UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2004
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1515 Broadway, New York, NY 10036
(Address of principal executive offices) (Zip Code)
(212) 258-6000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 28, 2004, the Registrant, NAIRI, Inc.("NAIRI") and National
Amusements, Inc. ("NAI" and, together with NAIRI and the direct and indirect
wholly owned subsidiaries of NAIRI and NAI, "Seller"), entered into an agreement
pursuant to which the Registrant has agreed to buy, and NAIRI and NAI have
agreed to sell, or cause their direct and indirect wholly owned subsidiaries to
sell, a number of shares of the Registrant's Class B common stock (the "Class B
Shares") each month such that Seller's ownership percentage of the Registrant's
Class A common stock and the Registrant's Class B common stock considered as a
single class shall not increase as a result of purchases of shares of the
Registrant's common stock pursuant to the Registrant's stock purchase program.
The purchase price for the Class B Shares purchased from Seller will be
determined based on volume-weighted average trading prices for the Class B
Shares as reported by Bloomberg for trades permitted under Rule 10b-18 of the
Securities Exchange Act of 1934, as amended, on days on which the Registrant
purchases the Registrant's common stock in the open market. The purchase price
and number of Class B Shares to be purchased from Seller will be adjusted, if
necessary, to take into account certain factors, such as the effect of dividends
involving the Registrant's Class B Shares. The purchase of the Class B Shares
from Seller will be settled on a monthly basis with the closing date to occur no
later than the seventh business day of each month for purchases relating to the
prior month. Any purchases of Class B Shares from Seller shall be subject to
confirmation of certain tax matters with respect to the Registrant. The
agreement will include a covenant that will restrict Seller's ability to
purchase shares of the Registrant's common stock without the Registrant's
consent or to sell shares of the Registrant's common stock other than to the
Registrant in accordance with and subject to the terms of the agreement except
as required pursuant to the terms of NAI's senior credit agreement.
The agreement may be terminated (1) upon the joint written agreement of the
Registrant, NAIRI and NAI, (2) 45 days after written notice by NAIRI and NAI, on
the one hand, or the Registrant, on the other hand, (3) upon written notice by
the Registrant if NAIRI and NAI have delivered a notice to the Registrant
stating Seller's intention to sell shares of the Registrant's common stock
pursuant to the terms of NAI's senior credit agreement, (4) upon written notice
by NAIRI and NAI, on the one hand, or the Registrant, on the other hand, if
there shall be any law or regulation that makes consummation of the transactions
contemplated by the agreement illegal or otherwise prohibited or if consummation
of the transactions contemplated by the agreement would violate any
nonappealable final order, decree or judgment of any court or governmental body
having competent jurisdiction, (5) at the termination or completion of the
Registrant's stock purchase program or (6) at the two-month anniversary of the
effective date of the agreement in the event that the tax condition has not been
satisfied or waived by such date. The term sheet reflecting this agreement is
attached hereto as Exhibit 10.
Mr. Sumner M. Redstone, Chairman of the Board and Chief Executive Officer
of the Registrant, is the controlling shareholder of NAI, a closely held
corporation. NAI is the controlling shareholder of NAIRI. Seller owns
approximately 71% of the voting power of all classes of the Registrant's common
stock, and approximately 12% of the Registrant's Class A common stock and Class
B common stock on a combined basis. Mr. Redstone is Chairman and Chief Executive
Officer of NAI and Chairman and President of NAIRI.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 10 Agreement Term Sheet among Viacom Inc., NAIRI, Inc. and
National Amusements, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIACOM INC.
(Registrant)
By: /s/ Michael D. Fricklas
-------------------------------------------------
Name: Michael D. Fricklas
Title: Executive Vice President, General
Counsel and Secretary
Date: October 28, 2004
Exhibit Index
Exhibit Number Description of Exhibit
Exhibit 10 Agreement Term Sheet among Viacom Inc., NAIRI, Inc. and
National Amusements, Inc.