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): May 9, 2003
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9553 04-2949533
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
1515 Broadway, New York, New York 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 258-6000
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Item 5. Other Events.
On May 9, 2003, Viacom Inc. ("Viacom" or the "Registrant") and Viacom
International Inc. ("Viacom International") entered into an underwriting
agreement (the "Underwriting Agreement," a copy of which is attached hereto as
Exhibit 1.1) with Banc of America Securities LLC, Citigroup Global Markets Inc.
and each of the other underwriters named in Schedule I thereto (collectively,
the "Underwriters").
On May 14, 2003, pursuant to the Underwriting Agreement, Viacom issued
and sold and the Underwriters purchased $300,000,000 aggregate principal amount
of Viacom's 4.625% Senior Notes due 2018 (the "Senior Notes") and $450,000,000
aggregate principal amount of Viacom's 5.50% Senior Debentures due 2033 (the
"Senior Debentures" and, together with the Senior Notes, the "Senior
Securities"), at public offering prices of 99.273% and 99.201% of the principal
amount of the Senior Notes and the Senior Debentures, respectively. The offering
yielded aggregate proceeds to Viacom of $738,486,000, after payment of the
underwriting discount, but before payment of expenses related to the offering.
Forms of the Senior Notes and the Senior Debentures, including the
guarantees endorsed thereon, are attached hereto as Exhibits 4.1 and 4.2,
respectively. The Senior Securities were (i) registered under the Securities Act
of 1933, as amended, pursuant to a Registration Statement on Form S-3
(Registration No. 333-52728) filed on December 26, 2000, and a Registration
Statement on Form S-3 (Registration No. 333-62052) filed on May 31, 2001, which
Registration Statement also constituted Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (Registration No. 333-52728), and the
amendment to such Registration Statements filed on June 13, 2001, and (ii)
issued under an Indenture, dated as of June 22, 2001 (the "Indenture") among
Viacom, Viacom International, as guarantor, and The Bank of New York, as
trustee. The Indenture has been previously filed as Exhibit 4.2 to Viacom's
Current Report on Form 8-K filed on July 3, 2001.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
1.1 Underwriting Agreement, dated May 9, 2003, among Viacom, Viacom
International, Banc of America Securities LLC, Citigroup Global
Markets Inc. and each of the underwriters named in Schedule I
thereto.
4.1 Form of 4.625% Senior Notes due 2018, including the form of
guarantee endorsed thereon.
4.2 Form of 5.50% Senior Debentures due 2033, including the form of
guarantee endorsed thereon.
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.
Date: May 15, 2003 By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Executive Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement, dated May 9, 2003, among Viacom, Viacom
International, Banc of America Securities LLC, Citigroup Global
Markets Inc. and each of the underwriters named in Schedule I
thereto.
4.1 Form of 4.625% Senior Notes due 2018, including the form of
guarantee endorsed thereon.
4.2 Form of 5.50% Senior Debentures due 2033, including the form of
guarantee endorsed thereon.