SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): January 5, 2001
VIACOM INC.
(Exact name of Registrant as specified in its charter)
Delaware 001-09553 04-2949533
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1515 Broadway, New York, New York 10036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 258-6000
Item 5. Other Events
On January 5, 2001, Viacom Inc. ("Viacom") and Infinity
Broadcasting Corporation ("Infinity") announced that Infinity will hold a
meeting of its stockholders to seek approval on the merger of the two companies.
The companies decided to seek stockholder approval after a recent Delaware
Chancery Court decision involving another corporation (Digex, Inc. Shareholders
Litigation) created uncertainty about whether such a vote might be required for
Delaware corporations, such as Infinity. The stockholder meeting is expected to
occur in the first quarter of 2001. The closing of the merger is expected to
occur promptly following the meeting.
The companies also announced that Infinity's two largest
stockholders other than Viacom, Arturo R. Moreno and William S. Levine, have
agreed to vote their shares in favor of the transaction. Stockholders of record
on January 16, 2001 will be entitled to vote on the proposed merger. Infinity
will seek approval of two-thirds of the outstanding voting shares, other than
shares owned by Viacom or subject to the voting agreement.
A copy of the press release issued by Viacom and Infinity on
January 5, 2001 is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
99.1 Press release issued by Viacom Inc. and Infinity
Broadcasting Corporation on January 5, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Viacom has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIACOM INC.
Date: January 5, 2001 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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99.1 Press release issued by Viacom Inc. and Infinity Broadcasting
Corporation on January 5, 2001.