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): December 9, 2005
NEW VIACOM CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 001-32686 20-3515052
------------------------------- ------------------------ ---------------------------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
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
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.):
[X] 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))
Section 1. Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On December 9, 2005, Viacom Inc. ("Viacom") and its subsidiary
Paramount Pictures Corporation ("Paramount") entered into a purchase agreement
(the "Agreement") with DreamWorks L.L.C. and certain holders of outstanding
membership interests in DreamWorks L.L.C. identified therein (the "Sellers"),
pursuant to which Paramount will acquire all of the outstanding limited
liability company interests in DreamWorks L.L.C. upon the terms and subject to
the conditions set forth in the Agreement for approximately $1.6 billion,
including the assumption of debt and certain other obligations. The closing of
the transactions contemplated by the Agreement is subject to the satisfaction of
a number of conditions, including, among others, the obtaining of certain
governmental approvals, including under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. A copy of the related press release, dated
December 11, 2005, announcing the execution of the Agreement is filed herewith
as Exhibit 99 and is incorporated by reference herein in its entirety.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The following Exhibit is filed as part of this Report on Form
8-K:
Exhibit No. Description of Exhibit
----------- ----------------------
99 Press release issued by Viacom, dated December 11, 2005,
announcing the acquisition of DreamWorks L.L.C. by Paramount.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NEW VIACOM CORP.
(Registrant)
By: /s/ Michael D. Fricklas
------------------------------------------
Name: Michael D. Fricklas
Title: Executive Vice President, General
Counsel and Secretary
Date: December 12, 2005
Exhibit Index
Exhibit Number Description of Exhibit
-------------- -------------------------------------------
99 Press release issued by Viacom, dated December 11, 2005,
announcing the acquisition of DreamWorks L.L.C. by
Paramount.