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.
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(Exact name of registrant as specified in its charter)
Delaware 001-32686 20-3515052
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
incorporation
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
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
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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
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Name: Michael D. Fricklas
Title: Executive Vice President, General
Counsel and Secretary
Date: December 12, 2005
Exhibit Index
Exhibit Number Description of Exhibit
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99 Press release issued by Viacom, dated December 11, 2005,
announcing the acquisition of DreamWorks L.L.C. by
Paramount.
Exhibit 99
PARAMOUNT PICTURES TO PURCHASE DREAMWORKS SKG FOR
APPROXIMATELY $1.6 BILLION
Deal Brings DreamWorks' World-Class Talent, Content and Distribution to
Paramount
HOLLYWOOD, CA (December 11, 2005) -- Paramount Pictures, a unit of
Viacom Inc. (NYSE: VIA and VIA.B), has signed a definitive agreement to
acquire DreamWorks SKG for $1.6 billion in cash and assumption of debt. The
deal brings Paramount key assets, including:
o All of DreamWorks' current projects in development;
o An ongoing production partnership with Steven Spielberg and David
Geffen;
o An exclusive, worldwide distribution agreement with DreamWorks
Animation (NYSE: DWA) beginning in 2006;
o DreamWorks' live-action library;
o DreamWorks' television division and its properties; and,
o Exclusive rights to future DreamWorks Animation characters in TV
shows.
The announcement was made today by Brad Grey, Chairman and CEO of Paramount
Pictures.
Paramount also indicated that it is in advanced discussions with identified
investors to sell DreamWorks' film library, promptly after closing. Paramount
would continue to have distribution rights to the film library.
Agreement to Accelerate Turnaround and Growth at Paramount
The acquisition of DreamWorks dramatically accelerates the turnaround of
Paramount.
Grey said, "With the incredible talents of Steven Spielberg, Hollywood's most
gifted and respected director and producer, and David Geffen, the most creative
mind in show business, Paramount will be able to significantly enhance its
pipeline of groundbreaking motion pictures - a key strategic objective in
restoring Paramount's stature as a leader in filmed entertainment. Further, our
new distribution partnership with Jeffrey Katzenberg and DreamWorks Animation
will be an important driver in building our business internationally. All
together, the worldwide marketing firepower and creativity of the New Viacom
brands like Nickelodeon and MTV make Paramount an ideal home for DreamWorks and
a fantastic partner for DreamWorks Animation."
Under the terms of the agreement, Paramount will acquire the entire DreamWorks
live-action library, which includes 59 films including such titles as
"GLADIATOR," "AMERICAN BEAUTY," both of which were winners of the Academy Award
for Best Picture, as well as such acclaimed Steven Spielberg-directed
blockbusters as "WAR OF THE WORLDS," "CATCH ME IF YOU CAN," "SAVING PRIVATE
RYAN" and "MINORITY REPORT," along with the upcoming Spielberg-directed drama
"MUNICH," produced in association with Universal Pictures. All DreamWorks'
development projects will also be acquired by Paramount as part of the
agreement, including "DREAMGIRLS," starring Eddie Murphy, Beyonce and Jamie
Foxx.
Paramount will also acquire the DreamWorks' television division and its
properties, including the long-running series (now in syndication) "SPIN CITY,"
as well as current shows, including the NBC hit "LAS VEGAS."
"We couldn't be more excited about having Steven Spielberg and David Geffen and
the amazing roster of talent at DreamWorks join the Paramount family, and we
look forward to our new partnership with Jeffrey Katzenberg and DreamWorks
Animation," said Tom Freston, co-President and co-Chief Operating Officer of
Viacom. "This is a major milestone in our efforts to re-establish Paramount as
an industry leader and fuels the momentum for their emergence as a real global
film company. The world-class production, development and sales teams we are
gaining will certainly fuel the turnaround that Brad and his team are leading.
Overnight, this makes Paramount a key contributor to new Viacom's revenue and
earnings growth story."
Sumner Redstone, Chairman of the Board and CEO of Viacom, said, "The acquisition
of DreamWorks is an enormous step forward in our ongoing work to unlock the full
potential of Viacom's brands and businesses. The founders of DreamWorks
represent some of the most creative and respected executives in this industry,
and the talent and vision they will bring to Paramount cannot be overstated. We
can look forward to an exciting and successful future with such a powerful team
under one roof."
David Geffen said, "I have known Tom Freston for more than 25 years and Brad
Grey for almost as long and have tremendous respect for both of them. I am
excited and energized to be in business with them and look forward to a
successful new partnership. This is a great deal for both companies and for our
shareholders, investors and employees."
Steven Spielberg said, "I am thrilled by today's announcement of the deal with
Viacom/Paramount, who came recently to the table and were able to conclude and
sign agreements quickly. Due to my very long history and my loyalty to
Universal, I was saddened that after long negotiations and many compromises, we
were unable to come to terms with Universal's parent company, GE.
Nevertheless, I am truly looking forward to working with Tom Freston, Brad Grey
and Gail Berman, as this is an exciting opportunity for each of us to embark
on a new adventure together."
Jeffrey Katzenberg, CEO of DreamWorks Animation, said, "I am excited about the
benefits and new opportunities that the Paramount partnership brings to our
company. Brad and his team are a first-class organization and the chance to work
with Paramount and promote our movies on Viacom's network provides us a unique
platform to showcase our products and build our brand. DreamWorks Animation is a
company that strives to reach the broadest audience with its films and now with
access to Nickelodeon and the rest of the MTV Networks brands, I believe we have
a great partner for helping us achieve that goal."
Highlights of Transaction
Upon completion of the acquisition, the DreamWorks library is expected to be
sold to a third party investor, leaving Paramount with a greatly enhanced
distribution pipeline and an ongoing production partnership with Steven
Spielberg and David Geffen.
Mike Dolan, Chief Financial Officer of Viacom, said, "The sale of the library
allows us to reduce our investment in the transaction and enables us to focus on
our key objectives - leveraging and strengthening our distribution network
through the addition of more `A' level product and creating stronger production
partnerships. As always, we focused on financial metrics that drive shareholder
value, including discounted cash flows and return on invested capital, and this
transaction exceeded our hurdle rates. Additionally, the transaction is
accretive to net income and free cash flow in 2006. Pro-forma for the sale of
the library, we will have accelerated the turnaround of Paramount, while
insuring adequate capital for tuck-in digital growth opportunities and share
buybacks going forward."
Also, upon completion of the acquisition, Messrs. Spielberg and Geffen of
DreamWorks will enter into new employment agreements in the respective roles of
producer/director and Chairman. Mr. Katzenberg will remain in his role as Chief
Executive Officer of DreamWorks Animation. As part of the new organization, the
production and development operations will continue under the leadership of Mr.
Spielberg and Mr. Geffen, who will be responsible for producing 4-6 live action
films per year of Paramount's total target slate of 14-16 films, which the
company expects to achieve by 2006. Sales and other infrastructure will be
integrated with Paramount operations.
Additionally, Paramount will enter into an exclusive theatrical/home
video/television distribution agreement to release films from DreamWorks
Animation, the business unit spun off from DreamWorks as a public company in
2004, throughout the world for the next seven years. The first picture for
release under the new agreement is "OVER THE HEDGE," scheduled to open in summer
2006.
The purchase price of the acquisition will be financed by Viacom working capital
and committed financing facilities. The transaction is expected to close in the
first quarter of 2006, and is subject to expiration of regulatory waiting
periods.
Press Teleconference Information
A conference call for members of the press will be held today at 4:00 p.m. ET.
You can participate by dialing 866-672-2663 (U.S.) or 973-582-2822 (outside
U.S.) with conference call ID # 6822859. For those unable to listen to the
live conference call, a telephone replay will be available by dialing
877-519-4471 (U.S.) or 973-341-3080 (outside U.S.) and entering pin # 6822859.
The telephone replay will be available beginning December 11, 2005 at 6:00 p.m.
ET and will run through December 18, 2005 at 11:59 p.m. ET.
Investor/Analyst Teleconference and Webcast Information
A conference call for investors and analysts will be held tomorrow,
December 12, 2005 at 8:30 a.m. ET. You can participate by dialing
866-672-2663 (U.S.) or 973-582-2822 (outside U.S.) with conference call
ID # 6817940. The call will be available via Webcast by visiting www.viacom.com
or at http://www.vcall.com/IC/CEPage.asp?ID=98981. For those unable to listen
to the live conference call, a telephone replay will be available by dialing
877-519-4471 (U.S.) or 973-341-3080 (outside U.S.) and entering pin # 6817940.
The telephone replay will be available beginning December 12, 2005 at 11:30
a.m. ET and will run through December 19, 2005 at 11:59 p.m. ET. A slide
presentation will also be available in the Investor Relations section of
Viacom's Web site.
About Paramount Pictures
Paramount Pictures is part of the entertainment operations of Viacom Inc., one
of the world's largest entertainment and media companies and a leader in the
production, promotion, and distribution of entertainment, news, sports and
music.
About DreamWorks SKG
DreamWorks is a leading producer of live-action motion pictures, animated
feature films, network and cable television programming, home video and DVD
entertainment and consumer products.
About DreamWorks Animation SKG
DreamWorks Animation is principally devoted to developing and producing
computer-generated, or CG, animated feature films. With world-class creative
talent, a strong and experienced management team and advanced CG filmmaking
technology and techniques, DreamWorks Animation makes high quality CG animated
films meant for a broad movie-going audience. The company has released a total
of nine animated feature films, including "ANTZ," "SHREK," "SHREK 2," "SHARK
TALE," and "MADAGASCAR."
About Viacom
Viacom is a leading global media company, with preeminent positions in broadcast
and cable television, radio, outdoor advertising, and online. With programming
that appeals to audiences in every demographic category across virtually all
media, the Company is a leader in the creation, promotion, and distribution of
entertainment, news, sports, music, and comedy. Viacom's well-known brands
include CBS, MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures,
Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy Central, CMT:
Country Music Television, King World, Spike TV, Showtime, Paramount Parks, and
Simon & Schuster. More information about Viacom and its businesses is available
at www.viacom.com.
Earlier this year, the Company announced it would be separating its businesses
into two publicly traded companies, and expects the transaction to be completed
by the end of 2005. The new Viacom will own MTV Networks (MTV, VH1, Nickelodeon,
Nick at Nite, Comedy Central, CMT: Country Music Television, Spike TV, TV Land
and many other networks around the world), BET, Paramount Pictures, Paramount
Home Entertainment and Famous Music. CBS Corporation will own the CBS Television
Network, UPN, Infinity Broadcasting, Viacom Outdoor, Viacom Television Stations
Group, Paramount Television, King World, Simon & Schuster, Showtime and
Paramount Parks.
Information About the Separation of Viacom
This release contains information relating to the proposed separation of Viacom
into two publicly traded companies. In connection with the proposed separation,
Viacom has filed a Registration Statement on Form S-4, as amended, with the U.S.
Securities and Exchange Commission. Investors and security holders are urged to
read the Registration Statement and related materials that are filed with the
SEC because they contain important information about the proposed transaction.
Investors and security holders may obtain copies of these documents, and other
documents containing information about Viacom, without charge, at the SEC's
website at www.sec.gov
[file://www.sec.gov] and through Viacom's Investor Relations at
Investor.Relations@viacom.com.
Cautionary Statement Concerning Forward-looking Statements
This news release contains both historical and forward-looking statements. All
statements other than statements of historical fact are, or may be deemed to be,
forward-looking statements within the meaning of section 27A of the Securities
Act of 1933 and section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are not based on historical facts, but rather reflect
the Company's current expectations concerning future results and events.
Similarly, statements that describe our objectives, plans or goals are or may be
forward-looking statements. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that are difficult to predict and
which may cause the actual results, performance or achievements of the Company
to be different from any future results, performance and achievements expressed
or implied by these statements. These risks, uncertainties and other factors
include, among others: consumer acceptance of both future motion pictures and
motion pictures in the Company's libraries; competitive conditions in the
marketplace for the Company's motion pictures; the effects of technology and
businesses enabled thereby and the impact of piracy on the Company's products.
The forward-looking statements included in this document are made only as of the
date of this document, and, under section 27A of the Securities Act and section
21E of the Exchange Act, we do not have any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances.
# # #
Media Contacts:
M. Janet Hill
Executive Vice President, Corporate Communications
Paramount Pictures
323.956.5011
Carole Robinson
Executive Vice President, Corporate Relations
Viacom
212.258.8760
Andy Spahn
DreamWorks SKG
818.695.7336
Investor Relations Contact:
James Bombassei
Senior Vice President, Investor Relations
Viacom
212.258.6377