-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ILf+Ivo6WnARHkscXf75cW5Fci+xFg6xJOTZ172UqYOFl932tq64BtvFzRg7R2de Mo/xDiS2nDhQncjgUNYIhQ== 0000950144-94-001581.txt : 19940831 0000950144-94-001581.hdr.sgml : 19940831 ACCESSION NUMBER: 0000950144-94-001581 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940823 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLOCKBUSTER ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000710979 STANDARD INDUSTRIAL CLASSIFICATION: 7841 IRS NUMBER: 751849418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10213 FILM NUMBER: 94546078 BUSINESS ADDRESS: STREET 1: ONE BLOCKBUSTER PLZ CITY: FT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 3058323000 MAIL ADDRESS: STREET 1: 901 E LAS OLAS BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: COOK DATA SERVICES INC DATE OF NAME CHANGE: 19860622 8-K 1 FORM 8-K 1 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) August 23, 1994 BLOCKBUSTER ENTERTAINMENT CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-12700 75-1849418 ------- ---------- (Commission (IRS Employer File Number) Identification No.) One Blockbuster Plaza Ft. Lauderdale, FL 33301 ---------------------------------------- ------------ (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (305) 832-3000 N.A. ------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 2 ITEM 5. OTHER EVENTS. On August 23, 1994, Blockbuster Entertainment Corporation (the "Registrant") announced that its Board of Directors had unanimously reaffirmed its approval of the Registrant's proposed merger with Viacom Inc. ("Viacom") and set September 29, 1994 as the date for the special meeting at which the Registrant's shareholders will consider and vote on the merger. The Registrant's Board of Directors fixed August 31, 1994 as the record date for the special meeting. A copy of the press release relating to the foregoing is included as Exhibit 99 hereto and is incorporated herein by reference. The Registrant's Board of Directors' action comes as a result of the significant improvement in Viacom's stock prices in recent months, Viacom's completion of its acquisition of Paramount Communications Inc., its strong second quarter results and the divestitures it is considering, as well as the Registrant's Board of Directors' continuing belief in the strategic benefits of the proposed combination and the long-term prospects of the combined entity. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. The Exhibits to this Report are listed in the Exhibit Index set forth elsewhere herein. 3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BLOCKBUSTER ENTERTAINMENT CORPORATION By: /s/ Thomas W. Hawkins --------------------------------------------- Thomas W. Hawkins Senior Vice President, General Counsel and Secretary Date: August 25, 1994 4 BLOCKBUSTER ENTERTAINMENT CORPORATION EXHIBIT INDEX
Number and Sequential Description of Exhibit Page Number - - ---------------------- ----------- 1. None 2. None 4. None 16. None 17. None 20. None 23. None 24. None 27. None 99. Press Release, dated August 23, 1994.
EX-99 2 PRESS RELEASE 1 EXHIBIT 99 PRESS RELEASE, DATED AUGUST 23, 1994 2 BLOCKBUSTER ENTERTAINMENT NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Gregory K. Fairbanks (305) 832-3000 BLOCKBUSTER BOARD REAFFIRMS APPROVAL OF VIACOM MERGER; SETS SEPTEMBER 29 SHAREHOLDER MEETING DATE NEW YORK, NY, August 23, 1994 - Blockbuster Entertainment Corporation (NYSE: BV) announced today that its Board of Directors has unanimously reaffirmed its approval of Blockbuster's proposed merger with Viacom Inc. (ASE: VIA) and has set September 29, 1994 as the date for the special meeting at which Blockbuster's shareholders will consider and vote on the merger. The Board also fixed August 31 as the record date for the meeting. The Blockbuster Board's action comes as a result of the significant improvement in Viacom's stock prices in recent months, Viacom's completion of its acquisition of Paramount Communications Inc., its strong second quarter results and the divestitures it is considering, as well as the Blockbuster Board's continuing belief in the strategic benefits of the proposed combination and the long-term prospects of the combined entity. Commenting on today's Board action, H. Wayne Huizenga, Blockbuster's Chairman and Chief Executive Officer, said: "It's been a long and sometimes bumpy road, but we still believe today that the combination of Blockbuster with Viacom and Paramount represents an excellent strategic opportunity that will create a fully-integrated, global entertainment and communications company with extraordinary resources and opportunities for future growth for both our shareholders and employees." Mr. Huizenga continued: "At times since we first announced this deal, as we watched the prices for Viacom stock decline, we were concerned that the market did not -more- 3 fully understand and appreciate the strategic benefits that will result from the combination of these three outstanding companies." He added: "We are pleased with the recent improvement in Viacom's stock prices. We believe that the combination with Viacom will result in significant value for our shareholders. In the eight years since we opened our first Blockbuster store, our market value has increased from approximately $7 million to approximately $8.5 billion. At the same time, a share of Blockbuster common stock appreciated by more than 14,000 percent. In just the 12 months prior to signing our agreement with Viacom, our market value increased by more than $4 billion, or over 110 percent. We are confident that this value will continue to be enhanced as a result of our combination with Viacom." As previously announced, in the merger, Blockbuster shareholders will be entitled to receive for each of their shares: (i) 0.08 of a share of Viacom Class A Common Stock; (ii) 0.60615 of a share of Viacom Class B Common Stock; and (iii) a variable common right representing the right to receive up to an additional 0.13829 of a share of Viacom Class B Common Stock depending on market prices to the Class B stock during the year following the merger. Blockbuster and Viacom expect that a joint proxy statement/prospectus relating to the merger will be mailed to stockholders of both companies within the next several days. -30- -----END PRIVACY-ENHANCED MESSAGE-----