8-K 1 0001.txt FORM 8-K 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): November 2, 2000 VIACOM INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9553 04-2949533 (State or other (Commission (IRS 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 November 3, 2000, Viacom Inc., a Delaware corporation ("Viacom"), and BET Holdings II, Inc. ("BET"), a privately held Delaware corporation, announced that they have entered into an agreement, dated as of November 2, 2000, for the purchase of BET by Viacom for approximately $3 billion, consisting of Viacom Class B Common Stock and the assumption of BET debt. The final exchange ratio will be based on the trading prices of Viacom Class B Common Stock during a measurement period immediately before the closing of the transaction, which is expected to occur during the first quarter of 2001. A copy of the press release issued by Viacom dated November 3, 2000 relating to the above-described transaction is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (c) The following exhibit is filed as part of this report on Form 8-K: 99.1 Press Release issued by Viacom dated November 3, 2000. 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: November 3, 2000 By: /s/ Michael D. Fricklas ----------------------------- Name: Michael D. Fricklas Title: Executive Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release issued by Viacom dated May 17, 1999.