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): August 19, 2009

 

 

 

 

VIACOM INC.

 

 

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

001-32686

20-3515052

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer Identification Number)

 

 

 

1515 Broadway, New York, NY

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. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 8 – Other Events

 

Item 8.01

Other Events.

 

On August 19, 2009, Viacom Inc. (the “Company”) announced that it had agreed to sell $600,000,000 aggregate principal amount of 4.375% Senior Notes due 2014 and $250,000,000 aggregate principal amount of 5.625% Senior Notes due 2019 (together, the “Senior Notes”). The sale of the Senior Notes is expected to close on August 26, 2009. In connection therewith, on August 19, 2009, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and RBS Securities Inc., as representatives of the underwriters named in Schedule 1 thereto. The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-139086) previously filed with the Securities and Exchange Commission (the “Registration Statement”). The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1.

 

The Company incorporates by reference the Underwriting Agreement filed herewith as Exhibit 1.1 into the Registration Statement, pursuant to which the Senior Notes were registered.

 

Section 9 - Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits. The following exhibit is filed as part of this Report on Form 8-K:

 

Exhibit No.

Description of Exhibit

 

1.1

Underwriting Agreement, dated August 19, 2009, among Viacom Inc. and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and RBS Securities Inc., as representatives of the underwriters named in Schedule 1 thereto.

 

 

 

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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.

 

 

 

 

 

 

 

By:

/s/ Michael D. Fricklas

 

 

Name:

Michael D. Fricklas

 

 

Title:

Executive Vice President, General

Counsel and Secretary

 

 

Date: August 25, 2009

 

 

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Exhibit Index

 

Exhibit No.

Description of Exhibit

 

1.1

Underwriting Agreement, dated August 19, 2009, among Viacom Inc. and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and RBS Securities Inc., as representatives of the underwriters named in Schedule 1 thereto.

 

 

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