Blockbuster Entertainment Corp – ‘8-K’ for 9/29/94

As of:  Thursday, 9/29/94   ·   For:  9/29/94   ·   Accession #:  950144-94-1732   ·   File #:  1-10213

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Blockbuster 8-K September 29,1994                      5     13K 
 2: EX-99.1     Press Release                                          2±    10K 

8-K   —   Blockbuster 8-K September 29,1994
Document Table of Contents

8-K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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):  SEPTEMBER 29, 1994           

BLOCKBUSTER ENTERTAINMENT CORPORATION   
--------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)  

   DELAWARE                        0-12700                  75-1849418
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION          (COMMISSION             (I.R.S. EMPLOYER  
     OF INCORPORATION)                  FILE NO.)            IDENTIFICATION NO.)

ONE BLOCKBUSTER PLAZA, FORT LAUDERDALE, FL                          33301       
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)     

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (301) 832-3000            

NOT APPLICABLE  
--------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)   

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ITEM 1:  CHANGE IN CONTROL OF REGISTRANT.                                       

                 On September 29, 1994, Blockbuster Entertainment Corporation, a
Delaware corporation (the "Registrant"), was merged (the "Merger") with         
and into Viacom Inc., a Delaware corporation ("Viacom"), pursuant to the        
Agreement and Plan of Merger dated as of January 7, 1994, as amended as of June 
15, 1994 (the "Merger Agreement").  The Merger Agreement is attached as Exhibit 
2.1 to the Registration Statement on Form S-4 (No. 33-55271) filed by Viacom    
with the Securities and Exchange Commission on August 29, 1994, and is          
incorporated by reference herein.  The Merger Agreement was also approved by    
each of the Registrant's and Viacom's stockholders at Special Meetings held on  
September 29, 1994.  Pursuant to the Merger Agreement, each share of common     
stock of the Registrant (other than shares held by Viacom, the Registrant and,  
if appraisal rights are available under the Delaware General Corporation Law,   
those holders who have demanded and perfected appraisal rights) have been       
cancelled and converted into the right to receive (i) 0.08 of a share of Class  
A Common Stock, par value $.01 per share, of Viacom, (ii) 0.60615 of a share of 
Class B Common Stock, par value $.01 per share, of Viacom ("Viacom Class B      
Common Stock") and (iii) up to an additional 0.13829 of a share of Viacom Class 
B Common Stock, with such number of shares depending on market prices of Viacom 
Class B Common Stock during the year following the effective time of the        
Merger, evidenced by one variable common right of Viacom.                       

                A copy of the joint press release of the Registrant and Viacom
dated September 29, 1994, is filed as Exhibit 99.1 hereto and is incorporated   
by reference herein.                                                            

ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS.                                     

(a)     Not applicable.     

(b)     Not applicable.     

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(c)     Exhibits.           

Exhibit                                                       
Number                                    Description         

99.1                     Joint press release of Blockbuster   
                              Entertainment Corporation and Viacom Inc.,
             dated September 29, 1994.

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SIGNATURES

                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.                                       

                         BLOCKBUSTER ENTERTAINMENT CORPORATION

              By:  /s/ Thomas W. Hawkins
                            ------------------------------
                       Name:   Thomas W. Hawkins
                            Title:  Senior Vice President,
                                 General Counsel and
                         Secretary

Date:  September 29, 1994                                                       

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EXHIBIT INDEX 

BLOCKBUSTER ENTERTAINMENT CORPORATION 

CURRENT REPORT ON FORM 8-K

99.1                     Joint press release of Blockbuster   
                              Entertainment Corporation and Viacom Inc.,
             dated September 29, 1994.

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		9/29/94		1		5			SC 13D/A
		8/29/94		2					424B3
		6/15/94		2
		1/7/94		2					8-K
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