Exhibit 1.1
UNDERWRITING AGREEMENT
December 12, 1995
VIACOM INC.
VIACOM INTERNATIONAL INC.
c/o Viacom Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We understand that Viacom Inc. (the "Company") proposes to
issue and sell $350,000,000 aggregate principal amount of 6.75% Senior Notes due
2003 (the "Senior Notes") and $200,000,000 aggregate principal amount of 7.625%
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Senior Debentures due 2016 (the "Senior Debentures" and, together with the
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Senior Notes, the "Senior Securities"), each guaranteed by Viacom International
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Inc. (the "Guarantor"). The Senior Securities are also hereinafter referred to
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as the "Offered Securities". All references herein, and in the document entitled
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Viacom Inc. Underwriting Agreement Senior Debt Securities Standard Provisions
(Offered Securities) dated May 18, 1995 (the "Standard Agreement"), to the
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Senior Securities or the Offered Securities include the guarantees of the
Guarantor described above in this paragraph whenever the context permits.
Subject to the terms and conditions set forth or incorporated
by reference herein, each underwriter named below (the "Underwriters") has
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agreed, severally, to purchase from the Company, at the respective principal
amounts of the Senior Securities set forth opposite its name below, and the
Company has agreed to sell to the underwriters, severally, the entire principal
amount of the Senior Securities being offered, at a purchase price of 99.278%
and 98.415% of the principal amount of the Senior Notes and the Senior
Debentures, respectively, plus in each case accrued interest, if any, from
December 15, 1995, to the date of payment and delivery:
2
Principal
Amount of
Underwriter Senior Notes
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Xxxxxxx, Xxxxx & Co. $105,000,000
Bear, Xxxxxxx & Co. Inc. 105,000,000
Xxxxxx Brothers Inc. 70,000,000
Xxxxx Xxxxxx Inc. 70,000,000
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Total $350,000,000
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Principal
Amount of
Underwriter Senior Debentures
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Xxxxxxx, Xxxxx & Co. $60,000,000
Bear, Xxxxxxx & Co. Inc. 60,000,000
Xxxxxx Brothers Inc. 40,000,000
Xxxxx Xxxxxx Inc. 40,000,000
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Total $200,000,000
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The Underwriters will pay for the Offered Securities upon
delivery thereof at the Company's offices at 10:00 a.m. (New York time) on
December 15, 1995, or at such other time, not later than 5:00 p.m. (New York
time) on December 18, 1995, as shall be designated by the Underwriters. The time
and date of such payment and delivery are hereinafter referred to as the Closing
Date.
3
The Offered Securities shall have the terms set forth in the
Prospectus dated May 10, 1995, and the Prospectus Supplement dated December 12,
1995, including the following:
Terms of Senior Securities:
Maturity Dates: Senior Notes: January 15, 2003
Senior Debentures: January 15, 2016
Interest Rates: Senior Notes: 6.75%
Senior Debentures: 7.625%
Redemption Provisions: None for either series of the Senior
Securities
Interest Payment Dates: January 15 and July 15, commencing
July 15, 1996 for each series
of the Senior Securities
(Interest accrues from
December 15, 1995)
Ranking: The Senior Securities will be
senior indebtedness of the
Company issued under the
Indenture dated as of May 15,
1995 among the Company, Viacom
International Inc., as
guarantor, and State Street
Bank and Trust Company, as
successor to The First National
Bank of Boston, trustee, as
supplemented by the First
Supplemental Indenture thereto,
and as further supplemented and
amended by the Second
Supplemental Indenture and
Amendment No. 1 thereto, dated
as of December 15, 1995 (as so
supplemented and amended, the
"Indenture").
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Form: Each series of the Offered
Securities will be issued in
the form of one or more fully
Registered Global Securities
which will be deposited with,
or on behalf of, The Depository
Trust Company (the
"Depository") and registered in
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the name of Cede & Co., the
Depository's nominee.
Other Terms: Payment for each series of the
Offered Securities will be made
by wire transfer in immediately
available funds.
4
All provisions contained in the Standard Agreement, a copy of
which is attached hereto, are herein incorporated by reference in their entirety
and shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein (including the representations and
warranties of the Company set forth in Section 1 of the Standard Agreement which
shall be deemed to have been made as of the date hereof), except (i) to the
extent a provision in the Standard Agreement is inconsistent herewith the
provision herein shall control and (ii) that if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control (including, without limitation, any reference to an indenture in Section
1(e) of the Standard Agreement shall be a reference to the Indenture as defined
herein).
Please confirm your agreement by having an authorized officer
sign a copy of this Agreement in the space set forth below. This Agreement may
be signed in any number of counterparts with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Very truly yours,
XXXXXXX, XXXXX & CO.
BEAR, XXXXXXX & CO. INC.
XXXXXX BROTHERS INC.
XXXXX XXXXXX INC.
By: Xxxxxxx, Xxxxx & Co.
By: /s/ Xxxxxxx, Sachs & Co.
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Name:
Title:
Accepted:
VIACOM INC. VIACOM INTERNATIONAL INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, Title: Senior Vice President,
Treasurer Treasurer
