Viacom International

Shareholders in Viacom International, a communications and entertainment company headquartered in New York, will receive for each share a cash payment of $43.20; 0.30097 of a share of 15.5% preferred stock of Viacom Inc., having a liquidation preference of $25 per share and accruing dividends from May 1, and 20 cents of a share of common stock of Viacom Inc. The transaction involves 17.4% of common stock outstanding in Viacom Inc., a subsidiary of Dedham, Mass.-based National Amusements Inc.

Viacom International Inc. said Thursday that it has reached a watershed in its financial health with a debt restructuring that gives it more money, lower interest costs and fewer restrictions. Viacom International owns MTV, Showtime, the Movie Channel and distribution rights to "The Cosby Show," "Roseanne" and "A Different World" as well as 14 cable-TV systems, five television stations and eight radio stations. Viacom is 83% owned by National Amusements Inc.

National Amusements Inc. raised the cash portion of its bid for Viacom International to $42.75 a share from $42 a share in a bid made Sunday. The preferred stock portion was raised to $7.75 from $7.50. Meanwhile, Oppenheimer & Co. said it has accumulated 7% of Viacom's stock. But Oppenheimer said in a filing with the SEC that the purchases were solely for arbitrage purposes and that it has no interest in gaining control of the entertainment and communications firm.

Orion Pictures Corp., which produced the recent box-office hits "No Way Out" and "Robocop," will get a new majority owner in Metromedia Co. of Secaucus, N.J. Orion announced Friday that Metromedia has agreed in principle to purchase the Orion common stock and warrants that currently are controlled by Sumner M. Redstone, the chairman of Viacom International and its parent theater chain, National Amusements. The purchase price was $17 per share and $11 per warrant. The $78.

A management-led investor group on Tuesday proposed a $2.7-billion leveraged buyout of Viacom International, the cable, broadcast and entertainment firm that has spent more than a year dodging real and rumored takeover threats. The investor group is led by Terrence A. Elkes, Viacom's president and chief executive, and also includes Equitable Life Assurance Society and the investment banking firms First Boston, Drexel Burnham Lambert and Donaldson, Lufkin & Jenrette Securities.

Thomas E. Freston has been appointed president and CEO of MTV Networks, New York. MTVN is a unit of Viacom International.

Mike Moder has been named vice president-production for Viacom Productions, a unit of Viacom International Inc., Los Angeles.

A committee of Viacom International directors met to consider two newly improved bids for the company from a management-led investor group and rival bidder National Amusements Inc. The board of the entertainment and communications company was expected to choose today between the management group's bid, which is its fifth, and National Amusements', its third.

Viacom International announced that the U.S. District Court for the Southern District of New York denied the motion by Carsey-Werner Co., the producers of "The Cosby Show," for, among other things, a temporary injunction to prevent the proposed merger of Viacom with a subsidiary of National Amusements. Viacom is a diversified communications and entertainment company with headquarters in New York.

Thomas E. Freston has been appointed president and CEO of MTV Networks, New York. MTVN is a unit of Viacom International.

Shareholders in Viacom International, a communications and entertainment company headquartered in New York, will receive for each share a cash payment of $43.20; 0.30097 of a share of 15.5% preferred stock of Viacom Inc., having a liquidation preference of $25 per share and accruing dividends from May 1, and 20 cents of a share of common stock of Viacom Inc. The transaction involves 17.4% of common stock outstanding in Viacom Inc., a subsidiary of Dedham, Mass.-based National Amusements Inc.

Viacom International announced that the U.S. District Court for the Southern District of New York denied the motion by Carsey-Werner Co., the producers of "The Cosby Show," for, among other things, a temporary injunction to prevent the proposed merger of Viacom with a subsidiary of National Amusements. Viacom is a diversified communications and entertainment company with headquarters in New York.

The Carsey-Werner Co. said it filed a suit in U.S. District Court in Manhattan because it has failed to win assurances that it will be paid fees promptly by Viacom International, which owns the non-network distribution rights to the popular television show. Carsey-Werner, citing concerns that a pending Viacom buyout will result in $2.5 billion in new debt, said it wants the show's revenue placed beyond the reach of creditors. Viacom Senior Vice President Ronald Lightstone declined comment.

National Amusements Inc. raised the cash portion of its bid for Viacom International to $42.75 a share from $42 a share in a bid made Sunday. The preferred stock portion was raised to $7.75 from $7.50. Meanwhile, Oppenheimer & Co. said it has accumulated 7% of Viacom's stock. But Oppenheimer said in a filing with the SEC that the purchases were solely for arbitrage purposes and that it has no interest in gaining control of the entertainment and communications firm.

A committee of Viacom International directors met to consider two newly improved bids for the company from a management-led investor group and rival bidder National Amusements Inc. The board of the entertainment and communications company was expected to choose today between the management group's bid, which is its fifth, and National Amusements', its third.