AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2000 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ VIACOM INC. VIACOM INTERNATIONAL INC. (Exact name of registrant as specified in charter) (Exact name of registrant as specified in charter) Delaware Delaware (State or other jurisdiction of incorporation or (State or other jurisdiction of incorporation or organization) organization) 04-2949533 13-3844753 (I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number) 1515 Broadway 1515 Broadway New York, NY 10036 New York, NY 10036 (212) 258-6000 (212) 258-6000 (Address, including zip code, and telephone (Address, including zip code, and telephone number, including area code, of registrant's number, including area code, of registrant's principal executive offices) principal executive offices) ------------------------ MICHAEL D. FRICKLAS, ESQ. GENERAL COUNSEL VIACOM INC. 1515 BROADWAY NEW YORK, NEW YORK 10036 (212) 258-6000 ------------------------ (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: STEPHEN T. GIOVE, ESQ. KENNETH A. LEFKOWITZ, ESQ. SHEARMAN & STERLING HUGHES HUBBARD & REED LLP 599 LEXINGTON AVENUE ONE BATTERY PARK PLAZA NEW YORK, NY 10022 NEW YORK, NY 10004 (212) 848-4000 (212) 837-6000 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this registration statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plan, check the following box. / / If this Form is filed to registered additional Securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for same offering. /X/ 33-53485 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER UNIT(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE Debt Securities of Viacom Inc....... $200,000,000(1) 100% $200,000,000(1) $52,800 Guarantees of Viacom International Inc.(3)........................... -- -- -- -- (1) In U.S. dollars or the equivalent thereof in foreign currencies or composite currencies. (2) Estimated solely for the purpose of determining the amount of the registration fee. (3) To be issued in connection with Debt Securities of Viacom Inc. ------------------------------ THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSIONS IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The information in the Registration Statement on Form S-3 filed by Viacom Inc. with the Securities and Exchange Commission (File No. 33-53485) pursuant to the Securities Act of 1933, as amended, and declared effective on May 10, 1995 is incorporated by reference into this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Viacom Inc., certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 26th day of July, 2000. VIACOM INC. By /s/ SUMNER M. REDSTONE ----------------------------------------- Sumner M. Redstone CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE --------- ----- /s/ SUMNER M. REDSTONE ------------------------------------------- Chairman of the Board and Sumner M. Redstone Chief Executive Officer /s/ MEL KARMAZIN ------------------------------------------- President, Chief Operating Mel Karmazin Officer and Director /s/ FREDERIC G. REYNOLDS ------------------------------------------- Executive Vice President and Frederic G. Reynolds Chief Financial Officer /s/ MICHAEL D. FRICKLAS ------------------------------------------- Executive Vice President, General Michael D. Fricklas Counsel and Secretary /s/ SUSAN C. GORDON ------------------------------------------- Vice President, Controller and Susan C. Gordon Chief Accounting Officer 2
SIGNATURE TITLE --------- ----- * ------------------------------------------- Director George S. Abrams * ------------------------------------------- Director George H. Conrades * ------------------------------------------- Director Philippe P. Dauman * ------------------------------------------- Director Thomas E. Dooley * ------------------------------------------- Director William H. Gray III * ------------------------------------------- Director Jan Leschly * ------------------------------------------- Director David T. McLaughlin * ------------------------------------------- Director Ken Miller * ------------------------------------------- Director Leslie Moonves * ------------------------------------------- Director Brent D. Redstone * ------------------------------------------- Director Shari Redstone 3
SIGNATURE TITLE --------- ----- * ------------------------------------------- Director Frederic V. Salerno * ------------------------------------------- Director William Schwartz * ------------------------------------------- Director Ivan Seidenberg * ------------------------------------------- Director Patty Stonesifer * ------------------------------------------- Director Robert D. Walter *By: /s/ MICHAEL D. FRICKLAS -------------------------------------- (Michael D. Fricklas, Attorney-in-Fact) 4
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Viacom International Inc., certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 26th day of July, 2000. VIACOM INTERNATIONAL INC. By: /s/ MEL KARMAZIN ----------------------------------------- Mel Karmazin CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE --------- ----- /s/ MEL KARMAZIN ------------------------------------------- Chief Executive Officer Mel Karmazin /s/ FREDERIC G. REYNOLDS ------------------------------------------- Executive Vice President, Chief Financial Frederic G. Reynolds Officer and Director /s/ MICHAEL D. FRICKLAS ------------------------------------------- Executive Vice President and Director Michael D. Fricklas 5
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- Exhibit 5 Opinion of Shearman & Sterling, as to the legality of the debt securities registered hereunder Exhibit 23.1 Consent of PricewaterhouseCoopers LLP Exhibit 23.2 Consent of PricewaterhouseCoopers LLP Exhibit 23.3 Consent of KPMG LLP Exhibit 23.4 Consent of KPMG LLP Exhibit 23.5 Consent of Shearman & Sterling is contained in their opinion filed as Exhibit 5 to this Registration Statement Exhibit 24 Power of Attorney
EXHIBIT 5 OPINION OF SHEARMAN & STERLING (212) 848-7325 July 25, 2000 Viacom Inc. 1515 Broadway New York, New York 10036 Viacom International Inc. 1515 Broadway New York, New York 10036 Ladies and Gentlemen: We are acting as counsel for Viacom Inc., a Delaware corporation ("Viacom"), and Viacom International Inc., a Delaware corporation ("Viacom International"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of a registration statement on Form S-3 pursuant to Rule 462(b) (as the same may be amended or supplemented from time to time, the "Registration Statement"), including the Prospectus included therein at the time the Registration Statement is declared effective (the "Prospectus"), with respect to the following securities (collectively, the "Securities"): (i) $200,000,000 of debt securities of Viacom ("Debt Securities") and (ii) guarantees by Viacom International of the Debt Securities (the "Guarantees"). The aggregate gross proceeds from the offer, sale and distribution of the Securities under the Registration Statement will not exceed $200,000,000. In so acting, we have examined the Registration Statement, the indenture dated as of May 15, 1995 among the Company, the Guarantor and Citibank, N.A., as successor to State Street Bank and Trust Company and The First National Bank of Boston, as trustee, as supplemented by the First Supplemental Indenture thereto dated as of May 24, 1995, the Second Supplemental Indenture and Amendment No. 1, dated as of December 15, 1995, the Third Supplemental Indenture, dated as of July 22, 1996 and the Fourth Supplemental Indenture to be dated as of August 1, 2000 (as so supplemented and amended, the "Indenture") and Viacom's Restated Certificate of Incorporation, as amended. We have also examined and relied as to factual matters upon the representations, warranties and other statements contained in originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with originals of all documents submitted to us as copies. Our opinions expressed below are limited to the law of the State of New York, the General Corporation Law of Delaware and the federal law of the United States, and we do not express any opinion herein concerning any other law. Based upon the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that when (a) the Indenture has been duly authorized, executed and delivered by the parties thereto, (b) the Debt Securities and the Guarantees have been duly authorized, executed and issued in accordance with the provisions of the Indenture (including the provisions of the Indenture regarding establishment of the form of the Debt Securities and Guarantees), (c) the Debt Securities have been authenticated by the trustee under the Indenture and (d) the Debt Securities with Guarantees have been delivered for due consideration in the manner and on the terms described in the
Prospectus, as supplemented by the prospectus supplement relating to the Securities, the Debt Securities and the Guarantees will have been validly issued and will constitute the valid and binding obligations of Viacom and Viacom International, respectively, enforceable against Viacom and Viacom International in accordance with their respective terms, entitled to the benefits of the Indenture, subject to (i) the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" contained in the prospectus included therein. Very truly yours, /s/ SHEARMAN & STERLING 2
EXHIBIT 23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLP We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 (No. 33-53485) of our report dated February 10, 2000, except for the second and third paragraphs of Note 2, which are as of March 21, 2000, relating to the financial statements and the financial statements schedule, which report appears in Viacom Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999, as amended by Form 10-K/A Amendment No. 1 dated April 28, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PricewaterhouseCoopers LLP New York, New York July 25, 2000
EXHIBIT 23.2 CONSENT OF PRICEWATERHOUSECOOPERS LLP We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Viacom Inc. filed pursuant to Rule 462(b) of the Securities Act of 1933, which Registration Statement incorporates by reference Registration Statement No. 33-53485, of our report dated February 10, 2000, except for the second and third paragraphs of Note 2, which are as of March 21, 2000, relating to the financial statements and the financial statements schedule, which report appears in Viacom Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999, as amended by Form 10-K/A Amendment No. 1 dated April 28, 2000. PricewaterhouseCoopers LLP New York, New York July 26, 2000
EXHIBIT 23.3 CONSENT OF KPMG LLP We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 dated July 26, 2000 of Viacom Inc. and Viacom International, Inc. filed pursuant to Rule 462(b) of the Securities act of 1933, which Registration Statement incorporates by reference Registration Statement No. 33-53485, as amended by the prospectus supplement dated July 25, 2000, of our report dated January 25, 2000, except as to note 20, which is as of March 21, 2000, appearing on page 30 of CBS Corporation's Form 10-K for the year ended December 31, 1999; and our report dated March 21, 2000, appearing on page 67 of CBS Corporation's Form 10-K for the year ended December 31, 1999. KPMG LLP New York, New York July 24, 2000
EXHIBIT 23.4 CONSENT OF KPMG LLP We hereby consent to the use of our report dated January 25, 2000, except as to Note 20, which is as of March 21, 2000, appearing on page 30 of CBS Corporation's Form 10-K for the year ended December 31, 1999; and our report dated March 21, 2000, appearing on page 67 of CBS Corporation's Form 10-K for the year ended December 31, 1999; incorporated by reference in the prospectus supplement dated July 25, 2000 to the prospectus dated May 10, 1995 of Viacom Inc. and the reference to our firm under the heading "Experts" in the prospectus supplement. KPMG LLP New York, New York July 24, 2000
EXHIBIT 24 VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC. (the "Company") hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-3, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-3 previously filed with the Commission, and supplements to the Prospectus contained therein, and any and all instruments and documents filed as a part of or in connection with the said registration statements or amendments thereto or supplements or amendments to such Prospectus, covering, in each case, the offering and issuance of up to $4 billion principal amount of (i) debt securities of Viacom Inc. and (ii) preferred stock of Viacom Inc., and (2) any registration statements, reports and applications relating to such securities to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 21st day of July, 2000. SIGNATURE TITLE --------- ----- /s/ GEORGE S. ABRAMS ------------------------------------------- Director George S. Abrams /s/ GEORGE H. CONRADES ------------------------------------------- Director George H. Conrades /s/ PHILIPPE P. DAUMAN ------------------------------------------- Director Philippe P. Dauman /s/ THOMAS E. DOOLEY ------------------------------------------- Director Thomas E. Dooley /s/ WILLIAM H. GRAY III ------------------------------------------- Director William H. Gray III
SIGNATURE TITLE --------- ----- /s/ JAN LESCHLY ------------------------------------------- Director Jan Leschly /s/ DAVID T. MCLAUGHLIN ------------------------------------------- Director David T. McLaughlin /s/ KEN MILLER ------------------------------------------- Director Ken Miller /s/ LESLIE MOONVES ------------------------------------------- Director Leslie Moonves /s/ BRENT D. REDSTONE ------------------------------------------- Director Brent D. Redstone /s/ SHARI REDSTONE ------------------------------------------- Director Shari Redstone /s/ FREDERIC V. SALERNO ------------------------------------------- Director Frederic V. Salerno /s/ WILLIAM SCHWARTZ ------------------------------------------- Director William Schwartz /s/ IVAN SEIDENBERG ------------------------------------------- Director Ivan Seidenberg /s/ PATTY STONESIFER ------------------------------------------- Director Patty Stonesifer /s/ ROBERT D. WALTER ------------------------------------------- Director Robert D. Walter