As filed with the Securities and Exchange Commission on February 9, 2001
Registration No. 333-54626
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------
VIACOM INC. VIACOM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
Delaware Delaware
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)
04-2949533 13-3844753
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1515 Broadway 1515 Broadway
New York, NY 10036 New York, NY 10036
(212) 258-6000 (212) 258-6000
(Address, including zip code, and telephone number, including (Address, including zip code, and telephone number, including
area code, of Registrants' principal executive offices) area code, of Registrants' principal executive offices)
--------------------------
Michael D. Fricklas, Esq.
Executive Vice President,
General Counsel and Secretary
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.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
--------------------------
Approximate date of commencement of proposed sale to the public: Upon
consummation of the Exchange Offer described herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this Form is filed to register 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 the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. |_|
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Amount to Offering Price Aggregate Registration Fee(2)(3)
Title of Each Class of be Per Security Offering Price(1)
Securities to be Registered registered
- ------------------------------------------------------------------------------------------------------------------------
6.40% Senior Notes due 2006 $400,000,000 100% $400,000,000
- ------------------------------------------------------------------------------------------------------------------------
7.70% Senior Notes due 2010 $500,000,000 100% $500,000,000 $412,500
- ------------------------------------------------------------------------------------------------------------------------
7.875% Senior Debentures due 2030 $750,000,000 100% $750,000,000
========================================================================================================================
(1) Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457(f) under the Securities Act of 1933, as
amended.
(2) Calculated based upon the market value of the securities to be received
by the registrants in the exchange in accordance with Rule 457(f).
(3) Viacom Inc. previously paid this registration fee on January 30, 2001.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
================================================================================
VIACOM INC.
OFFER TO EXCHANGE
6.40% Senior Notes due 2006
7.70% Senior Notes due 2010
7.875% Senior Debentures due 2030
Unconditionally guaranteed as to payment of principal
and interest by Viacom International Inc.
(a wholly owned subsidiary of Viacom Inc.)
for all outstanding unregistered
6.40% Senior Notes due 2006
7.70% Senior Notes due 2010
7.875% Senior Debentures due 2030
Unconditionally guaranteed as to payment of principal
and interest by Viacom International Inc.
(a wholly owned subsidiary of Viacom Inc.)
TERMS OF EXCHANGE OFFER
This prospectus and accompanying letter of transmittal constitutes the
proposed offer by Viacom Inc. to exchange up to $400,000,000 aggregate principal
amount of new 6.40% senior notes due 2006, which are registered under the
Securities Act of 1933, for any and all of its unregistered 6.40% senior notes
due 2006 issued on January 17, 2001, $500,000,000 aggregate principal amount of
new 7.70% senior notes due 2010, which are registered under the Securities Act
of 1933, for any and all of its unregistered 7.70% senior notes due 2010 issued
on January 17, 2001 and $750,000,000 aggregate principal amount of new 7.875%
senior debentures due 2030, which are registered under the Securities Act of
1933, for any and all of its unregistered 7.875% senior debentures due 2030
issued on January 17, 2001. The senior securities are unconditionally guaranteed
as to payment of principal and interest by Viacom International Inc., a wholly
owned subsidiary of Viacom. The unregistered senior notes due 2010 will, upon
their exchange for new senior notes due 2010 registered under the Securities Act
of 1933, be a further issuance of our 7.70% Senior Notes due 2010,
$1,150,000,000 of which were issued on August 1, 2000. The unregistered senior
debentures due 2030 will, upon their exchange for senior debentures due 2030
registered under the Securities Act of 1933, be a further issuance of our 7.875%
Senior Debentures due 2030, $500,000,000 of which were issued on August 1, 2000.
The unregistered senior securities have certain transfer restrictions. The
exchange senior securities will be freely transferable.
o The exchange offer expires at 5:00 p.m., New York City time, on
March 14, 2001, unless extended.
o The exchange offer is not subject to any conditions other than
that:
o the exchange offer, or the making of any exchange by a senior
security holder, does not violate applicable law or any
applicable interpretation of the staff of the Securities and
Exchange Commission (the "SEC"),
o no action or proceeding shall have been instituted or
threatened with respect to the exchange offer which, in our
judgment or the judgment of the guarantor, would impair our
ability to proceed with the exchange offer, and
o no law, rule or regulation or applicable interpretations of
the staff of the SEC has been issued or promulgated which, in
our good faith determination or the good faith determination
of the guarantor, does not permit us to effect the exchange
offer.
o All outstanding unregistered senior securities that are validly
tendered and not validly withdrawn will be exchanged.
o Tenders of outstanding unregistered senior securities may be
withdrawn at any time before 5:00 p.m. on the date of expiration
of the exchange offer.
o The exchange of senior securities will not be a taxable exchange
for U.S. federal income tax purposes.
o We will not receive any proceeds from the exchange offer.
o Application has been made to list the exchange senior securities
on the Luxembourg Stock Exchange.
o The terms of the exchange senior securities to be issued are
substantially similar to the unregistered senior securities,
except for being registered under the Securities Act, not having
any transfer restrictions and not having registration rights or
rights to additional interest.
---------------
Each holder of an unregistered senior security wishing to accept the
exchange offer must deliver the unregistered senior securities to be exchanged,
together with the letter of transmittal that accompanies this prospectus and any
other required documentation, to the exchange agent identified in this
prospectus. Alternatively, you may effect a tender of unregistered senior
securities by book-entry transfer into the exchange agent's account at Morgan
Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear"), Clearstream Banking, societe anonyme, Luxembourg
("Clearstream Luxembourg") or the Depositary Trust Company ("DTC"). All
deliveries are at the risk of the holder. You can find detailed instructions
concerning delivery in the section called "The Exchange Offer" in this
prospectus and in the accompanying letter of transmittal.
---------------
If you are a broker-dealer that receives exchange senior securities for
your own account you must acknowledge that you will deliver a prospectus in
connection with any resale of the exchange senior securities. The letter of
transmittal accompanying this prospectus states that by so acknowledging and by
delivering a prospectus, you will not be deemed to admit that you are an
"underwriter" within the meaning of the Securities Act. You may use this
prospectus, as we may amend or supplement it in the future, for your resales of
exchange senior securities. We will make this prospectus available to any
broker-dealer for use in connection with any such resale for a period of 180
days after the date of expiration of this exchange offer.
---------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the senior securities to be
distributed in the exchange offer, nor have any of these organizations
determined that this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The date of this prospectus is February 9, 2001.
You should rely only on the information contained or incorporated by reference
in this prospectus. We have not authorized any other person to provide you with
different or additional information. If anyone provides you with different or
additional information, you should not rely on it. You should assume that the
information contained or incorporated by reference in this prospectus is
accurate as of the date on the front cover of this prospectus or the date of the
document incorporated by reference. Our business, financial condition, results
of operations and prospects may have changed since then. We are not making an
offer to sell the senior securities in any jurisdiction where the offer or sale
is not permitted.
TABLE OF CONTENTS
Page
----
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS..................ii
WHERE YOU CAN FIND MORE INFORMATION........................................iii
PROSPECTUS SUMMARY...........................................................1
DESCRIPTION OF THE EXCHANGE SENIOR SECURITIES................................9
SELECTED FINANCIAL DATA FOR VIACOM..........................................11
SELECTED FINANCIAL DATA FOR CBS.............................................12
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION..................13
RATIO OF EARNINGS TO FIXED CHARGES..........................................14
RISK FACTORS................................................................15
USE OF PROCEEDS.............................................................15
CAPITALIZATION..............................................................16
THE EXCHANGE OFFER..........................................................17
DESCRIPTION OF SENIOR SECURITIES............................................31
UNITED STATES TAX CONSIDERATIONS............................................46
PLAN OF DISTRIBUTION........................................................51
LEGAL MATTERS...............................................................52
EXPERTS.....................................................................52
---------------
References to "Viacom," "we," "us" and "our" in this prospectus are
references to Viacom Inc. References to "Viacom International" are references to
Viacom International Inc. Whenever we refer in this prospectus to the senior
notes due 2006 issued on January 17, 2001, the senior notes due 2010 issued on
January 17, 2001, or the senior debentures due 2030 issued on January 17, 2001,
we will refer to them as the "unregistered 2006 senior notes", the "unregistered
2010 senior notes", or the "unregistered senior debentures", respectively.
Whenever we refer collectively in this prospectus to the unregistered 2006
senior notes, the unregistered 2010 senior notes and the unregistered senior
debentures, we will refer to them as the "unregistered senior securities".
Whenever we refer in this prospectus to the new senior notes due 2006, the new
senior notes due 2010 or the new senior debentures due 2030, we will refer to
them as the "exchange 2006 senior notes", the "exchange 2010 senior notes" or
the "exchange senior debentures", respectively. Whenever we refer collectively
in this prospectus to the exchange 2006 senior securities, the exchange 2010
senior securities and the exchange senior debentures, we will refer to them as
the "exchange senior securities". The unregistered 2006 senior notes and the
exchange 2006 senior notes are collectively referred to as the "2006 senior
notes"; the unregistered 2010 senior notes and the exchange 2010 senior notes
are collectively referred to as the "2010 senior notes"; the unregistered senior
debentures and the exchange senior debentures are collectively referred to as
the "senior debentures"; and the unregistered senior securities and the exchange
senior securities are collectively referred to as the "senior securities".
References to "$" and "dollars" are to United States dollars.
i
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into this
prospectus contain both historical and forward-looking statements. All
statements other than statements of historical fact are, or may be deemed to be,
forward-looking statements within the meaning of section 27A of the Securities
Act and section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are not based on historical facts, but rather reflect
our current expectations concerning future results and events. These
forward-looking statements generally can be identified by use of statements that
include phrases such as "believe," "expect," "anticipate," "intend," "plan,"
"foresee," "likely," "will" or other similar words or phrases. Similarly,
statements that describe our objectives, plans or goals are or may be
forward-looking statements. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements to be different from any future results,
performance and achievements expressed or implied by these statements. You
should review carefully all information, including the financial statements and
the notes to the financial statements, included or incorporated by reference
into this prospectus.
In addition to the risk factors described below under "Risk Factors,"
the following important factors could affect future results, causing these
results to differ materially from those expressed in our forward-looking
statements:
o the timing, impact and other uncertainties related to pending and
future acquisitions and dispositions by Viacom;
o the ability of Viacom to renew existing programming, licensing and
distribution agreements and to enter into new agreements;
o the impact of new technologies, including the magnitude of equity
losses and other uncertainties related to Viacom's Internet-based
investments;
o changes in tax requirements, including tax rate changes, new tax
laws and revised tax law interpretations; and
o interest rate fluctuations and other capital market conditions.
These factors and the other risk factors described in this prospectus
or incorporated by reference are not necessarily all of the important factors
that could cause actual results to differ materially from those expressed in any
of our forward-looking statements. Other unknown or unpredictable factors also
could have material adverse effects on our future results. The forward-looking
statements included in this prospectus are made only as of the date of this
prospectus and under section 27A of the Securities Act and section 21E of the
Exchange Act and we do not have any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances. We
cannot assure you that projected results or events will be achieved.
ii
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
20549; 7 World Trade Center, Suite 1300, New York, New York 10048; and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from the SEC's web site at
http://www.sec.gov. Our Class A common stock and Class B common stock are listed
on the New York Stock Exchange. Information about us also is available at the
New York Stock Exchange. In accordance with U.S. securities laws, the SEC has
granted Viacom International relief from its obligations to file annual,
quarterly and current reports, proxy statements and other information with the
SEC. Accordingly, Viacom International does not file separate financial
statements with the SEC and does not independently publish its financial
statements. Viacom International's financial condition, results of operations
and cash flows are consolidated into the financial statements of Viacom.
We are "incorporating by reference" specified documents that we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents that are considered part of this prospectus.
Later information that we file with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 by us until the exchange offer is
completed.
o Our Registration Statement on Form S-4, dated November 24, 1999.
o Our Annual Report on Form 10-K for the year ended December 31,
1999, as amended on April 28, 2000.
o Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000, June 30, 2000 and September 30, 2000.
o Our Current Report on Form 8-K dated May 4, 2000, as amended on
July 17, 2000, and our Current Reports on Form 8-K dated August 3,
2000, August 15, 2000, October 31, 2000, November 3, 2000, January
5, 2001 and January 8, 2001.
o Our definitive Proxy Statement dated June 5, 2000.
o CBS Annual Report on Form 10-K for the year ended December 31,
1999, as amended on April 28, 2000.
o The financial statements of Infinity Broadcasting Corporation, as
set forth in Item 8 to Infinity's Annual Report on Form 10-K for
the year ended December 31, 1999.
o The financial statements of Infinity Broadcasting Corporation, as
set forth in Item 1 to Infinity's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000.
o Our Registration Statement on Form S-4, dated November 22, 2000,
as amended by Form S-4/A dated December 7, 2000, by Form S-4/A
dated January 9, 2001 and by Form S-4/A dated January 12, 2001.
iii
You may obtain a copy of these filings at no cost, by writing or
telephoning us at the following address:
Viacom Inc.
1515 Broadway
52nd Floor
New York, New York 10036
Attn: Investor Relations
Phone Number: (212) 258-6000
In addition, copies of all documents that we incorporated into this
prospectus by reference may be obtained free of charge at the offices of
Kredietbank S.A. Luxembourgeoise, 43, Boulevard Royal, L-2955 Luxembourg, our
Luxembourg paying and transfer agent.
iv
PROSPECTUS SUMMARY
The following summary highlights selected information from this
prospectus and does not contain all of the information that you should consider
before participating in this exchange offer. You should read the entire
prospectus, accompanying letter of transmittal and documents incorporated by
reference carefully.
THE COMPANY
We are a diversified entertainment company with operations in seven
segments: Cable Networks, Television, Entertainment, Video, Publishing, Online
and Infinity. The Cable Networks segment operates MTV: MUSIC TELEVISION(R),
SHOWTIME(R), NICKELODEON(R)/NICK AT NITE(R), VH1 MUSIC FIRST(R), TV LAND(R),
TNN: THE NATIONAL NETWORK(TM) (formerly, The Nashville Network) and COUNTRY
MUSIC TELEVISION(TM), among other program services. The Television segment
consists of CBS(R) and UPN(R) television networks, our 39 broadcast television
stations, and production and distribution of television programming through
PARAMOUNT TELEVISION(R), VIACOM(R) PRODUCTIONS, SPELLING TELEVISION(R), BIG
TICKET TELEVISION(R) and CBS(R) ENTERPRISES(TM) (including KING WORLD(R)
PRODUCTIONS). The Entertainment segment produces and distributes theatrical
motion pictures through PARAMOUNT PICTURES(R), operates movie theater and music
publishing operations and, through PARAMOUNT PARKS(R), owns and operates five
theme parks and a themed attraction in the United States and Canada. The Video
segment consists of an approximately 82% equity interest in BLOCKBUSTER(R) INC.,
which operates and franchises video stores worldwide, primarily under the
BLOCKBUSTER(R) brand. The remainder of Blockbuster's common stock was sold to
the public in August 1999. The Publishing segment publishes and distributes
consumer books and related multimedia products, under such imprints as SIMON &
SCHUSTER(R), POCKET BOOKS(R), SCRIBNER(R) and THE FREE PRESS(TM). The Online
segment provides online music and children's destinations featuring
entertainment, information, community tools and e-commerce, through SonicNet.com
and Internet sites currently related to MTV: MUSIC TELEVISION(R),
NICKELODEON/NICK AT NITE(R), VH1 MUSIC FIRST(R) and COUNTRY MUSIC
TELEVISION(TM). The Online segment also includes other Internet businesses,
which consist primarily of the operation of the Internet site CBS.com, and the
investment in iWon.com. We also have investments in other Internet-based
companies such as MarketWatch.com, Inc., SportsLine.com, Inc. and Hollywood.com,
Inc. The Infinity segment consists of an approximately 64.2% equity interest in
Infinity Broadcasting Corporation which operates radio stations and outdoor
advertising properties, including INFINITY BROADCASTING(R), INFINITY OUTDOOR(TM)
and TDI(R). As described in more detail under "Recent Developments" below, we
and Infinity have entered into a merger agreement under which we will acquire
the approximately 35.8% equity interest in Infinity that we do not currently
own. On January 23, 2001, we acquired the Black Entertainment Television cable
network pursuant to an agreement with BET Holding II, Inc. We were incorporated
in 1986 under the laws of the State of Delaware. Our principal offices are
located at 1515 Broadway, New York, New York 10036 and our telephone number is
(212) 258-6000.
THE GUARANTOR
Viacom International, the guarantor of the senior securities, was
incorporated under the laws of the State of Delaware on May 19, 1995 and has its
corporate headquarters at 1515 Broadway, New York, New York 10036. Viacom
International has 100 shares of common stock outstanding, all of which are held
by Viacom. The operating assets of Viacom International and its subsidiaries
include MTV: MUSIC TELEVISION(R), SHOWTIME(R), NICKELODEON(R)/NICK AT NITE(TM),
VH1 MUSIC FIRST(R), TV LAND(R), approximately 18 broadcast television stations,
BLOCKBUSTER INC., publishing imprints
1
such as SIMON & SCHUSTER(R) and THE FREE PRESS(TM), the businesses of Paramount
and certain related Internet sites. In accordance with U.S. securities laws, the
SEC has granted Viacom International relief from its obligations to file annual,
quarterly and current reports, proxy statements and other information with the
SEC. Accordingly, Viacom International does not file separate financial
statements with the SEC and does not independently publish its financial
statements. Viacom International's financial condition, results of operations
and cash flows are consolidated into the financial statements of Viacom.
CERTAIN SUBSIDIARIES
Viacom has two subsidiaries which are subject to the reporting
requirements of the Exchange Act. These subsidiaries are Blockbuster Inc. and
Infinity Broadcasting Corporation.
Blockbuster, incorporated under the laws of the State of Delaware in
1989, has its corporate headquarters at 1201 Elm Street, Dallas, Texas 75270. As
of December 31, 2000, Blockbuster had 31,011,114 shares of Class A common stock
and 144,000,000 shares of Class B common stock outstanding. Blockbuster is a
retailer of rentable home videocassettes, DVDs and video games, and has stores
throughout the United States and in many other countries. Blockbuster operates
primarily under the Blockbuster brand name. Blockbuster's financial condition,
results of operations and cash flows are consolidated into the financial
statements of Viacom. We own an approximately 82% equity interest in
Blockbuster.
Infinity, incorporated under the laws of the State of Delaware in 1998,
has its corporate headquarters at 40 West 57th Street, New York, New York 10019.
As of December 31, 2000, Infinity had 390,913,206 shares of Class A common stock
and 700,000,000 shares of Class B common stock outstanding. Infinity operates
radio stations and outdoor advertising properties. Infinity's financial
condition, results of operations and cash flows are consolidated into the
financial statements of Viacom. We own an approximately 64.2% equity interest in
Infinity and have entered into an agreement to acquire the approximately 35.8%
equity interest that we do not currently own. See "Recent Developments."
RECENT DEVELOPMENTS
On May 4, 2000, CBS Corporation merged with and into Viacom. The total
purchase price of approximately $39.8 billion represents the issuance of
approximately 825.5 million shares of Viacom non-voting Class B common stock and
11,004 shares of Viacom Series C convertible preferred stock (which were
subsequently converted into shares of Viacom non-voting Class B common stock),
the estimated fair value of CBS stock options which were assumed by Viacom, and
estimated transaction costs. The merger was accounted for by the purchase method
of accounting and the purchase price was allocated to the tangible and
identifiable intangible assets acquired and liabilities assumed, according to
their respective fair values, with the excess purchase price being allocated to
goodwill. In addition, Viacom assumed approximately $3.7 billion of CBS debt.
On October 30, 2000, Viacom and Infinity entered into a merger
agreement under which Viacom will acquire all of the approximately 35.8% of the
issued and outstanding shares of Infinity common stock that it does not
currently own. Pursuant to the merger agreement, Viacom will exchange 0.592 of a
share of Viacom non-voting Class B common stock for each share of Infinity Class
A common stock. Viacom's Board of Directors and Infinity's Board of Directors
approved the merger agreement after approval by a special committee of
Infinity's independent directors. The special committee was advised by separate
legal and financial advisors. In light of a recent Delaware Chancery Court
decision unrelated to Viacom or Infinity which created uncertainty regarding the
vote required to approve the merger, Viacom and Infinity have decided to seek
the approval of Infinity's minority stockholders. A special
2
meeting of Infinity's stockholders will be held on February 21, 2001 to consider
the merger. Viacom expects the merger to be completed immediately following the
stockholders' meeting. As of December 31, 2000, there were approximately 390.9
million shares of Infinity Class A common stock outstanding held by shareholders
other than Viacom.
On January 23, 2001, Viacom acquired Black Entertainment Television for
approximately $2.3 billion of Viacom non-voting Class B common stock plus the
assumption of approximately $575 million of debt. The final exchange ratio was
based on the trading prices of Viacom non-voting Class B common stock during a
measurement period immediately before the closing of the transaction.
3
Summary of the Terms of the Exchange Offer
On January 17, 2001, we issued $400 million aggregate principal amount
of unregistered 6.40% senior notes due 2006, $500 million aggregate principal
amount of unregistered 7.70% senior notes due 2010 and $750 million aggregate
principal amount of unregistered 7.875% senior debentures due 2030. The
unregistered senior securities are unconditionally guaranteed as to payment of
principal and interest by Viacom International. On the same day, we and the
initial purchasers of the unregistered senior securities entered into a
registration rights agreement in which we agreed that you, as a holder of
unregistered senior securities, would be entitled to exchange your unregistered
senior securities for exchange senior securities registered under the Securities
Act but otherwise having substantially identical terms to the unregistered
senior securities. This exchange offer is intended to satisfy these rights.
After the exchange offer is completed, you will no longer be entitled to any
exchange or registration rights with respect to your senior securities. All of
the exchange senior securities will be our obligations and will be entitled to
the benefits of the indenture and supplemental indentures relating to the
unregistered senior securities. The exchange senior securities will also be
unconditionally guaranteed as to payment of principal and interest by Viacom
International. The form and terms of the exchange senior securities are
identical in all material respects to the form and terms of unregistered senior
securities, except:
o the exchange senior securities have been registered under the
Securities Act, and therefore, the exchange senior securities will
contain no restrictive legends;
o the exchange senior securities will not have registration rights;
and
o the exchange senior securities will not have rights to additional
interest.
The Exchange Offer............ We are offering to exchange $1,000 principal
amount of:
o 6.40% senior notes due 2006 which have been
registered under the Securities Act of 1933
for each $1,000 principal amount of our
unregistered 2006 senior notes. As of the
date of the prospectus, $400 million in
aggregate principal amount of unregistered
2006 senior notes are outstanding,
o 7.70% senior notes due 2010 which have been
registered under the Securities Act of 1933
for each $1,000 principal amount of our
unregistered 2010 senior notes. As of the
date of this prospectus, $500 million in
aggregate principal amount of unregistered
2010 senior notes are outstanding, and
o 7.875% senior debentures due 2030 which have
been registered under the Securities Act of
1933 for each $1,000 principal amount of our
unregistered 2030 senior debentures. As of
the date of this prospectus, $750 million in
aggregate principal amount of unregistered
2030 senior debentures are outstanding.
4
Expiration of Exchange Offer.. The exchange offer will expire at 5:00 p.m., New
York City time, on March 14, 2001, unless we
decide to extend the expiration date.
Resale of the Exchange
Senior Securities........... Based on interpretative letters of the SEC staff
to third parties unrelated to us, we believe
that you can resell and transfer the exchange
senior securities you receive pursuant to this
exchange offer, without compliance with the
registration and prospectus delivery provisions
of the Securities Act, provided that:
o any exchange senior securities to be received
by you will be acquired in the ordinary
course of your business;
o you are not engaged in, do not intend to
engage in or have any arrangement or
understanding with any person to participate
in the distribution of the unregistered
senior securities or exchange senior
securities;
o you are not an "affiliate" (as defined in
Rule 405 under the Securities Act) of Viacom
or Viacom International or, if you are such
an affiliate, you will comply with the
registration and prospectus delivery
requirements of the Securities Act to the
extent applicable;
o if you are a broker-dealer, you are not
engaged in, and do not intend to engage in,
the distribution of exchange senior
securities;
o if you are a broker-dealer, you will receive
exchange senior securities for your own
account in exchange for unregistered senior
securities that were acquired as a result of
market-making activities or other trading
activities and that you will deliver a
prospectus in connection with any resale of
such exchange senior securities; and
o you are not acting on behalf of any person
who could not truthfully make the foregoing
representations.
If you wish to accept the exchange offer, you
must represent to us that these conditions have
been met.
If our belief is inaccurate and you transfer any
exchange senior security without delivering a
prospectus meeting the requirements of the
Securities Act or without an exemption from
registration under the Securities Act, you may
incur
5
liability under the Securities Act. We do not
assume or indemnify you against such liability,
but we do not believe that any such liability
should exist.
Accrued Interest on the
Exchange Senior Securities
and Unregistered Senior
Securities.................. The exchange senior securities will accrue
interest from the date interest was last paid on
the unregistered senior securities. If no
interest was paid on your unregistered senior
securities, your exchange senior securities will
accrue interest from and including January 17,
2001. Interest will be paid on the exchange
senior securities semi-annually on January 30
and July 30 of each year, except that there will
be no January 30, 2001 interest payment date for
any exchange 2006 senior notes. Holders of
unregistered senior securities that are accepted
for exchange will be deemed to have waived the
right to receive any payment in respect of
interest accrued from the date of the last
interest payment date that was made in respect
of the unregistered senior securities until the
date of the issuance of the exchange senior
securities. Consequently, holders who exchange
their unregistered senior securities will
receive the same interest payments that they
would have received had they not accepted the
exchange offer.
Termination of the Exchange
Offer....................... We may terminate the exchange offer if we
determine that our ability to proceed with the
exchange offer could be materially impaired due
to any legal or governmental action, new law,
statute, rule or regulation or any
interpretation of the staff of the SEC of any
existing law, statute, rule or regulation. We do
not expect any of the foregoing conditions to
occur, although we cannot assure you that such
conditions will not occur. You will have certain
rights against our company under the
registration rights agreement should we fail to
consummate the exchange offer.
Procedures for Tendering
Unregistered Senior
Securities.................. If you wish to participate in the exchange
offer, you must transmit a properly completed
and signed letter of transmittal, and all other
documents required by the letter of transmittal,
to the exchange agent at the address set forth
in the letter of transmittal. These materials
must be received by the exchange agent before
5:00 p.m., New York City time, on March 14,
2001, the expiration date of the exchange offer.
You must also provide:
o a confirmation of any book-entry transfer of
unregistered senior securities tendered
electronically into the exchange agent's
account with DTC, Euroclear or Clearstream.
You must comply with DTC, Euroclear or
Clearstream's respective standard operating
procedures for electronic
6
tenders, by which you will agree to be bound
in the letter of transmittal; or
o physical delivery of your unregistered senior
securities to the exchange agent's address as
set forth in the letter of transmittal.
The letter of transmittal must also contain the
representations you must make to us as described
under "The Exchange Offer--Procedures for
Tendering."
Special Procedures for
Beneficial Owners........ If your unregistered senior securities are held
through a broker, dealer, commercial bank, trust
company or other nominee and you wish to tender
such senior notes, you should contact such
entity promptly and instruct it to tender your
unregistered senior securities on your behalf.
Guaranteed Delivery
Procedures for Unregistered
Senior Securities........... If you cannot meet the expiration deadline, or
you cannot deliver your unregistered senior
securities, the letter of transmittal or any
other documentation or comply with the
applicable procedures under DTC, Euroclear or
Clearstream standard operating procedures for
electronic tenders on time, you may tender your
unregistered senior securities according to the
guaranteed delivery procedures set forth under
"The Exchange Offer - Guaranteed Delivery
Procedures."
Withdrawal Rights............. You may withdraw the tender of your unregistered
senior securities at any time prior to 5:00
p.m., New York City time, on March 14, 2001,
the expiration date.
Consequences of Failure to
Exchange.................... If you are eligible to participate in this
exchange offer and you do not tender your
unregistered senior securities as described in
this prospectus, you will not have any further
registration rights or exchange rights. In that
case, your unregistered senior securities will
continue to be subject to restrictions on
transfer. As a result of such restrictions and
the availability of exchange senior securities,
the unregistered senior securities are likely to
be much less liquid securities than before. The
unregistered senior securities will, following
consummation of the exchange offer, bear
interest at the same rate as the exchange senior
securities.
Certain U.S. Federal Income
Tax Consequences............ The exchange of the unregistered senior
securities for exchange senior securities
pursuant to the exchange offer will not be a
taxable exchange for United States federal
income tax purposes. We believe that you will
not recognize any taxable
7
gain or loss solely as a result of the exchange.
Use of Proceeds............... We will not receive any proceeds from the
issuance of exchange senior securities pursuant
to the exchange offer.
Exchange Agents for
Unregistered Senior
Securities.................. Citibank, N.A., the trustee under the indenture
for the unregistered senior securities, is
serving as the principal exchange agent in
connection with the exchange offer. Citibank can
be reached at 111 Wall Street, 5th Floor, New
York, New York 10005; its telephone number is
(800) 422-2066 and its facsimile number is (212)
825-3483. Kredietbank S.A. Luxembourgeoise, our
Luxembourg listing, paying and transfer agent,
will also act as Luxembourg exchange agent. In
its capacity as Luxembourg exchange agent,
Kredietbank will act solely as an intermediary
between holders of unregistered senior
securities wishing to accept the exchange offer
and the principal exchange agent. Kredietbank
will forward the tenders it receives to the
principal exchange agent. Kredietbank can be
reached at 43, Boulevard Royal, L-2955
Luxembourg; its telephone number is (352) 47 97
3933 and its facsimile number is (352) 47 97 73
951.
8
DESCRIPTION OF THE EXCHANGE SENIOR SECURITIES
The following summarized provisions are subject to a number of
important exceptions and qualifications, which are described under the heading
"Description of the Senior Securities" in this prospectus.
Exchange Senior
Securities.............. $400,000,000 principal amount of 6.40% senior notes
due 2006. $500,000,000 principal amount of 7.70%
senior notes due 2010. $750,000,000 principal amount
of 7.875% senior debentures due 2030.
Maturity Dates............ January 30, 2006 for the exchange 2006 senior notes.
July 30, 2010 for the exchange 2010 senior notes.
July 30, 2030 for the exchange senior debentures.
Interest Payment Dates.... January 30 and July 30 of each year, beginning on
the interest payment date immediately following the
last interest payment date for which interest was
paid on unregistered senior securities which were
exchanged pursuant to the exchange offer, except
that there will be no January 30, 2001 interest
payment date for any exchange 2006 notes.
Optional Redemption....... The exchange 2010 senior notes and the exchange
senior debentures are redeemable at our option, in
whole or in part, at any time. The redemption price
is the principal amount of the exchange senior
securities redeemed, plus accrued and unpaid
interest, plus a make-whole premium based on a
discount rate of 25 basis points, in the case of the
exchange 2010 senior notes, and 35 basis points, in
the case of the exchange senior debentures, over an
appropriate treasury rate.
Covenants................. The indenture governing the exchange senior
securities contains covenants that, among other
things, limit our ability to:
o create certain liens;
o enter into certain sale and leaseback
transactions; and
o consolidate, merge or sell all or substantially
all of our assets.
Events of Default......... The indenture provides for events of default,
subject to applicable cure periods, including:
o we do not pay interest on a senior security
within 30 days of its due date;
o we do not pay the principal of or any premium on
a senior security on its due date;
o we remain in breach of a covenant or warranty in
respect of the indenture for 60 days after we
receive a written notice of default. The notice
must be sent by either the trustee or holders of
at least
9
25% in principal amount of a series of
outstanding senior securities;
o we are in default under agreements under which we
have indebtedness outstanding in excess of $250
million in the aggregate and which indebtedness
is due either at maturity or has been declared
due prior to maturity and remains unpaid;
o we fail to pay a money judgment in excess of $250
million for a period of 60 days after it becomes
final and not subject to further appeal; or
o we or Viacom International file for bankruptcy,
or other specified events of bankruptcy,
insolvency or reorganization occur.
Trustee................... Citibank, N.A.
Listing................... Application has been made to list the exchange
senior securities on the Luxembourg Stock Exchange.
10
SELECTED FINANCIAL DATA FOR VIACOM
The selected financial data presented below have been derived from, and
should be read together with, our audited consolidated financial statements and
the accompanying notes included in our annual report on Form 10-K for the year
ended December 31, 1999 and the unaudited interim consolidated financial
statements and the accompanying notes included in our quarterly report on Form
10-Q for the quarter ended September 30, 2000, both of which are incorporated by
reference into this prospectus.
Nine Months
Ended September 30,
(Unaudited) Year Ended December 31,
2000(a) 1999 1999 1998 1997 1996 1995
------- ---- ---- ---- ---- ---- ----
(in millions, except per share amounts)
Statement of Operations Data:
Revenues ............................. $13,900 $9,286 $12,859 $12,096 $10,685 $9,684 $8,700
Depreciation.......................... 528 367 497 442 447 331 244
Amortization of intangibles .......... 932 249 348 336 325 323 316
Operating income...................... 722 881 1,247 752 685 1,197 1,247
Earnings (loss) from continuing
operations ........................ (394) 239 372 (44) 374 152 88
Net earnings (loss) .................. (847) 201 334 (122) 794 1,248 223
Net earnings (loss) attributable to
common stock ...................... (847) 189 322 (150) 734 1,188 163
Earnings (loss) per common share:
Basic:
Earnings (loss) from continuing
operations ................... $ (.35) $ .33 $ .52 $ (.10) $ .44 $ .13 $ .04
Net earnings (loss).............. $ (.75) $ .27 $ .46 $ (.21) $ 1.04 $ 1.63 $ .22
Diluted:
Earnings (loss) from continuing
operations ................... $ (.35) $ .32 $ .51 $ (.10) $ .44 $ .13 $ .04
Net earnings (loss) ............. $ (.75) $ .27 $ .45 $ (.21) $ 1.04 $ 1.62 $ .22
Weighted average shares outstanding:
Basic............................ 1,134 695 695 709 706 728 725
Diluted.......................... 1,134 709 710 709 709 735 750
Other Data:
EBITDA (b)............................ $ 2,182 $1,497 $ 2,092 $ 1,530 $ 1,457 $1,851 $1,807
At September 30,
2000 (a) At December 31,
(Unaudited) 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ----
(in millions)
Balance Sheet Data:
Cash and cash equivalents............ $ 993 $ 681 $ 767 $ 292 $ 209 $ 464
Intangibles, net..................... 61,643 11,479 11,557 14,700 14,894 16,153
Total assets......................... 82,423 24,486 23,613 28,289 28,834 28,991
Long-term debt, net of current
portion ........................... 12,639 5,698 3,813 7,423 9,856 10,712
Stockholders' equity ................ 48,195 11,132 12,050 13,384 12,587 12,094
(a) Includes financial information for CBS Corporation from May 4, 2000, the
date of its merger with and into Viacom. Accordingly, operating results and
financial position are not necessarily comparable on a year-to-year basis.
(b) We define EBITDA as operating income before depreciation and amortization,
principally of goodwill related to business combinations. While many in the
financial community consider EBITDA to be an important measure of
comparative operating performance, you should consider it in addition to,
but not as a substitute for or superior to, operating income, net earnings,
cash flow and other measures of financial performance prepared in
accordance with generally accepted accounting principles.
11
SELECTED FINANCIAL DATA FOR CBS
The merger of CBS Corporation with and into Viacom was completed on May
4, 2000. Accordingly, relevant financial information for CBS is not reflected in
our historical financial statements for the periods set forth below. The
selected financial data presented below have been derived from, and should be
read together with, the audited consolidated financial statements of CBS and the
accompanying notes included in CBS' Annual Report on Form 10-K for the year
ended December 31, 1999 and the unaudited interim consolidated financial
statements and the accompanying notes for the quarter ended March 31, 2000
included in our Current Report on Form 8-K dated May 4, 2000, as amended on July
17, 2000, each of which is incorporated by reference into this prospectus.
Three Months
Ended March 31,
(Unaudited) Year Ended December 31,
2000 1999(a) 1999(a) 1998(a) 1997(a) 1996(a) 1995(a)
------- -------- -------- -------- -------- -------- --------
(in millions, except per share amounts)
Statement of Operations Data:
Revenues ............................. $2,406 $1,769 $7,373 $6,805 $5,367 $4,143 $1,074
Depreciation.......................... 69 33 148 137 120 105 32
Amortization of intangibles .......... 228 116 521 434 325 174 25
Operating income...................... 222 123 956 482 253 54 160
Net earnings (loss) .................. (38) 387 780 (21) 549 95 (10)
Net earnings (loss) per common share:
Basic:........................... $ (.05) $ .56 $ 1.10 $ (.03) $ .84 $ .12 $ (.25)
Diluted:......................... $ (.05) $ .55 $ 1.08 $ (.03) .84 $ .12 $ (.25)
Weighted average shares outstanding:
Basic............................ 752 693 702 696 629 401 370
Diluted.......................... 752 708 721 696 629 401 370
Other Data:
EBITDA (unaudited)(b)................. $ 519 $ 272 $ 1,625 $ 1,053 $ 698 $ 333 $ 217
At March 31,
2001 At December 31,
-------------------------------------------------------
(Unaudited) 1999(a) 1998(a) 1997(a) 1996(a) 1995(a)
----------- ------- ------- ------- ------- -------
(in millions)
Balance Sheet Data:
Cash and cash equivalents (c)........ $ 381 $ 249 $ 825 $ 67 $ 233 $ 226
Total assets(c)..................... 33,093 33,738 22,058 20,604 21,116 18,548
Intangibles, net..................... 24,548 24,917 15,463 12,727 11,320 6,638
Long-term debt, net of current
portion (c) ....................... 4,072 4,158 2,888 3,676 5,566 7,383
Stockholders' equity ................ 15,790 16,147 9,054 8,080 5,731 1,453
(a) Includes financial information for the following acquired entities from
their respective dates of acquistion: the outdoor advertising operations of
Outdoor Systems, Inc. as of December 7, 1999; King World Productions, Inc.
on November 15, 1999; the radio operations of American Radio on June 4,
1998; The Nashville Network and the remaining interest of Country Music
Television on September 30, 1997; Infinity Media Corporation on December
31, 1996; and CBS Inc. on November 24, 1995. Accordingly, operating results
are not necessarily comparable on a year-to-year basis.
(b) We define EBITDA as operating income before depreciation and amortization,
principally of goodwill related to business combinations. While many in the
financial community consider EBITDA to be an important measure of
comparative operating performance, you should consider it in addition to,
but not as a substitute for or superior to, operating income, net earnings,
cash flow and other measures of financial performance prepared in
accordance with generally accepted accounting principles.
(c) Financial information for all periods presented includes amounts for both
continuing and discontinued operations.
12
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma combined financial
information is based upon the historical financial statements of Viacom,
adjusted for the Viacom/CBS merger, certain other transactions and the
contemplated Viacom/Infinity merger. The unaudited pro forma combined condensed
statement of operations data for the nine months ended September 30, 2000 and
the year ended December 31, 1999 is presented as if the Viacom/CBS merger,
certain other transactions and the contemplated Viacom/Infinity merger had
occurred on January 1, 1999. The unaudited pro forma combined balance sheet data
at September 30, 2000 is presented as if the Viacom/Infinity merger had occurred
on September 30, 2000.
The summary unaudited pro forma combined condensed financial data is
for illustrative purposes only and does not necessarily indicate the operating
results or financial position that would have been achieved had the Viacom/CBS
merger, certain other transactions and the contemplated Viacom/Infinity merger
been completed as of the dates indicated or of the results that may be obtained
in the future. In addition, the data does not reflect synergies that might be
achieved from combining these operations.
Unaudited Pro Forma Combined Statement of Operations Data
Viacom/CBS Merger and
Viacom/CBS Merger Viacom/Infinity Merger
Nine Months Ended Year Ended Nine Months Ended Year Ended
September 30, 2000 December 31, 1999 September 30, 2000 December 31, 1999
(in millions, except per share amounts)
Statement of Operations Data:
Revenues ............................. $17,354 $22,157 $17,354 $22,157
Operating income...................... 863 1,513 707 1,304
Earnings (loss) from continuing
operations before income taxes ... 140 670 (16) 461
Loss from continuing operations....... (643) (284) (702) (435)
Loss from continuing operations
attributable to common stock ..... (643) (297) (702) (448)
Basic and diluted loss from
continuing operations per share.... $ (.43) $ (.20) $ (.40) $ (.26)
Basic and diluted weighted average
shares outstanding................. 1,508 1,506 1,739 1,737
Other Data:
EBITDA (a) ........................... $ 2,954 $ 4,209 $ 2,943 $ 4,194
Unaudited Pro Forma Combined Balance Sheet Data
(in millions)
Viacom/Infinity Merger
At September 30,
2000
----
Cash and cash equivalents.................................. $ 993
Total assets .............................................. 90,181
Long-term debt, net of current portion .................... 12,639
Stockholders' equity....................................... 61,605
(a) We define EBITDA as operating income before depreciation and amortization,
principally of goodwill related to business combinations. While many in the
financial community consider EBITDA to be an important measure of
comparative operating performance, you should consider it in addition to,
but not as a substitute for or superior to, operating income, net earnings,
cash flow and other measures of financial performance prepared in
accordance with generally accepted accounting principles.
13
RATIO OF EARNINGS TO FIXED CHARGES
(Unaudited)
The ratio of earnings to fixed charges for Viacom are set forth below,
on a pro forma basis, for the nine months ended September 30, 2000 and the year
ended December 31, 1999 to give effect to the Viacom/CBS merger, certain other
transactions and the contemplated Viacom/Infinity merger, as if the mergers each
occurred on January 1, 1999, and on a historical basis for the nine months ended
September 30, 2000 and for each year in the five-year period ended December 31,
1999.
For purposes of computing the following ratios, earnings represents
income from continuing operations before fixed charges and taxes. Fixed charges
represent interest expense, amortization of capitalized interest and such
portion of rental expense which represents an appropriate interest factor.
Nine Months Year Ended December 31,
Ended ---------------------------------------------------------------
September 30, 2000 1999 Viacom Historical
----------------------------------------------- ------------------------------- ------------------------------
Pro Forma for Pro Forma for
Viacom/CBS Viacom/CBS
Pro Forma for Merger and Pro Forma for Merger and
Viacom Viacom/CBS Viacom/Infinity Viacom/CBS Viacom/Infinity
Historical Merger Merger Merger Merger 1999 1998 1997 1996 1995
---------- ------ ------ ------ ------ ---- ---- ---- ---- ----
Ratio of
Earnings to
Fixed Charges.... 1.3x 1.2x 1.0x 1.5x 1.4x 2.2x 1.1x 2.0x 1.4x 1.5x
14
RISK FACTORS
An investment in the exchange senior securities is subject to numerous
risks, including, but not limited to those set forth below. In addition to the
information contained elsewhere in this prospectus, you should carefully
consider the following risk factors before deciding to exchange your
unregistered senior securities for exchange senior securities.
Fraudulent Conveyance Considerations
Our obligations under the exchange senior securities will be guaranteed
to the extent described in this prospectus by Viacom International. See
"Description of Senior Securities--Guarantees." Various federal and state
fraudulent conveyance laws have been enacted for the protection of creditors and
may be utilized by a court of competent jurisdiction to subordinate or avoid all
or part of any guarantee issued by Viacom International.
To the extent that a court were to find that (x) a guarantee was
incurred by Viacom International with the intent to hinder, delay or defraud any
present or future creditor or (y) Viacom International did not receive fair
consideration or reasonably equivalent value for issuing its guarantee and
Viacom International (i) was insolvent or rendered insolvent by reason of the
issuance of the guarantee, (ii) was engaged or about to engage in a business or
transaction for which the remaining assets of Viacom International constituted
unreasonably small capital to carry on its business or (iii) intended to incur,
or believed that it would incur, debts beyond its ability to pay such debts as
they matured, the court could subordinate or avoid all or part of such guarantee
in favor of Viacom International's other creditors. To the extent any guarantee
issued by Viacom International was voided as a fraudulent conveyance or held
unenforceable for any other reason, the holders of exchange senior securities
guaranteed by Viacom International could cease to have any claim against Viacom
International and would be creditors solely of Viacom.
We and Viacom International believe that the issuances of the
guarantees by Viacom International are not fraudulent conveyances. There can be
no assurance, however, that a court passing on such questions would reach the
same conclusions. In rendering their opinions on the validity of the exchange
senior securities and, if applicable, the related guarantees, neither our
counsel nor counsel for Viacom International will express any opinion as to
federal or state laws relating to fraudulent transfers.
USE OF PROCEEDS
We will not receive any proceeds from the exchange offer. In
consideration for issuing the exchange senior securities contemplated by this
prospectus, we will receive unregistered senior securities from you in like
principal amount. The unregistered senior securities surrendered in exchange for
the exchange senior securities will be retired and canceled and cannot be
reissued. Accordingly, issuance of the exchange senior securities will not
result in any change in our indebtedness.
15
CAPITALIZATION
The following table sets forth our capitalization as of September 30,
2000 on a historical basis, as reported by Viacom and on a pro forma basis to
reflect the contemplated Viacom/Infinity merger, the issuance and sale of the
senior securities and the repayment of notes payable to banks from the proceeds
of the issuance and sale of the senior securities.
At September 30, 2000(1)
(Unaudited)
---------------
Pro Forma for
Viacom/Infinity
Viacom Merger and
Historical this Offering
---------- -------------
(in millions, except per share
amounts)
Long-term debt:
Continuing operations:
Notes payable to banks (including commercial paper)........................ $ 6,046 $ 4,342
Senior notes and debentures (5.875%-9.75%, due 2000-2023).................. 3,879 3,879
Senior subordinated notes (8.875%-10.25%, due 2001-2007)................... 705 705
Subordinated exchange debentures (11.375%, due 2009)....................... 45 45
Obligations under capital leases........................................... 553 553
6.40% Senior notes due 2006................................................ -- 399
7.70% Senior notes due 2010................................................ 1,149 1,679
7.875% Senior debentures due 2030.......................................... 500 1,285
------- -------
Total debt............................................................. 12,877 12,887
------- -------
Stockholders' equity:
Class A common stock, par value $.01 per share; 500 shares authorized; 139
shares issued ................................................................. 1 1
Class B common stock, par value $.01 per share; 3,000 shares authorized; 1,454
shares issued, and 1,685 shares on a pro forma basis for the Infinity Merger. 15 17
Additional paid-in capital...................................................... 49,975 63,383
Retained earnings .............................................................. 1,401 1,401
Accumulated other comprehensive loss............................................ (126) (126)
Less: Treasury stock .......................................................... (3,071) (3,071)
--------- --------
Total stockholders' equity............................................. 48,195 61,605
-------- --------
Total capitalization................................................... $61,072 $74,492
======= =======
- --------------
(1) Except as set forth above and except as otherwise disclosed in any documents
incorporated herein by reference, there has been no material change in the total
capitalization of Viacom since September 30, 2000.
16
THE EXCHANGE OFFER
Purpose and Effect of Exchange Offer; Registration Rights
We sold the unregistered senior securities to Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Salomon Smith Barney Inc., as representatives of
the initial purchasers, on January 17, 2001. The initial purchasers then resold
the unregistered senior securities under an offering memorandum dated January 9,
2001 in reliance on Rule 144A and Regulation S under the Securities Act. On
January 17, 2001, we entered into a registration rights agreement with the
initial purchasers. Under the registration rights agreement, we agreed:
o to file with the SEC a registration statement relating to the exchange
offer under the Securities Act no later than March 18, 2001;
o to use our reasonable best efforts to cause the exchange offer
registration statement to be declared effective under the Securities
Act on or before July 16, 2001; and
o to use our reasonable best efforts to cause the exchange offer to be
consummated not later than 45 days following the date of effectiveness
of the exchange offer registration statement.
If you participate in the exchange offer, you will, with limited
exceptions, receive senior securities that are freely tradable and not subject
to restrictions on transfer. You should read the information in this prospectus
under the heading "Resales of Exchange Senior Securities" for more information
relating to your ability to transfer exchange senior securities.
If you wish to exchange unregistered senior securities for exchange
senior securities in the exchange offer, you will be required to make certain
representations in the letter of transmittal. These include representations
that:
o any exchange senior securities to be received by you will be acquired
in the ordinary course of your business;
o you are not engaged in, do not intend to engage in or have any
arrangement or understanding with any person to participate in the
distribution of the unregistered senior securities or exchange senior
securities;
o you are not an "affiliate" (as defined in Rule 405 under the
Securities Act) of Viacom or Viacom International or, if you are such
an affiliate, you will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable;
o if you are a broker-dealer, you are not engaged in, and do not intend
to engage in, the distribution of exchange senior securities;
o if you are a broker-dealer, you will receive exchange senior
securities for your own account in exchange for unregistered senior
securities that were acquired as a result of market-making activities
or other trading activities and that you will deliver a prospectus in
connection with any resale of such exchange senior securities; and
17
o you are not acting on behalf of any person who could not truthfully
make the foregoing representations.
The exchange offer is not being made to, nor will we accept tenders for
exchange from, holders of unregistered senior securities in any jurisdiction in
which the exchange offer or the acceptance of the exchange offer would not be in
compliance with the securities laws or blue sky laws of such jurisdiction.
If you are eligible to participate in the exchange offer and do not
tender your unregistered senior securities, you will hold the untendered
unregistered senior securities which will continue to be subject to restrictions
on transfer under the Securities Act.
Shelf Registration
In the registration rights agreement, we agreed to file a shelf
registration statement only if:
o after January 17, 2001, there is a change in law or applicable
interpretations of the law by the staff of the SEC, and as a result we
are not permitted to complete the exchange offer as contemplated by
the registration rights agreement;
o any holder of unregistered senior securities is not able to
participate in the exchange offer;
o any holder of unregistered senior securities does not receive fully
transferable exchange senior securities;
o the exchange offer registration statement is not declared effective by
July 16, 2001 or the exchange offer is not consummated within 45 days
after the exchange offer registration statement is declared effective,
although we may terminate such shelf registration statement at any
time, without penalty, if the exchange offer registration statement is
declared effective or the exchange offer is consummated; or
o upon the request of any of the initial purchasers made within 90 days
after the consummation of the exchange offer with respect to
unregistered senior securities not eligible to be exchanged in the
exchange offer and held by it following the consummation of the
exchange offer.
The shelf registration statement will permit only certain holders to
resell their unregistered senior securities from time to time. In addition, such
holders must:
o provide specified information in connection with the shelf
registration statement; and
o agree in writing to be bound by all provisions of the registration
rights agreement (including the applicable indemnification
obligations).
A holder who sells unregistered senior securities pursuant to the shelf
registration statement will be required to be named as a selling securityholder
in the prospectus and to deliver a copy of the prospectus to purchasers. If we
are required to file a shelf registration statement, we will provide to each
holder of unregistered senior securities copies of the prospectus that is a part
of the shelf registration statement and notify each such holder when the shelf
registration statement becomes effective. Such holder will be subject to certain
of the civil liability provisions under the Securities Act in connection with
such sales, and will be bound by the provisions of the registration rights
agreement which are applicable to such a holder (including the applicable
indemnification obligations).
18
If a shelf registration statement is required, we will use our
reasonable best efforts to:
o file the shelf registration statement with the SEC no later than (a)
August 15, 2001 or (b) the 60th day after such filing obligation
arises, whichever is later;
o use our reasonable efforts to cause the shelf registration statement
to be declared effective by the SEC no later than September 14, 2001;
and
o use our reasonable efforts to keep the shelf registration statement
effective until January 17, 2003, or if earlier until all of the
unregistered senior securities covered by the shelf registration
statement are sold thereunder or are already freely tradable.
During any 365-day period, we will have the ability to suspend the
availability of the shelf registration statement for up to 4 periods of up to 45
consecutive days (except for the consecutive 45-day period immediately prior to
the maturity of the notes), but no more than an aggregate of 90 days during any
365-day period, if our board of directors determines in good faith that there is
a valid purpose for the suspension.
Additional Interest
If a registration default (as defined below) occurs, we will be
required to pay additional interest to each holder of unregistered senior
securities. During the first 90-day period that a registration default occurs,
we will pay additional interest equal to 0.25% per annum. At the beginning of
the second and any subsequent 90-day period that a registration default is
continuing, the amount of additional interest will increase by an additional
0.25% per annum until all registration defaults have been cured. However, in no
event will the rate of additional interest exceed 0.50% per annum. Such
additional interest will accrue only for those days that a registration default
occurs and is continuing. All accrued additional interest will be paid to the
holders of the unregistered senior securities in the same manner as interest
payments on the unregistered senior securities are made, with payments being
made on the interest payment dates for the senior securities. Following the cure
of all registration defaults, no more additional interest will accrue. You will
not be entitled to receive any additional interest if you were, at any time
while the exchange offer was pending, eligible to exchange, and did not validly
tender, your unregistered senior securities for exchange senior securities in
the exchange offer.
A "registration default" includes any of the following:
o we fail to file any of the registration statements required by the
registration rights agreement on or before March 18, 2001;
o any of such registration statements is not declared effective by the
SEC on or before July 16, 2001;
o we fail to complete the exchange offer no later than 45 days following
the date of effectiveness of the exchange offer registration
statement; or
o the shelf registration statement or the exchange offer registration
statement is declared effective but thereafter ceases to be effective
or usable in connection with resales of the senior securities during
the period specified in the registration rights agreement, subject to
certain exceptions for limited periods of time with respect to the
shelf registration statement.
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The exchange offer is intended to satisfy our exchange offer
obligations under the registration rights agreement. The above summary of the
registration rights agreement is not complete and is subject to, and qualified
by reference to, all the provisions of the registration rights agreement. A copy
of the registration rights agreement is filed as an exhibit to the registration
statement that includes this prospectus.
Terms of the Exchange Offer
Upon the terms and subject to the conditions set forth in this
prospectus and in the accompanying letter of transmittal, we are offering to
exchange $1,000 principal amount of exchange senior securities for each $1,000
principal amount of unregistered senior securities. You may tender some or all
of your unregistered senior securities only in integral multiples of $1,000. As
of the date of this prospectus, $400 million aggregate principal amount of the
unregistered 2006 senior notes, $500 million aggregate principal amount of the
unregistered 2010 senior notes and $750 million aggregate principal amount of
the unregistered senior debentures are outstanding.
The terms of the exchange senior securities to be issued are
substantially similar to the unregistered senior securities, except that the
exchange senior securities have been registered under the Securities Act and,
therefore, the certificates for the exchange senior securities will not bear
legends restricting their transfer. The exchange senior securities will be
issued under and be entitled to the benefits of the Indenture, dated as of May
15, 1995, among us, our wholly owned subsidiary, Viacom International, as
guarantor, and Citibank, N.A., as successor to State Street Bank and Trust
Company and The First National Bank of Boston, Trustee. The Indenture was
supplemented by the First Supplemental Indenture, dated as of May 24, 1995, was
supplemented and amended by the Second Supplemental Indenture and Amendment No.
1, dated as of December 15, 1995, was supplemented by the Third Supplemental
Indenture, dated as of July 22, 1996, was supplemented by the Fourth
Supplemental Indenture, dated as of August 1, 2000, and, in connection with the
unregistered senior securities, was supplemented by a Fifth Supplemental
Indenture, dated January 17, 2001. We refer to the Indenture, as so supplemented
and amended, as the "Indenture."
In connection with the issuance of the unregistered senior securities,
we arranged for the unregistered senior securities to be issued and transferable
in book-entry form through the facilities of Euroclear, Clearstream Luxembourg
and DTC, acting as a depositary. The exchange senior securities will also be
issuable and transferable in book-entry form through Euroclear, Clearstream
Luxembourg and DTC.
There will be no fixed record date for determining the eligible holders
of the unregistered senior securities that are entitled to participate in the
exchange offer. We will be deemed to have accepted for exchange validly tendered
unregistered senior securities when and if we have given oral (promptly
confirmed in writing) or written notice of acceptance to the exchange agent. The
exchange agent will act as agent for the tendering holders of unregistered
senior securities for the purpose of receiving exchange senior securities from
us and delivering them to such holders.
If any tendered unregistered senior securities are not accepted for
exchange because of an invalid tender or the occurrence of certain other events
described herein, certificates for any such unaccepted unregistered senior
securities will be returned, without expenses, to the tendering holder thereof
as promptly as practicable after the expiration of the exchange offer.
Holders of unregistered senior securities who tender in the exchange
offer will not be required to pay brokerage commissions or fees or, subject to
the instructions in the letter of transmittal, transfer taxes
20
with respect to the exchange of unregistered senior securities for exchange
senior securities pursuant to the exchange offer. We will pay all charges and
expenses, other than certain applicable taxes, in connection with the exchange
offer. It is important that you read the section "Fees and Expenses" below for
more details regarding fees and expenses incurred in the exchange offer.
If we successfully complete this exchange offer, any unregistered
senior securities which holders do not tender or which we do not accept in the
exchange offer will remain outstanding and continue to accrue interest, but the
holders of unregistered senior securities after the exchange offer in general
will not have further rights under the registration rights agreement and we will
not have any further obligation to register the unregistered senior securities
under the Securities Act. In that case, holders wishing to transfer unregistered
senior securities would have to rely on exemptions from the registration
requirements of the Securities Act.
Conditions of the Exchange Offer
You must tender your unregistered senior securities in accordance with
the requirements of this prospectus and the letter of transmittal in order to
participate in the exchange offer. Notwithstanding any other provision of the
exchange offer, or any extension of the exchange offer, we will not be required
to accept for exchange any unregistered senior securities, and may terminate or
amend the exchange offer if:
o the exchange offer, or the making of any exchange by a senior security
holder, violates applicable law or any applicable interpretation of
the staff of the SEC,
o any action or proceeding shall have been instituted or threatened with
respect to the exchange offer which, in our judgment or the judgment
of the guarantor, would impair our ability to proceed with the
exchange offer, and
o any law, rule or regulation or applicable interpretations of the staff
of the SEC have been issued or promulgated which, in our good faith
determination or the good faith determination of the guarantor, does
not permit us to effect the exchange offer.
If we determine in our sole discretion that any of the above events or
conditions has occurred, we may, subject to applicable law, terminate the
exchange offer and return all unregistered senior securities tendered for
exchange, or we may waive any condition or amend the terms of the exchange
offer. Any determination by us concerning the events described above will be
final and binding upon parties.
Expiration Date; Extensions; Amendment; Termination
The exchange offer will expire at 5:00 p.m., New York City time, on
March 14, 2001, unless, in our sole discretion, we extend it.
We reserve the right, subject to applicable law:
o to delay accepting any unregistered senior security;
o to amend the terms of the exchange offer in any manner;
o to extend the exchange offer; or
o to terminate the exchange offer, if any of the conditions set forth
above occurs and we do not waive them.
21
We will give oral or written notice of any amendment, non-acceptance or
termination to registered holders of the unregistered senior securities as
promptly as practicable. In the case of any extension, we will notify the
exchange agent orally (promptly confirmed in writing) or in writing of any
extension. We will also notify the registered holders of unregistered senior
securities of the extension no later than 9:00 a.m., New York City time, on the
business day after the previously scheduled expiration of the exchange offer.
If we consider an amendment to the exchange offer to be material, we
will promptly inform the holders of unregistered senior securities of such
amendment in a reasonable manner.
If we decide to terminate the exchange offer, as set forth above, we
may
o refuse to accept any unregistered senior securities and return any
unregistered senior securities that have been tendered to the holders;
o extend the exchange offer and retain all unregistered senior
securities tendered prior to the expiration of the exchange offer,
subject to the rights of the holders of tendered unregistered senior
securities to withdraw their tendered unregistered senior securities,
or
o waive the termination event with respect to the exchange offer and
accept all properly tendered unregistered senior securities that have
not been withdrawn. If such waiver constitutes a material change in
the exchange offer, we will disclose the change by means of a
supplement to this prospectus that will be distributed to each
registered holder of unregistered senior securities, and we will
extend the exchange offer for a period of five to ten business days,
depending upon the significance of the waiver and the manner of
disclosure to the registered holders of the unregistered senior
securities, if the exchange offer would otherwise expire during that
period.
Without limiting the manner by which we may choose to make public
announcements of any delay in acceptance, extension, termination or amendment of
the exchange offer, we will have no obligation to publish, advertise, or
otherwise communicate any public announcement, other than by making a timely
release to a financial news service.
Interest on the Exchange Senior Securities
The exchange senior securities will accrue interest from the date
interest was last paid on the unregistered senior securities. If no interest was
paid on your unregistered senior securities, your exchange senior securities
will accrue interest from and including January 17, 2001. Interest will be paid
on the exchange senior securities semi-annually on January 30 and July 30 of
each year, except that there will be no January 30, 2001 interest payment date
for any exchange 2006 senior notes and the January 30, 2001 interest payment on
the 2010 senior notes and senior debentures has been made. Holders of
unregistered senior securities that are accepted for exchange will be deemed to
have waived the right to receive any payment in respect of interest accrued from
the date of the last interest payment date that was made in respect of the
unregistered senior securities until the date of the issuance of the exchange
senior securities. Consequently, holders who exchange their unregistered senior
securities will receive the same interest payments they would have received had
they not accepted the exchange offer.
Resale of Exchange Senior Securities
Based upon existing interpretations of the staff of the SEC set forth
in several no-action letters issued to third parties, we believe that the
exchange senior securities issued pursuant to the exchange offer in exchange for
the unregistered senior securities may be offered for resale, resold and
otherwise
22
transferred by their holders, without complying with the registration and
prospectus delivery provisions of the Securities Act, provided that:
o any exchange senior securities to be received by you will be acquired
in the ordinary course of your business;
o you are not engaged in, do not intend to engage in or have any
arrangement or understanding with any person to participate in the
distribution of the unregistered senior securities or exchange senior
securities;
o you are not an "affiliate" (as defined in Rule 405 under the
Securities Act) of Viacom or Viacom International or, if you are such
an affiliate, you will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable;
o if you are a broker-dealer, you are not engaged in, and do not intend
to engage in, the distribution of exchange senior securities;
o if you are a broker-dealer, you will receive exchange senior
securities for your own account in exchange for unregistered senior
securities that were acquired as a result of market-making activities
or other trading activities and that you will deliver a prospectus in
connection with any resale of such exchange senior securities; and
o you are not acting on behalf of any person who could not truthfully
make the foregoing representations.
Holders of unregistered senior securities wishing to accept the
exchange offer must represent to us that such conditions have been met.
Each broker-dealer that receives exchange senior securities in exchange
for unregistered senior securities held for its own account, as a result of
market-making or other trading activities, must acknowledge that it will deliver
a prospectus in connection with any resale of the exchange senior securities.
The letter of transmittal states that by so acknowledging and by delivering a
prospectus, such broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. The prospectus, as it
may be amended or supplemented from time to time, may be used by such
broker-dealer in connection with resales of exchange senior securities received
in exchange for unregistered senior securities. We have agreed that, for a
period of 180 days after the expiration of the exchange offer, we will make this
prospectus and any amendment or supplement to this prospectus available to any
such broker-dealer for use in connection with any such resale.
Clearing of the Exchange Senior Securities
Upon consummation of the exchange offer, the exchange 2006 senior notes
will have different CUSIP numbers, different Common Codes and different ISINs
from those under which the unregistered 2006 senior securities have traded (and,
to the extent not tendered, will continue to trade). Upon consummation of the
exchange offer, the exchange 2010 senior notes and the exchange debentures will
have the same CUSIP numbers, Common Codes and ISINs given to our 7.70% senior
notes due 2010 and our 7.875% senior debentures due 2030, respectively, which
were issued on August 1, 2000.
Senior securities that were issued under Regulation S that are not
tendered for exchange will continue to clear through Euroclear and Clearstream
Luxembourg under their original Common Codes and their ISINs will remain the
same. Regulation S senior securities (unless acquired by a manager as part of
their original distribution) may
23
now be sold in the United States or to U.S. persons and, upon any such transfer,
a beneficial interest in the Regulation S global senior securities will be able
to be exchanged for an interest in the exchange global senior security in
accordance with procedures established by Euroclear or Clearstream Luxembourg
and DTC.
Beneficial interests in the restricted Regulation S global senior
securities may be transferred to a person who takes delivery in the form of an
interest in the Regulation S global senior securities upon receipt by the
trustee of a written certification from the transferor, in the form provided in
the Indenture, to the effect that the transfer is being made in accordance with
Rule 903 or 904 of Regulation S.
We cannot predict the extent to which beneficial owners of an interest
in the Regulation S global senior securities will participate in the exchange
offer. Beneficial owners should consult their own financial advisors as to the
benefits to be obtained from exchange.
Procedures for Tendering
The term "holder" with respect to the exchange offer means any person
in whose name unregistered senior securities are registered on our books or any
other person who has obtained a properly completed bond power from the
registered holder, or any person whose unregistered senior securities are held
of record by DTC, Euroclear or Clearstream Luxembourg who desires to deliver
such unregistered senior securities by book-entry transfer at DTC, Euroclear or
Clearstream Luxembourg, as the case may be.
Except in limited circumstances, only a Euroclear participant,
Clearstream Luxembourg participant or DTC participant listed on a DTC
securities position listing with respect to the unregistered senior securities
may tender its unregistered senior securities in the exchange offer. To tender
unregistered senior securities in the exchange offer:
o holders of unregistered senior securities that are DTC participants
may follow the procedures for book-entry transfer as provided for
below under "Book-Entry Transfer" and in the letter of transmittal.
o Euroclear participants and Clearstream Luxembourg participants on
behalf of the beneficial owners of senior securities are required to
use book-entry transfer pursuant to the standard operating procedures
of Euroclear or Clearstream Luxembourg, as the case may be, which
include transmission of a computer-generated message to Euroclear or
Clearstream Luxembourg, as the case may be, in lieu of a letter of
transmittal. See the term "agent's message" under "Book-Entry
Transfer."
In addition, either:
o the exchange agent must receive any corresponding certificate or
certificates representing unregistered senior securities along with
the letter of transmittal;
o the exchange agent must receive, before expiration of the exchange
offer, a timely confirmation of book-entry transfer of unregistered
senior securities into the exchange agent's account at DTC, Euroclear
or Clearstream Luxembourg according to their respective standard
operating procedures for electronic tenders described below and a
properly transmitted agent's message described below; or
o the holder must comply with the guaranteed delivery procedures
described below.
24
The tender by a holder of unregistered senior securities will
constitute an agreement between such holder and us in accordance with the terms
and subject to the conditions set forth in this prospectus and in the letter of
transmittal. If less than all the unregistered senior securities held by a
holder of unregistered senior securities are tendered, a tendering holder should
fill in the amount of unregistered senior securities being tendered in the
specified box on the letter of transmittal. The entire amount of unregistered
senior securities delivered to the exchange agent will be deemed to have been
tendered unless otherwise indicated.
The method of delivery of unregistered senior securities, the letter of
transmittal and all other required documents or transmission of an agent's
message, as described under "Book Entry Transfer," to the exchange agent is at
the election and risk of the holder. Instead of delivery by mail, we recommend
that holders use an overnight or hand delivery service. In all cases, sufficient
time should be allowed to assure timely delivery prior to the expiration of the
exchange offer. No letter of transmittal or unregistered senior securities
should be sent to us. Delivery of documents to DTC, Euroclear or Clearstream
Luxembourg in accordance with their respective procedures will not constitute
delivery to the exchange agent.
Any beneficial holder whose unregistered senior securities are
registered in the name of his broker, dealer, commercial bank, trust company or
other nominee and who wishes to tender should contact such registered holder
promptly and instruct such registered holder to tender on his behalf. If such
beneficial holder wishes to tender on his own behalf, such beneficial holder
must, prior to completing and executing the letter of transmittal and delivering
his or her unregistered senior securities, either:
o make appropriate arrangements to register ownership of the
unregistered senior securities in such holder's name, or
o obtain a properly completed bond power from the registered holder.
The transfer of record ownership may take considerable time and may not
be completed prior to the expiration date.
Signatures on a letter of transmittal or a notice of withdrawal as
described in "-- Withdrawal of Tenders" below, as the case may be, must be
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc., a commercial bank or trust
company having an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange
Act, unless the unregistered senior securities tendered pursuant thereto are
tendered:
o by a registered holder who has not completed the box entitled "Special
Registration Instructions" or "Special Delivery Instructions" on the
letter of transmittal; or
o for the account of an eligible institution.
If the letter of transmittal is signed by a person other than the
registered holder of any unregistered senior securities listed therein, the
unregistered senior securities must be endorsed or accompanied by appropriate
bond powers which authorize the person to tender the unregistered senior
securities on behalf of the registered holder, in either case signed as the name
of the registered holder or holders appears on the unregistered senior
securities. If the letter of transmittal or any unregistered senior securities
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so
25
indicate when signing and, unless waived by us, evidence satisfactory to us of
their authority to so act must be submitted with the letter of transmittal.
We will determine in our sole discretion all the questions as to the
validity, form, eligibility (including time of receipt), acceptance and
withdrawal of the tendered unregistered senior securities. Our determinations
will be final and binding. We reserve the absolute right to reject any and all
unregistered senior securities not validly tendered or any unregistered senior
securities our acceptance of which would, in the opinion of our counsel, be
unlawful. We also reserve the absolute right to waive any irregularities or
conditions of tender as to particular unregistered senior securities. Our
interpretation of the terms and conditions of the exchange offer (including the
instructions in the letter of transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of unregistered senior securities must be cured within such time as we will
determine. Neither we, the exchange agent nor any other person shall be under
any duty to give notification of defects or irregularities with respect to
tenders of unregistered senior securities nor shall any of them incur any
liability for failure to give such notification. Tenders of unregistered senior
securities will not be deemed to have been made until such irregularities have
been cured or waived. Any unregistered senior securities received by the
exchange agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned without cost by
the exchange agent to the tendering holder of such unregistered senior
securities unless otherwise provided in the letter of transmittal, as soon as
practicable following the expiration date of the exchange offer.
In addition, we reserve the right in our sole discretion to (a)
purchase or make offers for any unregistered senior securities that remain
outstanding subsequent to the expiration date, and (b) to the extent permitted
by applicable law, purchase unregistered senior securities in the open market,
in privately negotiated transactions or otherwise. The terms of any such
purchases or offers may differ from the terms of the exchange offer.
By signing the letter of transmittal, each tendering holder of
unregistered senior securities will represent to us that, among other things:
o any exchange senior securities to be received by the holder will be
acquired in the ordinary course of the holder's business;
o the holder is not engaged in, does not intend to engage in or have any
arrangement or understanding with any person to participate in the
distribution of the unregistered senior securities or exchange senior
securities;
o the holder is not an "affiliate" (as defined in Rule 405 under the
Securities Act) of Viacom or Viacom International or, if the holder is
such an affiliate, the holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent
applicable;
o if the holder is a broker-dealer, the holder is not engaged in, and
does not intend to engage in, the distribution of exchange senior
securities;
o if the holder is a broker-dealer, the holder will receive exchange
senior securities for the holder's own account in exchange for
unregistered senior securities that were acquired as a result of
market-making activities or other trading activities and that the
holder will deliver a prospectus in connection with any resale of such
exchange senior securities (see "Plan of Distribution" below); and
26
o the holder is not acting on behalf of any person who could not
truthfully make the foregoing representations.
Book-Entry Transfer
We understand that the exchange agent will make a request promptly
after the date of this document to establish accounts with respect to the
unregistered senior securities at DTC, Euroclear or Clearstream Luxembourg for
the purpose of facilitating the exchange offer. Any financial institution that
is a participant in DTC's system may make book-entry delivery of unregistered
senior securities by causing DTC to transfer such unregistered senior securities
into the exchange agent's DTC account in accordance with DTC's Automated Tender
Offer Program procedures for such transfer. Any participant in Euroclear or
Clearstream Luxembourg may make book-entry delivery of Regulation S unregistered
senior securities by causing Euroclear or Clearstream Luxembourg to transfer
such senior securities into the exchange agent's account in accordance with
established Euroclear or Clearstream Luxembourg procedures for transfer. The
exchange for tendered unregistered senior securities will only be made after a
timely confirmation of a book-entry transfer of the unregistered senior
securities into the exchange agent's account, and timely receipt by the exchange
agent of an agent's message.
The term "agent's message" means a message, transmitted by DTC,
Euroclear or Clearstream Luxembourg, as the case may be, and received by the
exchange agent and forming part of the confirmation of a book-entry transfer,
which states that DTC, Euroclear or Clearstream Luxembourg, as the case may be,
has received an express acknowledgment from a participant tendering unregistered
senior securities and that such participant has received an appropriate letter
of transmittal and agrees to be bound by the terms of the letter of transmittal,
and we may enforce such agreement against the participant. Delivery of an
agent's message will also constitute an acknowledgment from the tendering DTC,
Euroclear or Clearstream Luxembourg participant, as the case may be, that the
representations contained in the appropriate letter of transmittal and described
above are true and correct.
Guaranteed Delivery Procedures
Holders who wish to tender their unregistered senior securities and (i)
whose unregistered senior securities are not immediately available, or (ii) who
cannot deliver their unregistered senior securities, the letter of transmittal,
or any other required documents to the exchange agent prior to the expiration
date, or if such holder cannot complete the procedure under the respective DTC,
Euroclear or Clearstream Luxembourg standard operating procedures for electronic
tenders before expiration of the exchange offer, may tender their unregistered
senior securities if:
o the tender is made through an eligible institution;
o before expiration of the exchange offer, the exchange agent receives
from the eligible institution either a properly completed and duly
executed notice of guaranteed delivery in the form accompanying this
prospectus, by facsimile transmission, mail or hand delivery, or a
properly transmitted agent's message in lieu of notice of guaranteed
delivery:
o setting forth the name and address of the holder and the
registered number(s), the certificate number or numbers of the
unregistered senior securities tendered and the principal amount
of unregistered senior securities tendered;
o stating that the tender offer is being made by guaranteed
delivery; and
27
o guaranteeing that, within five business days after expiration of
the exchange offer, the letter of transmittal, or facsimile of
the letter of transmittal, together with the unregistered senior
securities tendered or a book-entry confirmation, and any other
documents required by the letter of transmittal will be deposited
by the eligible institution with the exchange agent; and
o the exchange agent receives the properly completed and executed letter
of transmittal, or facsimile of the letter of transmittal, as well as
all tendered unregistered senior securities in proper form for
transfer or a book-entry confirmation, and all other documents
required by the letter of transmittal, within five business days after
expiration of the exchange offer.
Upon request to the exchange agent, a notice of guaranteed delivery
will be sent to holders who wish to tender their unregistered senior securities
according to the guaranteed delivery procedures set forth above.
Withdrawal of Tenders
Except as otherwise provided herein, tenders of unregistered senior
securities may be withdrawn at any time prior to 5:00 p.m., New York City time,
on March 14, 2001.
For a withdrawal to be effective:
o the exchange agent must receive a written notice, which may be by
telegram, telex, facsimile transmission or letter, of withdrawal at
the address set forth below under "Exchange Agent"; or
o for DTC, Euroclear or Clearstream Luxembourg participants, holders
must comply with their respective standard operating procedures for
electronic tenders and the exchange agent must receive an electronic
notice of withdrawal from DTC, Euroclear or Clearstream Luxembourg.
Any notice of withdrawal must:
o specify the name of the person who tendered the unregistered senior
securities to be withdrawn;
o identify the unregistered senior securities to be withdrawn, including
the certificate number or numbers and principal amount of the
unregistered senior securities to be withdrawn;
o be signed by the person who tendered the unregistered senior
securities in the same manner as the original signature on the letter
of transmittal, including any required signature guarantees; and
o specify the name in which the unregistered senior securities are to be
re-registered, if different from that of the withdrawing holder.
If unregistered senior securities have been tendered pursuant to the
procedure for book-entry transfer described above, any notice of withdrawal must
specify the name and number of the account at DTC, Euroclear or Clearstream
Luxembourg to be credited with the withdrawn unregistered senior
28
securities and otherwise comply with the procedures of the facility. We will
determine all questions as to the validity, form and eligibility (including time
of receipt) for such withdrawal notices, and our determination shall be final
and binding on all parties. Any unregistered senior securities so withdrawn will
be deemed not to have been validly tendered for purposes of the exchange offer
and no exchange senior securities will be issued with respect thereto unless the
unregistered senior securities so withdrawn are validly tendered. Any
unregistered senior securities which have been tendered but which are not
accepted for exchange will be returned to the holder without cost to such holder
as soon as practicable after withdrawal, rejection of tender or termination of
the exchange offer. Properly withdrawn unregistered senior securities may be
re-tendered by following the procedures described above under "Procedures for
Tendering" at any time prior to the expiration date.
Consequences of Failure to Exchange
Unregistered senior securities that are not exchanged will remain
"restricted securities" within the meaning of Rule 144(a)(3) of the Securities
Act. Accordingly, they may not be offered, sold, pledged or otherwise
transferred, except:
o to us or to any of our subsidiaries,
o inside the United States to a qualified institutional buyer in
compliance with Rule 144A,
o inside the United States to an institutional accredited investor that,
prior to such transfer, furnishes to the trustee a signed letter
containing certain representations and agreements relating to the
restrictions on transfer of the unregistered senior securities, the
form of which you can obtain from the trustee, and, at our request, an
opinion of counsel acceptable to us that the transfer complies with
the Securities Act,
o outside the United States in compliance with Rule 904 under the
Securities Act,
o pursuant to the exemption from registration provided by Rule 144 under
the Securities Act, if available, or
o pursuant to an effective registration statement under the Securities
Act.
The liquidity of the unregistered senior securities could be adversely
affected by the exchange offer. Following the consummation of the exchange
offer, holders of unregistered senior securities will have no further
registration rights under the registration rights agreement.
Exchange Agent
Citibank, N.A. has been appointed as the principal exchange agent and
Kredietbank S.A. Luxembourgeoise has been appointed as the Luxembourg exchange
agent for the exchange of the unregistered senior securities. In its capacity as
Luxembourg exchange agent, Kredietbank will act solely as an intermediary
between holders of unregistered senior securities wishing to accept the exchange
offer and the principal exchange agent. Kredietbank will forward the tenders it
receives to the principal exchange agent. Questions and requests for assistance
relating to the exchange of the unregistered senior securities should be
directed to the exchange agents addressed as follows:
By Mail or Hand Delivery:
Citibank, N.A. Kredietbank S.A. Luxembourgeoise
29
111 Wall Street, 5th Floor 43, Boulevard Royal
New York, New York 10005 L-2955 Luxembourg
Facsimile Transmission: Facsimile Transmission:
(212) 825-3483 (352) 47 97 73 951
Confirm by Telephone: Confirm by Telephone:
(800) 422-2066 (352) 47 97 3933
Fees and Expenses
We will bear the expenses of soliciting tenders pursuant to the
exchange offer. The principal solicitation for tenders pursuant to the exchange
offer is being made by mail. Additional solicitations may be made by our
officers and regular employees and our affiliates in person, by telegraph or
telephone.
We will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. We, however, will pay the exchange
agent reasonable and customary fees for its services and will reimburse the
exchange agent for its related reasonable out-of-pocket expenses and accounting
and legal fees. We may also pay brokerage houses and other custodians, nominees
and fiduciaries the reasonable out-of-pocket expenses incurred by them in
forwarding copies of this prospectus, letters of transmittal and related
documents to the beneficial owners of the unregistered senior securities and in
handling or forwarding tenders for exchange.
We will pay all transfer taxes, if any, applicable to the exchange of
unregistered senior securities pursuant to the exchange offer. The tendering
holder, however, will be required to pay any transfer taxes whether imposed on
the registered holder or any other person, if:
o certificates representing exchange senior securities or unregistered
senior securities for principal amounts not tendered or accepted for
exchange are to be delivered to, or are to be registered or issued in
the name of, any person other than the registered holder of
unregistered senior securities tendered;
o tendered unregistered senior securities are registered in the name of
any person other than the person signing the letter of transmittal; or
o a transfer tax is imposed for any reason other than the exchange of
unregistered senior securities under the exchange offer.
If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with the letter of transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
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DESCRIPTION OF SENIOR SECURITIES
Whenever we refer in this prospectus to the senior notes due 2006
issued on January 17, 2001, the senior notes due 2010 issued on January 17,
2001, or the senior debentures due 2030 issued on January 17, 2001, we will
refer to them as the "unregistered 2006 senior notes", the "unregistered 2010
senior notes", or the "unregistered senior debentures", respectively. Whenever
we refer collectively in this prospectus to the unregistered 2006 senior notes,
the unregistered 2010 senior notes and the unregistered senior debentures, we
will refer to them as the "unregistered senior securities". Whenever we refer in
this prospectus to the new senior notes due 2006, the new senior notes due 2010
or the new senior debentures due 2030, we will refer to them as the "exchange
2006 senior notes", the "exchange 2010 senior notes" or the "exchange senior
debentures", respectively. Whenever we refer collectively in this prospectus to
the exchange 2006 senior securities, the exchange 2010 senior securities and the
exchange senior debentures, we will refer to them as the "exchange senior
securities". The unregistered 2006 senior notes and the exchange 2006 senior
notes are collectively referred to as the "2006 senior notes"; the unregistered
2010 senior notes and the exchange 2010 senior notes are collectively referred
to as the "2010 senior notes"; the unregistered senior debentures and the
exchange senior debentures are collectively referred to as the "senior
debentures"; and the unregistered senior securities and the exchange senior
securities are collectively referred to as the "senior securities".
General
We issued the unregistered senior securities and will issue the
exchange senior securities under the Indenture, dated as of May 15, 1995, among
us, our wholly owned subsidiary, Viacom International, as guarantor, and
Citibank, N.A., as successor to State Street Bank and Trust Company and The
First National Bank of Boston, Trustee. The Indenture was supplemented by the
First Supplemental Indenture, dated as of May 24, 1995, was supplemented and
amended by the Second Supplemental Indenture and Amendment No. 1, dated as of
December 15, 1995, was supplemented by the Third Supplemental Indenture, dated
as of July 22, 1996, was supplemented by the Fourth Supplemental Indenture,
dated as of August 1, 2000, and, in connection with the unregistered senior
securities, was supplemented by a Fifth Supplemental Indenture, dated January
17, 2001. We refer to the Indenture, as so supplemented and amended, as the
"Indenture".
The terms of the exchange senior securities to be issued are
substantially similar to the unregistered senior securities, except that the
exchange senior securities have been registered under the Securities Act of
1933, the certificates for the exchange senior securities will not bear legends
restricting their transfer and the exchange senior securities will not have
registration rights or any rights to additional interest.
The senior securities initially are limited to $1,650,000,000 principal
amount, consisting of $400,000,000 principal amount of senior notes due 2006,
$500,000,000 principal amount of senior notes due 2010 and $750,000,000
principal amount of senior debentures due 2030. The unregistered 2010 senior
notes and the unregistered senior debentures will be, upon their exchange for
exchange 2010 senior notes or exchange senior debentures registered under the
Securities Act, further issuances of our 7.70% senior notes due 2010,
$1,150,000,000 of which were issued on August 1, 2000, and our 7.875% senior
debentures due 2030, $500,000,000 of which were issued on August 1, 2000.
Each exchange senior security will bear interest at the applicable
annual rate noted on the cover page of this prospectus. Interest will be payable
on the exchange senior securities on January 30 and July 30 of each year
beginning January 30, 2001, except that there will be no January 30, 2001
interest payment date for any exchange 2006 senior notes. Holders of
unregistered senior securities that are
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accepted for exchange will be deemed to have waived the right to receive any
payment in respect of interest accrued from the date of the last interest
payment date that was made in respect of the unregistered senior securities
until the date of the issuance of the exchange senior securities. Interest will
be computed on the basis of a 360-day year of 30-day months. Consequently,
holders who exchange their unregistered senior securities will receive the same
interest payments they would have received had they not accepted the exchange
offer. Interest on the exchange senior securities will accrue from and including
the settlement date and will be paid to holders of record on the July 15 or
January 15 immediately before the interest payment date.
The 2006 senior notes will mature on January 30, 2006. The 2010 senior
notes will mature on July 30, 2010. The senior debentures will mature on July
30, 2030. On the maturity dates of the senior securities, the holders will be
entitled to receive 100% of the principal amount of the applicable exchange
senior securities. We may redeem the 2010 senior notes and the senior debentures
at any time at their principal amount, plus the applicable premium and accrued
interest. The senior securities do not provide for any sinking fund.
The senior securities are issued in denominations of not less than
$1,000 and integral multiples thereof.
The senior securities are unsecured obligations of Viacom. The senior
securities rank senior to debt of Viacom that is subordinated to the exchange
senior securities and rank equally with debt of Viacom that is not subordinated
to the senior securities. The guarantees are unsecured obligations of Viacom
International. The guarantees rank senior to debt of Viacom International that
is subordinated to the guarantees and rank equally with debt of Viacom
International that is not subordinated to the guarantees. The senior securities
effectively will be junior to all liabilities of Viacom's subsidiaries except
Viacom International and all secured debt of Viacom and its subsidiaries.
As of September 30, 2000, our subsidiaries, other than Viacom
International, had approximately $12.0 billion of indebtedness outstanding. This
indebtedness was primarily incurred by Infinity and its subsidiaries and
Blockbuster. Viacom, the issuer of the senior securities, owns several operating
subsidiaries, including Viacom International, the guarantor of the senior
securities, Infinity and Blockbuster. Viacom International is a wholly owned
subsidiary of Viacom, with approximately $840 million of indebtedness
outstanding as of September 30, 2000.
Guarantees
Viacom International will unconditionally guarantee the due and
punctual payment of the principal of, premium, if any, and any interest on the
senior securities when and as the same shall become due and payable, whether at
maturity, upon redemption, upon acceleration or otherwise. The guarantees of the
senior securities will be endorsed on the senior securities.
The Indenture provides that in the event that the guarantees would
constitute or result in a fraudulent transfer or conveyance for purposes of, or
result in a violation of, any United States federal, or applicable United States
state, fraudulent transfer or conveyance or similar law, then the liability of
Viacom International under the guarantees shall be reduced to the extent
necessary to eliminate such fraudulent transfer or conveyance or violation under
the applicable fraudulent transfer or conveyance or similar law. Application of
this clause could limit the amount which holders of senior securities may be
entitled to collect under the guarantees. Holders, by their acceptance of the
senior securities, will have agreed to such limitations. See "Risk Factors --
Fraudulent Conveyance Considerations."
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The guarantees represent unsecured obligations of Viacom International
and rank equal to the other unsecured obligations of Viacom International which
are not subordinated to the guarantees.
Optional Redemption
Prior to maturity, we may redeem the 2010 senior notes and the senior
debentures at any time, at our option, in whole or in part, on not less than 30
nor more than 60 days' prior notice, prior to their maturity at a redemption
price equal to the sum of their principal amount, the Make-Whole Amount
described below and any accrued and unpaid interest to the date of redemption.
Holders of record on a record date that is on or prior to a redemption date will
be entitled to receive interest due on the interest payment date.
The term "Make-Whole Amount" means, the excess, if any, of (i) the
aggregate present value as of the date of the redemption of principal being
redeemed and the amount of interest (exclusive of interest accrued to the date
of redemption) that would have been payable if redemption had not been made,
determined by discounting, on a semiannual basis, the remaining principal and
interest at the Reinvestment Rate described below (determined on the third
business day preceding the date notice of redemption is given) from the dates on
which the principal and interest would have been payable if the redemption had
not been made, to the date of redemption, over (ii) the aggregate principal
amount of the exchange 2010 senior notes or the exchange senior debentures being
redeemed.
The term "Reinvestment Rate" means 0.25% for the exchange 2010 senior
notes and 0.35% for the exchange senior debentures, in each case plus the
arithmetic mean of the yields under the heading "Week Ending" published in the
most recent Federal Reserve Statistical Release H.15 under the caption "Treasury
Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of the
principal being redeemed or paid. If no maturity exactly corresponds to the
maturity, yields for the two published maturities most closely corresponding to
the maturity would be so calculated and the Reinvestment Rate would be
interpolated or extrapolated on a straight-line basis, rounding to the nearest
month. The most recent Federal Reserve Statistical Release H.15 published prior
to the date of determination of the Make-Whole Amount will be used for purposes
of calculating the Reinvestment Rate.
The Make-Whole Amount will be calculated by an independent investment
banking institution of national standing appointed by us. If we fail to make the
appointment at least 45 business days prior to the date of redemption, or if the
institution is unwilling or unable to make the calculation, the calculation will
be made by an independent investment banking institution of national standing
appointed by the Trustee. If the Reinvestment Rate is not available as described
above, the Reinvestment Rate will be calculated by interpolation or
extrapolation of comparable rates selected by the independent investment banking
institution.
In the case of any partial redemption, selection of the 2010 senior
notes or the senior debentures for redemption will be made by the Trustee in
compliance with the requirements of the principal U.S. national securities
exchange, if any, on which the 2010 senior notes or the exchange senior
debentures are listed or, if they are not listed on a U.S. national securities
exchange, by lot or by such other method as the Trustee in its sole discretion
deems to be fair and appropriate. The Luxembourg Stock Exchange has no such
requirements.
Further Issues
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We may from time to time without notice to, or the consent of, the
holders of a series of senior securities, create and issue further senior
securities of the same series, equal in rank to the senior securities in all
respects (or in all respects except for the payment of interest accruing prior
to the issue date of the new securities or except for the first payment of
interest following the issue date of the new securities) so that the new
securities may be consolidated and form a single series with the relevant series
of senior securities and have the same terms as to status, redemption or
otherwise as the relevant series of senior securities. In the event that we
issue additional senior securities of the same series, we will prepare a new
prospectus and make a new application to list such securities on the Luxembourg
Stock Exchange.
Payment of Additional Amounts
We will, subject to the exceptions and limitations set forth below, pay
as additional interest on the senior securities, such additional amounts as are
necessary in order that the net payment by us or a paying agent of the principal
of and interest on the senior securities to a holder who is a non-United States
person (as defined under this heading below), after deduction for any present or
future tax, assessment or other governmental charge of the United States or a
political subdivision or taxing authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than the amount
provided in the series of senior securities to be then due and payable;
provided, however, that the foregoing obligation to pay additional amounts shall
not apply:
(1) to any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of the holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the holder if the holder is
an estate, trust, partnership or corporation, or a person holding a power
over an estate or trust administered by a fiduciary holder, being
considered as:
(a) being or having been present or engaged in a trade or
business in the United States or having had a permanent establishment
in the United States;
(b) having a current or former relationship with the United
States, including a relationship as a citizen or resident thereof;
(c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States or a corporation that
has accumulated earnings to avoid United States federal income tax;
(d) being or having been a "10-percent shareholder" of ours as
defined in Section 871(h)(3) of the Code (as defined in "United States
Tax Considerations") or any successor provision; or
(e) being a bank receiving payments on an extension of credit
made pursuant to a loan agreement entered into in the ordinary course
of its trade or business;
(2) to any holder that is not the sole beneficial owner of a senior
security, or a portion thereof, or that is a fiduciary or partnership, but
only to the extent that a beneficiary or settlor with respect to the
fiduciary, a beneficial owner or member of the partnership would not have
been entitled to the payment of an additional amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial or
distributive share of the payment;
(3) to any tax, assessment or other governmental charge that is
imposed or withheld by reason of the failure of the holder or any other
person to comply with certification, identification or information
reporting requirements concerning the nationality, residence, identity or
connection with the United States, or otherwise with respect to the status,
of the holder
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or beneficial owner of such senior security (or any beneficiary, settlor,
beneficial owner or member thereof), if compliance is required by statute,
by regulation of the United States Treasury Department or by an applicable
income tax treaty to which the United States is a party, or by any official
interpretation or ruling promulgated pursuant to any of the foregoing, as a
precondition to exemption from such tax, assessment or other governmental
charge;
(4) to any tax, assessment or other governmental charge that is
imposed otherwise than by withholding by us or a paying agent from the
payment;
(5) to any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than
15 days after the payment becomes due or is duly provided for, whichever
occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth
or personal property tax or similar tax, assessment or other governmental
charge;
(7) to any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of or interest
on any senior security, if such payment can be made without such
withholding by any other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4), (5),
(6) and (7).
The senior securities are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided under this heading "-- Payment of
Additional Amounts" and under the heading "-- Redemption for Tax Reasons," we
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or a political subdivision
or taxing authority thereof or therein.
As used under this heading, "--Payment of Additional Amounts," and
under the headings, "--Redemption for Tax Reasons" and "United States Tax
Considerations," the terms "United States" and "U.S." mean the United States of
America (including the States thereof and the District of Columbia) and its
territories, its possessions and other areas subject to its jurisdiction, and
the term "United States person" means any individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States, any State
thereof or the District of Columbia (other than a partnership that is not
treated as a United States person under any applicable United States Treasury
regulations), any estate the income of which is subject to United States federal
income taxation regardless of its source, or any trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States persons have the authority to control
all substantial decisions of the trust. Notwithstanding the preceding sentence,
to the extent provided in the Treasury regulations, certain trusts in existence
on August 20, 1996, and treated as United States persons prior to such date that
elect to continue to be treated as United States persons, will also be United
States persons. A "non-United States person" means a person who is not a United
States person.
Redemption for Tax Reasons
If, as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, an official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes
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effective on or after the date of this prospectus, we become or, based upon a
written opinion of independent counsel selected by us, will become obligated to
pay additional amounts as described herein under the heading "Payment of
Additional Amounts" with respect to a series of senior securities, we may, at
our option, redeem, as a whole, but not in part, the relevant series of senior
securities on not less than 30 nor more than 60 days' prior notice, at a
redemption price equal to 100% of their principal amount together with interest
accrued but unpaid thereon to the date fixed for redemption.
Merger, Consolidation or Sale of Assets
Under the terms of the Indenture, we and Viacom International generally
would be permitted to consolidate or merge with another corporation. We and
Viacom International would also be permitted to sell all or substantially all of
our assets to another person. However, neither we nor Viacom International may
take any of these actions unless all the following conditions are met:
(1) the merger, consolidation or sale of assets must not cause an
Event of Default. See "-- Defaults and Remedies" below. An Event of Default
for this purpose would also include any event that would be an Event of
Default if the notice or time requirements were disregarded;
(2) the person we would merge or consolidate with or sell all or
substantially all of our assets to must be organized under the laws of the
United States or any state thereof;
(3) the person we would merge or consolidate with or sell all or
substantially all of our assets to must agree to be legally responsible for
the outstanding securities issued under the Indenture; and
(4) we or Viacom International must deliver specified certificates and
documents to the trustee.
We and Viacom International may merge or consolidate with, or sell all
or substantially all of our assets to each other or any of our Subsidiaries.
When we make reference in this section to the sale of "all or substantially all
of our assets," we mean property and assets generating revenues representing, in
the aggregate, at least 80% of our total consolidated revenues.
Limitations on Liens
We covenant in the Indenture that we will not create, assume or permit
any Lien on any of our properties or assets, unless we secure the senior
securities at least equally and ratably to the secured Indebtedness. The
foregoing only applies to Liens that in the aggregate exceed 15% of our total
consolidated assets, reduced by the Attributable Debt related to any permitted
sale leaseback arrangement. See "-- Limitations on Sale and Leaseback
Transactions" below. The restrictions do not apply to Capitalized Leases or
Indebtedness that is secured by:
(1) Liens existing, in the case of the unregistered 2006 senior notes
and the exchange 2006 senior notes, on the date the unregistered 2006
senior notes were issued, and in the case of the unregistered 2010 senior
notes, the exchange 2010 senior notes, and the unregistered senior
debentures and the exchange senior debentures, on August 1, 2000;
(2) Liens on any property or any Indebtedness of a person existing at
the time the person becomes a Subsidiary (whether by acquisition, merger or
consolidation);
(3) Liens in favor of us or our Subsidiaries; and
(4) Liens existing at the time of acquisition of the assets secured
thereby and purchase money Liens.
The restrictions do not apply to extensions, renewals or replacements
of any of the foregoing types of Liens.
Limitations on Sale and Leaseback Transactions
We covenant in the Indenture that neither we nor any Restricted
Subsidiary will enter into any arrangement with any person to lease a Principal
Property (except for any arrangements that exist, in the case of the 2006 senior
notes, on the date the senior notes were issued, and in the case of the 2010
senior notes and the senior debentures, on August 1, 2000; or that exist at the
time any person that owns a Principal Property becomes a Restricted Subsidiary)
which has been or is to be sold by us or the Restricted Subsidiary to the Person
unless:
(1) the sale and leaseback arrangement involves a lease for a term of
not more than three years;
(2) the sale and leaseback arrangement is entered into between us and
any Subsidiary or between our Subsidiaries;
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(3) we or the Restricted Subsidiary would be entitled to incur
indebtedness secured by a Lien on the Principal Property at least equal in
amount to the Attributable Debt permitted pursuant to the first paragraph
under "Limitations on Liens" without having to secure equally and ratably
the senior securities;
(4) the proceeds of the sale and leaseback arrangement are at least
equal to the fair market value (as determined by our Board of Directors in
good faith) of the property and we apply within 180 days after the sale an
amount equal to the greater of the net proceeds of the sale or the
Attributable Debt associated with the property to (i) the retirement of
long-term debt for borrowed money that is not subordinated to the senior
securities and that is not debt to us or a Subsidiary, or (ii) the purchase
or development of other comparable property; or
(5) the sale and leaseback arrangement is entered into within 180 days
after the initial acquisition of the Principal Property subject to the sale
and leaseback arrangement.
The term "Attributable Debt," with regard to a sale and leaseback
arrangement of a Principal Property, is defined in the Indenture as an amount
equal to the lesser of: (a) the fair market value of the property (as determined
in good faith by our Board of Directors); and (b) the present value of the total
net amount of rent payments to be made under the lease during its remaining
term, discounted at the rate of interest set forth or implicit in the terms of
the lease, compounded semi-annually. The calculation of the present value of the
total net amount of rent payments is subject to adjustments specified in the
Indenture.
The term "Principal Property" is defined in the Indenture to include
any parcel of our or our Restricted Subsidiaries' real property and related
fixtures or improvements located in the United States, the aggregate book value
of which on the date of determination exceeds $1.0 billion. The term "Principal
Property" does not include any telecommunications equipment or parcels of real
property and related fixtures or improvements which are determined in good faith
by our Board of Directors, not to be of
37
material importance to our and our Subsidiaries' total business. As of the date
of this prospectus, neither we nor any of our Subsidiaries own any Principal
Property.
Defaults and Remedies
You have specified rights if an Event of Default occurs in respect of
the senior securities of your series, as described below.
The term "Event of Default" in respect of the senior securities of your
series means any of the following:
(1) we do not pay interest on a senior security of such series within
30 days of its due date;
(2) we do not pay the principal of or any premium on a senior security
of such series on its due date;
(3) we remain in breach of a covenant or warranty in respect of the
Indenture for 60 days after we receive a written notice of default. The
notice must be sent by either the trustee or holders of at least 25% in
principal amount of a series of outstanding senior securities;
(4) we are in default under agreements under which we have
Indebtedness outstanding in excess of $250 million in the aggregate and
which Indebtedness is due either at maturity or has been declared due prior
to maturity and remains unpaid;
(5) we fail to pay a money judgment in excess of $250 million for a
period of 60 days after it becomes final and not subject to further appeal;
or
(6) we or Viacom International file for bankruptcy, or other specified
events of bankruptcy, insolvency or reorganization occur.
If an Event of Default has occurred, the trustee or the holders of at
least 25% in principal amount of the senior securities of the affected series
may declare the entire principal amount and premium, if any, and all the accrued
interest on, the senior securities of that series to be due and immediately
payable. This is called a declaration of acceleration of maturity. There is no
action on the part of the trustee or any holder of senior securities required
for such declaration if the Event of Default is a bankruptcy, insolvency or
reorganization.
Holders of a majority in principal amount of the senior securities of a
series may also waive certain past defaults under the Indenture on behalf of all
of the holders of such series of senior securities. A declaration of
acceleration of maturity may be canceled, under specified circumstances, by the
holders of at least a majority in principal amount of a series of senior
securities.
Except in cases of default, where the trustee has special duties, the
trustee is not required to take any action under the Indenture at the request of
holders unless the holders offer the trustee reasonable protection from expenses
and liability satisfactory to the trustee. If a reasonable indemnity is
provided, the holders of a majority in principal amount of a series of senior
securities may direct the time, method and place of conducting any lawsuit or
other formal legal action seeking any remedy available to the trustee. The
trustee may refuse to follow those directions in specified circumstances. No
delay or omission in exercising any right or remedy will be treated as a waiver
of the right, remedy or Event of Default.
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Before holders are allowed to bypass the trustee and bring a lawsuit or
other formal legal action or take other steps to enforce their rights or protect
their interests relating to the senior securities, the following must occur:
o holders must give the trustee written notice that an Event of Default
has occurred and remains uncured;
o holders of at least 25% in principal amount of the outstanding senior
securities of a series must make a written request that the trustee
take action because of the default and must offer the trustee
indemnity satisfactory to the trustee against the cost and other
liabilities of taking that action;
o the trustee must have failed to take action for 60 days after receipt
of the notice and offer of indemnity; and
o holders of a majority in principal amount of the senior securities of
a series must not have given the trustee a direction inconsistent with
the above notice.
However, you are entitled at any time to bring a lawsuit for the
payment of money due on your senior securities on or after the due date.
We are required to furnish to the trustee an annual statement as to our
performance of our obligations under the Indenture and as to any default in such
performance. We are also required to notify the trustee of any event that is, or
after notice or lapse of time or both would become, an Event of Default.
Book Entry, Delivery and Form
Each series of senior securities will be issued in one or more fully
registered global securities which will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York (the "Depository") and registered
in the name of Cede & Co., the Depository's nominee. We will not issue senior
securities in certificated form. Beneficial interests in the global securities
will be represented through book-entry accounts of financial institutions acting
on behalf of beneficial owners as direct and indirect participants in the
Depository (the "Depository Participants"). Investors may elect to hold
interests in the global securities through either the Depository (in the United
States), or Clearstream Luxembourg or Euroclear (in Europe) if they are
participants of those systems, or, indirectly, through organizations that are
participants in those systems. Clearstream Luxembourg and Euroclear will hold
interests on behalf of their participants through customers' securities accounts
in Clearstream Luxembourg's and Euroclear's names on the books of their
respective depositaries, which in turn will hold such interests in customers'
securities accounts in the depositaries' names on the books of the Depository.
At the present time, Citibank, N.A. acts as U.S. depositary for Clearstream
Luxembourg and The Chase Manhattan Bank acts as U.S. depositary for Euroclear
(the "U.S. Depositaries"). Beneficial interests in the global securities will be
held in denominations of $1,000 and integral multiples thereof. Except as set
forth below, the global securities may be transferred, in whole but not in part,
only to another nominee of the Depository or to a successor of the Depository or
its nominee. Clearstream Luxembourg has advised us that it is incorporated under
the laws of Luxembourg as a professional depositary. Clearstream Luxembourg
holds securities for its participating organizations ("Clearstream Luxembourg
Participants") and facilitates the clearance and settlement of securities
transactions between Clearstream Luxembourg Participants through electronic
book-entry changes in accounts of Clearstream Luxembourg Participants, thereby
eliminating the need for physical movement of certificates.
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Clearstream Luxembourg provides to Clearstream Luxembourg Participants,
among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. Clearstream Luxembourg interfaces with domestic markets in several
countries. As a professional depositary, Clearstream Luxembourg is subject to
regulation by the Luxembourg Monetary Institute. Clearstream Luxembourg
Participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations and may include the initial
purchasers or their affiliates. Indirect access to Clearstream Luxembourg is
also available to others, such as banks, brokers, dealers and trust companies
that clear through, or maintain a custodial relationship with, a Clearstream
Luxembourg Participant either directly or indirectly.
Distributions with respect to each series of senior securities held
beneficially through Clearstream Luxembourg will be credited to cash accounts of
Clearstream Luxembourg Participants in accordance with its rules and procedures,
to the extent received by the U.S. Depositary for Clearstream Luxembourg.
Euroclear has advised us that it was created in 1968 to hold securities
for participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear includes various other services, including
securities lending and borrowing and interfaces with domestic markets in several
countries. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York (the "Euroclear Operator"), under contract
with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative"). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not the Cooperative. The Cooperative establishes
policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers and dealers and
other professional financial intermediaries and may include the initial
purchasers or their affiliates. Indirect access to Euroclear is also available
to other firms that clear through or maintain a custodial relationship with a
Euroclear Participant, either directly or indirectly. The Euroclear Operator is
the Belgian branch of a New York banking corporation, which is a member bank of
the Federal Reserve System. As such, it is regulated and examined by the Board
of Governors of the Federal Reserve System, the New York State Banking
Department and the Belgian Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System, and applicable Belgian
law (the "Terms and Conditions"). The Terms and Conditions govern transfers of
securities and cash within Euroclear, withdrawals of securities and cash from
Euroclear, and receipts of payments with respect to securities in Euroclear. All
securities in Euroclear are held on a fungible basis without attribution of
specific certificates to specific securities clearance accounts. The Euroclear
Operator acts under the Terms and Conditions only on behalf of Euroclear
Participants, and has no record of, or relationship with, persons holding
through Euroclear Participants.
Distributions with respect to each series of senior securities held
beneficially through Euroclear will be credited to the cash accounts of
Euroclear Participants in accordance with the Terms and Conditions, to the
extent received by the U.S. Depositary for Euroclear.
Global Clearance and Settlement Procedures
Secondary market trading between Depository Participants will occur in
the ordinary way in accordance with the Depository's rules and will be settled
in immediately available funds using the
40
Depository's Same-Day Funds Settlement System. Secondary market trading between
Clearstream Luxembourg Participants and Euroclear Participants will occur in the
ordinary way in accordance with the applicable rules and operating procedures of
Clearstream Luxembourg and Euroclear and will be settled using the procedures
applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the Depository on the one hand, and directly or indirectly through
Clearstream Luxembourg or Euroclear Participants, on the other, will be effected
within the Depository in accordance with the Depository's rules on behalf of the
relevant European international clearing system by its U.S. Depository; however,
such cross-market transactions will require delivery of instructions to the
relevant European international clearing system by the counterparty in such
system in accordance with its rules and procedures and within its established
deadlines (European time).
The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its U.S.
Depositary to take action to effect final settlement on its behalf by delivering
or receiving senior securities in the Depository, and making or receiving
payment in accordance with normal procedures for same-day funds settlement
applicable to the Depository. Clearstream Luxembourg Participants and Euroclear
Participants may not deliver instructions directly to their respective U.S.
Depositaries.
Because of time-zone differences, credits of senior securities received
in Clearstream Luxembourg or Euroclear as a result of a transaction with a
Depository Participants will be made during subsequent securities settlement
processing and dated the business day following the Depository settlement date.
Such credits, or any transactions in the senior securities settled during such
processing, will be reported to the relevant Euroclear Participants or
Clearstream Luxembourg Participants on that business day. Cash received in
Clearstream Luxembourg or Euroclear as a result of sales of senior securities by
or through a Clearstream Luxembourg Participant or a Euroclear Participant to a
Depository Participant will be received with value on the business day of
settlement in the Depository but will be available in the relevant Clearstream
Luxembourg or Euroclear cash account only as of the business day following
settlement in the Depository.
Although the Depository, Clearstream Luxembourg and Euroclear have
agreed to the foregoing procedures in order to facilitate transfers of
securities among participants of the Depository, Clearstream Luxembourg and
Euroclear, they are under no obligation to perform or continue to perform such
procedures and they may discontinue the procedures at any time.
Payment and Paying Agents
Principal of, premium, if any, and interest on the senior securities
will be payable, subject to any applicable laws and regulations, at the office
of our paying agent or paying agents that we may designate from time to time,
except that at our option, payment of interest may be made by check mailed to
the address of the person entitled thereto at the address in the security
register. We will pay interest on the senior securities on any interest payment
date to the person in whose name the senior security (or predecessor senior
security) is registered at the close of business on the regular record date for
such interest.
The corporate trust office of the trustee will be designated as our
paying agent for payments with respect to the senior securities of each series.
We may at any time designate additional paying agents or rescind the designation
of any paying agent or approve a change in the office through which any paying
agent acts, except that we will be required to maintain a paying agent in each
place of payment for the series.
41
Any money paid by us or Viacom International, as guarantor, to a paying
agent for the payment of the principal of, premium, if any, or interest on any
senior security of any series that remains unclaimed at the end of two years
after such principal, premium or interest has become due and payable will be
repaid to us or Viacom International, as guarantor, as the case may be, and the
holder of such senior security may thereafter look only to us and Viacom
International for that payment.
Meetings, Modification and Waiver
Modifications and amendments of the Indenture may be made by us, Viacom
International, as guarantor, and the trustee with the consent of the holders of
not less than a majority in aggregate principal amount of the outstanding senior
securities of each series affected by such modification or amendment; provided,
however, that no such modification or amendment may, without the consent of the
holders of each outstanding senior security affected thereby, (a) change the
stated maturity of the principal of, or any installment of principal of or
interest on, any senior security or the terms of any sinking fund or analogous
payment with respect to any senior security, (b) reduce the principal amount of,
or premium or interest on, any senior security, (c) change our obligation to pay
additional amounts, (d) reduce the amount of principal of an original issue
discount senior security payable upon acceleration of the maturity thereof or
provable in bankruptcy, (e) change the place of payment where, or the coin or
currency in which, any senior security or any premium or interest thereon is
payable, (f) impair the right to institute suit for the enforcement of any
payment on or with respect to any senior security, (g) reduce the percentage in
principal amount of outstanding senior securities of any series, the consent of
whose holders is required for modification or amendment of the Indenture or for
waiver of compliance with certain provisions of the Indenture or for waiver of
certain defaults, (h) reduce the requirements contained in the Indenture for
quorum or voting, (i) change our obligation to maintain an office or agency in
the places and for the purposes required by the Indenture, or (j) reduce the
obligations of Viacom International, if any, in respect of the due and punctual
payment of any principal of, premium or interest on any senior security or any
additional amounts in respect thereof.
The holders of at least a majority in aggregate principal amount of the
outstanding senior securities of a series may, on behalf of the holders of all
the senior securities of that series, waive, insofar as that series is
concerned, our compliance with specified provisions of the Indenture. The
holders of not less than a majority in aggregate principal amount of the
outstanding senior securities of a series may, on behalf of all holders of
senior securities of that series, waive any past default under the Indenture
with respect to senior securities of that series, except a default (a) in the
payment of principal of or any premium or interest on any senior security of
such series or (b) in respect of any other provision of the Indenture that
cannot be modified or amended without the consent of the holder of each
outstanding senior security of such series affected thereby.
The Indenture provides that, in determining whether the holders of the
requisite principal amount of the outstanding senior securities have given any
request, demand, authorization, direction, notice, consent or waiver thereunder
or are present at a meeting of holders of senior securities for quorum purposes,
the principal amount of an original issue discount senior security that shall be
deemed to be outstanding shall be the amount that would be due and payable as of
the date of such determination upon acceleration of the maturity thereof.
The Indenture contains provisions for convening meetings of the holders
of senior securities of any or all series. A meeting may be called at any time
by the trustee, and also, upon request, by us or the holders of at least 33 1/3%
in aggregate principal amount of the outstanding senior securities of such
series, in any such case upon notice given in accordance with "Notices" below.
Except for any consent that must be given by the holder of each outstanding
senior security affected thereby, as described above, any resolution presented
at a meeting or adjourned meeting at which a quorum is present may be adopted
42
by the affirmative vote of the holders of a majority in principal amount of the
outstanding senior securities of that series; provided, however, that, except
for any consent that must be given by the holder of each outstanding senior
security affected thereby, as described above, any resolution with respect to
any consent, waiver, request, demand, notice, authorization, direction or other
action that may be made, given or taken by the holders of not less than a
specified percentage in principal amount of the outstanding senior securities of
a series may be adopted at a meeting or an adjourned meeting at which a quorum
is present only by the affirmative vote of the holders of not less than such
specified percentage in principal amount of the outstanding senior securities of
that series.
Any resolution passed or decision taken at any meeting of holders of
senior securities of any series duly held in accordance with the Indenture will
be binding on all holders of senior securities of that series. The quorum at any
meeting called to adopt a resolution, and at any adjourned meeting, will be
persons holding or representing a majority in principal amount of the
outstanding senior securities of a series; provided, however, that, if any
action is to be taken at such meeting with respect to a consent, waiver,
request, demand, notice, authorization, direction or other action that may be
given by the holders of not less than a specified percentage in principal amount
of the outstanding senior securities of a series, the persons holding or
representing such specified percentage in principal amount of the outstanding
senior securities of such series will constitute a quorum.
Defeasance and Covenant Defeasance
We may elect either (i) to defease and be discharged (and, if
applicable, to have Viacom International defeased and discharged) from any and
all obligations with respect to the senior securities (except as otherwise
provided in the Indenture) ("defeasance") or (ii) to be released from its
obligations with respect to certain covenants that are described in the
Indenture ("covenant defeasance"), upon the deposit with the trustee, in trust
for such purpose, of money and/or specified government obligations that through
the payment of principal and interest in accordance with their terms will
provide money in an amount sufficient, without reinvestment, to pay the
principal of, premium, if any and interest on the senior securities of such
series to maturity or redemption, as the case may be, and any mandatory sinking
fund or analogous senior payments thereon. As a condition to defeasance or
covenant defeasance, we must deliver to the trustee an opinion of counsel to the
effect that the holders of the senior securities of such series will not
recognize income, gain or loss for United States federal income tax purposes as
a result of such defeasance or covenant defeasance and will be subject to United
States federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance or covenant defeasance
had not occurred. Such opinion of counsel, in the case of defeasance under
clause (i) above, must refer to and be based upon a ruling of the Internal
Revenue Service or a change in applicable United States federal income tax law
occurring after the date of the Indenture.
We may exercise our defeasance option with respect to the senior
securities of any series notwithstanding its prior exercise of our covenant
defeasance option. If we exercise our defeasance option, payment of the senior
securities of such series may not be accelerated because of an event of default
and the guarantees relating to such senior securities will cease to exist. If we
exercise our covenant defeasance option, payment of the senior securities of
such series may not be accelerated by reference to any covenant from which we
are released as described under clause (ii) above. However, if acceleration were
to occur for other reasons, the realizable value at the acceleration date of the
money and government obligations in the defeasance trust could be less than the
principal and interest then due on the senior securities of such series, in that
the required deposit in the defeasance trust is based upon scheduled cash flows
rather than market value, which will vary depending upon interest rates and
other factors.
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Notices
Notices to holders of senior securities will be given by mail to the
addresses of such holders as they appear in the security register.
Title
We, Viacom International, as guarantor, the trustee and any agent of
us, Viacom International, as guarantor, or the trustee may treat the registered
owner of any registered senior security as the absolute owner thereof (whether
or not the senior security shall be overdue and notwithstanding any notice to
the contrary) for the purpose of making payment and for all other purposes.
Replacement of Senior Securities
We will replace any mutilated senior security at the expense of the
holders upon surrender to the trustee. We will replace senior securities that
become destroyed, lost or stolen at the expense of the holder upon delivery to
the trustee of satisfactory evidence of the destruction, loss or theft thereof.
In the event of a destroyed, lost or stolen senior security, an indemnity
satisfactory to us and the trustee may be required at the expense of the holder
of the senior security before a replacement senior security will be issued.
Governing Law
The Indenture, the senior securities and the guarantees will be
governed by, and construed in accordance with, the laws of the State of New
York.
Regarding the Trustee
We and Viacom International maintain deposit accounts and banking and
borrowing relations with Citibank, N.A., the trustee under the Indenture, and
such trustee is currently a lender to us and Viacom International and certain of
our other subsidiaries. We may remove the trustee at any time with respect to
the senior securities of any series, provided that we immediately appoint a
successor trustee meeting the requirements for trustees specified in the
Indenture and provided further that no default with respect to such senior
securities has occurred and is continuing.
Certain Definitions
The following definitions are applicable to the Indenture:
"Capitalized Lease" means any obligation of a person to pay rent or
other amounts incurred with respect to real property or equipment acquired or
leased by such person and used in its business that is required to be recorded
as a capital lease in accordance with generally accepted accounting principles
consistently applied as in effect from time to time.
"Indebtedness" of any person means, without duplication (i) any
obligation of such person for money borrowed, (ii) any obligation of such person
evidenced by bonds, debentures, notes or other similar instruments, (iii) any
reimbursement obligation of such person in respect of letters of credit or other
similar instruments which support financial obligations which would otherwise
become Indebtedness, (iv) any obligation of such person under Capitalized Leases
(other than in respect of (x) telecommunications equipment including, without
limitation, satellite transponders, and (y) theme park equipment and
attractions), and (v) any obligation of any third party to the extent secured by
a Lien
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on the assets of such person; provided, however, that "Indebtedness" of
such person shall not include any obligation of such person (a) to any
Subsidiary of such person or to any person with respect to which such person is
a Subsidiary or (b) specifically with respect to the production, distribution or
acquisition of motion pictures or other programming rights, talent or publishing
rights. When used with respect to Viacom, the term "Indebtedness" also includes
any obligation of Viacom International specified in clauses (i) through (v)
above to the extent that said Indebtedness is guaranteed by Viacom.
"Lien" means any pledge, mortgage, lien, encumbrance or other security
interest.
"Restricted Subsidiary" means a corporation all of the outstanding
voting stock of which is owned, directly or indirectly, by Viacom or by one or
more of its Subsidiaries, or by Viacom and one or more of its Subsidiaries,
which is incorporated under the laws of a State of the United States, and which
owns a Principal Property.
"Subsidiary" of any person means (i) a corporation a majority of the
outstanding voting stock of which is at the time, directly or indirectly, owned
by such person, by one or more Subsidiaries of such person, or by such person
and one or more Subsidiaries thereof or (ii) any other person (other than a
corporation), including, without limitation, a partnership or joint venture, in
which such person, one or more Subsidiaries thereof, or such person and one or
more Subsidiaries thereof, directly or indirectly, at the date of determination
thereof, has at least majority ownership interest entitled to vote in the
election of directors, managers or trustees thereof (or other persons performing
similar functions).
45
UNITED STATES TAX CONSIDERATIONS
This description is based on the Internal Revenue Code of 1986, as
amended to the date hereof (the "Code"), administrative pronouncements, judicial
decisions and existing and proposed Treasury Regulations, and interpretations of
the foregoing, changes to any of which subsequent to the date of this prospectus
may affect the tax consequences described herein. These statements address only
the tax consequences to initial holders holding senior securities as capital
assets within the meaning of Section 1221 of the Code. They do not discuss all
of the tax consequences that may be relevant to holders in light of their
particular circumstances or to holders subject to special rules, such as certain
financial institutions, insurance companies, dealers in securities or foreign
currencies, United States Holders (as defined below) whose functional currency
(as defined in Code Section 985) is not the U.S. dollar, persons holding senior
securities in connection with a hedging transaction, "straddle", conversion
transaction or other integrated transaction, traders in securities that elect to
mark to market, holders liable for alternative minimum tax or persons who have
ceased to be United States citizens or to be taxed as resident aliens. Persons
considering the purchase of the senior securities should consult their tax
advisors concerning the application of United States federal income tax laws, as
well as the laws of any state, local or foreign taxing jurisdictions, to their
particular situations.
As used in this section, a "United States Holder" means a beneficial
owner of senior securities that is for United States federal income tax purposes
a holder that is a United States person (as defined in "Description of Senior
Securities--Payment of Additional Amounts").
As used in this section, the term "United States Alien Holder" means a
beneficial owner of senior securities that is, for United States federal income
tax purposes:
o a nonresident alien individual;
o a foreign corporation;
o a nonresident alien fiduciary of a foreign estate or trust; or
o a foreign partnership one or more of the members of which is a
nonresident alien individual, a foreign corporation or a nonresident
alien fiduciary of a foreign estate or trust.
Exchange Offer
The exchange of unregistered senior securities for exchange senior
securities pursuant to the exchange offer will not be a taxable event for United
States federal income tax purposes. Accordingly, a holder will not recognize
taxable gain or loss as a result of such exchange and will have the same
adjusted tax basis and holding period in the exchange senior securities as such
holder had in the unregistered senior securities immediately before the
exchange.
Tax Consequences to United States Holders
Payments of Interest
Interest on senior securities will generally be taxable to a United
States Holder as ordinary interest income at the time it accrues or is received
in accordance with the United States Holder's method of accounting for federal
income tax purposes.
46
Amortizable Bond Premium
In general, if a United States Holder purchases a senior security at a
premium (that is, for an amount in excess of the amount payable upon the
maturity thereof), such Holder will be considered to have purchased such senior
security with "amortizable bond premium" equal to the amount of such excess.
Such Holder may elect to amortize such bond premium as an offset to interest
income, and not as a separate deduction item, as it accrues under a
constant-yield method over the remaining term of the senior security. Such
Holder's tax basis in the senior security will be reduced by the amount of the
amortized bond premium. Any such election shall apply to all debt instruments
(other than instruments the interest on which is excludible from gross income)
held by the United States Holder at the beginning of the first taxable year for
which the election applies or thereafter acquired and is irrevocable without the
consent of the Internal Revenue Service. Bond premium on senior securities held
by a United States Holder who does not elect to amortize the premium will
decrease the gain or increase the loss otherwise recognized on the disposition
of the senior securities.
Market Discount
If a United States Holder purchases a senior security for less than its
principal amount, the difference will be treated as a "market discount" for U.S.
federal income tax purposes subject to a de minimus exception.
Under the market discount rules, a United States Holder will be
required to treat any payment on a senior security, or any gain on its sale,
exchange, retirement or other disposition, as ordinary income to the extent of
the accrued market discount which was not previously included in gross income.
If the senior security is disposed of in a non-taxable transaction (other than a
nonrecognition transaction described in section 1276(c) of the Code), accrued
market discount will be taxable to the United States Holder as ordinary income
as if the United States Holder had sold the senior security at ifs fair market
value. In addition, a United States Holder may be required to defer, until the
maturity of a senior security or its earlier disposition (including a
non-taxable transaction other than a transaction other than a transaction
described in section 1276(c) of the Code), the deduction of all or a portion of
the interest expense in respect of any indebtedness incurred or continued to
purchase or carry the senior security. Market discount will be considered to
accrue on a straight-line basis during the period from the date of acquisition
to the maturity date of the senior security, unless the United States Holder
elects to accrue on a constant-yield basis.
A United States Holder may elect to include market discount in income
as it accrues --on either a ratable or constant-yield basis. If a United States
Holder makes this election, the rules regarding the treatment of gain upon the
disposition of the senior security and upon the receipt of certain cash payments
as ordinary income and regarding the deferral of interest deductions will not
apply. If a United States Holder elects to include market discount in income as
it accrues, the election will apply to all market discount obligations acquired
during or after the first taxable year to which the election applies. This
election may not be revoked without the consent of the Internal Revenue Service.
Sale, Exchange or Retirement
Upon the sale, exchange or retirement of senior securities, a United
States Holder will recognize gain or loss equal to the difference between the
amount realized on the sale, exchange or retirement of the senior securities and
such Holder's adjusted tax basis in the senior securities. A United States
Holder's adjusted tax basis in senior securities will equal the cost of the
senior securities to such Holder, subject to possible reduction by amortized
bond premium. The amount realized excludes any amounts attributable to unpaid
interest accrued between interest payment dates and not previously included in
income, which will
47
be taxable as ordinary income. Such gain or loss will be capital gain or loss
and will be long-term capital gain or loss if at the time of the sale, exchange
or retirement the senior securities have been held for more than one year. Under
current laws, the excess of the taxpayer's net long-term capital gains over net
short-term capital losses is taxed at a lower rate than ordinary income for
certain non-corporate taxpayers. The distinction between capital gain or loss
and ordinary income or loss is also relevant for purposes of, among other
things, the limitations on the deductibility of capital losses.
Tax Consequences to United States Alien Holders
Under present United States federal tax law, and subject to the
discussion below concerning backup withholding:
(a) payments of principal, interest and premium on the senior securities by
Viacom or its paying agent to any United States Alien Holder will be exempt
from the 30% United States federal withholding tax, provided that (i) such
Holder does not own, actually or constructively, 10% or more of the total
combined voting power of all classes of stock of Viacom entitled to vote,
(ii) such Holder is not a controlled foreign corporation related, directly
or indirectly, to Viacom through stock ownership, and (iii) the requirement
to certify such Holder's non-U.S. status, as set forth in section 871(h) or
section 881(c) of the Code, has been fulfilled with respect to the
beneficial owner, as discussed below;
(b) a United States Alien Holder of senior securities will not be subject
to United States federal income tax on gain realized on the sale, exchange
or retirement of such senior securities, unless (i) such Holder is an
individual who is present in the United States for 183 days or more in the
taxable year of the disposition, and either the gain is attributable to an
office or other fixed place of business maintained by such individual in
the United States or, generally, such individual has a "tax home" in the
United States or (ii) such gain is effectively connected with the Holders'
conduct of a trade or business in the United States (and, if an income tax
treaty applies, generally is attributable to a U.S. "permanent
establishment" maintained by such Holder); and
(c) senior securities held by an individual who is not, for United States
estate tax purposes, a resident or citizen of the United States at the time
of his death will not be subject to United States federal estate tax,
provided that the individual does not own, actually or constructively, 10%
or more of the total combined voting power of all classes of stock of
Viacom entitled to vote and, at the time of such individual's death,
payments with respect to such senior securities would not have been
effectively connected with the conduct by such individual of a trade or
business in the United States.
The certification requirement referred to in subparagraph (a) will be
fulfilled if the beneficial owner of senior securities certifies on Internal
Revenue Service Form W-8BEN or successor form under penalties of perjury, that
it is not a United States person and provides its name and address, and (i) such
beneficial owner files such Form W-8BEN or successor form with the withholding
agent or (ii) in the case of senior securities held on behalf of the beneficial
owners by a securities clearing organization, bank or other financial
institution holding customers' securities in the ordinary course of its trade or
business, such financial institution files with the withholding agent a
statement that it has received the Form W-8BEN or successor form from the United
States Alien Holder, furnishes the withholding agent with a copy thereof and
otherwise complies with the applicable Internal Revenue Service requirements.
Alternatively, these certification requirements will not apply if the
beneficial owner of the senior securities holds those securities directly
through a "qualified intermediary"(which is a non-U.S. office of a
48
bank, securities dealer or similar intermediary that has signed an agreement
with the Internal Revenue Service concerning withholding tax procedures), the
qualified intermediary has sufficient information in its files to indicate that
the holder is a United States Alien Holder and the intermediary complies with
Internal Revenue Service requirements. Special rules may apply with respect to
senior securities held by a foreign partnership. Prospective investors,
including foreign partnerships and their partners and Holders who hold their
senior securities through a qualified intermediary, should consult their tax
advisers regarding possible reporting requirements.
If a United States Alien Holder of senior securities is engaged in a
trade or business in the United States, and if interest on the senior securities
(or gain realized on their sale, exchange or other disposition) is effectively
connected with the conduct of such trade or business (and, if an income tax
treaty applies, generally is attributable to a U.S. "permanent establishment"
maintained by such Holder), the United States Alien Holder, although exempt from
the withholding tax discussed in the preceding paragraphs, will be subject to
regular United States income tax on such effectively connected income, generally
in the same manner as if it were a United States Holder. See "Tax Consequences
to United States Holders" above. In lieu of the certificate described in the
preceding paragraph, such a Holder will be required to provide to the
withholding agent a properly executed Internal Revenue Service Form W-8ECI or
successor form, as appropriate, to claim an exemption from withholding tax. In
addition, if such United States Alien Holder is a foreign corporation, it may be
subject to a 30% branch profits tax (unless reduced or eliminated by an
applicable treaty) on its earnings and profits for the taxable year attributable
to such effectively connected income, subject to certain adjustments.
Interest payments made to a United States Alien Holder will generally
be reported to the Holder and to the Internal Revenue Service on Form 1042-S.
However, this reporting does not apply if the Holder holds the senior securities
directly through a qualified intermediary.
Backup Withholding and Information Reporting
Under current United States federal income tax law, information
reporting requirements apply to certain payments of principal, premium and
interest made to, and to the proceeds of sales before maturity by, non-corporate
United States Holders. In addition, a 31% backup withholding tax will apply if
the noncorporate United States Holder (i) fails to furnish its Taxpayer
Identification Number ("TIN") which, for an individual, is his Social Security
Number, (ii) furnishes an incorrect TIN, (iii) is notified by the Internal
Revenue Service that it is subject to backup withholding for failure to report
interest and dividend payments, or (iv) under certain circumstances fails to
certify, under penalties of perjury, that it has furnished a correct TIN and has
not been notified by the Internal Revenue Service that it is subject to backup
withholding for failure to report interest and dividend payments. Holders should
consult their tax advisers regarding their qualification for exemption from
backup withholding and the procedure for obtaining such an exemption if
applicable.
Backup withholding will not apply to payments made on senior securities
if the certifications required by sections 871(h) and 881(c) as described above
are received or if the exemption for qualified intermediaries discussed above
applies, provided that Viacom or its paying agent or the qualified intermediary,
as the case may be, does not have actual knowledge or reason to know that the
payee is a United States person.
Under current Treasury Regulations, payments on the sale, exchange or
other disposition of senior securities made to or through a foreign office of a
broker generally will not be subject to backup withholding. However, if such
broker is:
o a United States person;
49
o a controlled foreign corporation for United States federal income tax
purposes;
o a foreign person 50% or more of whose gross income for certain periods
is effectively connected with a United States trade or business; or
o a foreign partnership with certain connections to the United States;
then information reporting will be required unless the broker has in its records
documentary evidence that the beneficial owner is not a United States person and
certain other conditions are met or the beneficial owner otherwise establishes
an exemption. Backup withholding may apply to any payment that such broker is
required to report if the broker has actual knowledge or reason to know that the
payee is a United States person. Payments to or through the United States office
of a broker will be subject to backup withholding and information reporting
unless the Holder certifies, under penalties of perjury, that it is not a United
States person and the payor does not have actual knowledge or reason to know
that the Holder is a United States person, or the Holder otherwise establishes
an exemption.
United States Alien Holders of senior securities should consult their
tax advisers regarding the application of information reporting and backup
withholding in their particular situations, the availability of an exemption
therefrom, and the procedure for obtaining such an exemption, if available. Any
amounts withheld from a payment to a United States Alien Holder under the backup
withholding rules will be allowed as a credit against such Holder's United
States federal income tax liability and may entitle such Holder to a refund,
provided that the Holder files a United States income tax return and the
required information is furnished to the Internal Revenue Service.
50
PLAN OF DISTRIBUTION
Each broker-dealer that receives exchange senior securities for its own
account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange senior securities.
This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of exchange senior securities
received in exchange for unregistered senior securities where such unregistered
senior securities were acquired as a result of market-making activities or other
trading activities. We have agreed that, for a period of 180 days after the
expiration of the exchange offer, we will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until 90 days after the date of this prospectus, all
dealers effecting transactions in the exchange senior securities may be required
to deliver a prospectus.
We will not receive any proceeds from any sale of exchange senior
securities by broker-dealers. Exchange senior securities received by
broker-dealers for their own account pursuant to the exchange offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the exchange senior
securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such exchange senior securities. Any broker-dealer that
resells exchange senior securities that were received by it for its own account
pursuant to the exchange offer and any broker or dealer that participates in a
distribution of such exchange senior securities may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of exchange senior securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The letter of transmittal states that, by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
For a period of 180 days after the expiration of the exchange offer we
will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal. We have agreed to pay all expenses incident to the
exchange offer (including the expenses of one counsel for the holders of the
unregistered senior securities) other than commissions, discounts or concessions
of any broker-dealers and will indemnify the holders of the unregistered senior
securities (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.
51
LEGAL MATTERS
The validity of the exchange senior securities will be passed upon for
Viacom and Viacom International by Shearman & Sterling, New York, New York.
EXPERTS
Our financial statements incorporated by reference in this prospectus
from our Annual Report on Form 10-K for the year ended December 31, 1999, as
amended on April 28, 2000, have been audited by PricewaterhouseCoopers LLP,
independent accountants, as stated in their report, which is incorporated herein
by reference.
The consolidated financial statements of CBS as of December 31, 1999
and 1998, and for each of the years in the three-year period ended December 31,
1999, incorporated by reference in this prospectus from the CBS Annual Report on
Form 10-K for the year ended December 31, 1999, as amended on April 28, 2000,
have been audited by KPMG LLP, independent accountants as stated in their
report, which is incorporated herein by reference, and upon the authority of
said firm as experts in accounting and auditing.
The financial statements of Infinity as of December 31, 1999 and 1998
and for each of the years in the three-year period ended December 31, 1999,
incorporated by reference in this prospectus from Item 8 of Infinity's Annual
Report on Form 10-K for the year ended December 31, 1999, have been audited by
KPMG LLP, independent accountants as stated in their report, which is
incorporated herein by reference, and upon the authority of said firm as experts
in accounting and auditing.
52
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any of its directors or officers who was or is a party,
or is threatened to be made a party, to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe that such person's conduct was unlawful. In
a derivative action, i.e., one by or in the right of a corporation, the
corporation is permitted to indemnify directors and officers against expenses
(including attorneys' fees) actually and reasonably incurred by them in
connection with the defense or settlement of an action or suit if they acted in
good faith and in a manner that they reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification shall
be made if such person shall have been adjudged liable to the corporation,
unless and only to the extent that the court in which the action or suit was
brought shall determine upon application that the defendant directors or
officers are fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Expenses, including attorneys' fees, incurred by any such person in
defending any such action, suit or proceeding may be paid or reimbursed by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt by it of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the corporation.
Delaware law does not permit a corporation to indemnify persons against
judgments in actions brought by or in the right of the corporation unless the
Delaware Court of Chancery approves the indemnification.
Viacom's restated certificate of incorporation provides that each
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, because that person is or was a Viacom director
or officer or is or was serving at Viacom's request as a director or officer of
another entity, shall be indemnified and held harmless by Viacom to the fullest
extent permitted by Delaware law. This right to indemnification also includes
the right to be paid by Viacom the expenses incurred in connection with that
proceeding in advance of its final disposition to the fullest extent authorized
by Delaware law. This right to indemnification is a contract right. Viacom's
restated certificate of incorporation authorizes its Board of Directors to
indemnify any of Viacom's employees or agents to the extent approved by the
Board of Directors and authorized under Delaware law.
Viacom intends to purchase and maintain insurance on behalf of any
person who is or was one of its directors, officers, employees or agents, or is
or was serving at the request of Viacom as a director, officer, employee or
agent of another entity against any liability asserted against him or her and
incurred by him or her in that capacity, or arising out of his or her status as
such, whether or not Viacom would have the power or the obligation to indemnify
him or her against that liability under the provisions of the restated
certificate of incorporation of Viacom.
II-i
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
See the index to exhibits that appears immediately following the
signature pages of this Registration Statement.
(b) Financial Statement Schedules
Not applicable.
Item 22. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-ii
(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, pursuant to the provisions described in Item 20, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that the claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(6) To respond to requests for information that is incorporated by reference
into the Prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed after the effective date of this Registration
Statement through the date of responding to the request.
(7) To supply by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein, that was not the
subject of and included in this Registration Statement when it became effective.
II-iii
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 9th day of February, 2001.
VIACOM INC.
By: /s/ SUMNER M. REDSTONE
----------------------------------
Name: Sumner M. Redstone
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ SUMNER M. REDSTONE Chairman of the Board of Directors, February 9, 2001
- ----------------------------------- Chief Executive Officer and
Sumner M. Redstone Director (Principal Executive Officer)
/s/ FREDRIC G. REYNOLDS Executive Vice President and February 9, 2001
- ---------------------------------- Chief Financial Officer
Fredric G. Reynolds (Principal Financial Officer)
/s/ SUSAN C. GORDON Vice President, Controller and February 9, 2001
- ---------------------------------- Chief Accounting Officer
Susan C. Gordon (Principal Accounting Officer)
* Director
- ----------------------------------
George S. Abrams
* Director
- ----------------------------------
David R. Andelman
* Director
- ----------------------------------
George H. Conrades
* Director
- ----------------------------------
Philippe P. Dauman
* Director
- ----------------------------------
William H. Gray III
Signatures Title Date
---------- ----- ----
* Director
- ----------------------------------
Mel Karmazin
* Director
- ----------------------------------
Jan Leschly
* Director
- ----------------------------------
David T. McLaughlin
* Director
- ----------------------------------
Leslie Moonves
* Director
- ----------------------------------
Brent D. Redstone
* Director
- ----------------------------------
Shari Redstone
* Director
- ----------------------------------
Frederick V. Salerno
* Director
- ----------------------------------
William Schwartz
* Director
- ----------------------------------
Ivan Seidenberg
* Director
- ----------------------------------
Patty Stonesifer
* Director
- ----------------------------------
Robert D. Walter
By: /s/ MICHAEL D. FRICKLAS February 9, 2001
--------------------------------
Michael D. Fricklas,
Attorney-in-Fact
for the Directors
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 9th day of February, 2001.
VIACOM INTERNATIONAL INC.
By: /s/ MEL KARMAZIN
-----------------------------------------------
Name: Mel Karmazin
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ MEL KARMAZIN Chief Executive Officer February 9, 2001
- ----------------------------------------
Mel Karmazin
/s/ FREDRIC G. REYNOLDS Executive Vice President, February 9, 2001
- ---------------------------------------- Chief Financial Officer
Fredric G. Reynolds and Director
/s/ MICHAEL D. FRICKLAS Executive Vice President and Director February 9, 2001
- ----------------------------------------
Michael D. Fricklas
/s/ SUSAN C. GORDON Vice President, Controller and Chief February 9, 2001
- ---------------------------------------- Accounting Officer
Susan C. Gordon
INDEX TO EXHIBITS
Exhibit
Number Description
1.1* Purchase Agreement, dated January 9, 2001, by and among Viacom Inc.
("Viacom"), Viacom International Inc. ("Viacom International"),
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith
Barney Inc., as representatives of the several initial purchasers (the
"Initial Purchasers").
4.1 Indenture, dated as of May 15, 1995, among Viacom, Viacom
International, as guarantor, and Citibank, N.A., as successor to State
Street Bank and Trust Company and The First National Bank of Boston,
Trustee (incorporated herein by reference to Exhibit 4.3 of Viacom's
Current Report on Form 8-K dated December 15, 1995).
4.2 First Supplemental Indenture, dated as of May 24, 1995 (incorporated
herein by reference to Exhibit 4.4 of Viacom's Current Report on Form
8-K dated December 15, 1995).
4.3 Second Supplemental Indenture and Amendment No. 1, dated as of
December 15, 1995 (incorporated herein by reference to Exhibit 4.5 of
Viacom's Current Report on Form 8-K dated December 15, 1995).
4.4 Third Supplemental Indenture, dated as of July 22, 1996 (incorporated
herein by reference to Exhibit 99.2 of Viacom's Current Report on Form
8-K dated August 1, 1996).
4.5 Fourth Supplemental Indenture, dated as of August 1, 2000
(incorporated herein by reference to Exhibit 4.3 of Viacom's Current
Report on Form 8-K dated July 25, 2000).
4.6* Fifth Supplemental Indenture, dated January 17, 2001.
4.7* Form of Exchange Note due 2006.
4.8* Form of Exchange Note due 2010.
4.9* Form of Exchange Debenture due 2030.
4.10* Registration Rights Agreement dated as of January 17, 2001 among
Viacom Inc., Viacom International Inc. and the Initial Purchasers.
5.1* Opinion and Consent of Shearman & Sterling regarding validity of the
exchange senior securities.
12.1 Statements regarding computation of ratios (incorporated herein by
reference to Exhibit 12.1 of Viacom's Registration Statement on Form
S-3 (Reg. No. 333-52728) dated December 26, 2000).
23.1* Consent of PricewaterhouseCoopers LLP, independent accountants
of the Registrant.
23.2* Consent of KPMG LLP, independent accountants of CBS Corporation.
23.3* Consent of KPMG LLP, independent accountants of Infinity Broadcasting
Corporation.
23.4 Consent of Shearman & Sterling (included in Exhibit 5.1).
24.1** Power of Attorney.
25.1* Statement of Eligibility of the Trustee, on Form T-1.
99.1* Form of Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Form of Exchange Agent Agreement.
* Previously filed.
** Filed herewith.
EXHIBIT 24.1
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 of Form S-4, 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, including amendments or 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, covering
the offering and issuance of up to $1.8 billion principal amount of debt
securities of Viacom Inc., and (2) any registration statements, reports and
applications relating to such debt 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 15th day of
November.
/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/ William H. Gray III Director
------------------------------------
William H. Gray III
/s/ Mel Karmazin Director
------------------------------------
Mel Karmazin
/s/ Jan Leschly Director
------------------------------------
Jan Leschly
/s/ David T. McLaughlin Director
------------------------------------
David T. McLaughlin
/s/ Leslie Moonves Director
------------------------------------
Leslie Moonves
/s/ Brent D. Redstone Director
------------------------------------
Brent D. Redstone
/s/ Shari Redstone Director
------------------------------------
Shari Redstone
/s/ Frederick V. Salerno Director
------------------------------------
Frederick 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
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 of Form S-4, 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, including amendments or 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, covering
the offering and issuance of up to $1.8 billion principal amount of debt
securities of Viacom Inc., and (2) any registration statements, reports and
applications relating to such debt 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 26th day of
January.
/s/ David R. Andelman Director
------------------------------------
David R. Andelman