As filed with the Securities and Exchange Commission on February 9, 2001
Registration No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2949533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1515 Broadway
New York, New York 10036
(212) 258-6000
(Address and phone number of principal executive offices, including zip code)
-----------------------------
Viacom Inc. 2000 Long-Term Management Incentive Plan
Viacom Inc. 1997 Long-Term Management Incentive Plan
Viacom Inc. 2000 Stock Option Plan for Outside Directors
BET Holdings II Inc. Restated Stock Option Agreement with Robert L. Johnson
BET Holdings II Inc. Restated Stock Option Agreement with Debra L. Lee
(Full titles of the plans)
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 and telephone number of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per aggregate offering price registration fee
share
- ------------------------------------------------------------------------------------------------------------------------------
Class B Common Stock, 85,609,892 $52.80(2) $4,520,202,297.60 $1,130,050.57
par value $.01 per 46,000 $66.58(3) $ 3,062,680.00 $ 765.67
share 2,766,750 $59.01(3) $ 163,265,917.50 $ 40,816.48
11,133,905 $52.92(3) $ 589,206,252.60 $ 147,301.56
14,739,000 $55.20(3) $ 813,592,800.00 $ 203,398.20
842,377 $34.50(3) $ 29,062,006.50 $ 7,265.50
862,077 $15.20(3) $ 13,103,570.40 $ 3,275.89
121,105 $ 3.17(3) $ 383,902.85 $ 95.98
22,107 $ 3.09(3) $ 68,310.63 $ 17.08
49,735 $ 4.10(3) $ 203,913.50 $ 50.98
1,065,162 $ 4.28(3) $ 4,558,893.36 $ 1,139.72
323,279 $ 5.48(3) $ 1,771,568.92 $ 442.89
----------- ----------------- -------------
117,581,389 $6,138,482,113.86 $1,534,620.52
- ------------------------------------------------------------------------------------------------------------------------------
(1) Represents an aggregate of 100,000,000 shares of Class B Common Stock,
par value $.01 per share (the "Class B Common Stock") of Viacom Inc.
(the "Registrant") available for issuance under the Viacom Inc. 2000
Long-Term Management Incentive Plan, 15,000,000 shares of Class B Common
Stock available for issuance under the Viacom Inc. 1997 Long-Term
Management Incentive Plan, 1,000,000 shares of Class B Common Stock
available for issuance under the Viacom Inc. 2000 Stock Option Plan for
Outside Directors, 1,085,885 shares of Class B Common Stock available
for issuance under the BET Holdings II Inc. Restated Stock Option
Agreement with Robert L. Johnson, and 495,503 shares of Class B Common
Stock available for issuance under the BET Holdings II Inc. Restated
Stock Option Agreement with Debra L. Lee. In addition, this Registration
Statement shall also cover any additional shares of Class B Common Stock
which become issuable under the plans being registered pursuant to this
Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Class B Common Stock.
(2) Pursuant to Rule 457(h) of the Securities Act, the Proposed Maximum
Offering Price Per Share and the Proposed Maximum Aggregate Offering
Price for a total of 85,609,892 shares of Class B Common Stock are
estimated solely for the purpose of calculating the registration fee and
are based on the average of the high and low prices of the of the Class
B Common Stock on the New York Stock Exchange consolidated reporting
system on February 6, 2001.
(3) Pursuant to Rules 457(c) and 457(h) of the Securities Act, the Proposed
Maximum Offering Price Per Share and the Proposed Maximum Aggregate
Offering Price for a total of 31,971,497 shares of Class B Common Stock
subject to currently outstanding options are based on the per share
weighted average exercise price of the stock options.
Page 1 of 9
Exhibit Index Appears on Page 9
1
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- ------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the "Note" to Part I of Form
S-8.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with or
furnished to the Securities and Exchange Commission (the "Commission") by the
Registrant and CBS Corporation are incorporated herein by reference and made
part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, as amended by Amendment No. 1 to the Annual
Report on Form 10-K/A dated April 28, 2000;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
periods ending March 31, 2000, June 30, 2000 and September 30, 2000;
(c) The Registrant's Current Reports on Form 8-K or Form 8-K/A
filed May 4, 2000, July 17, 2000, August 3, 2000, August 15, 2000,
October 31, 2000, November 3, 2000, December 4, 2000, January 5,
2001 and January 8, 2001;
(d) The description of the Registrant's Class B Common Stock
contained in the Registrant's Proxy Statement filed on November 24,
1999; and
(e) The CBS Corporation Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, as amended by Form 10-K/A filed
April 28, 2000.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934
(the "Exchange Act") subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
3
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law
("DGCL") allows a corporation to include in its certificate of incorporation a
provision eliminating the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except in cases where the director breached his duty of loyalty to the
corporation or its stockholders, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of the law, willfully or
negligently authorized the unlawful payment of a dividend or approved an
unlawful stock redemption or repurchase or obtained an improper personal
benefit. The Registrant's Restated Certificate of Incorporation (the "Viacom
Charter") contains provisions that eliminate directors' personal liability, in
certain circumstances.
Section 1 of Article VI of the Viacom Charter provides that
the Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Registrant) by reason of the fact that he is
or was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, employee or
agent (including trustee) of another corporation, partnership, joint venture,
trust or other enterprise, against judgments, fines, amounts paid in settlement
and expenses (including attorneys' fees), actually and reasonably incurred by
him in connection with such action, suit or proceedings if he acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2 of Article VI of the Viacom Charter provides that
the Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the Registrant to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Registrant, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Registrant
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability and in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnify for such expenses which the court
shall deem proper.
Section 4 of Article VI of the Viacom Charter provides that
any indemnification made pursuant to the above provisions (unless ordered by a
court) shall be made by the Registrant only as authorized in the specific case
upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct as set forth above. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceedings, even though less than a quorum, or (2) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (3) if there are no
4
such directors, or if such directors so direct, by independent legal counsel in
a written opinion, or (4) by the stockholders of the Registrant entitled to vote
thereon.
The Viacom Charter provides that to the extent that a present
or former director, officer, employee or agent of the Registrant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by that person in connection therewith. The
indemnification and advancement of expenses provided by, or granted pursuant to,
the indemnification provisions of the Viacom Charter shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any statute, by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in that person's official capacity and as to action in another capacity while
holding such office. Without limiting the foregoing, the Registrant is
authorized to enter into an agreement with any director, officer, employee or
agent of the Registrant providing indemnification for such person against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement that result from any threatened pending or completed actions, suit or
proceeding, whether civil, criminal, administrative or investigative, including
any action by or in the right of the Registrant, that arises by reason of the
fact that such person is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the full extent allowed by law, except that no
such agreement shall provide for indemnification for any actions that constitute
fraud, actual dishonesty or willful misconduct.
The Registrant may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Registrant would have the power to indemnify him against such
liability under the provisions of Article VI of the Viacom Charter.
Pursuant to Section 7 of Article VI of the Viacom Charter, the
Registrant has purchased certain liability insurance for its officers and
directors as permitted by Section 145(g) of the DGCL.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) 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 to include any material information
with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in the Registration Statement;
5
(2) That, for the purpose of determining any
liability under the Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a 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 Securities Act and will be governed by the final
adjudication of such issue.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
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/Michael D. Fricklas
------------------------
Michael D. Fricklas
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration statement on Form S-8 has been signed by the following persons
in the capacities indicated on the 9th day of February, 2001.
SIGNATURE TITLE
--------- -----
*
- -------------------------------- Director
George S. Abrams
* Director
- --------------------------------
David R. Andelman
* Director
- --------------------------------
George H. Conrades
* Director
- --------------------------------
Philippe P. Dauman
/s/ Susan C. Gordon Vice President, Controller and
- -------------------------------- Chief Accounting Officer
Susan C. Gordon (Principal Accounting Officer)
* Director
- --------------------------------
William H. Gray III
/s/ Mel Karmazin
- -------------------------------- Director, President and Chief
Mel Karmazin Operating Officer
* Director
- --------------------------------
Jan Leschly
7
* Director
- --------------------------------
David T. McLaughlin
* Director
- --------------------------------
Leslie Moonves
* Director
- --------------------------------
Ken Miller
* Director
- --------------------------------
Brent D. Redstone
* Director
- --------------------------------
Shari Redstone
/s/ Sumner M. Redstone Director, Chairman of the Board
- -------------------------------- and Chief Executive Officer
Sumner M. Redstone (Principal Executive Officer)
/s/ Fredric G. Reynolds Executive Vice President and
- -------------------------------- Chief Financial Officer (Principal
Fredric G. Reynolds Financial Officer)
* Director
- --------------------------------
Frederic V. Salerno
* Director
- --------------------------------
William Schwartz
* Director
- --------------------------------
Ivan Seidenberg
* Director
- --------------------------------
Patty Stonesifer
* Director
- --------------------------------
Robert D. Walter
/s/ Michael D. Fricklas
- --------------------------------
* By Michael D. Fricklas as Power of Attorney
8
Exhibit Index
Exhibit No. Description of Document
4.1 Restated Certificate of Incorporation of Viacom Inc. (incorporated
by reference to Exhibit 3(a) to the Annual Report on Form 10-K of
the Registrant for the fiscal year ended December 31, 1999 (File
No. 1-578600)).
4.2 By-laws of Viacom Inc. (incorporated by reference to Exhibit 3.3 to
the Registrant's Registration Statement on Form S-4 filed by the
Registrant (File No. 33-13812)).
4.3 Viacom Inc. 2000 Long-Term Management Incentive Plan, (incorporated
by reference to Exhibit A to the Registrant's Definitive Proxy
Statement dated June 5, 2000).
4.4 Viacom Inc. 1997 Long-Term Management Incentive Plan (as amended
and restated through July 29, 1999 as further amended and restated
through September 6, 1999 and as further amended and restated
through May 25, 2000) (incorporated by reference to Exhibit B to
the Registrant's Definitive Proxy Statement dated June 5, 2000).
4.5 Viacom Inc. 2000 Stock Option Plan for Outside Directors
(incorporated by reference to Exhibit A to the Registrant's
Definitive Proxy Statement dated June 5, 2000).
4.6* BET Holdings II Inc. Restated Stock Option Agreement with Robert L.
Johnson.
4.7* BET Holdings II Inc. Restated Stock Option Agreement with Debra L.
Lee.
5.1* Opinion of Michael D. Fricklas, Executive Vice President, General
Counsel and Secretary of the Registrant, as to the legality of the
securities being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of KPMG LLP.
23.3 Consent of Michael D. Fricklas, Executive Vice President, General
Counsel and Secretary of the Registrant (included in Exhibit 5.1).
24* Powers of Attorney.
- ------------------
* Filed herewith.
9
EXHIBIT 4.6
BET HOLDINGS II, INC.
RESTATED STOCK OPTION AGREEMENT
THIS RESTATED STOCK OPTION AGREEMENT, dated as of July 30, 1998, is
made between BET HOLDINGS II, INC. (the "Company") and Robert L. Johnson (the
"Optionee").
WITNESSETH:
WHEREAS, BET Holdings, Inc. has previously issued certain stock options
("Original Options") to the Optionee to purchase shares of Class A common stock
of BET Holdings, Inc.; and
WHEREAS, the Company shall be the ultimate parent corporation in
connection with the Agreement and Plan of Merger among Robert L. Johnson,
Liberty Media Corporation, BTV Acquisition Corporation and BET Holdings, Inc.;
and
WHEREAS, the Original Options previously issued to the Optionee by BET
Holdings, Inc. shall become options ("Company Options") to acquire Common Stock
("Common Stock") in the Company, as the ultimate parent of the corporate group
which previously included BET Holdings, Inc., pursuant to the terms and
conditions of this Restated Stock Option Agreement, it being the intention of
the parties to fully vest the Original Options, to cause the Options used to
restate such Original Options to have an initial value on the date of
restatement equal to the differential between (i) Sixty-Three Dollars ($63.00)
multiplied by the number of shares of Class A Common Stock which could otherwise
have been purchased pursuant to the exercise of such cancelled Original Options
and (ii) the aggregate exercise price attributable to all such cancelled
Original Options, and to allow the restatement of such Original Options into
Options hereunder in such manner as shall satisfy the requirements of Section
424(a) of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties mutually covenant and agree as
follows:
1. Ratification of Outstanding Original Options. Pursuant to the
Agreement and Plan of Merger, options to purchase Two Hundred and Sixty-Two
Thousand (262,000) shares of the Class A common stock of BET Holdings, Inc. held
by the Eligible Executive which remain outstanding as of the date of the
transactions contemplated in the Agreement and Plan of Merger (the "Remaining
Options") shall, pursuant to this Agreement and Plan of Merger, remain
outstanding following the merger. Such Remaining Options, by virtue of the
merger and the reorganization transactions following the merger, shall
constitute Company Options to purchase Two Hundred and Sixty-Two Thousand
(262,000) shares of the Common Stock. The Company Options shall be deemed to
have been issued pursuant to the BET Holdings, Inc. 1991 Executive Stock Option
Plan, as amended and restated through July 30, 1998 into the BET Holdings II,
Inc. 1998 Executive Stock Option Plan (the "Plan"), the provisions of which are
hereby incorporated by reference. The Plan is hereby adopted and assumed by the
Company and the Company hereby assumes the obligations in respect of the Company
Options. The exercise price per share,
the remaining term of each Company Option and the characteristic of each Company
Option as an Incentive Stock Option or as a Nonqualified Option are set forth
below:
Incentive Stock Option
Number of Shares Subject Exercise Price Per (ISO) or Nonqualified
to Company Options Company Option Expiration Date Stock Option (NO)
------------------ -------------- --------------- -----------------
o 12,000 $17.00 10/29/01 12,000 NQ
o 172,000 $17.75 07/12/05 172,000 NQ
o 78,000 $22.70 12/09/06 78,000 NQ
No portion of the above-referenced Company Options may be exercised prior to the
expiration of six (6) months from the date of this Restated Stock Option
Agreement, as set forth above.
2. Terms and Conditions. In addition to the characteristics of the
Company Options set forth in the above chart, it is understood and agreed that
each Company Option is subject to the following terms and conditions in addition
to any terms and conditions of the Plan that are not restated herein (any such
terms being incorporated herein by reference):
(a) Exercise of Option. Any exercise shall be accompanied by a written
notice to the Company specifying the number of shares as to which the Company
Option is being exercised. Such written notice shall be substantially in the
form of Exhibit A attached hereto. Notation of any partial exercise shall be
made by the Committee on Schedule I hereto.
(b) Payment of Purchase Price Upon Exercise. At the time of any
exercise and within the discretion of the Committee, the purchase price of the
Common Stock shall be paid by the Optionee to the Company in cash or with Common
Stock (including shares acquired pursuant to the exercise of an Option) having a
total Fair Market Value, as determined by the Committee, equal to the purchase
price, or a combination of cash and Common Stock having a total fair market
value equal to the purchase price.
(c) Nontransferability. The Company Options shall not be transferable
other than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, the Company Options shall be exercisable only by the
Optionee.
(d) No Rights as Shareholder. The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock subject to the Company
Options prior to the date of issuance to him of a certificate or certificates
for such shares.
(e) Investment Representation. The Committee may require the Optionee
(or such other person to whom the Company Options may be transferred in
accordance with the terms of this Agreement and the Plan) to deliver to the
Committee at the time the Company Options or any portion of the Company Options
is exercised, a written representation that the shares to be acquired upon such
exercise are to be acquired for investment and not for resale or with a view to
distribution thereof and/or that Optionee or such other person will comply with
such restrictions as may be necessary to satisfy the requirements of the federal
or state securities law. Delivery of the representation required by this section
shall be a condition precedent to the
2
right of the Optionee or such other person to purchase any shares of Common
Stock under this Agreement.
3. Optionee Bound by Plan. Optionee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof,
including the terms and provisions adopted after the granting of these Company
Options but prior to the complete exercise thereof.
4. Notices. Any notice hereunder to the Company shall be addressed to
it at its office, 1900 W Place, N.E., Washington, D.C. 20018, Attention: General
Counsel, and any notice hereunder to Optionee shall be addressed to him at 1900
W Place, N.E., Washington, D.C. 20018, subject to the right of either party to
designate at any time hereafter in writing some other address.
5. Counterparts. This Agreement has been executed in two counterparts
each of which shall constitute one and the same instrument.
6. Headings. Any headings preceding the text of the sections of this
Agreement are inserted for convenience of reference only, and shall neither
constitute a part of this Agreement nor affect its meaning, construction or
effect.
7. Interpretations. Any dispute or disagreement which may arise under
or as a result of or pursuant to this Agreement shall be determined by the
Committee in its sole discretion, and any interpretation by the Committee of the
terms of this Agreement shall be final, binding and conclusive. All rights under
this Agreement shall be governed and construed in accordance with the laws of
the state of Delaware.
3
IN WITNESS WHEREOF, BET Holdings II, Inc. has caused this Agreement to
be executed by an appropriate officer and Optionee has executed this Agreement,
both as to the day and year first above written.
BET HOLDINGS II, INC.
By: /s/ Byron Marchant
------------------------------------------
Title: Senior Vice President and Chief
Administrative Officer
/s/ Robert L. Johnson
---------------------------------------------
Optionee
4
SCHEDULE I - NOTATIONS AS TO PARTIAL EXERCISE
Balance of Shares
Number of Non-
Date of Purchased Incentive Qualified Authorized Notation
Exercise Shares Stock Option Option Total Signature Date
- -------- --------- ------------ --------- ----- ---------- --------
EXHIBIT 4.7
BET HOLDINGS II, INC.
RESTATED STOCK OPTION AGREEMENT
THIS RESTATED STOCK OPTION AGREEMENT, dated as of July 30, 1998, is
made between BET HOLDINGS II, INC. (the "Company") and Debra L. Lee (the
"Eligible Executive").
WITNESSETH:
WHEREAS, BET Holdings, Inc. has previously issued certain stock options
("Original Options") to the Eligible Executive to purchase shares of Class A
common stock of BET Holdings, Inc.; and
WHEREAS, the Company shall be the ultimate parent corporation in
connection with the Agreement and Plan of Merger among Robert L. Johnson
("Johnson"), Liberty Media Corporation ("Liberty"), BTV Acquisition Corporation
and BET Holdings, Inc.; and
WHEREAS, pursuant to such Agreement and Plan of Merger and this
Agreement, one-half of the outstanding Original Options held by the Eligible
Executive as of the effective date of the transactions contemplated in the
Agreement and Plan of Merger shall be cancelled and the Eligible Executive shall
become entitled to receive in respect thereof a cash payment, which cash payment
shall be determined by reference to the differential between (i) Sixty-Three
Dollars ($63.00) multiplied by the number of shares of common stock of BET
Holdings, Inc. which could otherwise have been purchased pursuant to the
exercise of such cancelled Original Options and (ii) the aggregate exercise
price attributable to all such cancelled Original Options; and
WHEREAS, the Original Options previously issued to the Eligible
Executive by BET Holdings, Inc. which are not so cancelled shall become options
("Company Options") to acquire Common Stock ("Common Stock") in the Company, as
the ultimate parent of the corporate group which previously included BET
Holdings, Inc., pursuant to the terms and conditions of this Restated Stock
Option Agreement, it being the intention of the parties to fully vest the
remaining Original Options, to cause the Options used to restate such Original
Options to have an initial value on the date of restatement equal to the
differential between (i) Sixty-Three Dollars ($63.00) multiplied by the number
of shares of Class A common stock of BET Holdings, Inc. which could otherwise
have been purchased pursuant to the exercise of such cancelled Original Options
and (ii) the aggregate exercise price attributable to all such cancelled
Original Options, to subject any stock acquired pursuant to the exercise of such
remaining Original Options to certain terms and conditions as more fully set
forth herein and to allow the restatement of such remaining Original Options
into Options hereunder in such manner as shall satisfy the requirements of
Section 424(a) of the Internal Revenue Code of 1986, as amended.
NOW THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties mutually covenant and agree as
follows:
1. Ratification of Outstanding Original Options. Pursuant to the
Agreement and Plan of Merger, outstanding options to purchase One Hundred
Nineteen Thousand Five Hundred and Fifty-Four (119,554) shares of Class A common
stock of BET Holdings, Inc. held by the
Eligible Executive shall be cancelled (the "Cancelled Options") and the Eligible
Executive shall become entitled to receive in respect of such Cancelled Options
a cash payment equal to the difference between (i) Sixty-Three Dollars ($63.00)
multiplied by the number of shares of Class A common stock which could have been
purchased by the Eligible Executive upon exercise of the Cancelled Options and
(ii) the aggregate exercise price of all Cancelled Options. The options to
purchase One Hundred Nineteen Thousand Five Hundred and Fifty-Four (119,554)
shares of Class A common stock which are not being cancelled (the "Remaining
Options") shall, pursuant to this Agreement and Plan of Merger, remain
outstanding following the merger. Such Remaining Options shall, by virtue of the
merger and the reorganization transactions following the merger, constitute
Company Options to purchase One Hundred Nineteen Thousand Five Hundred and
Fifty-Four (119,554) shares of Common Stock. The Company Options shall be deemed
to have been issued pursuant to the BET Holdings, Inc. 1991 Executive Stock
Option Plan, as amended and restated through July 30, 1998 in the form of the
BET Holdings II, Inc. 1998 Executive Stock Option Plan (the "Plan"), the
provisions of which are hereby incorporated by reference. The Plan is hereby
adopted and assumed by the Company and the Company hereby assumes the
obligations in respect of the Company Options. The exercise price per share, the
remaining term of each Company Option and the characteristic of each Company
Option as an Incentive Stock Option or as a Nonqualified Option are set forth
below:
Number of Company
Shares Subject to Exercise Price Per Incentive Stock Option (ISO) or
Company Options Company Option Expiration Date Nonqualified Stock Option (NQ)
------------------ ------------------ --------------- -------------------------------
o 29,220 $13.125 11/20/02 29,220 ISO
o 5,334 $12.800 04/22/04 5,334 NQ
o 85,000 $17.750 07/12/05 85,000 NQ
No portion of the above-referenced Company Options may be exercised prior to the
expiration of six (6) months from the date of this Restated Stock Option
Agreement, as set forth above.
The purchase price of the shares of Common Stock to be acquired through
the exercise of any Company Option intending to be an Incentive Stock Option is
based upon the Fair Market Value of the Common Stock, as defined by the Plan, as
of the date on which the Company Option was originally granted. (The parties
agree that any Company Options previously issued which are not described above
have been cancelled and the Eligible Executive has received a cash payment equal
to the value of such cancelled Company Options.)
2. Terms and Conditions. In addition to the characteristics of the
Company Options set forth in the above chart, it is understood and agreed that
each Company Option is subject to the following terms and conditions in addition
to any terms and conditions of the Plan that are not restated herein (any such
terms being incorporated herein by reference):
2
a. Sales of Stock.
i. Restrictions on Transferability. In addition to the voting
restrictions established pursuant to the BET Holdings II, Inc. Voting
Trust Agreement ("Voting Trust Agreement") referred to in Paragraph
2(f) below, the Eligible Executive understands and agrees that any
shares of Common Stock acquired pursuant to an exercise of a Company
Option shall be subject to the restrictions set forth in that certain
Stockholders' Agreement Term Sheet ("Stockholders' Agreement") and that
certain Letter Agreement dated September 11, 1997, both of which are
attached hereto as Exhibit A, and to which the Eligible Executive
consents and the Eligible Executive further acknowledges and agrees
that each of Johnson and Liberty shall be entitled to take any and all
actions determined in his or its sole discretion, including, but not
limited to, transactions involving Johnson and Liberty. More
specifically, the Eligible Executive acknowledges and agrees that
voting restrictions set forth in Section 2 of such Stockholders'
Agreement shall be applicable to the shares of Common Stock issuable
upon exercise of a Company Option during the term of such Stockholders'
Agreement, including, without limitation, following the date such stock
is released from the Voting Trust Agreement. In addition, the Eligible
Executive acknowledges and agrees to be bound by Section 3 of such
Stockholders' Agreement entitled "Fundamental Matters." The Eligible
Executive also acknowledges that she is not a party and has no rights
under the Stockholders' Agreement as in effect on July 30, 1998.
In lieu of the specific restrictions on transfer of shares of
Common Stock set forth in Section 4 of the above-referenced
Stockholders' Agreement, shares of Common Stock issued to the Eligible
Executive upon exercise of the Company Options shall have the rights
and be subject to the restrictions set forth below:
A. For a period of three (3) years commencing upon the
acquisition of any shares of Common Stock upon exercise of all or
any portion of this Company Option, the Eligible Executive may not
sell, transfer, assign, give, pledge, hypothecate or otherwise
dispose of, directly or indirectly (a "Transfer"), any such shares
of Common Stock other than in a Permitted Transfer. As a condition
to the completion of each Permitted Transfer, the person or entity
to whom the shares of Common Stock are Transferred shall be required
to execute a written instrument, reasonably satisfactory to the
Company, agreeing to become subject to the terms and conditions of
this Agreement.
B. A "Permitted Transfer" shall mean any of the following
Transfers:
(1) A Transfer by the Eligible Executive of shares of
Common Stock, without consideration, in any of the following
situations:
(a) A Transfer to, or in trust for the benefit of,
members of her immediate family (consisting of her
parents, spouse, siblings, children, and grandchildren)
or an entity wholly-owned by the Eligible Executive
and/or members of the Eligible Executive's immediate
family.
3
(b) A Transfer to a legal representative in the
event the Eligible Executive is adjudicated mentally
incompetent.
(2) A Transfer of Common Stock consented to in writing
by the Company.
The above-referenced three (3) year restriction shall apply
separately with respect to each share of Common Stock acquired in
connection with the exercise of any portion of the Company Options
ratified herein.
ii. Right of First Refusal. In lieu of the "Right of First
Refusal" set forth in Section 5 of the above-referenced Stockholders'
Agreement, the Eligible Executive shall be subject to a Right of First
Refusal as set forth below and shall not be permitted to transfer any
shares of Common Stock (other than through a transfer which is a
"Permitted Transfer" as defined above) except pursuant to a Third
Party Offer, as described below, with respect to which the following
procedures have been followed:
A. If an Eligible Executive has received a bona fide offer
from an unaffiliated third party (a "Third Party Offer") to purchase
for cash all or any portion consisting of a least ten percent (10%)
of her shares of Common Stock, which offer the Eligible Executive
desires to accept, the Eligible Executive shall notify each of the
Company, Liberty and Johnson of such Third Party Offer to purchase
such shares of Common Stock for cash and the material terms thereof.
Such notice (the "Offer Notice") shall constitute an offer (the
"Offer") by the Eligible Executive to the Company, Liberty and
Johnson to purchase all, but not less than all, of the shares of
Common Stock which the Eligible Executive desires to sell for the
same consideration as such Third Party Offer.
B. If any of the Company, Liberty or Johnson desires to accept
such Offer, such person or entity (an "Accepting Offeree") shall
notify the Eligible Executive and each other offeree of its or his
acceptance within thirty (30) days of the date of delivery of the
Offer Notice. Thereafter, the Company, Johnson and Liberty shall
make the allocations provided for in Section 2(b) and deliver a
subsequent notice to the Eligible Exective specifying the number of
shares to be purchased by each such Accepting Offeree. Such notice
shall constitute the Accepting Offeree's agreement, subject to the
receipt of any applicable governmental consent or approval, to
purchase such shares of Common Stock for the consideration contained
in the Offer Notice. The closing of any such purchase shall occur on
the 30th day following the delivery of the original notice of
acceptance.
(1) In payment for the shares being purchased, each
Accepting Offeree shall execute a promissory note with the
principal thereof payable in a single balloon amount payable
upon the earlier to occur of ten (10) years from the date of
such note or ten (10) days from the date of closing of any
initial public offering involving the Common Stock. The
promissory note shall bear interest at a rate equal to one
percent (1%) in
4
excess of the prime rate of interest in effect on the date of
execution of the promissory note, as published in The Wall
Street Journal on the Friday preceding the date of execution
and may be prepaid at any time without penalty. Interest shall
be payable on a quarterly basis. Each Accepting Offeree's
promissory note shall be the sole obligation of the maker
thereof.
(2) In connection with the determination of the relative
rights of the members or within the group constituting the
Company, Liberty and Johnson, the following principles shall
apply:
(a) The Company shall have the initial right to
accept the offer in its entirety and may assign any
portion of such right to any qualified retirement plan
then in existence on behalf of employees of the Company
or its affiliates. In the event that the Company does
not choose to accept the offer in its entirety, any
shares of Common Stock which are not acquired by the
Company shall be made available to Liberty and Johnson,
each of whom shall have a right to purchase one-half
(1/2) of the shares of Common Stock not purchased by the
Company. If either Liberty or Johnson does not choose to
purchase all of the shares of Common Stock then made
available to Liberty or Johnson, as the case may be, the
other party shall have the right to purchase any such
shares not so purchased by such party.
(b) If none of the Company, Liberty and Johnson
accept such Offer, the Eligible Executive shall be
entitled to sell such offered shares of Common Stock
pursuant to such Third Party Offer, provided that (i)
the closing of such transaction occurs within 120 days
of the date of delivery of the Offer Notice and (ii) the
terms and conditions of such sale (including price) are
no less favorable to the Eligible Executive than the
terms and conditions set forth in the Offer Notice. An
unaffiliated third party purchaser acquiring shares of
Common Stock in accordance with the foregoing procedures
shall acquire such shares free and clear of any
obligations, and shall have no rights under this
Agreement. Upon any sale of shares pursuant to the Right
of First Refusal set forth herein, the Eligible
Executive shall provide customary representations and
warranties to the Accepting Offerees as to the ownership
of the shares being sold and that such shares are free
and clear of all liens, pledges, security interests and
other encumbrances.
(3) The Right of First Refusal procedure set forth
herein shall expire on the date of consummation of the initial
public offering of the Common Stock (the "IPO").
5
iii. Registration Rights. The Eligible Executive shall have
piggyback registration rights in connection with any initial public
offering of the shares of Common Stock subject to any requirements
imposed by the underwriters.
iv. Tag-Along Requirement. In the event of a sale to a third
party by Johnson and Liberty of all of their ownership interests in
shares of Common Stock prior to the date of the IPO, any shares of
Common Stock acquired by the Eligible Executive pursuant to the
prior exercise of the Company Options and any remaining Company
Options shall be sold to the same third party, on comparable and
appropriate economic terms and conditions.
b. Expiration Date. Except as otherwise provided in the Plan
and this Agreement, the Company Options ratified hereby may be
exercised by the Eligible Executive in whole or in part from time to
time, during the period beginning on the expiration of six (6) months
from the date of this Agreement and ending on the earlier of (i) the
expiration date set forth in Section 1 above or (ii) three (3) months
after the date on which the Eligible Executive ceases to be employed
by the Company or any Subsidiary Company as such term is defined in
the Plan (the "Option Period"). The Company Options shall expire at
the end of the Option Period.
c. Exercise of Company Option. Any exercise shall be
accompanied by a written notice to the Company specifying the number
of shares of Common Stock as to which the Company Option is being
exercised. Such written notice shall be substantially in the form of
Exhibit B attached hereto. Notation of any partial exercise shall be
made by the Compensation Committee of the Board of Directors of the
Company (the "Committee") on Schedule I hereto.
d. Payment of Purchase Price Upon Exercise. At the time of any
exercise and within the discretion of the Committee, the purchase
price of the shares of Common Stock shall be paid by the Eligible
Executive to the Company in cash or with shares of Common Stock
(including shares acquired pursuant to the exercise of a Company
Option) having a total Fair Market Value, as determined by the
Committee, equal to the purchase price, or a combination of cash and
shares of Common Stock having a total fair market value equal to the
purchase price.
e. Nontransferability. The Company Options ratified hereby
shall not be transferable other than by will or by the laws of descent
and distribution. During the lifetime of the Eligible Executive, the
Company Options shall be exercisable only by the Eligible Executive.
f. No Rights as Shareholder and Agreement to Enter into Voting
Trust Agreement. The Eligible Executive shall have no rights as a
shareholder with respect to any shares of Common Stock subject to the
Company Options ratified hereby prior to the date of issuance to her
of a certificate or certificates for such shares. In addition, the
Eligible Executive agrees that any shares of Common Stock acquired
before the earlier of (i) July 30, 2008 or (ii) the date of the IPO,
shall be reissued in the name of the then current Voting Trustee,
under the Voting Trust Agreement attached hereto as Exhibit C
6
and that as a condition to the ratification of the Company Options
hereunder, the Eligible Executive shall execute such Voting Trust
Agreement.
g. Investment Representation. The Committee may require the
Eligible Executive (or such other person to whom the Company Option
may be transferred in accordance with the terms of this Agreement and
the Plan) to deliver to the Committee at the time the Company Options
ratified hereby or any portion of such Company Options is exercised, a
written representation that the shares of Common Stock to be acquired
upon such exercise are to be acquired for investment and not for
resale or with a view to distribution thereof and/or that Eligible
Executive or such other person will comply with such restrictions as
may be necessary to satisfy the requirements of the federal or state
securities law. Delivery of the representation required by this
section shall be a condition precedent to the right of the Eligible
Executive or such other person to purchase any shares of Common Stock
under this Agreement.
3. Eligible Executive Bound by Plan and Legended Stock Certificates.
The Eligible Executive hereby acknowledges receipt of a copy of the Plan and the
Stockholders' Agreement and agrees to be bound by all the terms and provisions
thereof, including the terms and provisions adopted after the ratification of
these Company Options but prior to the complete exercise thereof. In addition,
the Eligible Executive acknowledges that any shares of Common Stock issued in
connection with the exercise of a Company Option ratified herein shall be marked
with a restrictive legend which references the conditions and limitations
imposed on such shares of Common Stock by this Agreement.
4. Notices. Any notice hereunder to the Company shall be addressed to
it at its office, 1900 W Place, N.E., Washington D.C. 20018, Attention: General
Counsel, any notice hereunder to the Eligible Executive shall be addressed to
her at ____________________, any notice hereunder to Liberty shall be addressed
to it at 8101 E. Prentice Avenue, Suite 500, Englewood, CO 80111, Attention:
President, and any notice hereunder to Johnson shall be addressed to him at his
office, 1900 W Place, N.E., Washington, D.C. 20018, subject to the right of any
such person or entity to designate at any time hereafter in writing some other
address.
5. Counterparts. The Agreement has been executed in two counterparts
each of which shall constitute one and the same instrument.
6. Headings. Any headings preceding the text of the sections of this
Agreement are inserted for convenience of reference only, and shall neither
constitute a part of this Agreement nor affect its meaning, construction or
effect.
7. Interpretations. Any dispute or disagreement which may arise under
or as a result of or pursuant to this Agreement shall be determined by the
Committee in its sole discretion, and any interpretation by the Committee of the
terms of this Agreement shall be final, binding and conclusive. All rights under
this Agreement shall be governed and construed in accordance with the laws of
the state of Delaware.
7
IN WITNESS WHEREOF, BET Holdings II, Inc. has caused this Agreement to
be executed by an appropriate officer and the Eligible Executive has executed
this Agreement, both as of the day and year first above written.
BET HOLDINGS II, INC.
By: /s/ Byron Marchant
------------------------------------
Title: Senior Vice President and
Chief Administrative Officer
/s/ Debra L. Lee
------------------------------------
Eligible Executive
8
SCHEDULE I -- NOTATIONS AS TO PARTIAL EXERCISE
----------------------------------------------
Balance of Shares
-----------------
Number of
Date of Purchased Incentive Non-Qualified Authorized Notation
Exercise Shares Stock Option Option Total Signature Date
-------- ------ ------------ ------ ----- --------- ----
Exhibit B
---------
BET HOLDINGS II, INC.
1900 W Place, N.E.
Washington, D.C. 20018
Attention:
------------------------
Notice of Exercise of Stock Option
and Record of Stock Transfer
I hereby exercise the identified portion of the Option ratified by BET
Holdings II, Inc. (the "Company") in a Restated Stock Option Agreement dated
July 30, 1998, subject to all the terms and provisions thereof and of the BET
Holdings II, Inc. 1998 Executive Stock Option Plan referred to therein, and
notify you of my desire to purchase _____ shares of Common Stock of the Company
("Common Stock") which were offered to me pursuant to said Restated Stock Option
Agreement, as follows:
Number of Option Price Incentive Stock Option
Shares Per Share or Nonqualified
[Enclosed is my [certified] check in the sum of _____ in full payment for such
shares.] [Enclosed are certificates of Common Stock having a fair market value,
as determined by the Compensation Committee of the Board of Directors of BET
Holdings II, Inc., equal to the purchase price of such shares.]
I hereby represent that the _____ shares of Common Stock to be
delivered to me pursuant to the above-mentioned exercise of the Restated Stock
Option on __________ are being acquired by me as an investment and not with a
view to, or for sale in connection with, the distribution of any thereof and
that such shares shall bear an appropriate legend reflecting the conditions and
limitations set forth in the Restated Stock Option Agreement. I further
understand that such
shares shall be subject to a Voting Trust Agreement and I agree to execute such
documents as may be necessary to effectuate such result.
DATED: , 19 .
----------------------- -----
--------------------------
Employee's Signature
Receipt is hereby acknowledged of the delivery to me by BET Holdings
II, Inc. on __________ of stock certificates for __________ shares of Common
Stock of BET Holdings II, Inc. purchased by me pursuant to the terms and
conditions of the BET Holdings II, Inc. 1998 Executive Stock Option Plan
referred to above (the "Plan"), which shares were transferred to me on the
Company's stock record books on __________. [I hereby direct that such stock
certificates be reissued in the name of Robert L. Johnson, as Voting Trustee of
the Voting Trust established in accordance with the Plan in accordance with the
terms of my Restated Stock Option Agreement.]
--------------------------
Employee
2
EXHIBIT 5.1
February 9, 2001
Viacom Inc.
1515 Broadway
New York, NY 10036
Dear Sirs:
I am the Executive Vice President, General Counsel and
Secretary of Viacom Inc. ("Viacom"). I am delivering this opinion in connection
with the Registration Statement (the "Registration Statement") of Viacom filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), with respect to the registration on Form S-8 of 117,581,389
shares (the "Shares") of Viacom's Class B Common Stock, par value $.01 per share
(the "Common Stock") to be offered and sold under the following plans (the
"Plans"):
Stock Option Plans
o Viacom Inc. 2000 Long-Term Management Incentive Plan
o Viacom Inc. 1997 Long-Term Management Incentive Plan
o Viacom Inc. 2000 Stock Option Plan for Outside
Directors
o BET Holdings II Inc. Restated Stock Option Agreement
with Robert L. Johnson
o BET Holdings II Inc. Restated Stock Option Agreement
with Debra L. Lee
In connection with the foregoing, I or members of my legal
staff (my "Staff") have examined the Registration Statement, the Plans, and the
originals, or copies certified to my or my Staff's satisfaction, of such
records, documents, certificates and other instruments as I or my Staff have
deemed necessary or appropriate to enable me to render the opinion expressed
below. As to questions of fact material to the opinion expressed below, I or my
Staff have, when relevant facts were not independently established by me or
them, relied upon certificates of officers of Viacom or other evidence
satisfactory to me or my Staff. In all such examinations, I or my Staff have
assumed the genuineness of all signatures on original and certified documents,
the authenticity of all documents submitted to me or my Staff as original
documents and the conformity to original or certified documents submitted to me
or my Staff as copies.
I am a member of the bar of the State of New York and the
opinion expressed herein is limited to matters controlled by the laws of the
State of New York and the General Corporation Law of the State of Delaware.
Based upon the foregoing, it is my opinion that the Shares
have been duly authorized by Viacom and, when (a) issued and delivered by Viacom
in accordance with the terms of the relevant Plan and (b) paid for in full in
accordance with the terms of the relevant Plan, the Shares will be validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Michael D. Fricklas
------------------------------
Michael D. Fricklas
EXHIBIT 23.1
PRICEWATERHOUSE COOPERS
Pricewaterhouse Coopers LLP
1301 Avenue of the Americas
New York, NY 10019-6013
Telephone (212) 259-1000
Facsimile (212) 259-1301
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Viacom Inc. of our report dated February 10, 2000,
except for the second and third paragraphs of note 2, which are as of March 21,
2000 relating to the financial statements and financial statement schedules,
which appears in Viacom Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1999.
/s/ PricewaterhouseCoopers LLP
- ----------------------------------------
PricewaterhouseCoopers LLP
New York, New York
February 6, 2001
EXHIBIT 23.2
KPMG
345 Park Avenue
New York, NY 10154
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our report dated January 25, 2000, except as to note
20, which is as of March 21, 2000, appearing on page 30 of CBS Corporation's
Form 10-K for the year ended December 31, 1999; and our report dated March 21,
2000, appearing on page 67 of CBS Corporation's Form 10-K for the year ended
December 31, 1999; incorporated by reference in this Registration Statement of
Viacom Inc.
/s/KPMG LLP
- ----------------
KPMG LLP
New York, NY
February 9, 2001
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ William H. Gray, III
----------------------------------
William H. Gray, III
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ George S. Abrams
-----------------------------------
George S. Abrams
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ David R. Andelman
-----------------------------------
David R. Andelman
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ George H. Conrades
-----------------------------------
George H. Conrades
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ Philippe P. Dauman
-----------------------------------
Philippe P. Dauman
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ Jan Leschly
-----------------------------------
Jan Leschly
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ David T. McLaughlin
-----------------------------------
David T. McLaughlin
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ Ken Miller
-----------------------------------
Ken Miller
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ Leslie Moonves
-----------------------------------
Leslie Moonves
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ Brent D. Redstone
---------------------------------
Brent D. Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ Shari Redstone
-----------------------------------
Shari Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ Frederic V. Salerno
----------------------------------
Frederic V. Salerno
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ William Schwartz
-----------------------------------
William Schwartz
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ Ivan Seidenberg
-----------------------------------
Ivan Seidenberg
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ Patty Stonesifer
-----------------------------------
Patty Stonesifer
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D.
Fricklas and Mark C. Morril, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (1) a registration statement or statements on Form S-8, or
such other form as may be recommended by counsel, to be filed with the
Securities and Exchange Commission (the "Commission"), and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form S-8 previously filed
with the Commission, and any and all instruments and documents filed as a part
of or in connection with the said registration statement or amendments thereto,
with respect to the Company's benefit and incentive plans, and (2) any
registration statements, reports and applications relating thereto 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 20th
day of December, 2000.
/s/ Robert Walter
-----------------------------------
Robert Walter