UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2005
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1515 Broadway, New York, NY 10036
(Address of principal executive offices) (Zip Code)
(212) 258-6000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b) On January 31, 2005, Viacom Inc. (the "Company") announced that
Richard J. Bressler, Senior Executive Vice President and Chief Financial
Officer, notified the Company that he would not renew his contract which expires
in March 2006. Mr. Bressler will stay on until a new Chief Financial Officer is
in place.
The Company's press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
-------------- ----------------------
99.1 Press release of the Company dated January 31, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIACOM INC.
(Registrant)
By: /s/ MICHAEL D. FRICKLAS
----------------------------------------
Michael D. Fricklas
Executive Vice President, General Counsel
and Secretary
Date: February 1, 2005
Exhibit Index
Exhibit Number Description of Exhibit
-------------- ----------------------
99.1 Press release of the Company dated January 31, 2005
RICHARD J. BRESSLER, VIACOM'S CHIEF FINANCIAL OFFICER,
TO LEAVE THE COMPANY
NEW YORK, NEW YORK, January 31, 2005--Viacom Inc. (NYSE: VIA and VIA.B)
announced today that Richard J. Bressler, Senior Executive Vice President and
Chief Financial Officer, has notified the company that he will not renew his
contract, which expires in March 2006. Viacom will begin a search for a
successor to Mr. Bressler, who will stay on until a new Chief Financial Officer
is in place.
Mr. Bressler said: "Viacom is a fantastic company and I have enjoyed the
challenge of helping guide the company's financial activities, and managing our
strategy and merger and acquisition teams. I know the company is well-positioned
for success under the leadership of Sumner Redstone, Tom Freston and Leslie
Moonves. When Tom and Les stepped into the Co-President and Co-Chief Operating
Officer roles, it became clear to me that they would need to have their own
senior management team. While I will miss the company and my colleagues, the
timing seemed right to plan for my long-term future, which I believe lies
elsewhere. I am looking forward to finding new challenges following a transition
period that will give Viacom ample time to bring in a new Chief Financial
Officer."
Mr. Redstone, Chairman and Chief Executive Officer of Viacom, said: "Rich is a
talented executive who has been an integral member of our corporate team and has
made many contributions to our company during a period of great change and
success. He has been an active and successful advocate for Viacom in the
financial markets, a valued strategic advisor, and has helped us become one of
the strongest companies in the media business. We support his desire to look
outside of Viacom for a challenging new role and we appreciate that he will help
us in the transition as we identify a successor."
Mr. Bressler joined Viacom in his current role in March 2001 from AOL Time
Warner, where he was Executive Vice President of AOL Time Warner and Chief
Executive Officer of AOL Time Warner Investments. Prior to that, he served as
Chairman and CEO of Time Warner Digital Media, a position he assumed in July
1999. Previously, he was Executive Vice President and Chief Financial Officer of
Time Warner Inc. from March 1995 to June 1999, responsible for the
- more -
management of all corporate strategic and financial activities. Mr. Bressler
joined Time Inc. in 1988 as an assistant controller from the accounting firm of
Ernst & Young, where he was a partner.
Viacom is a leading global media company, with preeminent positions in broadcast
and cable television, radio, outdoor advertising, and online. With programming
that appeals to audiences in every demographic category across virtually all
media, the company is a leader in the creation, promotion, and distribution of
entertainment, news, sports, music, and comedy. Viacom's well-known brands
include CBS, MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures,
Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy Central, CMT:
Country Music Television, King World, Spike TV, Showtime, and Simon & Schuster.
More information about Viacom and its businesses is available at www.viacom.com.
# # #
Contacts:
Media
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Carl D. Folta
212-258-6352
carl.folta@viacom.com
Susan Duffy
212-258-6347
susan.duffy@viacom.com