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): March 16, 2005
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) Number)
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1515 Broadway, New York, NY 10036
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 258-6000
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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))
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Section 7--Regulation FD
Item 7.01 Regulation FD Disclosure.
On March 16, 2005, Viacom Inc. (the "Company") issued a press
release announcing that it is exploring the division of its business into
separate publicly-traded companies. A copy of the press release is furnished
herewith as Exhibit 99 and is incorporated by reference herein in its entirety.
Section 9--Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
-------------- ----------------------
99 Press release of the Company dated March 16, 2005.
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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
---------------------------------------------
Name: Michael D. Fricklas
Title: Executive Vice President, General
Counsel and Secretary
Date: March 17, 2005
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Exhibit Index
Exhibit Number Description of Exhibit
-------------- ----------------------
99 Press release of the Company dated March 16, 2005.
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Exhibit 99
Viacom Is Exploring The Division Of Its Business Into Separate
Publicly-Traded Companies
NEW YORK, N.Y., March 16, 2005 -- Sumner M. Redstone, Chairman and Chief
Executive Officer of Viacom Inc., (NYSE: VIA and VIAB) announced today that he
has been exploring with the Company's Board of Directors the possible division
of its businesses into separate publicly-traded companies. Mr. Redstone said
that Viacom's Board authorized the Company to explore the separation as a means
to achieve important corporate objectives and to better deliver value to
shareholders in a tax-efficient manner. The Company expects to announce further
details regarding the possible separation in the second quarter of 2005.
Mr. Redstone said, "Viacom has an outstanding stable of assets with leadership
positions and excellent future prospects and I have for several months been
considering various alternatives to maximize our business opportunities in a way
that would best serve our shareholders. It is clear that, despite our success in
operating our businesses for maximum return, Viacom's businesses have inherently
different growth characteristics and investment attributes that appeal to
different types of investors. Furthermore, it has also become clear that this
important distinction is likely to continue to limit Viacom's ability to receive
full value for its assets and its prospects in the investment community.
"We believe that a separation of our businesses into distinct and strong
operating entities would allow us to optimize our capital structure and create
unique investments that are more appealing to investors with different
objectives," Mr. Redstone added. "Separately, these new publicly-traded entities
could each pursue strategic paths that would maximize their long-term potential.
The separation could highlight high-growth businesses, such as our MTV Networks,
which would be operated by Tom Freston, and could give us added flexibility to
pursue internal growth and to enhance these operations through the creation of
an attractive high-multiple currency that could be used for accretive
acquisitions. Additionally, we believe the separation is likely to allow us to
deliver greater value to our shareholders through a company operated by Les
Moonves that would combine our leading CBS broadcast television businesses with
our growing outdoor business and our high free cash flow operations, such as
radio. This group of assets would also have the potential to participate in a
program of stock buybacks and increased dividends.
"The transaction would further the logical and orderly succession process that
we put in place and would allow Viacom and its shareholders to take full
advantage of the skills and experience of our deep management. The transaction
should also enable us to retain the best people for each business and would
provide incentives for the creation of shareholder value that are more closely
tied to the businesses they run."
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-
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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.
Cautionary Statement Concerning Forward-looking Statements
This news release contains both historical and forward-looking statements. All
statements, other than statements of historical fact are, or may be deemed to
be, forward-looking statements within the meaning of section 27A of the
Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934.
These forward-looking statements are not based on historical facts, but rather
reflect the Company's current expectations concerning future results and events.
Similarly, statements that describe our objectives, plans or goals are or may be
forward-looking statements. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that are difficult to predict and
which may cause the actual results, performance or achievements of the Company
to be different from any future results, performance and achievements expressed
or implied by these statements. The forward-looking statements included in this
document are made only as of the date of this document, and, under section 27A
of the Securities Act and section 21E of the Exchange Act, we do not have any
obligation to publicly update any forward-looking statements to reflect
subsequent events or circumstances.
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