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): June 14, 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.):
[X] 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 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On June 14, 2005, Viacom Inc. (the "Company") announced that its Board
of Directors approved a spin-off to Company stockholders. In addition, the
Company announced that its Board of Directors has named Shari Redstone to the
newly created position of Non-Executive Vice Chairman of the Company's Board of
Directors and has appointed Frederic V. Salerno to the newly created position of
Lead Independent Director.
A copy of the press release dated June 14, 2005 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. The following Exhibit is furnished as part of this Report
on Form 8-K:
Exhibit Number Description of Exhibit
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99 Press release of the Company, dated June 14, 2005,
announcing that its Board of Directors approved a
spin-off to Company stockholders, named Shari
Redstone to the newly created position of
Non-Executive Vice Chairman of the Company's Board of
Directors and appointed Frederic V. Salerno to the
newly created position of Lead Independent Director.
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
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Name: Michael D. Fricklas
Title: Executive Vice President,
General Counsel and Secretary
Date: June 14, 2005
Exhibit Index
Exhibit Number Description of Exhibit
99 Press release of the Company, dated June 14, 2005, announcing
that its Board of Directors approved a spin-off to Company
stockholders, named Shari Redstone to the newly created
position of Non-Executive Vice Chairman of the Company's Board
of Directors and appointed Frederic V. Salerno to the newly
created position of Lead Independent Director.
Exhibit 99
VIACOM BOARD OF DIRECTORS APPROVES CREATION
OF TWO PUBLICLY TRADED COMPANIES FOLLOWING SPIN-OFF
Tax-Free Spin-Off to Maximize Long-Term Potential of Businesses
and Highlight Value of Leading Entertainment Brands
NEW YORK, June 14, 2005 -- Sumner M. Redstone, Chairman and Chief Executive
Officer of Viacom Inc. (NYSE: VIA and VIA.B), announced today that the Company's
Board of Directors has unanimously approved the creation of two separate
publicly traded companies from the Company's leading entertainment brands
through a spin-off to Viacom stockholders.
The transaction will result in stockholders holding shares in both companies,
and is expected to be tax-free to shareholders. Following the spin-off, which is
expected to be completed in the first quarter of 2006, Sumner Redstone will
serve as Chairman and will be the controlling shareholder of the companies,
which will both be headquartered in New York.
Viacom also announced that the Board of Directors has named Shari Redstone to
the newly created position of Non-Executive Vice Chairman of the Board. Ms.
Redstone, President of National Amusements Inc., has been a member of the Viacom
Board since 1994. Additionally, in line with its ongoing corporate governance
initiatives, the Company announced that Frederic V. Salerno, a member of the
Viacom Board since 1994 and former Vice Chairman and Chief Financial Officer of
Verizon Communications Inc., has been appointed to the newly created position of
Lead Independent Director. The appointment reflects Mr. Salerno's role as Chair
of the Board's Nominating and Governance Committee.
Mr. Redstone said, "Today we celebrate our past successes by stepping forward to
embrace the future. This transaction is the logical extension of the strategic
vision that created Viacom and recognizes the inherent diversity of our assets
as well as the changing business environment. We believe that this transaction
will enable Viacom shareholders to fully benefit from the important gains we
realized in building this Company by fully unlocking our significant untapped
potential and
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creating new opportunities to build on our leadership positions, maximize
earnings growth and fully exploit our considerable strengths."
"I want to commend the Viacom Board of Directors and the Viacom management team
for the careful and thorough strategic analysis that led to this important
decision," Mr. Redstone added. "The decision to create two new companies was the
result of intense study by the Board, which worked closely with the Company's
management and carefully analyzed all strategic options before reaching its
conclusion. The Board believes the transaction will result in two strong,
focused and nimble companies, and will better enable management to directly
impact and maximize the strengths of their respective businesses. Additionally,
the Board believes that the transaction will provide current and potential
stockholders with attractive investment options that are more closely aligned
with their various investment objectives."
Mr. Redstone added that the Board has formed a Special Committee, which he will
chair, that will assist and monitor the process of creating the two companies.
Also serving on the Committee will be Viacom Board members Shari Redstone,
Frederic Salerno and Philippe Dauman. Ms. Redstone will serve as Vice Chairman
of the Committee.
The new company created through the tax-free spin-off will retain the Viacom
Inc. name and will be led by Mr. Freston. The new Viacom will be comprised of
MTV Networks (including MTV, VH1, Nickelodeon, Nick at Nite, Comedy Central,
CMT: Country Music Television, Spike TV, TV Land and many other networks around
the world), BET, Paramount Pictures, Paramount Home Entertainment and Famous
Music. The other company, to be called CBS Corporation, will be led by Mr.
Moonves and will combine the CBS and UPN broadcast networks, Viacom Television
Stations Group, Infinity Broadcasting, Viacom Outdoor, the CBS, Paramount and
King World television production operations, as well as Showtime, Simon &
Schuster and Paramount Parks. Additional announcements regarding specific
details on the two new companies, including financial structures, management
teams and a more detailed timetable for the process, will be made over the next
several weeks.
"The new Viacom and CBS will have highly complementary business portfolios,
leadership positions in their industries and superior management teams that have
direct incentives to create greater shareholder value. In addition, each company
will have distinct capital structures designed to generate higher returns. Under
the leadership of Tom Freston and Leslie Moonves,
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shareholders of each company will benefit from more focused long-term and
individualized approaches that will amplify the significant strengths of the
respective businesses.
"The new Viacom will focus on organic expansion through the creation of
cutting-edge content, unrivaled brands, specialized and highly desirable
demographics and the continuing expansion of delivery platforms," Mr. Redstone
added. "We anticipate that this company's stock will attract a higher trading
multiple that can in turn be used for targeted acquisitions in promising areas.
With the increased importance of wireless, online and video gaming businesses,
the ability of the new Viacom to be opportunistic will be a distinct and
powerful advantage. Additionally, we believe that the new Viacom's significant
cash flow generation will provide the opportunity for significant share
repurchases."
"The new CBS will be a strong generator of free cash flow with industry-leading
positions across television and radio broadcasting, television production and
out-of-home advertising. With industry leading positions in content creation and
delivery, CBS will be extraordinarily well-positioned to maximize existing
opportunities and execute on new areas designed to create value. Importantly,
this company will also have the financial capability to return significant
capital to stockholders through dividend payments and stock repurchases."
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, Paramount Parks, and
Simon & Schuster. More information about Viacom and its businesses is available
at www.viacom.com.
Information About the Transaction
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In connection with the proposed transaction, Viacom intends to file a
Registration Statement on Form S-4 with the U.S. Securities and Exchange
Commission. Investors and securityholders are urged to read the Registration
Statement and related materials that are filed with the SEC when they become
available, because they will contain important information about the proposed
transaction. Investors and securityholders will be able to obtain copies of
these documents, and
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other documents containing information about Viacom, without charge, at the
SEC's website at www.sec.gov.
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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.
Contacts:
Press: Investors:
Carl D. Folta Martin Shea
Executive Vice President, Executive Vice President,
Corporate Relations Investor Relations
(212) 258-6352 (212) 258-6515
carl.folta@viacom.com marty.shea@viacom.com
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Kristi Gorman James Bombassei
Manager, Corporate Relations Vice President, Investor Relations
(212) 846-6261 (212) 258-6377
kristi.gorman@viacom.com james.bombassei@viacom.com
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