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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549-10042

                             -----------------------

                                    FORM 11-K


  (Mark One)
/X/ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
    1934

    For the year ended December 31, 1995         Commission file number  1-9553

                                       OR

/ / Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
    of 1934


                       THE SAVINGS AND INVESTMENT PLAN FOR
                       EMPLOYEES OF PVI TRANSMISSION INC.
          ------------------------------------------------------------
                            (Full title of the plan)


                                   VIACOM INC.
          ------------------------------------------------------------
          (Name of issuer of the securities held pursuant to the plan)


                                  1515 Broadway
                            New York, New York 10036
          ------------------------------------------------------------
                    (Address of principal executive offices)


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                       THE SAVINGS AND INVESTMENT PLAN FOR
                       EMPLOYEES OF PVI TRANSMISSION INC.

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 1995

                                      INDEX
                                      -----

                                                                        Pages
                                                                        -----
(a) Financial Statements
      Report of Independent Accountants...............................     1

      Statement of net assets available for benefits, with fund
         information at December 31, 1995.............................     2

      Statement of net assets available for benefits, with fund
         information at December 31, 1994.............................     3

      Statement of changes in net assets available for benefits, with
         fund information for the year ended December 31, 1995........     4

      Statement of changes in net assets available for benefits, with
         fund information for the year ended December 31, 1994........     5

      Notes to financial statements...................................  6 - 13

                                                                       Schedules
                                                                       ---------
    Additional information:
      Item 27a - Schedule of assets held for investment purposes at
         December 31, 1995............................................     I
      Item 27d - Schedule of reportable transactions..................    II

    All other schedules are omitted as not applicable or not required.

(b) Exhibit I - Consent of Independent Accountants

                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
persons who administer the Plan have duly caused this annual report to be signed
on its behalf by the undersigned, hereunto duly authorized.

                                 THE SAVINGS AND INVESTMENT PLAN FOR 
                                 EMPLOYEES OF PVI TRANSMISSION INC.


Date: June 28, 1996             By:          Marguerite Heilman
                                     ----------------------------------
                                             Marguerite Heilman
                                     Member of the Retirement Committee


                        Report of Independent Accountants

June 28, 1996

To the Participants and
Administrator of the
Savings and Investment Plan
for Employees of PVI Transmission Inc.

In our opinion, the financial statements in the accompanying index present 
fairly, in all material respects, the net assets available for benefits of the
Savings and Investment Plan for Employees of PVI Transmission Inc., (the "Plan")
at December 31, 1995 and 1994, and the changes in net assets available
for benefits for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

Our audits were performed for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The additional information listed in the
accompanying index is presented for purpose of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The Fund Information in the statement of net assets available
for benefits and the statement of changes in net assets available for benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for
benefits for each fund. The supplemental schedules and the Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.



PRICE WATERHOUSE LLP
New York, New York

                       THE SAVINGS AND INVESTMENT PLAN FOR

                       EMPLOYEES OF PVI TRANSMISSION INC.

      STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION

                                DECEMBER 31, 1995



Fund Information ---------------------------------------------------------------------------------------------- Putnam Putnam Putnam Viacom Inc. Putnam Putnam Fund for U.S. Gov't Certus Money Common Voyager Vista Growth Income Interest Market Stock Loan Fund Fund and Income Trust Income Fund Fund Fund Fund ---- ---- ---------- ----- ----------- ---- ---- ---- Assets: - ------ Investments: Registered investment companies.. $ 2,320,783 $ 1,190,172 $ 1,182,107 $ 255,767 $ 94,556 Plan's interest in Master Trust.. $ 291,577 Viacom Inc. Class B Common Stock. $ 127,641 Loans to participants............ $124,320 ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------- Total investments....... 2,320,783 1,190,172 1,182,107 255,767 291,577 94,556 127,641 124,320 ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------- Receivables: Interest income.................. 680 Contributions receivable: Employer....................... 36,454 17,316 19,138 4,557 6,379 1,823 5,468 Employees...................... 1,990 1,276 1,276 204 357 ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------- Net assets available for benefits.. $ 2,359,227 $ 1,208,764 $ 1,202,521 $ 260,324 $ 298,160 $ 96,379 $ 133,466 $125,000 =========== =========== =========== =========== =========== =========== =========== ========
Total ----- Assets: - ------ Investments: Registered investment companies.. $ 5,043,385 Plan's interest in Master Trust.. 291,577 Viacom Inc. Class B Common Stock. 127,641 Loans to participants............ 124,320 ----------- Total investments....... 5,586,923 ----------- Receivables: Interest income.................. 680 Contributions receivable: Employer....................... 91,135 Employees...................... 5,103 ----------- Net assets available for benefits.. $ 5,683,841 =========== See accompanying notes to the financial statements. -2- THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1994
Fund Information -------------------------------------------------------------------------------------------- Putnam Putnam Putnam Putnam Putnam Fund U.S. Gov't Certus Money Voyager Vista for Growth Income Interest Market Loan Fund Fund and Income Trust Income Fund Fund Fund ---- ---- ---------- ----- ----------- ---- ---- Assets: - ------ Investments: Registered investment companies $ 980,103 $479,515 $504,527 $138,507 $55,301 Plan's interest in Master Trust $166,987 Loans to participants ......... $ 26,671 ---------- -------- -------- -------- -------- ------- -------- Total investments .... 980,103 479,515 504,527 138,507 166,987 55,301 26,671 ---------- -------- -------- -------- -------- ------- -------- Contributions receivable: Employer .................... 67,686 39,721 40,299 9,023 11,898 3,402 Employees ................... 2,140 2,253 1,531 326 232 97 ---------- -------- -------- -------- -------- ------- -------- Net assets available for benefits $1,049,929 $521,489 $546,357 $147,856 $179,117 $58,800 $ 26,671 ========== ======== ======== ======== ======== ======= ========
Total ----- Assets: - ------ Investments: Registered investment companies $2,157,953 Plan's interest in Master Trust 166,987 Loans to participants ......... 26,671 ---------- Total investments .... 2,351,611 ---------- Contributions receivable: Employer .................... 172,029 Employees ................... 6,579 ---------- Net assets available for benefits $2,530,219 ========== See accompanying notes to the financial statements. -3- THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1995
Fund Information ------------------------------------------------------------------------------------------ Putnam Fund Putnam Certus Putnam Viacom Inc. Putnam Putnam for U.S. Gov't Interest Money Common Voyager Vista Growth and Income Income Market Stock Loan Fund Fund Income Trust Fund Fund Fund Fund ---- ---- ------ ----- ---- ---- ---- ---- Additions (deductions) to net assets attributed to: Contributions: Employer ............................ $ 896,838 $ 464,081 $ 474,372 $ 109,959 $ 133,559 $ 42,258 $ 52,503 Employees ........................... 31,610 15,513 12,237 1,991 3,113 732 2,592 Rollover ............................ 14,777 1,884 13,094 565 6,717 1,625 Investment income ..................... 119,652 99,284 70,995 14,086 4,100 417 $ 6,193 Plan's interest in Master Trust investment income ................... 15,419 Net appreciation (depreciation) in fair value of investments ................ 439,879 183,391 189,965 15,398 (1,027) Interfund transfers and loan activity, net ....................... (64,719) (17,251) (43,772) (10,615) (26,855) (10,607) 79,317 94,502 ----------- ----------- ----------- --------- --------- -------- --------- -------- Total additions ..................... 1,438,037 746,902 716,891 131,384 131,953 38,108 133,802 100,695 ----------- ----------- ----------- --------- --------- -------- --------- -------- Deductions to net assets attributed to: Participants benefits paid ............ 128,414 59,499 60,578 18,875 12,876 513 315 2,366 Plan expenses ......................... 325 128 149 41 34 16 21 ----------- ----------- ----------- --------- --------- -------- --------- -------- Total deductions .................... 128,739 59,627 60,727 18,916 12,910 529 336 2,366 ----------- ----------- ----------- --------- --------- -------- --------- -------- Net additions ....................... 1,309,298 687,275 656,164 112,468 119,043 37,579 133,466 98,329 Net assets available for benefits, beginning of year ..................... 1,049,929 521,489 546,357 147,856 179,117 58,800 -- 26,671 ----------- ----------- ----------- --------- --------- -------- --------- -------- Net assets available for benefits, end of year ............................... $ 2,359,227 $ 1,208,764 $ 1,202,521 $ 260,324 $ 298,160 $ 96,379 $ 133,466 $125,000 =========== =========== =========== ========= ========= ======== ========= ========
Total ----- Additions (deductions) to net assets attributed to: Contributions: Employer ............................ $2,173,570 Employees ........................... 67,788 Rollover ............................ 38,662 Investment income ..................... 314,727 Plan's interest in Master Trust investment income ................... 15,419 Net appreciation (depreciation) in fair value of investments ................ 827,606 Interfund transfers and loan activity, net ....................... -- ---------- Total additions ..................... 3,437,772 ---------- Deductions to net assets attributed to: Participants benefits paid ............ 283,436 Plan expenses ......................... 714 ---------- Total deductions .................... 284,150 ---------- Net additions ....................... 3,153,622 Net assets available for benefits, beginning of year ..................... 2,530,219 ---------- Net assets available for benefits, end of year ............................... $5,683,841 ========== See accompanying notes to the financial statements. -4- THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1994
Fund Information ------------------------------------------------------------------------------- Putnam Certus Putnam Putnam Putnam Fund for Putnam Interest Money Voyager Vista Growth and U.S. Gov't Income Market Loan Fund Fund Income Income Trust Fund Fund Fund Total ----------- --------- --------- --------- --------- ------- -------- ----------- Additions (deductions) to net assets attributed to: Contributions: Employer ....................... $ 962,468 $ 520,488 $ 531,512 $ 138,277 $ 163,080 $47,198 $ 2,363,023 Employees ...................... 38,885 23,793 19,441 8,642 6,084 2,950 99,795 Rollover ....................... 48,049 4,736 13,054 3,835 7,369 2,656 79,699 Investment income ................ 38,156 3,378 23,675 4,674 1,005 $ 437 71,325 Plan's interest in Master Trust investment income .............. 5,441 5,441 Net depreciation in fair value of investments ........... (147) (9,427) (22,405) (4,264) (36,243) Interfund transfers and loan activity, net .................. (14,487) (10,072) (2,838) (2,451) (1,713) 5,327 26,234 -- ----------- --------- --------- --------- --------- ------- -------- ----------- Total additions ................ 1,072,924 532,896 562,439 148,713 180,261 59,136 26,671 2,583,040 ----------- --------- --------- --------- --------- ------- -------- ----------- Deductions to net assets attributed to: Participants benefits paid ....... 22,907 11,374 16,062 853 1,123 335 52,654 Plan expenses .................... 88 33 20 4 21 1 167 ----------- --------- --------- --------- --------- ------- -------- ----------- Total deductions ............... 22,995 11,407 16,082 857 1,144 336 52,821 ----------- --------- --------- --------- --------- ------- -------- ----------- Net additions .................. 1,049,929 521,489 546,357 147,856 179,117 58,800 26,671 2,530,219 Net assets available for benefits, beginning of year ................ -- -- -- -- -- -- -- -- ----------- --------- --------- --------- --------- ------- -------- ----------- Net assets available for benefits, end of year ...................... $ 1,049,929 $ 521,489 $ 546,357 $ 147,856 $ 179,117 $58,800 $ 26,671 $ 2,530,219 =========== ========= ========= ========= ========= ======= ======== ===========
See accompanying notes to the financial statements. -5- THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - PLAN DESCRIPTION: - ------------------------- General: - ------- The following is a brief description of The Savings and Investment Plan for Employees of PVI Transmission Inc. (the "Plan") and is provided for general information only. Participants should refer to the Plan document for more complete information regarding the Plan. The Plan is a defined contribution plan. The Plan was established on January 1, 1994 and was offered on a voluntary basis to substantially all employees of PVI Transmission Inc. and its subsidiaries ("PVI"). PVI is a subsidiary of National Amusements, Inc. ("NAI"). NAI owned approximately 25% of Viacom Inc. Class A and B Common Stock on a combined basis as of December 31, 1995. Prior to January 1, 1994, participants in the Plan were previously employed by an affiliated company of Viacom Inc. (the "Affiliated Company") and therefore, were eligible to participate in the Affiliated Company's defined contribution plan (the "Affiliated Plan"). Previously existing account balances in the Affiliated Plan remain subject to the Affiliated Plan provisions. Eligible employees may become participants in the Plan following completion of twelve months of employment service for PVI or the Affiliated Company (collectively, the "Company"), generally measured from date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is administered by a committee appointed by the Board of Directors of PVI. Although PVI anticipates that the Plan will continue indefinitely, it reserves the right by action of its Board of Directors to amend or terminate the Plan provided that such action does not retroactively reduce earned participant benefits. Investment and Participant Accounts (See note 7): - ------------------------------------------------ Putnam Fiduciary Trust Company (the "Trustee") is the trustee and custodian of Plan assets. Plan participants have the option of investing their contributions, employer matching contributions or existing account balances among the following funds: (1) Putnam Voyager Fund; (2) Putnam Vista Fund; (3) The Putnam Fund for Growth and Income; (4) Putnam U. S. Government Income Trust; (5) Certus Interest Income Fund; (6) Putnam Money Market Fund; and effective May 1, 1995 (7) Viacom Inc. Common Stock Fund. Each of the funds, except for the Certus Interest Income Fund and the Viacom Inc. Common Stock Fund, are managed by Putnam Management Company, Inc. and, therefore, are identified as parties-in-interest. The Certus Interest Income Fund, is managed by the Certus Financial Corporation ("Certus") and primarily invests in guaranteed investment contracts and bank investment contracts, some of which are created by way of the concurrent purchase of a bank guarantee contract and a United States government security (the "pass through" contract). The Viacom Inc. Common Stock Fund invests in shares of Viacom Inc. Class B Common Stock and therefore is identified as a party-in-interest. Investment elections are required to be in multiples of -6- THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. NOTES TO FINANCIAL STATEMENTS (continued) 5% and can be changed at any time. The Plan is intended to meet the requirements of ERISA Section 404 (c). Thus, to the extent participants exercise control over the investment of contributions, neither the Plan nor any Plan fiduciary will be responsible for any losses which may occur. Effective January 1, 1994, PVI and the Affiliated Company entered into a master trust agreement ("Master Trust") with the Trustee for the purpose of permitting the commingling of investments of the Plan, the Affiliated Plan and, effective October 1, 1995, a collective bargaining plan, which are managed by Certus. However, the Trustee records the activity of each plan separately in order to distinguish the specific assets available to each plan. Net investment assets and net investment earnings on the investments of the Master Trust are allocated daily to the plans participating in the Master Trust. Such allocation is based on the ratio of net investment assets of each of the participating plans to total net investment at the time the Master Trust was formed, adjusted for any contributions or disbursements attributable to specific participating plans. Note 6 sets forth the Plan's proportionate interest in the Master Trust, and certain financial information of the Master Trust. The number of participants in each fund as of December 31, 1995 was as follows: Putnam Voyager Fund............................... 354 Putnam Vista Fund................................. 266 The Putnam Fund for Growth and Income............. 288 Putnam U. S. Government Income Trust.............. 136 Certus Interest Income Fund....................... 123 Putnam Money Market Fund.......................... 79 Viacom Inc. Common Stock Fund..................... 35 The total number of participants in the Plan was less than the sum of the number of participants shown above because many of the Participants invest in more than one fund. Loans to Participants: - --------------------- The Loan Fund is a separate fund established solely for the purpose of administering loans to participants. Participants are eligible to receive loans based on their account balances. The maximum loan available to a participant is the lesser of 50% of participants vested account balance in the Plan and the Affiliated Plan or $50,000, reduced by the highest outstanding balance of any Plan loan made to the participant during the twelve month period ending on the day before the loan is made. The minimum loan available to a participant is $500. The interest rate on a loan is established on the first day of each calendar quarter at a rate of 1% above the prime commercial rate. Participants may elect repayment periods from twelve to sixty months through payroll deductions commencing with the first payroll date immediately following the distribution of the loan. The Plan was amended effective July 1, 1994, allowing participants to elect a repayment term of up to 300 months for loans used for the acquisition of a principle residence. Transfers of participant balances for loan disbursements and repayments of loan principal and interest to the Loan Fund are specifically identified in the respective participants' accounts within each fund. -7- THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. NOTES TO FINANCIAL STATEMENTS (continued) Contributions: - ------------- The Plan permits participants to contribute up to 15% of annual compensation on a before-tax, after-tax or combination basis, subject to the Internal Revenue Code ("IRC") limitations set forth below. PVI's matching contribution is equal to 40% (for participants with less than five years of service with the Company) or 50% (for participants with five or more years of service with the Company) of the first 5% of annual compensation that is contributed on a before-tax basis. As reflected in the financial statements, employer contributions consist of participants' before-tax contributions and the employer's matching contributions, and employee contributions consist of participants' after-tax contributions. The IRC limits the amount of annual contributions that can be made on a before-tax basis; the limit was $9,240 for 1995 and 1994. Compensation recognized under the Plan may not exceed $150,000 for 1995 and 1994. The IRC also contains an annual limit on aggregate participant and employer contributions to defined contribution plans equal to the lesser of $30,000 or 25% of compensation. All contributions made to the Plan on an annual basis may be further limited due to certain non-discrimination tests prescribed by the IRC. Vesting: - ------- Participants in the Plan are immediately vested in their own contributions. They are vested in the employer matching contributions upon completion of the earlier of one year of Plan participation or five years of employment service with the Company generally measured from date of hire. If participants terminate employment prior to being vested in their employer matching contributions and receive a distribution of the vested portion of their account, the non-vested portion of their account is forfeited and used to reduce future contributions and administrative expenses. Employer matching contributions of $4,111 and $2,235 during the year ended December 31, 1995 and December 31, 1994, respectively, were forfeited by terminating employees before those amounts became vested. Distributions and Withdrawals: - ----------------------------- Earnings on both employee and employer contributions are not subject to income tax until they are distributed or withdrawn from the Plan. Participants in the Plan may receive their account balances, in a lump sum or in installments over a period of up to 20 years, in the event of retirement, termination of employment, disability, or death. Participants must receive a required minimum distribution upon attainment of age 70 1/2 even if they are still employed. Participants who have been in the Plan or Affiliated Plan at least five years may elect to withdraw up to 100% of their employer matching contribution account and earnings thereon, while those who have participated less than five years are limited to withdrawing vested employer matching contributions -8- THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. NOTES TO FINANCIAL STATEMENTS (continued) made at least two years prior to the withdrawal including earnings thereon. In addition, participants in the Plan may receive part or all of their after-tax and rollover contributions. Upon attainment of age 59 1/2 participants may withdraw all or part of their before-tax contributions and earnings thereon. All of the above withdrawal elections are subject to a provision that a participant can make only one such request during each calendar year. A participant may obtain a hardship withdrawal of employer matching contributions and before-tax contributions provided that the requirements for hardship are met. There is no restriction on the number of hardship withdrawals permitted. At December 31, 1995 and December 31, 1994, there were no amounts allocated to withdrawing participants. Plan Expenses: - ------------- PVI pays for expenses incurred in connection with the administration of the Plan, while the Plan pays for expenses incurred in connection with the investment of Plan assets. Such investment fees are charged directly to or included in the net earnings of the respective funds. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: - --------------------------------------------------- Accounting Method: - ----------------- The accrual method of accounting is used for recordkeeping and financial statement presentation. Investments: - ----------- Short-term money market obligations are carried at cost which approximates fair value due to the short-term maturity of these investments. Viacom Inc. Class B Common Stock is reported at fair value based on the quoted market price of the stock on the American Stock Exchange, Inc. Investments with registered investment companies are reported at fair value based upon the market value of the underlying securities as priced by national security exchanges. Guaranteed investment income contracts and bank investment contracts held by the Master Trust are reported at contract value (cost plus interest at contract rate less distributions to participants). Although the investment components of the bank investment "pass through" contracts are stated at fair market value based on quoted market prices, the addition of the guarantee component results in such contracts being reported at contract value. Participant loans consist of the outstanding principal of loans to Plan participants at December 31, which approximates market value. The loans outstanding as of December 31, 1995 and 1994 carry interest rates ranging from 7% to 10%. Cash and cash equivalents are valued at cost plus accrued interest, which approximates market. -9- THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. NOTES TO FINANCIAL STATEMENTS (continued) Security Transactions: - --------------------- Purchases and sales of securities are recorded on the trade date. The historical average cost basis is used to determine gains or losses on security dispositions. Payment of Benefits: - ------------------- Benefits are recorded when paid. NOTE 3 - INVESTMENTS: - -------------------- Individual investments that represent greater than 5% of net assets available for benefits are identified below: December 31, ----------------------- 1995 1994 ---- ---- Putnam Voyager Fund......................... $2,320,783 $980,103 Putnam Vista Fund........................... 1,190,172 479,515 Putnam Fund for Growth and Income........... 1,182,107 504,527 Putnam U.S. Government Income Trust......... 255,767 138,507 Putnam Money Market Fund.................... 94,556 55,301 Plan's Interest in Master Trust............. 291,577 166,987 Viacom Inc. Class B Common Stock............ 127,641 -- During 1995 and 1994, the Plan's investments (including investments bought, sold and held during the year) appreciated/(depreciated), as follows: Year Ended December 31, ----------------------- 1995 1994 ---- ---- Putnam Voyager Fund......................... $ 439,879 $ (147) Putnam Vista Fund........................... 183,391 (9,427) Putnam Fund for Growth and Income........... 189,965 (22,405) Putnam U.S. Government Income Trust......... 15,398 (4,264) Viacom Inc. Class B Common Stock ........... (1,027) -- ---------- -------- Net appreciation (depreciation)............. $ 827,606 $(36,243) ========== ======== -10- THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. NOTES TO FINANCIAL STATEMENTS (continued) The Plan assigns units to participants within each of the respective funds. Total units, net asset value per unit and total net asset available for benefits in each fund at December 31, 1995 and 1994 were as follows: Net Asset Total Net Asset Total Available for Available for Fund Units Benefits per Unit Benefits ---- ----- ----------------- -------- December 31, 1995: - ----------------- Putnam Voyager Fund.................. 152,182 $15.50 $2,359,227 Putnam Vista Fund.................... 130,788 9.24 1,208,764 Putnam Fund for Growth and Income.... 73,015 16.47 1,202,521 Putnam U. S. Government Income Trust. 19,391 13.42 260,324 Certus Master Trust.................. 298,160 1.00 298,160 Putnam Money Market Trust............ 96,379 1.00 96,379 Viacom Inc. Common Stock Fund........ 2,694 49.54 133,466 Loan Fund............................ 125,000 ---------- $5,683,841 ========== December 31, 1994: - ----------------- Putnam Voyager Fund.................. 85,078 $12.34 $1,049,929 Putnam Vista Fund.................... 66,785 7.81 521,489 Putnam Fund for Growth and Income.... 39,664 13.77 546,357 Putnam U. S. Government Income Trust. 11,362 13.01 147,856 Certus Master Trust.................. 179,117 1.00 179,117 Putnam Money Market Trust............ 58,800 1.00 58,800 Loan Fund............................ 26,671 ---------- $2,530,219 ========== NOTE 4 - INCOME TAX STATUS: - -------------------------- The Plan, as amended through December 1994, was found by the Internal Revenue Service ("IRS") in a letter issued June 16, 1995, to be qualified under Section 401(a) of the IRC and is, therefore, exempt from federal income taxes under the provisions of Section 501(a). PVI believes that Plan amendments subsequent to December 1994, have not adversely affected the qualified status of the Plan. PVI will be going through the Voluntary Compliance Resolution Program established by the IRS to correct errors in Plan operation relating to certain contributions made during 1994. PVI's management believes that the matter will be resolved in a manner satisfactory to the IRS and thereby will preserve the qualified status of the Plan. -11- THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. NOTES TO FINANCIAL STATEMENTS (continued) NOTE 5 - TERMINATION PRIORITIES: - ------------------------------- In the event that the Plan is terminated, subject to conditions set forth in ERISA, the Plan provides that the net assets of the Plan be distributed to participants in proportion to their respective interests in such net assets. NOTE 6 - INVESTMENT IN MASTER TRUST: - ----------------------------------- The value of the Plan's interest in the total investments of the Master Trust at December 31, 1995 and 1994 was 1.1% and .6%, respectively, and the allocated share of investment income was .8% and .6% for the respective years then ended. The following table presents the fair value of investments of the Master Trust: December 31, -------------------- 1995 1994 ---- ---- Guaranteed investment contracts ........ $ 10,069,048 $ 12,689,002 Bank investment "pass through" contracts 13,960,645 11,950,472 Putnam short-term investment fund ...... 3,176,052 1,861,942 Receivable for investments sold ................................. 211,205 -- Accrued plan expenses .................. (8,405) (9,015) Payable for investments purchased....... -- (7,136) ------------ ------------ Net Investments in Master Trust $ 27,408,545 $ 26,485,265 ============ ============ Investment income of the Master Trust is as follows: Year ended December 31, ----------------------- Investment Income: 1995 1994 ---- ---- Guaranteed investment contracts ........ $ 877,860 $ 995,929 Bank investment "pass through" contracts 905,644 723,140 Short-term investment funds ............ 98,381 53,976 Investment manager fees ................ (51,526) (38,072) ----------- ----------- Net Investment Income .................. $ 1,830,359 $ 1,734,973 =========== =========== The guaranteed investment contracts and bank investment "pass through" contracts are fully benefit-responsive and are therefore presented in the financial statements at contract value. The Company does not expect any employer initiated events that may cause premature liquidation to a contract at market value. At December 31, 1995, the fair value of such assets in the aggregate was $27,322,047 with an average yield of 6.85%. The return on assets for the year ended December 31, 1995 was 7.18%. The bank investment "pass through" contracts interest rates reset quarterly, with minimum crediting interest rates of zero, based upon the interest rate which, when applied to the current book value, will reproduce the expected cash flows of the underlying asset. -12- THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. NOTES TO FINANCIAL STATEMENTS (continued) NOTE 7 - SUBSEQUENT EVENTS: - -------------------------- Effective January 1, 1996, the Paramount (PDI) Distribution Inc. Employee Savings Plan (a defined contribution plan sponsored by a subsidiary of NAI) merged with and into the Plan. The following paragraphs describe the significant effects of the merger. Plan participants have the option of investing their contributions or existing account balance among the following funds: (1) Putnam Voyager Fund; (2) Putnam Investors Fund; (3) George Putnam Fund of Boston; (4) Capital Research EuroPacific Growth Fund; (5) Putnam Fund for Growth and Income; (6) Putnam Income Fund; (7) Certus Interest Income Fund; and (8) Viacom Inc. Common Stock Fund. The Putnam Investors Fund, George Putnam Fund of Boston and Putnam Income Fund are registered investment companies managed by Putnam Management Company, Inc. and, therefore, are identified as parties-in-interest. The Capital Research EuroPacific Growth Fund is a registered investment company managed by Capital Research and Management Company. The Plan was amended regarding PVI's matching contributions. Such contributions will be equal to 50% of the first 6% of annual compensation that is contributed on a before-tax basis if base pay is $65,000 or less at a specified date (5% of annual compensation if base pay is greater than $65,000). For employees hired after January 1, 1996, PVI's matching contribution will vest at 20% per year of service, becoming fully vested after five years of service. -13- SCHEDULE I THE SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES YEAR ENDED DECEMBER 31, 1995
(c) Units/Principal/ (b) Identity of issue, borrowing lessor or similar party Maturity Value and (d) Cost of (e) Current ---------------------------------------------------- Interest Rates acquisitions Value -------------- ------------ ----- REGISTERED INVESTMENT COMPANIES: * Putnam Voyager Fund....................................... 152,182 units 1,909,871 2,320,783 * Putnam Vista Fund......................................... 130,788 units 1,027,952 1,190,172 * Putnam Fund for Growth and Income......................... 73,015 units 1,026,060 1,182,107 * Putnam U.S. Government Income Trust...................... 19,391 units 244,867 255,767 * Putnam Money Market Fund.................................. 94,556 units 94,556 94,556 * Viacom Inc. Class B Common Stock............................. 2,694 shares 128,764 127,641 Plan's Interest in Master Trust.............................. $ 291,577 $ 291,577 $ 291,577 Loans to participants........................................ Various maturities and 124,320 124,320 interest rates ---------- ---------- Total investments............... $4,847,967 $5,586,923 ========== ==========
* Identified as a party-in-interest to the Plan. S-1 SCHEDULE II SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF PVI TRANSMISSION INC. ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1995
Current Value of Asset on Purchase Selling Cost of Transaction Net Gain Identity of Party Involved Description of Asset Price Price Asset Date (Loss) -------------------------- --------------------- ----- ----- ----- ---- ------ Single Transactions: - ------------------- None Series Transactions: - ------------------- Putnam Voyager Fund 85,662 units $1,029,891 18,370 units $248,669 214,250 $248,669 $34,419 Putnam Vista Fund 75,532 units $526,643 Putnam Fund for Growth and Income 41,525 units $537,352
S-2

                                                                       Exhibit I


                       Consent of Independent Accountants


We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-8 (Nos. 33-60943,
33-41934, 33-56088, 33-59049, 33-59141, 33-55173 and 33-55709) of Viacom Inc. 
of our report dated June 28, 1996, relating to the financial statements and 
schedules of The Savings and Investment Plan for Employees of PVI Transmission 
Inc. appearing on page 1 of this Form 11-K.



PRICE WATERHOUSE LLP

New York, New York
June 28, 1996