================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 11-K
(Mark One)
/ X / Annual Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1994 Commission file number 1-9553
OR
/ / Transition Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934
PRENTICE HALL COMPUTER PUBLISHING
DIVISION RETIREMENT PLAN
______________________________
(Full title of the plan)
11711 North College Avenue
Carmel, Indiana 46032
________________________________
(Address 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)
================================================================================
<PAGE>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
INDEX
<TABLE>
<S> <C> <C>
Page
----
(a) Financial Statements
Reports of Independent Accountants/Auditors....................... F-2 - F-3
Statement of Net Assets Available for Benefits,
with Fund Information-December 31, 1994 and 1993............... F-4 - F-5
Statement of Changes In Net Assets Available for
Benefits, with Fund Information-Years Ended
December 31, 1994 and 1993..................................... F-6 - F-7
Notes to Financial Statements..................................... F-8 - F-11
Schedules
I- Item 27a - Schedule of Assets Held for Investment Purposes.... S-1
II- Item 27a - Schedule of Assets Held for Investment Purposes
which were both Acquired and Disposed of within
the Plan Year............................................... S-2
III-Item 27d - Schedule of Reportable Transactions................ S-3
(b) Exhibits
I - Consents of Independent Accountants/Auditors
</TABLE>
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.
PRENTICE HALL COMPUTER PUBLISHING
DIVISION RETIREMENT PLAN
Date: June 29, 1995 By:__________________________________
Rudolph L. Hertlein
Member of the
Administrative Committee
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 28, 1995
To the Participants and Administrator of the Prentice Hall Computer
Publishing Division Retirement Plan
In our opinion, the financial statements in the accompanying index
present fairly, in all material respects, the net assets available for
benefits of the Prentice Hall Computer Publishing Division Retirement
Plan at December 31, 1994, and the changes in net assets available for
benefits for the year 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 audit. We
conducted our audit 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 audit provides a reasonable basis for the opinion expressed
above. The financial statements of the Prentice Hall Computer
Publishing Division Retirement Plan for the year ended December 31, 1993
were audited by other independent accountants whose report dated June
17, 1994 expressed an unqualified opinion on those statements.
Our audit was performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional information
included in the accompanying index is presented for purposes of
additional analysis and is not a required part of the basic financial
statements but is additional information required by the Employee
Retirement Income Security Act of 1974. 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 of
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
F-2
<PAGE>
REPORT OF INDEPENDENT AUDITORS
We have audited the accompanying statement of net assets available for
benefits, with fund information of Prentice Hall Computer Publishing Division
Retirement Plan ("The Plan") as of December 31, 1993, and the related statement
of changes in net assets available for benefits, with fund information for
the year then ended. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards 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.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
at December 31, 1993, and the changes in its net assets available for
benefits for the year then ended, in conformity with generally accepted
accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the statement
of net assets available for benefits, with fund information and the statement
of changes in net assets available for benefits, with fund information is
presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
of each fund. The fund information has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly presented in all material respects in relation to the basic
financial statements taken as a whole.
New York, New York Ernst & Young LLP
June 17, 1994
F-3
<PAGE>
<TABLE><CAPTION>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
Viacom Inc. Income
Stock Equity Investment Balanced Clearing Combined
Fund Fund Fund Fund Fund Funds
---------- --------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments:
Viacom Inc. Class B Common Stock..... $ 233,783 $ 233,783
Viacom Inc. 8% Exchangeable
Subordinated Debentures............ 92,610 92,610
Viacom Inc. Contingent Value Rights.. 17,658 17,658
Other................................ 212,473 $1,004,404 $1,152,464 $219,434 $ 1,631 2,590,406
------- ---------- ---------- -------- ---------- ---------
556,524 1,004,404 1,152,464 219,434 1,631 2,934,457
Contribution receivable:
Employer............................... 30,209 74,424 9,591 114,224
Employee............................... 1,606 26,485 61,049 10,700 99,840
Interest receivable....................... 4,496 9 1 4,506
Interfund receivables (payables), net..... (343,461) 73,003 99,331 117,983 53,144 --
Receivable from Paramount Employees'
Savings Plan............................ 24,935 24,935
Forfeitures............................... (6,121) (14,809) (26,176) (397) 47,503 --
Accrued plan expenses..................... (6,655) (6,655)
------- ---------- ---------- -------- ---------- ---------
Net assets available for benefits.... $ 213,044 $ 1,119,292 $1,361,092 $ 357,320 $ 120,559 $ 3,171,307
======= ========== ========== ======== ========== =========
</TABLE>
See accompanying notes to the financial statements.
F-4
<PAGE>
<TABLE><CAPTION>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1993
Viacom Inc. Income
Stock Equity Investment Clearing Combined
Fund Fund Fund Fund Funds
---------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Investments:
Paramount Communications Inc.
Common Stock $ 708,147 $ 708,147
Other 7,984 $ 650,893 $ 742,867 $ 13,266 1,415,010
------------- ----------- ------------ ---------- -------------
716,131 650,893 742,867 13,266 2,123,157
Contributions receivable
Employer 5,463 14,327 16,117 35,907
Employee 4,653 7,381 12,158 24,192
------------- ----------- ------------ ---------- -------------
10,116 21,708 28,275 -- 60,099
Dividends and interest receivable 1,830 31 1,861
Interfund receivables (payables), net (91,241) 49,279 41,962 --
Forfeitures (16,325) (16,368) (15,957) 48,650 --
------------- ----------- ------------ ---------- -------------
Net assets available for benefits $ 620,511 $ 705,512 $ 797,147 $ 61,947 $ 2,185,117
============= =========== ============ ========== =============
</TABLE>
See accompanying notes to the financial statements.
F-5
<PAGE>
<TABLE><CAPTION>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
Viacom Inc. Income
Stock Equity Investment Balanced Clearing Combined
Fund Fund Fund Fund Fund Funds
---------- --------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income:
Interest income $ 19,838 $ 158 $ 499 $ 1,305 $ 339 $ 22,139
Administrative expenses (12,771) (12,771)
------------ --------- ---------- ---------- ----------- ------------
19,838 158 499 1,305 (12,432) 9,368
Net realized gain on disposition of
investments 271,034 19,353 9,321 299,708
Unrealized appreciation (depreciation)
of investments (194,933) (7,825) (5,101) (1,585) (209,444)
Contributions:
Employer 87,469 180,280 272,146 14,457 554,352
Employee 81,589 172,823 209,325 16,188 479,925
Rollovers from non-affiliated plans 10,973 24,443 21,173 56,589
------------ --------- ---------- ---------- ----------- -----------
Total additions 275,970 389,232 507,363 30,365 (12,432) 1,190,498
------------ --------- ---------- ---------- ----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 112,047 39,111 53,150 204,308
Forfeitures 14,537 20,930 35,180 397 (71,044) --
Interfund transfers, net 556,853 (84,589) (144,912) (327,352) --
------------ --------- ---------- ---------- ----------- -----------
Total deductions 683,437 (24,548) (56,582) (326,955) (71,044) 204,308
------------ --------- ---------- ---------- ----------- -----------
Net additions (407,467) 413,780 563,945 357,320 58,612 986,190
Net assets available for benefits at
beginning of year 620,511 705,512 797,147 61,947 2,185,117
------------ --------- ---------- ---------- ----------- -----------
Net assets available for benefits at
end of year $ 213,044 $1,119,292 $1,361,092 $ 357,320 $ 120,559 $ 3,171,307
============ ========== ========== ========== ========== ===========
</TABLE>
See accompanying notes to the financial statements.
F-6
<PAGE>
<TABLE><CAPTION>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1993
Income
Viacom Inc. Equity Investment Clearing Combined
Stock Fund Fund Fund Fund Funds
------------- --------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributable to:
Net investment income:
Dividends on Paramount
Communications Inc.
Common Stock $ 5,762 $ 5,762
Interest income 273 $ 1 $ 2 $ 424 700
Administrative expenses (20,668) (20,668)
--------- ---------- --------- --------- -----------
6,035 1 2 (20,244) (14,206)
Net realized gain on disposition of
investments 170 3,572 2,627 6,369
Unrealized appreciation of investments 258,319 46,150 27,938 332,407
Contributions:
Employer 109,405 170,820 196,882 477,107
Employee 93,197 87,998 148,525 329,720
Rollovers from non-affiliated plans 4,029 23,061 30,497 3,086 60,673
--------- ---------- --------- --------- -----------
Total additions 471,155 331,602 406,471 (17,158) 1,192,070
--------- ---------- --------- --------- -----------
Deductions from net assets attributable
to:
Benefits paid to participants 23,351 38,725 51,403 113,479
Forfeitures 18,874 24,312 24,497 (67,683) --
Interfund transfers 91,236 (49,225) (42,011) --
--------- ---------- --------- --------- -----------
Total deductions 133,461 13,812 33,889 (67,683) 113,479
------- ------ ------ --------- -------
Net additions 337,694 317,790 372,582 50,525 1,078,591
Net assets available for benefits at
beginning of year 282,817 387,722 424,565 11,422 1,106,526
--------- ---------- --------- --------- -----------
Net assets available at end of year $ 620,511 $ 705,512 $ 797,147 $ 61,947 $ 2,185,117
========= ========== ========= ========= ===========
</TABLE>
See accompanying notes to the financial statements.
F-7
<PAGE>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note A - Plan Description
The following is a brief description of the Prentice Hall
Computer Publishing Division Retirement Plan (the "Plan") and is
provided for general information purposes only. Participants should
refer to the Plan document for more complete information regarding the
Plan.
The Plan is a defined contribution plan offered on a voluntary
basis to substantially all employees of the Prentice Hall Computer
Publishing Division of Prentice Hall Inc. Eligible employees may become
participants in the Plan following the attainment of age 21 and the
completion of twelve months of employment service, 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 the Administrative Committee appointed by the
Board of Directors of Prentice Hall Inc.
Prentice Hall Inc. was a wholly-owned subsidiary of Paramount
Communications Inc. ("Paramount") which became a wholly-owned subsidiary
of Viacom Inc. ("Viacom", collectively with Paramount the "Company" or
"Employer") in July 1994 (the "Merger"). In March 1994, pursuant to a
tender offer for Paramount, all shares of Paramount common stock were
tendered to Viacom. The Plan received cash of $107 per share for
approximately half of the tendered shares and received certain
securities of Viacom for its remaining shares of Paramount common stock
upon completion of the Merger in July 1994. Effective January 3, 1995,
Paramount was merged into Viacom International Inc., a wholly-owned
subsidiary of Viacom Inc., and Paramount ceased to exist as a separate
corporate legal entity.
Included in the Viacom securities received by the Plan as part
of the Merger were certain contingent value rights ("CVRs")
representing the right to receive cash or Viacom securities, at
Viacom's option, based on the market value of Viacom Class B common
stock during a one, two or three year period, at Viacom's option,
following the merger. The Plan's fiduciary believes the CVRs are not
"Qualifying Employer Securities" under ERISA and that it is prohibited
under ERISA Sections 406 and 407 for the Plan to acquire and hold the
CVRs. During May 1995, the CVRs held by the Plan were sold and the
proceeds were invested in Viacom Class B Common Stock. Viacom intends to
file a Prohibited Transaction Exemption Request with the Department of Labor
requesting relief from the pertinent ERISA provisions.
Investment Programs
The investment programs of the Plan are as follows:
Participant contributions - A Participant may contribute to
the Plan from 1% to 16% of the Participant's base pay, including certain
commissions, subject to adjustment to comply with the Internal Revenue
Code. A Participant's contributions can be made with pre-tax or post-
tax dollars, subject to an overall maximum of 10% on pre-tax
contributions. A Participant may change or suspend the amount of the
Participant's contribution at any time effective as of the first payday
of any calendar quarter, however, any suspension of contributions must
be for a minimum of ninety days.
Employer contributions - The Employer will provide a matching
contribution of 50% of the first 6% of each Participant's contribution.
In addition, the Employer shall contribute a retirement contribution in
an amount equal to 3 1/2% of each eligible employee's compensation.
Participants vest in the Employer's matching and retirement
contributions after the completion of one full year of service at a rate
of 20% for each of the next four full years of service with an
additional 20% after the completion of five years of service. Amounts
which have been forfeited in accordance with provisions of the Plan may
be used to defray administrative expenses or reduce future Employer
contributions.
Participants may invest their contributions and the Employer's
matching and retirement contributions in one or more of the following
investment programs in increments of 10%.
F-8
<PAGE>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS(continued)
Viacom Inc. Stock Fund (formerly the Paramount Communications Inc. Stock
Fund)
Contributions to this fund are invested in Viacom Class B Common
Stock. In addition, the fund holds all consideration received in
exchange for shares of Paramount Common Stock as a result of the
Merger. Prior to the Merger, the fund invested in Paramount Common
Stock. Dividends received on Paramount Common Stock in the fund were
reinvested in Paramount Common Stock. Chemical Banking Corporation is
the trustee of this fund. The fund is managed by the Administrative
Committee.
Equity Fund
This fund invests in equity securities, securities convertible into
equity securities and/or a commingled equity trust and is designed to
approximate the performance of the Standard & Poor's 500 Stock Index.
Bankers Trust Company is the trustee and investment manager of this
fund.
Income Investment Fund
This fund invests in securities issued by insurance companies,
financial institutions and the U.S. Government and its agencies. This
fund is designed to preserve capital, but it is not risk free. Bankers
Trust Company is the trustee and investment manager of this fund.
Balanced Fund
The fund, of which J. P. Morgan is the investment manager, invests in a
balanced combination of a J. P. Morgan managed bond fund and an equity
index fund. This fund was instituted in 1994.
Such direction may be revised by the Participant quarterly.
The number of Participants in each fund at December 31, 1994 was as follows:
Viacom Inc. Stock Fund......................... 150
Equity Fund.................................... 265
Income Investment Fund......................... 391
Balanced Fund.................................. 60
The total number of Participants in the Plan at December 31, 1994, is
less than the sum of the number of Participants shown above because many of the
Participants participated in more than one fund.
Note B- Summary of Significant Accounting Policies
The accounting records of the Plan are maintained on the accrual basis.
Investments are stated at aggregate current value. Investments in
securities which are traded on national securities exchanges are valued at the
last reported sales price on the last business day of the year; investments
traded in the over-the-counter market and listed securities for which no sale
was reported on that date are valued at the mean between the last reported bid
and ask prices. The Investment Pricing Department of the Trustee establishes
current values for other investments which do not have an established market.
All costs and expenses incurred with regard to the purchase, sale or
transfer of investments are borne by the Plan. Expenses for administering the
Plan may be paid by using Participants' forfeitures.
Security transactions are recorded on the trade date.
Unrealized appreciation (depreciation) of investments represents the change
in the difference between current value and the cost of investments.
F-9
<PAGE>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS(continued)
Net realized gain (loss) on disposition of investments represents the
difference between the proceeds received and the average cost of investments
sold.
Note C - Income Tax Status
The Plan received a favorable determination letter from the Internal Revenue
Service, dated July 23, 1993, with respect to the qualified status of the Plan
under Section 401 of the Internal Revenue Code (the "Code") and the tax-exempt
status of the underlying trust under Section 501 of the Code. Request for an
updated determination letter was filed in March 1995. The Plan is exempt from
federal income tax and a Participant will not be subject to federal income tax
with respect to contributions made by the Employer to the Participant's account
and any earnings thereon or earnings on all Participant contributions while such
amounts are held in trust. The Administrative Committee is not aware of any
course of action or series of events that have occurred that might adversely
affect the Plan's qualified status. The Administrative Committee does not
expect the acquisitions and holding of the CVRs as described in Note A to impact
the qualification of the Plan or Trust.
Note D - Investment in Securities
The net realized gain on disposition of investments was computed as follows:
<TABLE><CAPTION>
Income
Viacom Inc. Equity Investment Balanced Combined
Stock Fund Fund Fund Fund Funds
------------- ------------ ------------ ------------- -----------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1994
Proceeds $ 1,947,447 $ 552,123 $ 785,009 $ -- $ 3,284,579
Cost-average 1,676,413 532,770 775,688 -- 2,984,871
------------ ------------ --------- ------------- -----------
Net realized gain $ 271,034 $ 19,353 $ 9,321 $ -- $ 299,708
============ ============ ========== ============= ===========
Year ended December 31, 1993
Proceeds $ 205,962 $ 38,689 $ 45,211 $ -- $ 289,862
Cost-average 205,792 35,117 42,584 -- 283,493
------------ ------------ --------- ------------- -----------
Net realized gain $ 170 $ 3,572 $ 2,627 $ -- $ 6,369
============ ============ ========== ============= ===========
</TABLE>
The fair value of individual investments that represent 5% or more of
the Plan's net assets are as follows:
<TABLE><CAPTION>
December 31,
------------------------------------
1994 1993
---- ----
<S> <C> <C>
Viacom Inc. Class B Common Stock $233,783
Paramount Communications Inc. Common Stock $708,147
Bankers' Trust Pyramid Equity
Index Fund 1,004,611 650,893
Bankers' Trust Pyramid United States
Government Plus Bond Fund 1,152,248 742,867
</TABLE>
F-10
<PAGE>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
The Plan assigns units to Participants within each of the respective
funds. Total units, net assets value per unit and total net asset value in each
fund at December 31, 1994 and 1993 were as follows:
<TABLE><CAPTION>
Net Asset Total
Total Value per Net Asset
Fund Units Unit Value
----------------------------- --------------- -------------- --------------
<S> <C> <C> <C>
December 31, 1994
Viacom Inc. Stock Fund 129,503.110 $1.64508791 $ 213,044
Equity Fund 929,310.129 1.20443323 1,119,292
Income Investment Fund 1,190,199.439 1.14358313 1,361,092
Balanced Fund 357,688.043 0.99897105 357,320
Clearing Fund 120,559
----------
Net assets available for benefits $3,171,307
==========
December 31, 1993
Viacom Inc. Stock Fund 302,676.020 $2.05008312 $ 620,511
Equity Fund 592,535.300 1.19066662 705,512
Income Investment Fund 699,948.700 1.13886494 797,147
Clearing Fund 61,947
----------
Net assets available for benefits $2,185,117
==========
</TABLE>
Note E - Distributions Payable
As of December 31, 1994 and December 31, 1993, there were $261,224 and
$134,796 of assets that have been allocated to participants who have withdrawn
from the Plan as of year-end, but for which disbursement of those funds from the
Plan has not yet been made.
F-11
<PAGE>
<TABLE><CAPTION>
Schedule I
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
(c) Description of
investment, including
maturity date, rate of
(a) (b) Identity of issue, borrowing lessor or similar interest, collateral (e) Current
party par or maturity value (d) Cost Value
--- --------------------------------------------------- --------------------------- ----------- ------------
<S> <C> <C> <C>
Viacom Inc. Stock Fund:
* Viacom Inc. Class B Common Stock 5,737 $ 181,771 $ 233,783
* Viacom Inc. 8% Exchangeable Subordinated Debentures
due 2006 108,000 71,310 92,610
* Viacom Inc. Contingent Value Rights 5,765 30,075 17,658
* State Street Bank and Trust Company Yield Enhanced
Short-term Investment Fund 137,115 137,115 137,115
* State Street Warrant Balance 11,698 11,698 11,698
* Chemical Bank Pension and Profit Sharing Plan
Short-term Investment Fund 63,660 63,660 63,660
----------- -----------
Total Viacom Inc. Stock Fund 495,629 556,524
----------- -----------
Equity Fund:
* Bankers Trust Pyramid Equity Index Fund 1,002 939,080 1,004,395
* Bankers Trust Pyramid Discretionary Cash Fund 9 9 9
----------- -----------
Total Equity Fund 939,089 1,004,404
----------- -----------
Income Investment Fund:
* Bankers Trust Pyramid United States
Government Plus Bond Fund 678,604 1,112,315 1,152,248
* Bankers Trust Pyramid Equity Index Fund .215 218 216
----------- -----------
Total Investment Income Fund 1,112,533 1,152,464
----------- -----------
Balanced Fund:
* Chemical Bank Pension and Profit
Sharing Plan Short-Term Investment Fund 2,145 2,145 2,145
* J. P. Morgan Liquidity Fund 3 3,000 3,000
* J. P. Morgan Managed Bond Fund 813 95,667 95,099
* J. P. Morgan Management Enhanced Index Fund 856 120,207 119,190
----------- -----------
Total Balanced Fund 221,019 219,434
----------- -----------
Clearing Fund:
* Chemical Banking Corporation Temporary
Investment Fund 1,631 1,631 1,631
----------- -----------
TOTAL INVESTMENTS $ 2,769,901 $ 2,934,457
=========== ===========
</TABLE>
*Identified as a party-in-interest to the Plan.
S-1
<PAGE>
<TABLE><CAPTION>
Schedule II
PRENTICE HALL COMPUTER PUBLISHING
DIVISION RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
WHICH WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN
YEAR ENDED DECEMBER 31, 1994
(b) Description of
investment, including
maturity date, rate
(a) Identity of issue, borrowing lessor or of interest, collateral (c) Cost of (d) Proceeds of
similar party par or maturity value acquisitions Dispositions
------------- --------------------- ------------ ----------------
<S> <C> <C> <C>
Viacom Inc. Stock Fund:
State Street Bank and Trust Company Yield Enhanced
Short-term Investment Fund 391,998 $ 391,998 $ 391,998
Chemical Bank Pension and Profit Sharing
Plan Short-term Investment Fund 1,038,816 1,038,816 1,038,816
Viacom Inc. Three-Year Warrants 3,097 3,909 4,445
Viacom Inc. Five-Year Warrants 1,858 6,746 7,010
Viacom Inc. Class B Common Stock 28 887 887
Equity Fund:
Bankers Trust Pyramid Equity Index Fund 208 188,328 207,681
Bankers Trust Pyramid Discretionary Cash Fund 344,442 344,442 344,442
Income Investment Fund:
Bankers Trust Pyramid United States Government
Plus Bond Fund 126,359 204,181 213,284
Bankers Trust Pyramid Equity Index Fund 21 20,864 21,083
Bankers Trust Pyramid Discretionary Cash Fund 550,642 550,642 550,642
Balanced Fund:
Chemical Bank Pension & Profit Sharing
Plan Short-term Investment Fund 109,000 109,000 109,000
J. P. Morgan Liquidity Fund 106 106,000 106,000
</TABLE>
S-2
<PAGE>
<TABLE><CAPTION>
Schedule III
PRENTICE HALL COMPUTER PUBLISHING
DIVISION RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
Description of Asset
(Including Interest Rate and Trans- Purchase Selling
Identify of Party Involved Maturity in case of loan) actions Price Price
-------------------------- ------------------------- ------- ----- -----
<S> <C> <C> <C> <C>
Single Transactions:
- --------------------
Chemical Bank Pension and Profit Sharing Plan
Short-term Investment Fund.......................... Purchase of participation 1 $504,291
Purchase of participation 1 $380,792
Sale of participation 1 $504,291
Sale of participation 1 $380,543
Paramount Communications Inc. Common Stock............. Sale of 4,713 shares of
common stock 1 $504,291
State Street Bank and Trust Company
Yield Enhanced Short-term Investment Fund........... Purchase of participation 1 $504,291
Sale of participation 1 $380,543
Viacom Inc. Common Stock............................... Purchase of 5,765 shares of
common stock 1 $182,658
Bankers Trust Pyramid Discretionary Cash Fund.......... Purchase of participation 1 $190,524
Sale of participation 1 $190,524
Bankers Trust Pyramid United States Goverment Plus
Bond Fund........................................... Purchase of participation 1 $190,524
Series Transactions:
- --------------------
Chemical Bank Pension and Profit Sharing Plan
Short-term Investment Fund.......................... Purchase of participation 48 $1,289,096
Sale of participation 24 $1,250,688
State Street Bank and Trust Company
Yield Enhanced Short-term Investment Fund........... Purchase of participation 8 $529,113
Sale of participation 2 $391,998
Bankers Trust Pyramid Discretionary Cash Fund.......... Purchase of participation 34 $895,093
Sale of participation 27 $895,084
Bankers Trust Pyramid United States Goverment Plus
Bond Fund........................................... Purchase of participation 16 $618,662
Sale of participation 7 $213,284
Bankers Trust Pyramid Equity Index Fund................ Purchase of participation 22 $570,738
Sale of participation 9 $228,764
J. P. Morgan Management Enhanced Index Fund............ Purchase of participation 5 $120,207
</TABLE>
<TABLE><CAPTION>
Description of Asset Current Value
(Including Interest Rate and Cost of of Asset on Net Gain
Maturity in case of loan) Asset Transaction Date or (Loss)
------------------------- ------- ---------------- --------
<S> <C> <C> <C> <C>
Single Transactions:
- --------------------
Chemical Bank Pension and Profit Sharing Plan
Short-term Investment Fund.......................... Purchase of participation
Purchase of participation
Sale of participation $504,291 $504,291
Sale of participation $380,543 $380,543
Paramount Communications Inc. Common Stock............. Sale of 4,713 shares of
common stock $528,755 $504,291 $(24,464)
State Street Bank and Trust Company
Yield Enhanced Short-term Investment Fund........... Purchase of participation
Sale of participation $380,543 $380,543
Viacom Inc. Common Stock............................... Purchase of 5,765 shares of
common stock
Bankers Trust Pyramid Discretionary Cash Fund.......... Purchase of participation
Sale of participation $190,524 $190,524
Bankers Trust Pyramid United States Goverment Plus
Bond Fund........................................... Purchase of participation
Series Transactions:
- --------------------
Chemical Bank Pension and Profit Sharing Plan
Short-term Investment Fund.......................... Purchase of participation
Sale of participation $1,250,688 $1,250,688
State Street Bank and Trust Company
Yield Enhanced Short-term Investment Fund........... Purchase of participation
Sale of participation $391,998 $391,998
Bankers Trust Pyramid Discretionary Cash Fund.......... Purchase of participation
Sale of participation $895,084 $895,084
Bankers Trust Pyramid United States Goverment Plus
Bond Fund........................................... Purchase of participation
Sale of participation $204,181 $213,284 $9,103
Bankers Trust Pyramid Equity Index Fund................ Purchase of participation
Sale of participation $209,193 $228,764 $19,571
J. P. Morgan Management Enhanced Index Fund............ Purchase of participation
</TABLE>
S-3
Exhibit I
Consent of Independent Accountants
We hereby consent to the incorporation by reference in
the Prospectus constituting part of the Registration
Statement on Form S-3 (Nos. 33-53485 and 33-55785) and
Form S-8 (Nos. 33-41934, 33-56088, 33-59049, 33-59141,
33-55173 and 33-55709) of Viacom Inc. of our report
dated June 28, 1995, relating to the financial
statements and schedules of the Prentice Hall Computer
Publishing Division Retirement Plan appearing on page
F-2 of this Form 11-K.
Price Waterhouse LLP
New York, New York
June 28, 1995
<PAGE>
Exhibit I
Consent of Independent Auditors
We consent to the incorporation by reference in Registration
Statements Form S-3 (Nos. 33-53485 and 33-55785) and Form S-
8 (Nos. 33-41934, 33-56088, 33-59049, 33-59141, 33-55173 and
33-55709) of Viacom Inc. of our report dated June 17, 1994,
with respect to the 1993 financial statements of the
Prentice Hall Computer Publishing Division Retirement Plan
included in this Report (Form 11-K) for the year ended
December 31, 1994.
New York, New York Ernst & Young LLP
June 28, 1995
