================================================================================
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)
================================================================================
<PAGE>
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
<PAGE>
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
<PAGE>
THE SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF PVI TRANSMISSION INC.
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
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
---- ---- ---------- ----- ----------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
=========== =========== =========== =========== =========== =========== =========== ========
</TABLE>
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-
<PAGE>
THE SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF PVI TRANSMISSION INC.
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
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
---- ---- ---------- ----- ----------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
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
========== ======== ======== ======== ======== ======= ========
</TABLE>
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-
<PAGE>
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
<TABLE>
<CAPTION>
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
---- ---- ------ ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
=========== =========== =========== ========= ========= ======== ========= ========
</TABLE>
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-
<PAGE>
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
<TABLE>
<CAPTION>
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
----------- --------- --------- --------- --------- ------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
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
=========== ========= ========= ========= ========= ======= ======== ===========
</TABLE>
See accompanying notes to the financial statements.
-5-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
<TABLE>
<CAPTION>
(c) Units/Principal/
(b) Identity of issue, borrowing lessor or similar party Maturity Value and (d) Cost of (e) Current
---------------------------------------------------- Interest Rates acquisitions Value
-------------- ------------ -----
<S> <C> <C> <C>
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
========== ==========
</TABLE>
* Identified as a party-in-interest to the Plan.
S-1
<PAGE>
SCHEDULE II
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF PVI TRANSMISSION INC.
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Current Value
of Asset on
Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved Description of Asset Price Price Asset Date (Loss)
-------------------------- --------------------- ----- ----- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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
