================================================================================
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, 1995 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>
<CAPTION>
Page
----
<S> <C>
(a) Financial Statements
Report of Independent Accountants..................................... F-2
Statement of Net Assets Available for Benefits,
with Fund Information - December 31, 1995 and 1994.................. F-3 - F-4
Statement of Changes in Net Assets Available for
Benefits, with Fund Information -
Years ended December 31, 1995 and 1994.............................. F-5 - F-6
Notes to Financial Statements......................................... F-7 - F-11
Additional Information
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) Exhibit
I - Consent of Independent Accountants
</TABLE>
All other schedules are omitted as not applicable or not required.
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 28, 1996 By: /s/ Marguerite Heilman
------------------------------------
Marguerite Heilman
Member of the
Administrative Committee
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 28, 1996
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 (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 made 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
F-2
<PAGE>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
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 .............. $ 845,644 $ 845,644
Other ......................................... 39 $ 1,706,937 $ 1,759,770 $ 399,768 $ 125,159 3,991,673
----------- ----------- ----------- --------- --------- -----------
845,683 1,706,937 1,759,770 399,768 125,159 4,837,317
Contribution receivable:
Employer ...................................... 14,732 26,308 55,748 9,382 -- 106,170
Employee ...................................... 18,227 26,324 56,852 28,329 -- 129,732
Interest receivable ............................. 16 -- -- 4 620 640
Interfund receivables (payables), net ........... (102,254) 61,403 86,814 (15,088) (30,875) --
Receivable from Paramount Employees' Savings Plan 3,798 30,004 1,266 3,798 -- 38,866
Forfeitures ..................................... (1,711) (17,199) (22,109) (2,849) 43,868 --
Accrued plan expenses ........................... -- -- -- -- (7,000) (7,000)
----------- ----------- ----------- --------- --------- -----------
Net assets available for benefits ............. $ 778,491 $ 1,833,777 $ 1,938,341 $ 423,344 $ 131,772 $ 5,105,725
=========== =========== =========== ========= ========= ===========
</TABLE>
See accompanying notes to the financial statements.
F-3
<PAGE>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE><CAPTION>
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>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
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 ............................... $ 11,107 $ 1,271 $ 1,337 $ 16,057 $ 3,791 $ 33,563
Administrative expenses ....................... (81,607) (81,607)
--------- ----------- ----------- --------- --------- -----------
11,107 1,271 1,337 16,057 (77,816) (48,044)
Net realized gain on disposition of investments . 8,728 492,671 185,978 20,134 -- 707,511
Unrealized appreciation (depreciation) of
investments ................................... 5,374 (65,315) (39,932) 49,771 -- (50,102)
Contributions:
Employer ...................................... 51,027 267,853 356,049 78,109 -- 753,038
Employee ...................................... 55,242 275,810 278,065 84,309 -- 693,426
Rollovers from non-affiliated plans ........... 20,360 100,199 55,382 35,635 -- 211,576
--------- ----------- ----------- --------- --------- -----------
Total additions ............................... 151,838 1,072,489 836,879 284,015 (77,816) 2,267,405
Deductions from net assets attributed to:
Benefits paid to participants ................... 32,566 165,653 109,811 37,011 (12,054) 332,987
Forfeitures ..................................... 2,686 32,794 32,551 8,944 (76,975) --
Interfund transfers, net ........................ (448,861) 159,557 117,268 172,036 -- --
--------- ----------- ----------- --------- --------- -----------
Total deductions .............................. (413,609) 358,004 259,630 217,991 (89,029) 332,987
Net additions ................................... 565,447 714,485 577,249 66,024 11,213 1,934,418
Net assets available for benefits at beginning
of year ......................................... 213,044 1,119,292 1,361,092 357,320 120,559 3,171,307
--------- ----------- ----------- --------- --------- -----------
Net assets available for benefits at end of year .. $ 778,491 $ 1,833,777 $ 1,938,341 $ 423,344 $ 131,772 $ 5,105,725
========= =========== =========== ========= ========= ===========
</TABLE>
See accompanying notes to the financial statements.
F-5
<PAGE>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
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 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 (deductions) ..................... (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>
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. (See Note G)
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 Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
is administered by the Administrative Committee appointed by the Board of
Directors of the Company (as defined below).
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 held by the Plan 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. During May 1995, the CVRs held by the
Plan were sold and the proceeds were invested in Viacom Class B Common Stock.
Investment Programs
The investment programs of the Plan during the years presented are as
follows (See Note G):
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 (the "Code"). A
Participant's contributions can be made with before-tax or after-tax dollars,
subject to an overall maximum of 10% on before-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 Participant's compensation. Participants vest 20% in the
Employer's matching and retirement contributions after the completion of two
full years of service and continue at a rate of 20% for each of the next three
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. Employer matching contributions of $93,717 and $70,112 during the
years ended December 31, 1995 and December 31, 1994, respectively, were
forfeited by terminating employees before those amounts became vested.
F-7
<PAGE>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
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%:
Viacom 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. Investments in the Viacom Inc. Stock Fund qualify as
party-in-interest. 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 and therefore,
is identified as a party in interest.
Income Investment Fund
This fund invests in fixed income securities issued by 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 and therefore,
is identified as a party in interest.
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. Chemical Banking Corporation
is the trustee of this fund.
Such direction may be revised by the Participant quarterly.
The number of Participants in each fund at December 31, 1995 was as follows:
Viacom Inc. Stock Fund........................................... 186
Equity Fund...................................................... 356
Income Investment Fund........................................... 581
Balanced Fund.................................................... 141
The total number of Participants in the Plan at December 31, 1995 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 an 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. Interest
income is recorded on the accrual basis.
F-8
<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 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 Plan, as
amended through February 1, 1995, received a favorable determination letter from
the Internal Revenue Service, dated November 30, 1995, with respect to the
qualified status of the Plan under Section 401(a) of the Code and the tax-exempt
status of the underlying trust under Section 501(a) of the Code.
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, 1995
Proceeds ................. $ 829,418 $2,600,775 $2,409,538 $958,095 $6,797,826
Cost-average ............. 820,690 2,108,104 2,223,560 937,961 6,090,315
---------- ---------- ---------- -------- ----------
Net realized gain .......... $ 8,728 $ 492,671 $ 185,978 $ 20,134 $ 707,511
========== ========== ========== ======== ==========
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
========== ========== ========== ======== ==========
</TABLE>
The fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
December 31,
---------------------
1995 1994
---- ----
Viacom Inc. Class B Common Stock ............. $ 845,644 $ 233,783
Bankers Trust Pyramid Discretionary
Cash Fund ................................. 3,466,707 --
Bankers Trust Pyramid United States
Government Plus Bond Fund ................. -- 1,152,248
Bankers Trust Pyramid Equity
Index Fund ................................ -- 1,004,611
Morgan Guaranty Research Enhanced
Index Fund ................................ 216,245 --
F-9
<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, 1995 and 1994 were as follows:
Net Asset Total
Total Value per Net Asset
Fund Units Unit Value
-------------------- --------- ----------- -----------
December 31, 1995
- -----------------
Viacom Inc. Stock Fund............. 603,466 $1.29 $ 778,491
Equity Fund........................ 1,110,985 1.65 1,833,777
Income Investment Fund............. 1,535,605 1.26 1,938,341
Balanced Fund...................... 327,230 1.29 423,344
Clearing Fund...................... 131,772
-----------
Net assets available for benefits.. $ 5,105,725
===========
December 31, 1994
- -----------------
Viacom Inc. Stock Fund............. 129,503 $1.65 $ 213,044
Equity Fund........................ 929,310 1.20 1,119,292
Income Investment Fund............. 1,190,199 1.14 1,361,092
Balanced Fund...................... 357,688 1.00 357,320
Clearing Fund...................... 120,559
-----------
Net assets available for benefits.. $ 3,171,307
===========
Note E - Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1995 1994
---- ----
<S> <C> <C>
Net assets available for benefits per the financial statements.. $ 5,105,725 $ 3,171,307
Amounts allocated to withdrawing participants................... 200,376 261,224
----------- -----------
Net assets available for benefits per the Form 5500............. $ 4,905,349 $2,910,083
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 1995:
Benefits paid to participants per the financial statements.. $ 332,987
Less: Amounts allocated to withdrawing participants at
December 31, 1994........................................... (261,224)
Add: Amounts allocated to withdrawing participants at
December 31, 1995........................................... 200,376
---------
Benefits paid to participants per the Form 5500............ $ 272,139
=========
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
year end but are not yet paid as of that date.
F-10
<PAGE>
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
Note F - 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 G - Subsequent Events
Effective January 1, 1996, the Plan merged with and into the Viacom Investment
Plan ("VIP"), a defined contribution plan sponsored by Viacom. The following
paragraphs describe the significant effects of the merger with the VIP.
Putnam Fiduciary Trust Company is the trustee and custodian of VIP assets. VIP
participants have the option of investing their contributions or existing
account balances among the following funds within the VIP: (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) the Viacom Common
Stock Fund. Each of the funds, except for the Certus Interest Income Fund, the
Capital Research EuroPacific Growth Fund and the Viacom Common Stock Fund, are
registered investment companies managed by Putnam Management Company, Inc. and
therefore, identified as a party-in-interest. The Certus Interest Income
Fund, which is managed by Certus Financial Corporation, 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 Capital Research EuroPacific Growth
Fund is a registered investment company managed by Capital Research and
Management Company. Investment elections are required to be in multiples of 5%
and can be changed at any time. The VIP 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 VIP nor any VIP fiduciary will be
responsible for any losses which may occur.
The VIP provides for the Company matching contribution amounts 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 as of a specified date (5% of annual compensation if
base pay is greater than $65,000). Participants may contribute up to 15% of
annual compensation on a before-tax, after-tax or combination basis, subject to
compliance with the Code limitations. The Employer retirement contribution of
3 1/2% of each eligible Participant's compensation was eliminated as of January
1, 1996. The Plan's vesting schedule will be 20% per year of service, becoming
fully vested after five years.
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 or $50,000, reduced by the highest outstanding balance of
any VIP loan made to the Participant during the twelve month period ending on
the day before the loan is made.
F-11
<PAGE>
Schedule I
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
(c) Unit/Principal
Amount/Shares/Maturity/ (e) Current
(a) (b) Identity of issue, borrowing lessor or similar party Interest Rates (d) Cost Value
- --- --------------------------------------------------------- ---------------------- -------- -----------
<S> <C> <C> <C>
Viacom Inc. Stock Fund:
* Viacom Inc. Class B Common Stock......................... 17,850 $ 779,375 $ 845,644
* Chemical Bank Pension and Profit Sharing Plan
Short-term Investment Fund............................. 39 39 39
----------- -----------
Total Viacom Inc. Stock Fund......................... 779,414 845,683
----------- -----------
Equity Fund:
* Bankers Trust Pyramid Discretionary Cash Fund............ 1,706,937 1,706,937 1,706,937
----------- -----------
Income Investment Fund:
* Bankers Trust Pyramid Discretionary Cash Fund........... 1,759,770 1,759,770 1,759,770
----------- -----------
Balanced Fund:
* Chemical Bank Pension and Profit
Sharing Plan Short-Term Investment Fund................ 456 456 456
* Morgan Guaranty Liquidity Fund........................ 54 54,000 54,000
* Morgan Guaranty Managed Bond Fund...................... 925 122,389 129,067
* Morgan Guaranty Research Enhanced Index Fund........... 1,115 174,738 216,245
----------- -----------
Total Balanced Fund.................................. 351,583 399,768
----------- -----------
Clearing Fund:
* Chemical Bank Pension and Profit Sharing Plan
Short Term Investment Fund............................... 125,159 125,159 125,159
----------- -----------
TOTAL INVESTMENTS.................................. $ 4,722,863 $ 4,837,317
=========== ===========
</TABLE>
* Identified as a party-in-interest to the Plan.
S-1
<PAGE>
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, 1995
<TABLE>
<CAPTION>
(b) Unit/Principal
(a) Identity of issue, borrowing lessor or Amount/Shares/Maturity/ (c) Cost of (d) Proceeds of
similar party Interest Rates acquisitions Dispositions
------------- --------------------- ------------ ------------
<S> <C> <C> <C>
Viacom Inc. Stock Fund:
State Street Bank and Trust Company Yield Enhanced
Short-term Investment Fund ........................... 86 86 86
Chemical Bank Pension and Profit Sharing
Plan Short-term Investment Fund ...................... 490,245 490,245 490,245
State Street Warrants .................................. 41 41 41
Viacom Inc. Class B Common Stock ....................... 285 12,330 13,893
Equity Fund:
Bankers Trust Pyramid Equity Index Fund ................ 521 621,131 702,344
Bankers Trust Pyramid Discretionary Cash Fund .......... 547,894 547,894 547,894
Income Investment Fund:
Bankers Trust Pyramid United States Government
Plus Bond Fund ....................................... 408,359 737,029 764,646
Bankers Trust Pyramid Discretionary Cash Fund .......... 373,999 373,999 373,999
Balanced Fund:
Chemical Bank Pension & Profit Sharing
Plan Short-term Investment Fund ...................... 386,971 386,971 386,971
Morgan Guaranty Liquidity Fund ........................ 272 272,000 272,000
United States Treasury Bonds
2/15/90, 8.5%, due 2/15/2020 ......................... 25,000 29,586 31,277
United States Treasury Notes
Series 2001, 11/15/91, 7/5%, due 11/15/2001 .......... 28,000 30,319 30,268
Morgan Guaranty Managed Bond Fund ...................... 850 107,008 110,232
Morgan Guaranty Research Enhanced Index Fund ........... 55 8,468 9,639
Clearing Fund:
Chemical Bank Pension and Profit Sharing Plan
Short-Term Investment Fund ........................... 514,788 514,788 514,788
</TABLE>
S-2
<PAGE>
Schedule III
PRENTICE HALL COMPUTER PUBLISHING
DIVISION RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Description of Asset
(Including Interest Rate and Trans- Purchase Selling Cost of
Identify of Party Involved Maturity in case of loan) actions Price Price Asset
-------------------------- ------------------------- ------- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Single Transactions:
- --------------------
Chemical Bank Pension and Profit Sharing Plan
Short-term Investment Fund................. Purchase of participation 1 $ 343,707
Purchase of participation 1 $ 193,116
Sale of participation 1 $ 343,675 $ 343,675
Sale of participation 1 $ 193,116 $ 193,116
Viacom Inc. Common Stock....................... Purchase of 6,957 shares
of common stock 1 $ 343,675
Bankers Trust Pyramid Discretionary Cash Fund.. Purchase of participation 1 $ 1,759,770
Purchase of participation 1 $ 1,706,937
Purchase of participation 1 $ 227,371
Sale of participation 1 $ 227,365 $ 227,365
Bankers Trust Pyramid Equity Index Fund........ Sale of participation 1 $ 1,706,937 $1,283,935
Bankers Trust Pyramid United States Government
Plus Bond Fund............................... Sale of participation 1 $ 1,759,770 $1,594,854
Series Transactions:
- --------------------
Chemical Bank Pension and Profit Sharing Plan
Short-term Investment Fund................... Purchase of participation 94 $ 1,515,533
Sale of participation 50 $ 1,457,316 $1,457,316
Bankers Trust Pyramid Discretionary Cash Fund.. Purchase of participation 50 $ 4,388,590
Sale of participation 32 $ 921,893 $ 921,893
Bankers Trust Pyramid United States Goverment
Plus Bond Fund............................... Purchase of participation 20 $ 737,029
Sale of participation 11 $ 2,035,320 $1,849,343
Bankers Trust Pyramid Equity Index Fund........ Purchase of participation 22 $ 621,131
Sale of participation 11 $ 2,052,881 $1,560,210
J. P. Morgan Management Enhanced Index Fund.... Purchase of participation 30 $ 194,919
Sale of participation 5 $ 125,657 $ 110,388
Viacom Inc. Class B Common Stock............... Purchase of participation 16 $ 609,333
Sale of participation 3 $ 13,893 $ 12,330
Morgan Guaranty Liquidity Fund................. Purchase of participation 14 $ 323,000
Sale of participation 9 $ 272,000 $ 272,000
<CAPTION>
Description of Asset Current Value
(Including Interest Rate and of Asset on Net Gain
Identify of Party Involved Maturity in case of loan) Transaction Date or (Loss)
-------------------------- ------------------------- ---------------- ---------
<S> <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 $ 343,675
Sale of participation $ 193,116
Viacom Inc. Common Stock....................... Purchase of 6,957 shares
of common stock
Bankers Trust Pyramid Discretionary Cash Fund.. Purchase of participation
Purchase of participation
Purchase of participation
Sale of participation $ 227,365
Bankers Trust Pyramid Equity Index Fund........ Sale of participation $ 1,706,937 $ 423,002
Bankers Trust Pyramid United States Government
Plus Bond Fund............................... Sale of participation $ 1,759,770 $ 164,916
Series Transactions:
- --------------------
Chemical Bank Pension and Profit Sharing Plan
Short-term Investment Fund................... Purchase of participation
Sale of participation $ 1,457,316
Bankers Trust Pyramid Discretionary Cash Fund.. Purchase of participation
Sale of participation $ 921,893
Bankers Trust Pyramid United States Goverment
Plus Bond Fund............................... Purchase of participation
Sale of participation $ 2,035,320 $ 185,977
Bankers Trust Pyramid Equity Index Fund........ Purchase of participation
Sale of participation $ 2,052,881 $ 492,671
J. P. Morgan Management Enhanced Index Fund.... Purchase of participation
Sale of participation $ 125,657 $ 15,269
Viacom Inc. Class B Common Stock............... Purchase of participation
Sale of participation $ 13,893 $ 1,563
Morgan Guaranty Liquidity Fund................. Purchase of participation
Sale of participation $ 272,000
</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 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 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, 1996
