As filed with the Securities and Exchange Commission on May 5, 2000
Registration No. 333-_____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VIACOM INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-2949533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1515 Broadway, New York, New York 10036
(212) 258-6000
(Address, including zip code, and telephone number, including area
code of Registrant's principal executive offices)
-------------------------
The Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Employees' 401(k) Union Plan
CBS Corporation Deferred Compensation and Stock Plan for Directors
CBS 1991 Long-Term Incentive Plan
CBS 1993 Long-Term Incentive Plan
(Full titles of the Plans)
-------------------------
Michael D. Fricklas, Esq.
Executive Vice President, General Counsel and Secretary
Viacom Inc., 1515 Broadway, New York, New York 10036
(212) 258-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered (1) registered offering price per share (2) aggregate offering price registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock 11,300,000 (3) $54.50 $615,850,000 $162,584
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers an indeterminate
amount of interests to be offered or sold pursuant to the Westinghouse
Savings Program, the CBS Employee Investment Fund, the Infinity
Broadcasting Corporation Employees' 401(k) Plan and the Infinity
Broadcasting Corporation Employees' 401(k) Union Plan (the "CBS Investment
Plans").
(2) Pursuant to Rules 457(c) and 457(h) of the Securities Act, the offering
price and registration fee calculations are based on the average of the
high and low prices of the of the Class B Common Stock, par value $.01 per
share (the "Class B Common Stock") of Viacom Inc. (the "Registrant") on the
New York Stock Exchange consolidated reporting system on May 3, 2000.
(3) Represents an aggregate of 3,700,000 shares of Class B Common Stock under
the CBS 1991 Long-Term Incentive Plan and the CBS 1993 Long-Term Incentive
Plan (the "CBS Option Plans") and 7,600,000 shares of Class B Common Stock
under the CBS Investment Plans.
<PAGE>
EXPLANATORY NOTE
Pursuant to an Agreement and Plan of Merger, dated as of
September 6, 1999, as amended and restated as of October 8, 1999 and as of
November 23, 1999 (the "Merger Agreement"), among the Registrant, CBS
Corporation ("CBS") and Viacom/CBS LLC, among other things, (I) CBS merged with
and into the Registrant with the Registrant continuing as the surviving
corporation, (ii) each share of common stock, par value $1.00 per share, of CBS
("CBS Common Stock"), issued and outstanding immediately prior to the Effective
Time was converted into the right to receive 1.085 shares of Class B Common
Stock, and (iii) at the Effective Time, shares of Class B Common Stock, rather
than shares of CBS Common Stock, became issuable pursuant to the following
plans:
CBS Investment Plans
o The Westinghouse Savings Program
o CBS Employee Investment Fund
o Infinity Broadcasting Corporation Employees' 401(k) Plan
o Infinity Broadcasting Corporation Employees' 401(k) Union
Plan
CBS Option Plans
o CBS Corporation Deferred Compensation and Stock Plan for
Directors
o CBS 1991 Long-Term Incentive Plan
o CBS 1993 Long-Term Incentive Plan
<PAGE>
2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- ----------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act, and the "Note" to Part I of
Form S-8.
<PAGE>
3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are hereby incorporated by
reference into this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as amended by Amendment No. 1 to the Annual Report
on Form 10-K/A dated April 28, 2000;
(b) Current Report on Form 8-K dated May 4, 2000;
(c) The description of the Registrant's Class B Common Stock
contained in the Registrant's joint proxy statement/prospectus included
in the Registrant's Registration Statement on Form S-4 filed with the
Commission on November 24, 1999 (Registration No. 333-88613).
(d) Joint proxy statement/prospectus filed by the Registrant
and CBS on November 24, 1999.
The following documents filed with the Commission by CBS are
hereby incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 as amended by Amendment No. 1 to the Annual Report on
Form 10-K/A dated April 28, 2000;
(b) Annual Report on Form 11-K for the Westinghouse Savings
Program for the fiscal year ended December 31, 1998.
(c) Annual Report on Form 11-K for the CBS Employee Investment
Fund for the fiscal year ended December 31, 1998.
(d) Annual Report on Form 11-K for the Infinity Broadcasting
Corporation Employees' 401(k) Plan for the fiscal year ended December
31, 1998.
(e) Annual Report on Form 11-K for the Infinity Broadcasting
Corporation Employees' 401(k) Union Plan for the fiscal year ended
December 31, 1998.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") , prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part thereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by
<PAGE>
4
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law
("DGCL") allows a corporation to include in its certificate of incorporation a
provision eliminating the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except in cases where the director breached his or her duty of loyalty
to the corporation or its stockholders, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of the law, willfully or
negligently authorized the unlawful payment of a dividend or approved an
unlawful stock redemption or repurchase or obtained an improper personal
benefit. The Registrant's Restated Certificate of Incorporation (the "Viacom
Charter") contains provisions that eliminate directors' personal liability, in
certain circumstances.
Section 1 of Article VI of the Viacom Charter provides that
the Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Registrant) by reason of the fact that he or
she is or was a director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant as a director, officer, employee or
agent (including trustee) of another corporation, partnership, joint venture,
trust or other enterprise, against judgments, fines, amounts paid in settlement
and expenses (including attorneys' fees), actually and reasonably incurred by
him in connection with such action, suit or proceedings if he acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
<PAGE>
5
Section 2 of Article VI of the Viacom Charter provides that
the Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the Registrant to procure a judgment in its favor by reason of
the fact that he or she is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Registrant, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Registrant unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability and in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnify for such
expenses which the court shall deem proper.
Section 4 of Article VI of the Viacom Charter provides that
any indemnification made pursuant to the above provisions (unless ordered by a
court) shall be made by the Registrant only as authorized in the specific case
upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct as set forth above. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceedings, even though less than a quorum, or (2) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(4) by the stockholders of the Registrant entitled to vote thereon.
The Viacom Charter provides that to the extent that a present
or former director, officer, employee or agent of the Registrant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by that person in connection therewith. The
indemnification and advancement of expenses provided by, or granted pursuant to,
the indemnification provisions of the Viacom Charter shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any statute, by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in that person's official capacity and as to action in another capacity while
holding such office. Without limiting the foregoing, the Registrant is
authorized to enter into an agreement with any director, officer, employee or
agent of the Registrant providing indemnification for such person against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement that result from any threatened pending or completed actions, suit or
proceeding, whether civil, criminal, administrative or investigative, including
any action by or in the right of the Registrant, that arises by reason of the
fact that such person is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the full extent allowed by law, except that no
such agreement shall provide for indemnification for any actions that constitute
fraud, actual dishonesty or willful misconduct.
<PAGE>
6
The Registrant may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Registrant would have the power to indemnify him against such
liability under the provisions of Article VI of the Viacom Charter.
Pursuant to Section 7 of Article VI of the Viacom Charter, the
Registrant has purchased certain liability insurance for its officers and
directors as permitted by Section 145(g) of the DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
The Registrant has submitted the CBS Investment Plans to the
Internal Revenue Service (the "IRS") in a timely manner for a determination as
to the qualification of the CBS Investment Plans under Sections 401(k) and
501(a) of the Internal Revenue Code of 1986, as amended, and the Registrant will
cause all changes required by the IRS to be made to maintain the qualification
of the CBS Investment Plans.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration
<PAGE>
7
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York on May 5, 2000.
VIACOM INC.
(Registrant)
By: /s/ Michael D. Fricklas
-------------------------------------------
Name: Michael D. Fricklas
Title: Executive Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities indicated on the 5th day of May, 2000.
Signature Capacity
--------- --------
* Director
- -----------------------------
George S. Abrams
* Director
- -----------------------------
George H. Conrades
* Director
- -----------------------------
Philippe P. Dauman
* Director
- -----------------------------
Thomas E. Dooley
* Director
- -----------------------------
William H. Gray III
* Director, President and Chief
- ----------------------------- Operating Officer
Mel Karmazin
<PAGE>
* Director
- -----------------------------
Jan Leschly
* Director
- -----------------------------
David T. McLaughlin
* Director
- -----------------------------
Leslie Moonves
* Director
- -----------------------------
Ken Miller
* Director
- -----------------------------
Brent D. Redstone
* Director
- -----------------------------
Shari Redstone
* Director, Chairman of the Board, and
- ----------------------------- Chief Executive Officer
Sumner M. Redstone (Principal Executive Officer)
* Executive Vice President and
- ----------------------------- Chief Financial Officer
Fredric G. Reynolds (Principal Financial Officer)
* Director
- -----------------------------
Frederic V. Salerno
* Director
- -----------------------------
William Schwartz
* Director
- -----------------------------
Ivan Seidenberg
* Director
- -----------------------------
Patty Stonesifer
* Director
- -----------------------------
Robert D. Walter
* Vice President, Controller and
- ----------------------------- Chief Accounting Officer
Susan C. Gordon (Principal Accounting Officer)
<PAGE>
*By: /s/ Michael D. Fricklas May 5, 2000
-------------------------------
Michael D. Fricklas
Attorney-in-Fact
Westinghouse Savings Program. Pursuant to the requirements of
the Securities Act, the trustee (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on this 5th day of May, 2000.
WESTINGHOUSE SAVINGS PROGRAM
By: /s/ William A. Roskin
-----------------------------------------
Name: William A. Roskin
Title: Executive Vice President, Human
Resources and Administration,
Viacom Inc.
CBS Employee Investment Fund. Pursuant to the requirements of
the Securities Act, the trustee (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on this 5th day of May, 2000.
CBS EMPLOYEE INVESTMENT FUND
By: /s/ William A. Roskin
------------------------------------------
Name: William A. Roskin
Title: Executive Vice President,
Human Resources and Administration,
Viacom Inc.
<PAGE>
Infinity Broadcasting Corporation Employees' 401(k) Plan.
Pursuant to the requirements of the Securities Act, the trustee (or other
persons who administer the employee benefit plan) have duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 5th day of May, 2000.
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
By: /s/ William A. Roskin
-------------------------------------
Name: William A. Roskin
Title: Executive Vice President, Human
Resources and Administration, Viacom
Inc.
Infinity Broadcasting Corporation Employees' 401(k) Union Plan.
Pursuant to the requirements of the Securities Act, the trustee (or other
persons who administer the employee benefit plan) have duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 5th day of May, 2000.
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) UNION PLAN
By: /s/ William A. Roskin
-------------------------------------
Name: William A. Roskin
Title: Executive Vice President, Human
Resources and Administration, Viacom
Inc.
<PAGE>
Exhibit Index
Exhibit No. Description of Document
4.1 Restated Certificate of Incorporation of Viacom Inc.
(incorporated by reference to Exhibit 3.1 to Amendment No. 3
to the Registrant's Registration Statement on Form S-4 filed
by the Registrant on November 24, 1999 (Registration No.
333-88613)).
4.2 By-laws of Viacom Inc. (incorporated by reference to Exhibit
3.2 to Amendment No. 3 to the Registrant's Registration
Statement on Form S-4 filed by the Registrant on November 24,
1999 (Registration No. 333-88613)).
4.3 Agreement and Plan of Merger, dated as of September 6, 1999,
as amended and restated as of October 8, 1999 and as of
November 23, 1999, among Viacom Inc., CBS Corporation and
Viacom CBS LLC (incorporated by reference to Amendment No. 3
to the Registration Statement on Form S-4 filed by the
Registrant on November 24, 1999 (Registration No. 333-88613)).
4.4 CBS 1993 Long-Term Incentive Plan, amended as of July 28, 1999
(incorporated by reference to Exhibit 4.4 to the Registrant's
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed
by the Registrant on May 5, 2000 (Registration No.
333-88613)).
4.5 CBS 1991 Long-Term Incentive Plan, amended as of July 28, 1999
(incorporated by reference to Exhibit 4.5 to the Registrant's
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed
by the Registrant on May 5, 2000 (Registration No.
333-88613)).
4.6 CBS Corporation Deferred Compensation and Stock Plan for
Directors, amended as of July 28, 1999 (incorporated by
reference to Exhibit 4.7 to the Registrant's Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 filed by the
Registrant on May 5, 2000 (Registration No. 333-88613)).
4.7 The Westinghouse Savings Program (incorporated by reference to
Exhibit 4.15 of the Registrant's Post-Effective Amendment No.
1 on Form S-8 to Form S-4 filed by the Registrant on May 5,
2000 (Registration No. 333-88613)).
4.8 CBS Employee Investment Fund (incorporated by reference to
Exhibit 4.16 of the Registrant's Post-Effective Amendment No.
1 on Form S-8 to Form S-4 filed by the Registrant on May 5,
2000 (Registration No. 333-88613)).
4.9 Infinity Broadcasting Corporation Employee's 401(k) Plan
(incorporated by reference to Exhibit 4.17 of the Registrant's
Post-Effective Amendment No. 1 on Form S-8 to Form S- 4 filed
by the Registrant on May 5, 2000 (Registration No.
333-88613)).
<PAGE>
4.10 Infinity Broadcasting Corporation Employee's 401(k) Union Plan
(incorporated by reference to Exhibit 4. 18 of the
Registrant's Post-Effective Amendment No. 1 on Form S- 8 to
Form S-4 filed by the Registrant on May 5, 2000 (Registration
No. 333-88613)).
5.1* Opinion of Michael D. Fricklas, Executive Vice President,
General Counsel and Secretary of the Registrant, as to the
legality of the securities being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Mitchell & Titus, LLP.
23.4 Consent of Michael D. Fricklas, Executive Vice President,
General Counsel and Secretary of the Registrant (included in
Exhibit 5.1).
24.1* Powers of Attorney.
- ------------------
* Filed herewith.
EXHIBIT 5.1
May 5, 2000
Viacom Inc.
1515 Broadway
New York, NY 10036
Dear Sirs:
I am the Executive Vice President General Counsel and Secretary
of Viacom Inc. ("Viacom"). I am delivering this opinion in connection with the
Registration Statement (the "Registration Statement") of Viacom filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), with respect to the registration on Form S-8 of 11,300,000 shares
(the "Shares") of Viacom's Class B Common Stock, par value $.01 per share (the
"Common Stock") to be offered and sold under the following plans (the "Plans"):
CBS Investment Plans
o The Westinghouse Savings Program
o CBS Employee Investment Fund
o Infinity Broadcasting Corporation Employees' 401(k) Plan
o Infinity Broadcasting Corporation Employees' 401(k) Union
Plan
CBS Option Plans
o CBS Corporation Deferred Compensation and Stock Plan for
Directors
o CBS 1991 Long-Term Incentive Plan
o CBS 1993 Long-Term Incentive Plan
In connection with the foregoing, I or members of my legal
staff (my "Staff") have examined the Registration Statement, the Plans, and the
originals, or copies certified to my or my Staff's satisfaction, of such
records, documents, certificates and other instruments as I or my Staff have
deemed necessary or appropriate to enable me to render the opinion expressed
below. As to questions of fact material to the opinion expressed below, I or my
Staff have, when relevant facts were not independently established by me or
them, relied upon certificates of officers of Viacom or other evidence
satisfactory to me or my Staff. In all such examinations, I or my Staff have
assumed the genuineness of all signatures on original and certified documents,
the authenticity of all documents submitted to me or my Staff as original
documents and the conformity to original or certified documents submitted to me
or my Staff as copies.
I am a member of the bar of the State of New York and the
opinion expressed herein is limited to matters controlled by the laws of the
State of New York and the General Corporation Law of the State of Delaware.
<PAGE>
Based upon the foregoing, it is my opinion that the Shares
have been duly authorized by Viacom and, when (a) issued and delivered by Viacom
in accordance with the terms of the relevant Plan and (b) paid for in full in
accordance with the terms of the relevant Plan, the Shares will be validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Michael D. Fricklas
-------------------------
Michael D. Fricklas
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 2000, except for the
second and third paragraphs of Note 2, which are as of March 21, 2000, relating
to the financial statements and financial statement schedule, which appears in
Viacom Inc.'s Annual Report for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
-------------------------------
New York, New York
May 4, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our reports: dated January 25, 2000, except as to note
20, which is as of March 21, 2000, appearing on page 30 of CBS Corporation's
Form 10-K for the year ended December 31, 1999; dated March 21, 2000, appearing
on page 67 of CBS Corporation's Form 10-K for the year ended December 31, 1999;
dated June 8, 1999, appearing on page 1 of the Westinghouse Savings Program's
Form 11-K for the year ended December 31, 1998; dated June 18, 1999, appearing
on page 1 of Infinity Broadcasting Corporation Employees' 401(k) Plan's Form
11-K for the year ended December 31, 1998; and dated June 18, 1999, appearing on
page 1 of Infinity Broadcasting Corporation Employees' 401(k) Union Plan's Form
11-K for the year ended December 31, 1998, incorporated by reference in this
Form S-8 registration statement of Viacom Inc.
/s/ KPMG LLP
New York, New York
May 4, 2000
NYDOCS01/695842.1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated June 4,
1999 included in CBS Corporation's Form 11-K for the CBS Employee Investment
Fund for the year ended December 31, 1998 and to all references to our Firm in
this Registration Statement.
/s/ MITCHELL & TITUS, LLP
--------------------------
New York, New York
May 3, 2000
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned directors of Viacom Inc. (the "Company")
hereby constitute and appoint Michael D. Fricklas our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, in any and all
capacities, to sign and file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), (1) the Company's Registration Statement on Form S-8 relating to the
Stock Option Plans and Investment Plans listed below (the "Plans"), (2) any and
all post-effective amendments to the registration statement on Form S-8, and any
and all instruments and documents filed as a part of or in connection with said
registration statement or amendments thereto, covering the shares of the
Company's Class B Common Stock issued in connection with the Plans, and (3) any
registration statements, reports and applications relating to such securities
filed by the Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully for all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that the said attorney-in-fact and agent,
shall do or cause to be done by virtue hereof.
Investment Plans
----------------
o The Westinghouse Savings Program
o CBS Employee Investment Fund
o Infinity Employees' 401(k) Plan
o Infinity Employees' 401(k) Union Plan
Stock Option Plans
------------------
o CBS Corporation Deferred Compensation and Stock Plan
for Directors
o CBS 1991 Long-Term Incentive Plan
o CBS 1993 Long-Term Incentive Plan
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ George S. Abrams Director May 5, 2000
- --------------------------------------
George S. Abrams
/s/ George H. Conrades Director May 5, 2000
- --------------------------------------
George H. Conrades
/s/ Philippe P. Dauman Director May 5, 2000
- --------------------------------------
Philippe P. Dauman
/s/ Thomas E. Dooley Director May 5, 2000
- --------------------------------------
Thomas E. Dooley
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ William H. Gray III Director May 5, 2000
- --------------------------------------
William H. Gray III
/s/ Mel Karmazin Director, President May 5, 2000
- -------------------------------------- and Chief Operating
Mel Karmazin Officer
/s/ Jan Leschly Director May 5, 2000
- --------------------------------------
Jan Leschly
/s/ David T. McLaughlin Director May 5, 2000
- --------------------------------------
David T. McLaughlin
/s/ Leslie Moonves Director May 5, 2000
- --------------------------------------
Leslie Moonves
/s/ Ken Miller Director May 5, 2000
- --------------------------------------
Ken Miller
/s/ Brent D. Redstone Director May 5, 2000
- --------------------------------------
Brent D. Redstone
/s/ Shari Redstone Director May 5, 2000
- --------------------------------------
Shari Redstone
/s/ Sumner M. Redstone Director, May 5, 2000
- -------------------------------------- Chairman of the Board
Sumner M. Redstone and Chief Executive Officer
(Principal Executive Officer)
/s/ Fredric G. Reynolds Executive Vice President May 5, 2000
- -------------------------------------- and Chief Financial Officer
Fredric G. Reynolds (Principal Financial Officer)
/s/ Frederic V. Salerno Director May 5, 2000
- --------------------------------------
Frederic V. Salerno
/s/ William Schwartz Director May 5, 2000
- --------------------------------------
William Schwartz
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Ivan Seidenberg Director May 5, 2000
- --------------------------------------
Ivan Seidenberg
/s/ Patty Stonesifer Director May 5, 2000
- --------------------------------------
Patty Stonesifer
/s/ Robert D. Walter Director May 5, 2000
- --------------------------------------
Robert D. Walter
/s/ Susan C. Gordon Vice President, May 5, 2000
- -------------------------------------- Controller and
Susan C. Gordon Chief Accounting Officer
(Principal Accounting Officer)
</TABLE>
