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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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FORM 11-K
(Mark One)
/ X / Annual Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the period ended December 31, 1999 Commission file number 1-9553
OR
/ / Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
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(Full title of the plan)
VIACOM INC.
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(Name of issuer of the securities held pursuant to the plan)
1515 Broadway
New York, New York 10036
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(Address of principal executive offices)
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WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Schedule:
Schedule of Assets Held for Investment Purposes 11
</TABLE>
Exhibit:
I- Consent of Independent Auditors
All other schedules required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 (ERISA), have been omitted because there is no information to report.
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.
Westinghouse de Puerto Rico, Inc. Retirement Savings
Plan
Date: June 15, 2000 By: /s/ A.G. Ambrosio
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A.G. Ambrosio
Plan Administrator
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Independent Auditors' Report
To the Participants and Administrator of the
Westinghouse de Puerto Rico, Inc. Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Westinghouse de Puerto Rico, Inc. Retirement Savings Plan (the Plan) as
of December 31, 1999 and 1998, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1999. These
financial statements are the responsibility of the Plan Administrator. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As further discussed in note 6, the Plan Sponsor has terminated the Plan
effective June 30, 1999.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
KPMG LLP
Pittsburgh, Pennsylvania
June 15, 2000
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WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Investments, at fair value (note 3):
Registered investment companies $ -- $120,724
CBS common stock -- 110,153
Interest-bearing cash 807 133
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807 231,010
Investments, at contract value:
Beneficial interest in the Master Trust, net of fees (note 4) 127 116,845
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Total investments 934 347,855
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Receivables:
Plan Sponsor contributions (note 6) 14,739 --
Interest and dividends 4 698
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Total assets 15,677 348,553
Liabilities:
Plan transfers (note 6) (15,677) --
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Net assets available for benefits $ -- 348,553
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</TABLE>
See accompanying notes to financial statements.
(Continued)
2
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WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 53,171
Interest, dividends and other 3,966
Net investment gain from the Master
Trust (note 4) 3,383
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Total investment income 60,520
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Contributions:
Plan Sponsor contributions (note 6) 14,739
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Total contributions 14,739
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Total additions 75,259
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Deductions from net assets attributed to:
Benefits paid to participants (378,042)
Distribution to Plan Sponsor (note 6) (30,093)
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Total deductions (408,135)
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Net decrease prior to plan transfers (332,876)
Plan transfers (note 6) (15,677)
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Net decrease (348,553)
Net assets available for benefits:
Beginning of year 348,553
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End of year $ --
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</TABLE>
See accompanying notes to financial statements.
(Continued)
3
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WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Description of Operations and Summary of Significant Accounting Policies
CBS Corporation (the Corporation, Plan Sponsor or CBS), formerly
Westinghouse Electric Corporation, is the Plan Sponsor of the Westinghouse
de Puerto Rico, Inc. Retirement Savings Plan (the Plan). Westinghouse de
Puerto Rico, Inc. was a wholly owned subsidiary of the Corporation until
October 31, 1997, at which time it was sold to Ingersoll-Rand Company.
The sale of Westinghouse de Puerto Rico, Inc. on October 31, 1997, resulted
in substantially all Westinghouse de Puerto Rico, Inc. Retirement Savings
Plan participants being transferred to a plan sponsored by Thermo King de
Puerto Rico, Inc. As further discussed in note 6, the Plan Sponsor
terminated the Plan effective June 30, 1999.
(a) Basis of Accounting
The financial statements of the Plan are prepared under the accrual
basis of accounting.
(b) Investments
The Plan's shares of common stock and registered investment companies
are presented at fair market value, which is based on published market
quotations. Guaranteed investment contracts with insurance companies
and synthetic guaranteed investment contracts held in the Westinghouse
Savings Program Master Trust (Master Trust), in which the Plan's Fixed
Income Fund has a beneficial interest, are presented at contract value.
(c) Measurement Date
Purchases and sales of securities are recorded on a trade date basis.
(d) Dividends
Dividends on the Plan's shares of common stock and registered
investment companies are credited to each participant's account, as
appropriate, for shares held as of the date of record.
(e) Payment of Benefits
Benefits are recorded when paid.
(Continued)
4
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WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(f) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities as
of the date of the financial statements and the reported amounts of
Plan activity during the reporting period. Actual results could differ
from those estimates.
(g) Reclassification
Pursuant to the adoption of SOP 99-3, certain information for 1998 has
been reclassified to conform with the 1999 presentation.
(2) Description of the Plan
The following description of the Plan provides only general information.
Participants should refer to the Plan document or the Summary Plan
Description for a more complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan effective as of January 1,
1992. The Plan is subject to the provisions of ERISA. The Plan covered
all full-time employees rendering service in Puerto Rico who were
employees of Westinghouse de Puerto Rico, Inc. or certain existing and
former divisions and subsidiaries of CBS Corporation (the Companies)
and who were not covered under a collective bargaining agreement.
Temporary employees or leased employees were not eligible to
participate in the Plan.
The administrative managers of the Corporation's plans serve as Plan
Administrator.
(Continued)
5
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WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(b) Contributions
Plan participants may elect to contribute on a pre-tax basis from 1% to
4% of their total compensation excluding bonuses and incentive awards
as a basic contribution and from 1% to 4% extra of their total
compensation excluding bonuses and incentive awards on a pre-tax basis
as a supplementary contribution. Effective April 1, 1997, participants
may elect to contribute on an after-tax basis from 1% to 4% of their
total compensation excluding bonuses and incentive awards as an
additional supplementary contribution. The Companies contribute an
amount equal to 50% of the employee's basic contribution. The
participant's maximum contribution cannot exceed the lesser of 12% of
eligible compensation or $8,000 in 1999, (12% of eligible compensation
or $8,000 in 1998), subject to the Puerto Rico Internal Revenue Code.
The employee's election shall be effective for a minimum of one
quarter.
Upon enrollment in the Plan, a participant can elect for their
contributions to be invested in one or more of the following four
funds: the Fixed Income Fund; the Vanguard Index Trust 500 Portfolio
(Vanguard Mutual Fund); the Fidelity Growth and Income Fund; or the CBS
Common Stock Fund.
Participants may direct their investments in 10% multiples in any
combination they wish.
The Companies have the right under the Plan to discontinue their
contributions at any time.
(c) Rollovers
An employee eligible to participate in the Plan may elect to deposit
(roll over) into the Plan distributions received from other plans that
are qualified by the Puerto Rico Internal Revenue Code. Rollovers are
fully vested at all times and are nonforfeitable.
(d) Withdrawals
All participants are permitted to make withdrawals from the Plan
subject to provisions in the Plan document. Distributions from the Plan
upon retirement, termination or death shall be paid in cash and/or
shares of common stock, as detailed in the Plan document.
(e) Loans
Effective April 1, 1997, participants are eligible to take a loan from
the Plan. The amount of a loan generally cannot exceed the lesser of
$50,000 or one-half of the participant's total pre-tax vested account
balance. Loans bear interest at a fixed rate which is equal to the
prime rate in effect on the last business day of the calendar quarter
prior to the loan origination date, plus 1%. All loans are subject to
specific repayment terms and are secured by the participant's
nonforfeitable interest in his/her account equivalent to the principal
amount of the loan.
(Continued)
6
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WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(f) Vesting and Forfeitures
Participant contributions to the Plan plus actual earnings thereon are
fully vested and nonforfeitable. If an employee had eligible service
before January 1, 1992, the employer matching contributions plus actual
earnings thereon are also vested. Employees hired on or after January
1, 1992, must complete three years of eligibility service to become
vested in the employer matching contributions plus actual earnings
thereon. If a participant terminates employment prior to completing
three years of eligibility service, the current value of their employer
matching contributions will be forfeited. Forfeited contributions are
used to reduce future employer matching contributions. There were no
nonvested employer matching contributions forfeited in 1999 or 1998.
(g) Plan Expenses
The administrative managers are responsible for the general
administration of the Plan and for carrying out the provisions thereof.
The investment assets of the Plan are administered by a trustee
appointed by the Corporation. Administrative expenses are paid directly
by the Corporation and, accordingly, are not reflected in the Plan's
financial statements.
(3) Investments
The following table presents the values of investments that represent 5% or
more of the Plan's net assets as of December 31, 1999 and 1998:
1999 1998
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Beneficial interest in the Master Trust $ N/A 116,845
Vanguard Index Trust 500 portfolio N/A 97,000
Fidelity Growth & Income Fund N/A 23,724
CBS common stock N/A 110,153
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value by $53,171 as follows:
Registered invesment companies $ (3,434)
CBS common stock 56,605
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$ 53,171
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(Continued)
7
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WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(4) Master Trust (Dollar Amounts in Thousands)
As of December 31, 1999, the Master Trust includes the Fixed Income Fund of
the Plan, as well as the Fixed Income Fund of another Plan Sponsored by the
Corporation. The Master Trust is administered by Deutsche Bank (formerly
Bankers Trust) and governed by the Westinghouse Savings Program Master Trust
Agreement. Although assets in the Master Trust are commingled, the trustee
maintains records of contributions received from and distributions made to
the Master Trust for each participating plan. As of December 31, 1999 and
1998, the Plan's beneficial interest in the net assets of the Master Trust
was less than 0.01%. Net assets and net investment income are allocated by
the trustee to each plan based on the beneficial interest of each plan to
the total beneficial interests of the participating plans on a daily basis.
The following table presents the values of investments in the Master Trust
as of December 31, 1999 and 1998:
1999 1998
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Contract Market Contract Market
value value value value
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Guaranteed investment contracts $ 119,095 115,376 449,428 450,678
Synthetic guaranteed investment
contracts 1,656,675 1,680,106 1,955,176 2,023,929
Cash 64,095 64,095 94,322 94,322
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Master Trust $1,839,865 1,859,577 2,498,926 2,568,929
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Market values of investments in the Master Trust are based on quoted market
prices or on discounted cash flow analysis utilizing estimated current
market interest rates.
The contract value of the Master Trust excludes accrued investment
consulting fees for the Fixed Income Fund payable to Bankers Trust Company.
Synthetic guaranteed investment contracts utilize benefit-responsive wrapper
contracts issued by various third-party issuers. The wrapper contracts
provide market and cash flow risk protection to the Plan and provide for the
execution of participant initiated transactions in the Plan at contract
value. The synthetic guaranteed investment contracts may invest in
derivatives and include collateralized mortgage obligations (CMOs), real
estate investment conduits (REMICs), other mortgage derivatives, call/put
options on Treasury securities and U.S. Treasury bond futures contracts. The
notional and fair values of these derivatives, as estimated by the trustee
and various investment managers, are $229,883 and $218,609 as of December
31, 1999, and $457,775 and $394,233 as of December 31, 1998, respectively.
(Continued)
8
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WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
The aggregate investment gain from the Master Trust for the year ended
December 31, 1999, of $98,295 is solely comprised of interest income.
Certain expenses of the Master Trust are deducted from the aggregate
investment gain.
The average blended yield of all the investment contracts as of December 31,
1999 and 1998, was 6.08% and 6.41%, respectively, while the annual one year
return for the years ended December 31, 1999 and 1998, was 6.08% and 6.54%,
respectively.
(5) Tax Status
The Plan obtained a favorable determination letter dated September 27, 1993,
from the Puerto Rico Department of the Treasury which qualifies the Plan as
tax exempt under the provisions of the Puerto Rico Internal Revenue Code
(the Code). The Plan Administrator and the Plan's tax counsel believe that
the Plan is currently being operated in compliance with the applicable
requirements of the Code. Therefore, they believe that the Plan was
qualified and the related trust was tax-exempt as of December 31, 1999 and
1998.
On December 20, 1999, the Plan requested approval from the Puerto Rico
Department of the Treasury to terminate the Plan on March 1, 2000. The Plan
received notification from the Puerto Rico Department of the Treasury that
their termination met the requirements of the Code.
Under the Puerto Rico income tax laws and regulations, a participant is not
subject to income taxes on the contributions of the employing company, or on
the interest from insurance contracts and investment income received by the
Trustee until the participant's account is distributed or withdrawals are
made.
(6) Plan Termination
The Plan Sponsor terminated the Plan effective June 30, 1999. Benefits
continued to accrue through June 30, 1999, and all participants were fully
vested as of that date. Each participant made an election to have his/her
lump-sum payment paid directly or rolled over into another qualified plan or
an Individual Retirement Account (IRA). Plan assets were distributed on
September 30, 1999, after such elections were received and pursuant to a
final valuation completed as of September 13, 1999. On September 30, 1999,
forfeited employer matching contributions totaling $30,093 were returned to
the Plan Sponsor. Upon further review of this item, it was determined that a
portion of these funds should have been remitted to certain Plan
participants. Therefore, the Plan Sponsor remitted a portion of these funds
back to the Plan on May 10, 2000. Accordingly, as of December 31, 1999, this
amount is shown as a Plan Sponsor contribution receivable, and the amount
due to the participants is shown as a Plan transfer liability.
(Continued)
9
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WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(7) Subsequent Events
On May 4, 2000, CBS was merged with and into Viacom.
10
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WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
EIN:2501202929
Plan Number: 007
Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
Description of investment including
Identity of issue, borrower, Maturity date, rate of interest, Current
lessor or similar party Collateral, par or maturity value Value
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<S> <C> <C>
* Bankers Trust Company BT Pyramid Direct Cash Fund $ 807
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$ 807
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</TABLE>
* Party-in-interest
See accompanying independent auditors' report.
11
