As filed with the Securities and Exchange Commission on December 26, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------------------
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
04-2949533
(I.R.S. Employer Identification No.)
1515 Broadway
New York, NY 10036
(212) 258-6000
(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)
-------------------------------------
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)
-------------------------------------
Copies to:
Stephen T. Giove, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
-------------------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Amount to Offering Price Aggregate Registration Fee
Title of Each Class of be Per Unit (1) Offering
Securities to be Registered registered Price(1)(2)
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<S> <C> <C> <C> <C> <C>
Senior Debt Securities and Senior
Subordinated Debt Securities of
Viacom(3)(5) ................................
Preferred Stock of Viacom(4).................
Class B Common Stock of Viacom to be
issued upon conversion of certain
securities(5) ...............................
Warrants of Viacom(6)........................
Total........................................ (7) $1,250,000
=======================================================================================================================
</TABLE>
(1) The proposed maximum offering price per unit will be determined from time
to time by the Registrants in connection with the issuance by the
Registrants of the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely
for the purpose of calculating the registration fee pursuant to Rule 457
under the Securities Act.
(3) Subject to note (7) below, there is being registered hereunder an
indeterminate principal amount of senior debt securities or senior
subordinated debt securities of Viacom as may be sold, from time to time.
If any senior debt securities or senior subordinated debt securities are
issued at an original issue discount, then the offering price shall be in
such greater principal amount as shall result in an aggregate initial
offering price not to exceed $5,000,000,000.
(4) Subject to note (7) below, there is being registered hereunder an
indeterminate number of shares of preferred stock of Viacom as may be sold
from time to time.
(5) Subject to note (7) below, there is being registered hereunder an
indeterminate number of shares of Class B common stock of Viacom as may
from time to time be issued upon conversion of the senior debt securities,
senior subordinated debt securities or preferred stock.
(6) Subject to note (7) below, there is being registered hereunder an
indeterminate amount and number of warrants of Viacom as may be sold from
time to time, representing rights to purchase certain of the senior debt
securities, senior subordinated debt securities or preferred stock of
Viacom being registered hereunder.
(7) In no event will the aggregate offering price of all securities issued
from time to time pursuant to this registration statement exceed
$5,000,000,000 or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
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Subject To Completion
Preliminary Prospectus, dated December 26, 2000
PROSPECTUS
$5,000,000,000
VIACOM INC.
--------------------
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer and sale is not permitted.
We may offer and sell, from time to time, in one or more offerings and
series, together or separately:
o senior debt securities of Viacom;
o senior subordinated debt securities of Viacom;
o preferred stock of Viacom; and
o warrants representing rights to purchase senior debt securities,
senior subordinated debt securities or preferred stock of Viacom.
The senior debt securities, senior subordinated debt securities and
preferred stock of Viacom may be convertible into Class B Common Stock of
Viacom.
When we offer securities we will provide you with a prospectus
supplement or term sheet describing the specific terms of the specific issue of
securities including the offering price of the securities. You should carefully
read this prospectus and the prospectus supplements or term sheets relating to
the specific issue of securities before you decide to invest in any of these
securities.
--------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , .
<PAGE>
In this prospectus we use the term "Viacom" to refer to Viacom Inc. The
terms "we," "us," and "our" refer to Viacom. References to "$" and "dollars" are
to United States dollars.
You should rely only on the information contained in or incorporated by
reference in this prospectus. Viacom has not authorized anyone to provide you
with different information. If anyone provides you with different or additional
information, you should not rely on it. Viacom is not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information contained in or incorporated by reference in this
prospectus is accurate as of any date other than the date on the front of this
prospectus. Our business, financial condition, results of operations and
prospects may have changed since then.
<PAGE>
TABLE OF CONTENTS
Page
----
ABOUT THIS PROSPECTUS..........................................................1
WHERE YOU CAN FIND MORE INFORMATION............................................2
VIACOM.........................................................................4
USE OF PROCEEDS................................................................5
RECENT DEVELOPMENTS............................................................5
RATIO OF EARNINGS TO FIXED CHARGED.............................................6
DESCRIPTION OF THE DEBT SECURITIES.............................................7
DESCRIPTION OF PREFERRED STOCK................................................18
DESCRIPTION OF COMMON STOCK...................................................23
DESCRIPTION OF WARRANTS.......................................................25
PLAN OF DISTRIBUTION..........................................................28
LEGAL MATTERS.................................................................29
EXPERTS.......................................................................29
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC utilizing the "shelf" registration process. Under this shelf process, we
may sell the securities described in this prospectus in one or more offerings up
to a total dollar amount of $5,000,000,000. This prospectus provides you with a
general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document that we file
at the Public Reference Room of the SEC at 450 Fifth Street, NW, Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. You may also inspect our filings at
the regional offices of the SEC located at Citicorp, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, New York, New York
10048 or over the Internet at the SEC's Website at http://www.sec.gov.
Our Class A common stock and Class B common stock are listed on the New
York Stock Exchange. Information about us is also available at the New York
Stock Exchange.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. Any statement,
including financial statements, contained in our Annual Report on Form 10-K for
the year ended December 31, 1999 shall be deemed to be modified or superseded to
the extent that a statement, including financial statements, contained in this
prospectus or in any other later incorporated document modifies or supersedes
that statement. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Exchange Act, including filings made after the date of the initial
registration statement and prior to effectiveness of the registration statement,
until we sell all of the securities:
(a) Our Registration Statement on Form S-4, dated November 24, 1999;
(b) Our Annual Report on Form 10-K for the year ended December 31,
1999, as amended on April 28, 2000;
(c) Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000, June 30, 2000 and September 30, 2000;
(d) Our Current Report on Form 8-K dated May 4, 2000 as amended on
July 17, 2000, and our Current Reports on Form 8-K dated August
5, 2000, August 15, 2000, October 31, 2000, November 3, 2000 and
December 4, 2000;
(e) Our definitive Proxy Statement dated June 5, 2000;
(f) CBS Corporation Annual Report on Form 10-K for the year ended
December 31, 1999, as amended on April 28, 2000;
(g) The financial statements of Infinity Broadcasting Corporation, as
set forth in Item 8 to Infinity's Annual Report on Form 10-K for
the year ended December 31, 1999;
(h) The financial statements of Infinity, as set forth in Item 1 to
Infinity's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000; and
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(i) Our Registration Statement on Form S-4, dated November 22, 2000,
as amended by Form S-4/A dated December 7, 2000.
You may request a copy of these filings at no cost, by telephoning or
writing to us at the following address:
Viacom Inc.
1515 Broadway
New York, New York 10036
Attn: Investor Relations
Telephone number (212) 258-6000
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VIACOM
Viacom is a diversified entertainment company with operations in seven
segments: Cable Networks, Television, Entertainment, Video, Publishing, Online,
and Infinity. The Cable Networks segment operates MTV: MUSIC TELEVISION(R),
SHOWTIME(R), NICKELODEON(R)/NICK AT NITE(R), VH1 MUSIC FIRST(R), TV LAND(R),
TNN: THE NATIONAL NETWORKTM (formerly, The Nashville Network) and COUNTRY MUSIC
TELEVISIONTM, among other program services. The Television segment consists of
CBS(R) and UPN(R) television networks, Viacom's 39 broadcast television
stations, and production and distribution of television programming through
PARAMOUNT TELEVISION(R), VIACOM(R) PRODUCTIONS, SPELLING TELEVISION(R), BIG
TICKET TELEVISION(R) and CBS(R) ENTERPRISES (including KING WORLD(R)
PRODUCTIONS). The Entertainment segment produces and distributes theatrical
motion pictures through PARAMOUNT PICTURES(R), operates movie theater and music
publishing operations and, through PARAMOUNT PARKS(R), owns and operates five
theme parks and a themed attraction in the United States and Canada. The Video
segment consists of an approximately 82% equity interest in BLOCKBUSTER(R) INC.,
which operates and franchises video stores worldwide, primarily under the
BLOCKBUSTER(R) brand. The remainder of Blockbuster's common stock was sold to
the public in August 1999. The Publishing segment publishes and distributes
consumer books and related multimedia products, under such imprints as SIMON &
SCHUSTER(R), POCKET BOOKS(R), SCRIBNER(R) and THE FREE PRESSTM. The Online
segment provides online music and children's destinations featuring
entertainment, information, community tools and e-commerce, through SonicNet.com
and Internet sites currently related to MTV: MUSIC TELEVISION, NICKELODEON/NICK
AT NITE, VH1 MUSIC FIRST and COUNTRY MUSIC TELEVISION. The Online segment also
includes other Internet businesses, which consist primarily of the operation of
the Internet site CBS.com, and investment in iWon.com. Viacom also has
investments in other Internet based companies such as MarketWatch.com, Inc.,
SportsLine.com, Inc. and Hollywood.com, Inc. The Infinity segment consists of an
approximately 64.2% equity interest in Infinity Broadcasting Corporation which
operates radio stations and outdoor advertising properties, including INFINITY
BROADCASTING(R), INFINITY OUTDOORTM and TDI(R). As described in more detail
under "Recent Developments" below, Viacom and Infinity have entered into a
merger agreement under which Viacom will acquire the approximately 35.8% equity
interest in Infinity that Viacom does not currently own. On November 2, 2000,
Viacom entered into an agreement with BET Holding II, Inc. to acquire the Black
Entertainment Television cable network. Viacom was incorporated in 1986 under
the laws of the State of Delaware. Viacom's principal offices are located at
1515 Broadway, New York, New York 10036 and our telephone number is (212)
258-6000.
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USE OF PROCEEDS
Unless indicated otherwise in a prospectus supplement, Viacom expects
to use the net proceeds from the sale of its securities for general corporate
purposes, including repayment of borrowings, working capital and capital
expenditures.
RECENT DEVELOPMENTS
On May 4, 2000, CBS Corporation merged with and into Viacom. The total
purchase price of approximately $39.8 billion represents the issuance of 825.5
million shares of Viacom non-voting Class B common stock and 11,004 shares of
Viacom Series C convertible preferred stock (which were subsequently converted
into shares of Viacom non-voting Class B common stock), the estimated fair value
of CBS stock options which were assumed by Viacom, and estimated transaction
costs. The merger was accounted for by the purchase method of accounting and the
purchase price was allocated to the tangible and identifiable intangible assets
acquired and liabilities assumed, according to their respective fair values,
with the excess purchase price being allocated to goodwill. In addition, Viacom
assumed approximately $3.7 billion of CBS debt.
On October 30, 2000, Viacom and Infinity entered into a merger
agreement under which Viacom will acquire all of the issued and outstanding
shares of Infinity common stock that it does not currently own,which is 35.8% of
the total amount issued and outstanding, pursuant to a merger in which Viacom
will exchange 0.592 of a share of Viacom non-voting Class B common stock for
each share of Infinity Class A common stock. Viacom's Board of Directors and
Infinity's Board of Directors approved the merger agreement after approval by a
special committee of Infinity's independent directors. The special committee was
advised by separate legal and financial advisors. Viacom expects the merger to
be completed during the week of January 8, 2001. As of October 30, 2000, there
were 390.8 million shares of Infinity Class A common stock outstanding held by
shareholders other than Viacom.
On November 2, 2000, Viacom announced an agreement to acquire Black
Entertainment Television for approximately $2.3 billion of Viacom non-voting
Class B common stock plus the assumption of approximately $575 million of debt.
The tax-free transaction is subject to customary regulatory approvals. The
final exchange ratio will be based on the trading prices of Viacom non-voting
Class B common stock during a measurement period immediately before the closing
of the transaction, which is expected to occur in the first quarter of 2001.
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RATIO OF EARNINGS TO FIXED CHARGES
(Unaudited)
The ratios of earnings to fixed charges for Viacom are set forth below,
on a pro forma basis, for the nine months ended September 30, 2000 and the year
ended December 31, 1999 to give effect to the merger of CBS into Viacom and the
contemplated merger of Infinity into a subsidiary of Viacom as if the mergers
occurred on January 1, 1999, and on a historical basis, for the nine months
ended September 30, 2000 and for each year in the five-year period ended
December 31, 1999.
For purposes of computing the following ratios, earnings represents
income from continuing operations before fixed charges and taxes. Fixed charges
represent interest expense, amortization of capitalized interest and such
portion of rental expense which represents an appropriate interest factor.
<TABLE>
<CAPTION>
Nine Months Year Ended December 31,
Ended ----------------------------------------------------------------
September 30, 2000 1999 1999 1998 1997 1996 1995
----------------------------------------------- -------------------------------- ---- ---- ---- ---- ----
Pro Forma for Pro Forma for Pro Forma for Pro Forma for
Viacom Viacom/CBS Viacom/Infinity Viacom/CBS Viacom/Infinity
Historical Merger Merger Merger Merger Viacom Historical
---------- ------ ------ ------ ------ ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of
Earnings to
Fixed
Charges... 1.3x 1.2x 1.0x 1.5x 1.4x 2.2x 1.1x 2.0x 1.4x 1.5x
</TABLE>
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DESCRIPTION OF THE DEBT SECURITIES
The following description of Viacom's senior and senior subordinated
debt securities summarizes the general terms and provisions of its debt
securities to which any prospectus supplement may relate. The following
description also describes the specific terms of Viacom's debt securities and
the extent, if any, to which the general provisions summarized below may apply
to any series of its debt securities in the prospectus supplement relating to
such series. In this prospectus, "debt securities" will be used to refer to
senior and senior subordinated debt securities.
Viacom may issue its senior debt securities from time to time, in one
or more series under a senior indenture, between Viacom and The Bank of New
York, as senior trustee, or another senior trustee named in a prospectus
supplement. The form of senior indenture is filed as an exhibit to the
registration statement. Viacom may issue its senior subordinated debt securities
from time to time, in one or more series under a senior subordinated indenture,
between Viacom and The Bank of New York, as senior subordinated trustee, or
another senior subordinated trustee named in a prospectus supplement. The form
of senior subordinated indenture is filed as an exhibit to the registration
statement. Together the senior indenture and the senior subordinated indenture
are called the indentures, and together the senior trustee and the senior
subordinated trustee are called the debt trustees. None of the indentures will
limit the amount of debt securities that may be issued. The applicable indenture
will provide that debt securities may be issued up to an aggregate principal
amount authorized by Viacom and may be payable in any currency or currency unit
designated by Viacom or in amounts determined by reference to an index.
General
The senior debt securities will be unsecured and will rank equally with
Viacom's other unsecured and unsubordinated debt, unless Viacom is required to
secure the senior debt securities pursuant to a prospectus supplement. Viacom's
obligations under any senior subordinated debt securities will be subordinate in
right of payment to all of its senior indebtedness, and will be described in an
accompanying prospectus supplement. Viacom will issue debt securities from time
to time and offer its debt securities on terms determined by market conditions
at the time of their sale.
Viacom may issue debt securities in one or more series with the same or
various maturities, at par, at a premium, or at a discount. Any debt securities
bearing no interest or interest at a rate which at the time of issuance is below
market rates will be sold at a discount, which may be substantial, from their
stated principal amount. Viacom will describe the federal income tax
consequences and other special considerations applicable to any substantially
discounted debt securities in a related prospectus supplement.
You should refer to a prospectus supplement for the following terms of
the debt securities offered by this registration statement:
o the designation, aggregate principal amount and authorized
denominations of the debt securities;
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o the percentage of the principal amount at which Viacom will issue
the debt securities;
o the date or dates on which the debt securities will mature;
o the annual interest rate or rates of the debt securities, or the
method of determining the rate or rates;
o the date or dates on which any interest will be payable, the date
or dates on which payment of any interest will commence and the
regular record dates for the interest payment dates;
o the terms of any mandatory or optional redemption, including any
provisions for any sinking, purchase or other similar funds, or
repayment options;
o the currency, currencies or currency units for which the debt
securities may be purchased and in which the principal, any
premium and any interest may be payable;
o if the currency, currencies or currency units for which the debt
securities may be purchased or in which the principal, any
premium and any interest may be payable is at Viacom's election
or the purchaser's election, the manner in which the election may
be made;
o if the amount of payments on the debt securities is determined by
an index based on one or more currencies or currency units, or
changes in the price of one or more securities or commodities,
the manner in which the amounts may be determined;
o the extent to which any of the debt securities will be issuable
in temporary or permanent global form, and the manner in which
any interest payable on a temporary or permanent global security
will be paid;
o the terms and conditions upon which the debt securities may be
convertible into or exchanged for common stock, preferred stock,
or indebtedness or other securities of any kind;
o information with respect to book-entry procedures, if any;
o a discussion of the federal income tax and special
considerations, procedures and limitations with respect to the
debt securities; and
o any other specific terms of the debt securities not inconsistent
with the applicable indenture.
If Viacom sells any of the debt securities for one or more foreign
currencies or foreign currency units or if the principal of, premium, if any, or
interest on any series of debt securities
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will be payable in one or more foreign currencies or foreign currency units, it
will describe the restrictions, elections, federal income tax consequences,
specific terms and other information with respect to the issue of debt
securities and the currencies or currency units in the related prospectus
supplement.
Unless specified otherwise in a prospectus supplement, the principal
of, premium on, and interest on the debt securities will be payable, and the
debt securities will be transferable, at the corporate trust office of the
applicable debt trustee in New York, New York. However, Viacom may make payment
of interest, at its option, by check mailed on or before the payment date to the
address of the person entitled to the interest payment or by transfer to an
account held by the payee as it appears on the registry books of the debt
trustee, Viacom or its agents.
Unless specified otherwise in a prospectus supplement, Viacom will
issue the debt securities in registered form and in denominations of $1,000 and
any integral multiple of $1,000. Bearer securities, other than those issued in
global form, will be issued in denominations of $5,000. No service charge will
be made for any transfer or exchange of any debt securities, but Viacom may,
except in specific cases not involving any transfer, require payment of a
sufficient amount to cover any tax or other governmental charge payable in
connection with the transfer or exchange.
Viacom's rights and the rights of its creditors, including holders of
debt securities, to participate in any distribution of assets of any Viacom
subsidiary upon its liquidation or reorganization or otherwise is subject to the
prior claims of creditors of the subsidiary, except to the extent that Viacom's
claims as a creditor of the subsidiary may be recognized.
Viacom's operations are conducted primarily through its subsidiaries
and, therefore, Viacom is dependent upon the earnings and cash flow of its
subsidiaries to meet its obligations, including obligations under the debt
securities. The debt securities will be effectively subordinated to all
indebtedness of Viacom's subsidiaries.
Global Securities
Viacom may issue debt securities of a series, in whole or in part, in
the form of one or more global securities and will deposit them with or on
behalf of a depositary identified in the prospectus supplement relating to that
series. Viacom may issue global securities in fully registered or bearer form
and in either temporary or permanent form. Unless and until it is exchanged in
whole or in part, for the individual debt securities represented thereby, a
global security may not be transferred except as a whole by the depositary for
the global security to a nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or by the
depositary or any nominee of the depositary to a successor or any nominee of a
successor.
The specific terms of the depositary arrangement relating to a series
of debt securities will be described in the prospectus supplement relating to
that series. It is anticipated that the following provisions will generally
apply to depositary arrangements.
Upon the issuance of a global security, the depositary for the global
security or its nominee will credit on its book entry registration and transfer
system the principal amounts of
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the individual debt securities represented by the global security to the
accounts of persons that have accounts with the depositary. The accounts will be
designated by the dealers, underwriters or agents with respect to the debt
securities or by Viacom if the debt securities are offered and sold directly by
it. Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the applicable depositary participants or
persons that hold interests through participants. Ownership of beneficial
interests in the global security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by:
o the applicable depositary or its nominee, with respect to
interests of participants; and
o the records of participants, with respect to interests of persons
other than participants.
The laws of some states require that purchasers of securities take
physical delivery of the securities in definitive form. These laws may impair
the ability to transfer beneficial interests in a global security.
So long as the depositary for a global security or its nominee is the
registered owner of the global security, the depositary or the nominee will be
considered the sole owner or holder of the debt securities represented by the
global security for all purposes under the applicable indenture. Except as
provided below, owners of beneficial interests in a global security will:
o not be entitled to have any of the individual debt securities of
the series represented by the global security registered in their
names;
o not receive or be entitled to receive physical delivery of any
debt security of that series in definitive form; and
o not be considered the owners or holders thereof under the
applicable indenture governing the debt securities.
Payments of principal of, any premium on, and any interest on
individual debt securities represented by a global security registered in the
name of a depositary or its nominee will be made to the depositary or its
nominee as the registered owner of the global security representing the debt
securities. Neither Viacom, the applicable debt trustee for the debt securities,
any paying agent, nor the security registrar for the debt securities will have
any responsibility or liability for the records relating to or payments made on
account of beneficial ownership interests of the global security for the debt
securities or for maintaining, supervising or reviewing any records relating to
the beneficial ownership interests.
Viacom expects that the depositary for a series of debt securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent global security representing any of the debt securities,
will immediately credit participants' accounts with payments in amounts
proportionate to their beneficial interests in the principal amount of the
global security for the debt securities as shown on the records of the
depositary or its nominee.
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Viacom also expects that payments by participants to owners of beneficial
interests in the global security held through the participants will be governed
by standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name." The payments will be the responsibility of those participants.
If the depositary for a series of debt securities is at any time
unwilling, unable or ineligible to continue as depositary and a successor
depositary is not appointed by Viacom within 90 days, Viacom will issue
individual debt securities of that series in exchange for the global security
representing that series of debt securities. In addition, Viacom may at any time
and in its sole discretion, subject to any limitations described in the
prospectus supplement relating to the debt securities, determine not to have any
debt securities of a series represented by one or more global securities. In
that event, Viacom will issue individual debt securities of that series in
exchange for the global security or securities representing that series of debt
securities. Further, if Viacom so specifies with respect to the debt securities
of a series, an owner of a beneficial interest in a global security representing
debt securities of that series may, on terms acceptable to Viacom, the
applicable debt trustee and the depositary for such global security, receive
individual debt securities of that series in exchange for the beneficial
interests, subject to any limitations described in the prospectus supplement
relating to the debt securities. In any such instance, an owner of a beneficial
interest in a global security will be entitled to physical delivery of
individual debt securities of the series represented by the global security
equal in principal amount to the beneficial interest and to have the debt
securities registered in its name. Individual debt securities of the series so
issued will be issued in denominations, unless otherwise specified by Viacom, of
$1,000 and integral multiples of $1,000.
Merger or Consolidation
Under the terms of the indentures, Viacom is permitted to consolidate
or merge with another entity or to sell all or substantially all of its assets
to another entity, subject to Viacom's meeting all of the following conditions:
o the resulting entity (other than Viacom) must agree through a
supplemental indenture to be legally responsible for the debt
securities;
o immediately following the consolidation, merger, sale or
conveyance, no Event of Default or Default (as defined below)
shall have occurred and be continuing;
o the surviving entity to the transaction must be a corporation
organized under the laws of the United States or any state;
o Viacom must deliver certain certificates and documents to the
debt trustee; and
o Viacom must satisfy any other requirements specified in the
prospectus supplement relating to a particular series of debt
securities.
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In the event that Viacom consolidates or merges with another entity
or sells all or substantially all of its assets to another entity, the
surviving entity shall be substituted for Viacom under the indentures and
Viacom shall be discharged from all of its obligations under the indentures.
Defaults and Remedies
Holders of debt securities will have specified rights if an Event of
Default occurs in respect of the debt securities of that series, as described
below.
The term "Event of Default" in respect of the debt securities of a
particular series means any of the following:
o Viacom does not pay interest on a debt security of such series
within 30 days of its due date;
o Viacom does not pay the principal of or any premium on a debt
security of such series when due and payable, at its maturity, or
upon its acceleration or redemption;
o Viacom remains in breach of a covenant or warranty in respect of
an indenture for 60 days after Viacom receives a written notice
of default; the notice must be sent by either the debt trustee or
holders of at least 25% in principal amount of a series of
outstanding debt securities; or
o Viacom files for bankruptcy, or other specified events of
bankruptcy, insolvency or reorganization occur.
If an Event of Default has occurred, the debt trustee or the holders of
at least 25% in principal amount of the debt securities of the affected series
may declare the entire principal amount (and premium, if any) of, and all the
accrued interest on, the debt securities of that series to be due and
immediately payable. This is called a declaration of acceleration of maturity.
There is no action on the part of the debt trustee or any holder of debt
securities required for such declaration if the Event of Default is a
bankruptcy, insolvency or reorganization. Holders of a majority in principal
amount of the debt securities of a series may also waive certain past defaults
under the indenture on behalf of all of the holders of such series of debt
securities. A declaration of acceleration of maturity may be canceled, under
specified circumstances, by the holders of at least a majority in principal
amount of a series of debt securities and the debt trustee.
Except in cases of default, where the debt trustee has special duties, a
debt trustee is not required to take any action under an indenture at the
request of holders unless the holders offer the debt trustee reasonable
protection from expenses and liability satisfactory to the debt trustee. If a
reasonable indemnity is provided, the holders of a majority in principal amount
of a series of debt securities may direct the time, method and place of
conducting any lawsuit or other formal legal action seeking any remedy available
to the debt trustee. The debt trustee may refuse to follow those directions in
specified circumstances. No delay or omission in exercising any right or remedy
will be treated as a waiver of the right, remedy or Event of Default.
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Before holders are allowed to bypass the debt trustee and bring a
lawsuit or other formal legal action or take other steps to enforce their rights
or protect their interests relating to the debt securities, the following must
occur:
o holders must give the debt trustee written notice that an Event
of Default has occurred and remains uncured;
o holders of at least 25% in principal amount of the outstanding
debt securities of a series must make a written request that the
debt trustee take action because of the default and must offer
the debt trustee indemnity satisfactory to the debt trustee
against the cost and other liabilities of taking that action;
o The debt trustee must have failed to take action for 60 days
after receipt of the notice and offer of indemnity; and
o holders of a majority in principal amount of the debt securities
of a series must not have given the debt trustee a direction
inconsistent with the above notice for a period of 60 days after
the debt trustee has received the notice.
However, holders are entitled at any time to bring a lawsuit for the
payment of money due on the debt securities on or after the due date.
Modification of the Indentures
The indentures provide that Viacom and the applicable debt trustee may,
without the consent of any holders of debt securities, enter into supplemental
indentures for the purposes, among other things, of:
o adding to Viacom's covenants;
o adding additional events of default;
o establishing the form or terms of any series of debt securities;
or
o curing ambiguities or inconsistencies in the indenture or making
other provisions.
With specific exceptions, the applicable indenture or the rights of the
holders of the debt securities may be modified by Viacom and the applicable debt
trustee with the consent of the holders of a majority in aggregate principal
amount of the debt securities of each series affected by the modification then
outstanding, but no modification may be made without the consent of the holder
of each outstanding debt security affected which would:
o change the maturity of any payment of principal of, or any
premium on, or any installment of interest on any debt security;
o change the terms of any sinking fund with respect to any debt
security;
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o reduce the principal amount of, or the interest or any premium
on, any debt security upon redemption or repayment at the option
of the holder;
o change any obligation of Viacom to pay additional amounts;
o change any place of payment where, or the currency in which, any
debt security or any premium or interest is payable;
o impair the right to sue for the enforcement of any payment on or
with respect to any debt security; or
o reduce the percentage in principal amount of outstanding debt
securities of any series required to consent to any supplemental
indenture, or consent to any waiver of compliance with provisions
of the applicable indenture or specific defaults and their
consequences provided for in the indenture, or otherwise modify
the sections in the indenture relating to these consents.
Defeasance and Covenant Defeasance
Viacom may elect either (i) to defease and be discharged from any and
all obligations with respect to the debt securities (except as otherwise
provided in the applicable indenture) ("defeasance") or (ii) to be released from
its obligations with respect to certain covenants that are described in the
applicable indenture ("covenant defeasance"), upon the deposit with the
appropriate debt trustee, in trust for such purpose, of money and/or government
obligations that through the payment of principal and interest in accordance
with their terms will provide money in an amount sufficient, without
reinvestment, to pay the principal of, premium, if any and interest on the debt
securities of such series to maturity or redemption, as the case may be, and any
mandatory sinking fund or analogous senior payments thereon. As a condition to
defeasance or covenant defeasance, Viacom must deliver to the debt trustee an
opinion of counsel to the effect that the holders of the debt securities of such
series will not recognize income, gain or loss for United States federal income
tax purposes as a result of such defeasance or covenant defeasance and will be
subject to United States federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such defeasance or
covenant defeasance had not occurred. Such opinion of counsel, in the case of
defeasance under clause (i) above, must refer to and be based upon a ruling of
the Internal Revenue Service or a change in applicable United States federal
income tax law occurring after the date of the Indenture.
Viacom may exercise its defeasance option with respect to the debt
securities of any series notwithstanding its prior exercise of its covenant
defeasance option. If Viacom exercises its defeasance option, payment of the
debt securities of such series may not be accelerated because of an event of
default. If Viacom exercises its covenant defeasance option, payment of the
securities of such series may not be accelerated by reference to any covenant
from which Viacom is released as described under clause (ii) above. However, if
acceleration were to occur for other reasons, the realizable value at the
acceleration date of the money and government obligations in the defeasance
trust could be less than the principal and interest then due on the debt
securities of such series, in that the required deposit in the defeasance trust
is based upon
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scheduled cash flows rather than market value, which will vary depending upon
interest rates and other factors.
Concerning the Debt Trustees
Viacom will identify the debt trustees in the relevant prospectus
supplement. In specific instances, Viacom or the holders of a majority of the
then outstanding principal amount of the debt securities issued under an
indenture may remove the debt trustee and appoint a successor debt trustee. The
debt trustee may become the owner or pledgee of any of the debt securities with
the same rights, subject to conflict of interest restrictions, it would have if
it were not the debt trustee. The debt trustee and any successor debt trustee
must be eligible to act as a trustee under the Section 310(a)(1) of the Trust
Indenture Act of 1939, and shall have a combined capital and surplus of at least
$50,000,000 and be subject to examination by federal or state authority. Subject
to applicable law relating to conflicts of interest, the debt trustee may also
serve as trustee under other indentures relating to debt securities issued by
Viacom or its affiliated companies and may engage in commercial transactions
with Viacom and its affiliated companies. The initial debt trustee under each
indenture is The Bank of New York.
Senior Debt Securities
In addition to the provisions previously described in this prospectus
and applicable to all debt securities, the following description of Viacom's
senior debt securities summarizes the general terms and provisions of its senior
debt securities to which any prospectus supplement may relate. Viacom will
describe the specific terms of the senior debt securities offered by any
prospectus supplement and the extent, if any, to which the general provisions
summarized below may apply to any series of its senior debt securities in the
prospectus supplement relating to that series.
Ranking of Senior Debt Securities. Unless specified otherwise in a
prospectus supplement for a particular series of debt securities, all series of
senior debt securities will be Viacom's senior indebtedness and will be direct,
unsecured obligations of Viacom ranking equally with all of Viacom's other
unsecured and unsubordinated indebtedness. The debt securities of Viacom will be
effectively subordinated to all existing and future liabilities, including
indebtedness, of Viacom's subsidiaries.
Senior Subordinated Debt Securities
In addition to the provisions previously described in this prospectus
and applicable to all debt securities, the following description of Viacom's
senior subordinated debt securities summarizes the general terms and provisions
of its senior subordinated debt securities to which any prospectus supplement
may relate. The specific terms of Viacom's senior subordinated debt securities
offered by any prospectus supplement and the extent, if any, to which the
general provisions summarized below may apply to any series of senior
subordinated debt securities will be described in the prospectus supplement
relating to that series.
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Subordination. The senior subordinated debt securities will be
subordinated in right of payment to Viacom's senior indebtedness to the extent
set forth in the applicable prospectus supplement.
The payment of the principal of, premium, if any, and interest on the
senior subordinated debt securities will be subordinated in right of payment to
the prior payment in full of all of Viacom's senior indebtedness. Viacom may not
make payment of principal of, premium, if any, or interest on the senior
subordinated debt securities and may not acquire, or make payment on account of
any sinking fund for, the senior subordinated debt securities unless full
payment of amounts then due for principal, premium, if any, and interest then
due on all senior indebtedness by reason of the maturity thereof has been made
or duly provided for in cash or in a manner satisfactory to the holders of the
senior indebtedness. In addition, the senior subordinated indenture provides
that if a default has occurred giving the holders of the senior indebtedness the
right to accelerate the maturity of that senior indebtedness, or an event has
occurred which, with the giving of notice, or lapse of time, or both, would
constitute an event of default, then unless and until that event has been cured
or waived or has ceased to exist, no payment of principal, premium, if any, or
interest on the senior subordinated debt securities and no acquisition of, or
payment on account of a sinking fund for, the senior subordinated debt
securities may be made. Viacom will give prompt written notice to the senior
subordinated trustee of any default under any senior indebtedness or under any
agreement pursuant to which senior indebtedness may have been issued. The senior
subordinated indenture provisions described in this paragraph, however, do not
prevent Viacom from making a sinking fund payment with senior subordinated debt
securities acquired prior to the maturity of senior indebtedness or, in the case
of default, prior to the default and notice thereof. Upon any distribution of
assets in connection with Viacom's dissolution, liquidation or reorganization,
all senior indebtedness must be paid in full before the holders of the senior
subordinated debt securities are entitled to any payments whatsoever. As a
result of these subordination provisions, in the event of Viacom's insolvency,
holders of the senior subordinated debt securities may recover ratably less than
the holders of Viacom's senior indebtedness.
For purposes of the description of the senior subordinated debt
securities, the term "senior indebtedness" means the principal of and premium,
if any, and interest on the following, whether outstanding on the date of
execution of the senior subordinated indenture or incurred or created after the
execution:
o Viacom's indebtedness for money borrowed by it, including
purchase money obligations with an original maturity in excess of
one year, or evidenced by securities, other than the senior
subordinated debt securities or junior subordinated debt
securities, notes, bankers' acceptances or other corporate debt
securities or similar instruments issued by Viacom;
o obligations with respect to letters of credit;
o obligations under Capitalized Leases (as defined below);
o any obligation of a third party if secured by a lien on Viacom's
assets;
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o Viacom's indebtedness constituting a guarantee of indebtedness of
others of the type referred to in the preceding two bullet
points; or
o renewals, extensions or refundings of any of the indebtedness
referred to in the preceding bullet points unless, in the case of
any particular indebtedness, renewal, extension or refunding,
under the express provisions of the instrument creating or
evidencing the same, or pursuant to which the same is
outstanding, the indebtedness or the renewal, extension or
refunding thereof is not superior in right of payment to the
senior subordinated debt securities.
As of September 30, 2000, a total of $11.4 billion of Viacom's
indebtedness was senior indebtedness.
Certain Definitions
The following definitions are applicable to the indentures:
"Capitalized Lease" means any obligation of a person to pay rent or
other amounts incurred with respect to real property or equipment acquired or
leased by such person and used in its business that is required to be recorded
as a capital lease in accordance with generally accepted accounting principles
consistently applied as in effect from time to time.
"Indebtedness" of any person means, without duplication (i) any
obligation of such person for money borrowed, (ii) any obligation of such person
evidenced by bonds, debentures, notes or other similar instruments, (iii) any
reimbursement obligation of such person in respect of letters of credit or other
similar instruments which support financial obligations which would otherwise
become Indebtedness, (iv) any obligation of such person under Capitalized Leases
(other than in respect of (x) telecommunications equipment including, without
limitation, satellite transponders, and (y) theme park equipment and
attractions), and (v) any obligation of any third party to the extent secured by
a Lien on the assets of such person; provided, however, that "Indebtedness" of
such person shall not include any obligation of such person (i) to any
Subsidiary of such person or to any person with respect to which such person is
a Subsidiary or (ii) specifically with respect to the production, distribution
or acquisition of motion pictures or other programming rights, talent or
publishing rights.
"Lien" means any pledge, mortgage, lien, encumbrance or other security
interest.
"Principal Property" means any parcel of real property and related
fixtures or improvements (other than telecommunications equipment, including,
without limitation, satellite transponders) owned by Viacom or any wholly owned
Subsidiary of Viacom and located in the United States, the aggregate book value
of which on the date of determination exceeds $1.0 billion, other than any such
real property and related fixtures or improvements which, as determined in good
faith by the board of directors of Viacom, is not of material importance to the
total business conducted by Viacom and its Subsidiaries, taken as a whole.
"Restricted Subsidiary" means a corporation, all of the outstanding
voting stock of which is owned, directly or indirectly, by Viacom or by one or
more of its Subsidiaries, or by Viacom
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and one or more of its Subsidiaries, which is incorporated under the laws of a
State of the United States, and which owns a Principal Property.
"Subsidiary" of any person means (i) a corporation, a majority of the
outstanding voting stock of which is at the time, directly or indirectly, owned
by such person, by one or more Subsidiaries of such person, or by such person
and one or more Subsidiaries thereof or (ii) any other person (other than a
corporation), including, without limitation, a partnership or joint venture, in
which such person, one or more Subsidiaries thereof, or such person and one or
more Subsidiaries thereof, directly or indirectly, at the date of determination
thereof, has at least a majority ownership interest entitled to vote in the
election of directors, managers or trustees thereof (or other person performing
similar functions).
DESCRIPTION OF PREFERRED STOCK
The following description sets forth certain general terms of preferred
stock which Viacom may issue. The terms of any series of the preferred stock
will be described in the applicable prospectus supplement relating to the
preferred stock being offered. The description set forth below and in any
prospectus supplement is not complete, and is subject to, and qualified in its
entirety by reference to, Viacom's restated certificate of incorporation and the
certificate of designations relating to each particular series of the preferred
stock, which was or will be filed with the SEC at or before the issuance of the
series of preferred stock.
Terms of the Preferred Stock
Under Viacom's restated certificate of incorporation, Viacom is
authorized to issue up to 25,000,000 shares of preferred stock, par value $0.01
per share. The Board of Directors of Viacom has the authority, without approval
of the stockholders, to issue all of the shares of preferred stock which are
currently authorized in one or more series and to fix the number of shares and
the rights, preferences, privileges, qualifications, restrictions and
limitations of each series. As of September 30, 2000, Viacom had 25,000,000
shares of preferred stock available for issuance.
The applicable prospectus supplement will describe the terms of each
series of preferred stock, including, where applicable, the following:
o the designation, stated value, liquidation preference and number
of shares offered;
o the offering price or prices;
o the dividend rate or rates, or method of calculation, the
dividend periods, the date on which dividends shall be payable
and whether dividends are cumulative or noncumulative and, if
cumulative, the dates from which dividends begin to cumulate;
o any redemption or sinking fund provisions;
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o any conversion or exchange provisions;
o any voting rights;
o whether the preferred stock will be issued in certificated or
book-entry form;
o whether the preferred stock will be listed on a national
securities exchange;
o information with respect to any book-entry procedures; and
o any additional rights, preferences, privileges, limitations and
restrictions of the preferred stock which are not inconsistent
with the provisions of the restated certificate of incorporation.
The preferred stock will be, when issued against payment, fully paid
and nonassessable. Holders will have no preemptive rights to subscribe for any
additional securities which Viacom may issue. Unless otherwise specified in the
applicable prospectus supplement, the shares of each series of preferred stock
will rank equally with all other outstanding series of preferred stock issued by
Viacom as to payment of dividends, other than with respect to cumulation of
dividends, and as to the distribution of assets upon liquidation, dissolution,
or winding up of Viacom. As of September 30, 2000, there were no shares of
Viacom's Preferred Stock outstanding. Each series of preferred stock will rank
senior to the common stock, and any other stock of Viacom that is expressly made
junior to that series of preferred stock.
Unless otherwise specified in the applicable prospectus supplement, The
Bank of New York, will be the transfer agent, dividend disbursing agent and
registrar for the shares of the preferred stock.
Viacom's rights and the rights of holders of Viacom securities,
including the holders of preferred stock, to participate in the distribution of
assets of any subsidiary of Viacom upon its liquidation or recapitalization will
be subject to the prior claims of the subsidiary's creditors and preferred
stockholders, except to the extent Viacom may itself be a creditor with
recognized claims against the subsidiary or a holder of preferred stock of the
subsidiary.
Dividends and Distributions
Holders of shares of the preferred stock will be entitled to receive,
as, if and when declared by the Board of Directors of Viacom or a duly
authorized committee of the Board of Directors, out of funds legally available
for the payment of dividends, cash dividends at the rate set forth in, or
calculated in accordance with the formula set forth in, the prospectus
supplement relating to the preferred stock being offered.
Dividends on the preferred stock may be cumulative or noncumulative as
provided in the applicable prospectus supplement. Dividends on the cumulative
preferred stock will accumulate from the date of original issue and will be
payable quarterly in arrears on the dates specified in the applicable prospectus
supplement. If any date so specified as a dividend payment date is not a
business day, declared dividends on the preferred stock will be paid on the
immediately succeeding business day, without interest. The applicable prospectus
supplement will set forth
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the applicable dividend period with respect to a dividend payment date. If the
Board of Directors of Viacom or a duly authorized committee of the Board of
Directors fails to declare a dividend on any series of noncumulative preferred
stock for any dividend period, Viacom will have no obligation to pay a dividend
for that period, whether or not dividends on that series of noncumulative
preferred stock are declared for any future dividend period. Unless otherwise
specified in the applicable prospectus supplement, dividends on the preferred
stock will be payable to record holders as they appear on the stock books of
Viacom on each record date, not more than 30 nor less than 15 days preceding the
applicable payment date, as shall be fixed by the Board of Directors of Viacom
or a duly authorized committee of the Board of Directors.
No dividends will be declared or paid or set apart for payment on the
preferred stock of any series ranking, as to dividends, equally with or junior
to any other series of preferred stock for any period unless dividends have been
or are contemporaneously declared and paid or declared and a sum sufficient for
the payment of those dividends has been set apart for:
o in the case of cumulative preferred stock, all dividend periods
terminating on or before the date of payment of full cumulative
dividends; or
o in the case of noncumulative preferred stock, the immediately
preceding dividend period.
When dividends are not paid in full upon any series of preferred stock,
and any other preferred stock ranking equally as to dividends with that series
of preferred stock, all dividends declared upon shares of that series of
preferred stock and any other preferred stock ranking equally as to dividends
will be declared pro rata so that the amount of dividends declared per share on
that series of preferred stock and any other preferred stock ranking equally as
to dividends will in all cases bear to each other the same ratio that accrued
dividends per share on the shares of that series of preferred stock and the
other preferred stock bear to each other. In the case of noncumulative preferred
stock, any accrued dividends described in the immediately preceding paragraph
will not include any cumulation in respect of unpaid dividends for prior
dividend periods.
Except as provided in the immediately preceding paragraph, unless full
dividends on all outstanding shares of any series of preferred stock have been
declared and paid, in the case of a series of cumulative preferred stock, for
all past dividend periods, or in the case of noncumulative preferred stock, for
the immediately preceding dividend period, Viacom may not declare dividends or
pay or set aside for payment or other distribution on any of its capital stock
ranking junior to or equally with that series of preferred stock as to dividends
or upon liquidation, other than dividends or distributions paid in shares of, or
options, warrants or rights to subscribe for or purchase shares of, the common
stock of Viacom or other capital stock of Viacom ranking junior to that series
of preferred stock as to dividends and upon liquidation, and other than in
connection with the distribution or trading of any of its capital stock, Viacom
may not redeem, purchase or otherwise acquire any of its capital stock ranking
junior to or equally with that series of preferred stock as to dividends or upon
liquidation, for any consideration or any moneys paid to or made available for a
sinking fund for the redemption of any shares of any of its capital stock,
except by conversion or exchange for capital stock of Viacom ranking junior to
that series of preferred stock as to dividends and upon liquidation.
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Unless otherwise specified in the applicable prospectus supplement, the
amount of dividends payable for any period shorter than a full dividend period
shall be computed on the basis of twelve 30-day months, a 360-day year and the
actual number of days elapsed in any period of less than one month.
Liquidation Preference
Upon any voluntary or involuntary liquidation, dissolution or winding
up of Viacom, the holders of the preferred stock will have preference and
priority over the common stock of Viacom and any other class of stock of
Viacom ranking junior to the preferred stock upon liquidation, dissolution or
winding up, for payments out of or distributions of the assets of Viacom or
proceeds from any liquidation, whether from capital or surplus, of the amount
per share set forth in the applicable prospectus supplement plus all accrued and
unpaid dividends, whether or not earned or declared, to the date of final
distribution to such holders. After any liquidating payment, the holders of
preferred stock will be entitled to no other payments. If, in the case of any
liquidation, dissolution or winding up of Viacom, the assets of Viacom or the
proceeds from any liquidation should be insufficient to make the full
liquidation payment in the amount per share set forth in the applicable
prospectus supplement relating to a series of preferred stock, plus all accrued
and unpaid dividends on that preferred stock, and liquidating payments on any
other preferred stock ranking as to liquidation, dissolution or winding up
equally with that preferred stock, then any assets and proceeds will be
distributed among the holders of the preferred stock and any other preferred
stock ratably in accordance with the respective amounts which would be payable
on those shares of preferred stock and any other preferred stock if all amounts
payable were paid in full. In the case of noncumulative preferred stock, accrued
and unpaid dividends will not include cumulation of unpaid dividends from prior
dividend periods. A consolidation or merger of Viacom with one or more
corporations will not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary, of Viacom.
Redemption
If specified in the prospectus supplement relating to a series of
preferred stock being offered, Viacom may, at its option, at any time or from
time to time on not less than 30 nor more than 60 days notice, redeem that
series of preferred stock, in whole or in part, at the redemption prices and on
the dates set forth in the applicable prospectus supplement.
If less than all outstanding shares of a series of preferred stock are
to be redeemed, the selection of the shares to be redeemed shall be determined
by lot or pro rata as may be determined to be equitable by the Board of
Directors of Viacom or a duly authorized committee of the Board of Directors.
From and after the redemption date, unless Viacom is in default in providing for
the payment of the redemption price, dividends shall cease to accrue on the
shares of that series of preferred stock called for redemption and all rights of
the holders shall cease, other than the right to receive the redemption price.
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Voting Rights
Unless otherwise described in the applicable prospectus supplement,
holders of the preferred stock will have no voting rights except as set forth
below or as otherwise required by law.
Whenever dividends payable on the preferred stock are in arrears for a
number of dividend periods, whether or not consecutive, which in the aggregate
is equivalent to six calendar quarters, the holders of outstanding shares of the
preferred stock, voting as a class with holders of shares of all other series of
preferred stock ranking equally with the preferred stock either as to dividends
or the distribution of assets upon liquidation, dissolution or winding up and
upon which like voting rights have been conferred and are exercisable, will be
entitled to vote for the election of two additional directors on the terms set
forth below. These voting rights will continue, in the case of any series of
cumulative preferred stock, until all past dividends accumulated on shares of
cumulative preferred stock are paid in full and, in the case of noncumulative
preferred stock, until all dividends on shares of noncumulative preferred stock
are paid in full for at least one calendar year. Upon payment in full of these
dividends, the voting rights will terminate except as expressly provided by law.
These voting rights are subject to re-vesting in the event of each and every
subsequent default in the payment of dividends. Holders of all series of
preferred stock which are granted these voting rights and which rank equally
with the preferred stock will vote as a class, and, unless otherwise specified
in the applicable prospectus supplement, each holder of shares of the preferred
stock will have one vote for each share of stock held and each other series will
have the number of votes, if any, for each share of stock held as may be granted
to them. In the event that the holders of shares of the preferred stock are
entitled to vote as described in this paragraph, the Board of Directors of
Viacom will be increased by two directors, and the holders of the preferred
stock will have the exclusive right as members of that class, as outlined above,
to elect two directors at the next annual meeting of stockholders.
Upon termination of the right of the holders of the preferred stock to
vote for directors as discussed in the preceding paragraph, the term of office
of all directors then in office elected by those holders will terminate
immediately. Whenever the term of office of the directors elected by those
holders ends and the related special voting rights expire, the number of
directors will automatically be decreased to the number of directors as would
otherwise prevail.
So long as any shares of preferred stock remain outstanding, Viacom
shall not, without the affirmative vote or consent of the holders of at least
two-thirds of the shares of the preferred stock outstanding at the time, voting
as a class with all other series of preferred stock ranking equally with the
preferred stock either as to dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting rights have
been conferred and are exercisable, given in person or by proxy, either in
writing or at a meeting:
o authorize, create or issue, or increase the authorized or issued
amount of, any class or series of stock ranking senior to the
preferred stock with respect to
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payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up of Viacom; or
o amend, alter or repeal, whether by merger, consolidation or
otherwise, the provisions of Viacom's restated certificate of
incorporation or the certificate of designations of the preferred
stock so as to materially and adversely affect any right,
preference, privilege or voting power of the preferred stock or
the holders of the preferred stock;
provided, however, that any increase in the amount of authorized preferred stock
or the creation and issuance, or an increase in the authorized or issued amount,
of other series of preferred stock, or any increase in the amount of authorized
shares of preferred stock, in each case ranking equally with or junior to the
preferred stock with respect to the payment of dividends and the distribution of
assets upon liquidation, dissolution or winding of Viacom up will not be deemed
to materially and adversely affect these rights, preferences, privileges or
voting powers.
The foregoing voting provisions will not apply if all outstanding
shares of preferred stock have been redeemed or sufficient funds have been
deposited in trust to effect such a redemption which is scheduled to be
consummated within three months after the time that such rights would otherwise
be exercisable.
Conversion or Exchange Rights
The prospectus supplement relating to a series of preferred stock that
is convertible or exchangeable will state the terms on which shares of that
series are convertible or exchangeable into common stock, another series of
preferred stock or debt securities.
DESCRIPTION OF COMMON STOCK
The authorized common stock of Viacom consists of 500,000,000 shares of
Viacom Class A common stock and 3,000,000,000 shares of Viacom Class B common
stock. Viacom is not registering with the SEC and is therefore not permitted to
offer or sell any shares of Viacom Class A Common Stock pursuant to the
registration statement of which this prospectus is a part.
Viacom Class A Common Stock
As of September 30, 2000, there were approximately 138,900,000 shares
of Viacom Class A common stock issued and outstanding. Shares of Viacom Class A
Common Stock are not redeemable. Holders of shares of Viacom Class A Common
Stock are entitled to one vote per share.
Viacom Class B Common Stock
Viacom Class B Common Stock has rights, privileges, limitations,
restrictions and qualifications identical to Viacom Class A Common Stock except
that shares of Viacom Class B Common Stock have no voting rights other than
those required by the Delaware General Corporation Law. As of September 30,
2000, there were approximately 1,453,500,000 shares of Viacom Class B Common
Stock issued and outstanding. Shares of Viacom Class B Common Stock are not
redeemable.
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<PAGE>
Voting and Other Rights of Viacom Common Stock
Voting Rights. Under Viacom's restated certificate of incorporation,
except as noted below or otherwise required by the Delaware General Corporation
Law, holders of the outstanding shares of Viacom Class A Common Stock vote
together with the holders of the outstanding shares of all other classes of
capital stock of Viacom entitled to vote, without regard to class. At the
present time, however, there are no outstanding shares of any other class of
capital stock of Viacom entitled to vote. Under Viacom's restated certificate of
incorporation:
o each holder of an outstanding share of Viacom Class A Common
Stock is entitled to cast one vote for each share registered in
the name of the holder and
o the affirmative vote of the holders of a majority of the
outstanding shares of Viacom Class A Common Stock is necessary to
approve any consolidation or merger of Viacom with or into
another corporation pursuant to which shares of Viacom Class A
Common Stock would be converted into or exchanged for any
securities or other consideration.
A holder of an outstanding share of Viacom Class B Common Stock is not
entitled to vote on any question presented to the shareholders of Viacom,
including but not limited to whether to increase or decrease, but not below the
number of shares then outstanding, the number of authorized shares of Viacom B
Common Stock. However, under the Delaware General Corporation Law, a holder of
an outstanding share of Viacom Class B Common Stock is entitled to vote on any
proposed amendment to Viacom's restated certificate of incorporation, if the
amendment will increase or decrease the par value of the shares of Viacom Class
B Common Stock, or alter or change the powers, preferences or special rights of
the shares of Viacom Class B Common Stock so as to affect them adversely.
Subject to the foregoing, any future change in the number of authorized shares
of Viacom Class B Common Stock or any consolidation or merger of Viacom with or
into another corporation pursuant to which shares of Viacom Class B Common Stock
would be converted into or exchanged for any securities or other consideration
could be consummated with the approval of the holders of a majority of the
outstanding shares of Viacom Class A Common Stock and without any action by the
holders of shares of Viacom Class B Common Stock.
Dividends. Subject to the rights and preferences of any outstanding
preferred stock, dividends on Viacom Class A Common Stock and Viacom Class B
Common Stock are payable equally on shares of Class A Common Stock and Class B
Common Stock out of the funds of Viacom legally available therefore when, as and
if declared by the Viacom Board.
Rights in Liquidation. In the event Viacom is liquidated, dissolved or
wound up, whether voluntarily or involuntarily, the net assets of Viacom would
be divided ratably among the holders of the then outstanding shares of Viacom
Class A Common Stock and Viacom Class B Common Stock after payment or provision
for payment of the full preferential amounts to which the holders of any series
of preferred stock of Viacom then issued and outstanding would be entitled.
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<PAGE>
Split, Subdivision or Combination. If Viacom splits, subdivides or
combines the outstanding shares of Viacom Class A Common Stock or Viacom Class B
Common Stock, the outstanding shares of the other class of Viacom common stock
shall be proportionally split, subdivided or combined in the same manner and on
the same basis as the outstanding shares of the other class of Viacom common
stock have been split, subdivided or combined.
Preemptive Rights. Shares of Viacom Class A Common Stock and Viacom
Class B Common Stock do not entitle a holder to any preemptive rights enabling a
holder to subscribe for or receive shares of stock of any class or any other
securities convertible into shares of stock of any class of Viacom. The Viacom
Board possesses the power to issue shares of authorized but unissued Viacom
Class A Common Stock and Viacom Class B Common Stock without further shareholder
action, subject to the requirements of applicable law and stock exchanges,
unless National Amusements, Inc. would no longer hold a majority or other
outstanding shares of voting stock of Viacom as a result of the issuance. The
number of authorized shares of Viacom Class A Common Stock and Viacom Class B
Common Stock could be increased with the approval of the holders of a majority
of the outstanding shares of Viacom Class A Common Stock and without any action
by the holders of shares of Viacom Class B Common Stock.
Trading Market. The outstanding shares of Viacom Class A Common Stock
and Viacom Class B Common Stock are listed for trading on the NYSE. The
registrar and transfer agent for Viacom common stock is The Bank of New York.
Alien Ownership. Viacom's restated certificate of incorporation
provides that Viacom may prohibit the ownership or voting of a percentage of its
equity securities in order to ensure compliance with the requirements of the
Communications Act.
DESCRIPTION OF WARRANTS
Viacom may issue warrants for the purchase of its senior debt
securities, senior subordinated debt securities, or shares of preferred stock.
Warrants may be issued independently or together with any senior debt
securities, senior subordinated debt securities or shares of preferred stock
offered by any prospectus supplement and may be attached to or separate from the
senior debt securities, senior subordinated debt securities or shares of
preferred stock. The warrants are to be issued under warrant agreements to be
entered into between Viacom and The Bank of New York, as warrant agent, or such
other bank or trust company as is named in the prospectus supplement relating to
the particular issue of warrants. The warrant agent will act solely as an agent
of Viacom in connection with the warrants and will not assume any obligation or
relationship of agency or trust for or with any holders of warrants or
beneficial owners of warrants.
General
If warrants are offered, the prospectus supplement will describe the
terms of the warrants, including the following:
o the offering price;
o the currency, currencies or currency units for which warrants may
be purchased;
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<PAGE>
o the designation, aggregate principal amount, currency, currencies
or currency units and terms of the senior debt securities or
senior subordinated debt securities purchasable upon exercise of
the debt warrants and the price at which the senior debt
securities or senior subordinated debt securities may be
purchased upon such exercise;
o the designation, number of shares and terms of the preferred
stock purchasable upon exercise of the preferred stock warrants
and the price at which the shares of preferred stock may be
purchased upon such exercise;
o if applicable, the designation and terms of the senior debt
securities, senior subordinated debt securities or preferred
stock with which the warrants are issued and the number of
warrants issued with each senior debt securities, senior
subordinated debt security or share of preferred stock;
o if applicable, the date on and after which the warrants and the
related senior debt securities, senior subordinated debt
securities or preferred stock will be separately transferable;
o the date on which the right to exercise the warrants will
commence and the date on which the right will expire;
o whether the warrants will be issued in registered or bearer form;
o a discussion of the federal income tax, accounting and other
special considerations, procedures and limitations relating to
the warrants; and
o any other terms of the warrants.
Warrants may be exchanged for new warrants of different denominations,
may, if in registered form, be presented for registration of transfer, and may
be exercised at the corporate trust office of the warrant agent or any other
office indicated in the prospectus supplement. Before the exercise of their
warrants, holders of warrants will not have any of the rights of holders of the
various securities purchasable upon the exercise, including the right to receive
payments of principal of, any premium on, or any interest on, the senior debt
securities or senior subordinated debt securities purchasable upon the exercise
or to enforce the covenants in the senior indenture or the senior subordinated
indenture or to receive payments of dividends, if any, on the preferred stock
purchasable upon their exercise or to exercise any applicable right to vote. If
Viacom maintains the ability to reduce the exercise price of any preferred stock
warrant and the right is triggered, it will comply with federal securities laws,
including Rule 13e-4 under the Exchange Act, to the extent applicable.
Exercise of Warrants
Each warrant will entitle the holder to purchase a principal amount of
senior debt securities, senior subordinated debt securities or a number of
shares of preferred stock at the exercise price as will in each case be set
forth in, or calculable from, the prospectus supplement
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<PAGE>
relating to the warrant. Warrants may be exercised at the times that are set
forth in the prospectus supplement relating to the warrants. After the close of
business on the date on which the warrant expires, or any later date to which
Viacom may extend the expiration date, unexercised warrants will become void.
Subject to any restrictions and additional requirements that may be set
forth in the prospectus supplement relating thereto, warrants may be exercised
by delivery to the warrant agent of the certificate evidencing the warrants
properly completed and duly executed and of payment as provided in the
prospectus supplement of the amount required to purchase the senior debt
securities, senior subordinated debt securities or shares of preferred stock
purchasable upon the exercise. The exercise price will be the price applicable
on the date of payment in full, as set forth in the prospectus supplement
relating to the warrants. Upon receipt of the payment and the certificate
representing the warrants to be exercised, properly completed and duly executed
at the corporate trust office of the warrant agent or any other office indicated
in the prospectus supplement, Viacom will, as soon as practicable, issue and
deliver the senior debt securities, senior subordinated debt securities or
shares of preferred stock purchasable upon the exercise. If fewer than all of
the warrants represented by a certificate are exercised, a new certificate will
be issued for the remaining amount of warrants.
Additional Provisions
The exercise price payable and the number of shares of preferred stock
purchasable upon the exercise of each stock warrant will be subject to
adjustment in specific events, including the issuance of a stock dividend to
holders of preferred stock, respectively, or a combination, subdivision or
reclassification or preferred stock, respectively. In lieu of adjusting the
number of shares of preferred stock purchasable upon exercise of each stock
warrant, Viacom may elect to adjust the number of preferred stock warrants. No
adjustment in the number of shares purchasable upon exercise of the preferred
stock warrants will be required until cumulative adjustments require an
adjustment of at least 1% thereof. Viacom may, at its option, reduce the
exercise price at any time. No fractional shares will be issued upon exercise of
preferred stock warrants, but Viacom will pay the cash value of any fractional
shares otherwise issuable. In case of any consolidation, merger, or sale or
conveyance of the property of Viacom as an entirety or substantially as an
entirety, the holder of each outstanding preferred stock warrant will have the
right upon the exercise to the kind and amount of shares of stock and other
securities and property, including cash, receivable by a holder of the number of
shares of preferred stock into which the stock warrants were exercisable
immediately prior thereto.
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<PAGE>
No Rights as Shareholders
Holders of preferred stock warrants will not be entitled, by virtue of
being the holders, to vote, to consent, to receive dividends, to receive notice
as shareholders with respect to any meeting of shareholders for the election of
Viacom's directors or any other matter, or to exercise any rights whatsoever as
its shareholders.
PLAN OF DISTRIBUTION
We may sell the securities in any of three ways (or in any
combination): (a) through underwriters or dealers; (b) directly to a limited
number of purchasers or to a single purchaser; or (c) through agents. The
prospectus supplement will set forth the terms of the offering of such
securities, including:
o the name or names of any underwriters, dealers or agents and the
amounts of securities underwritten or purchased by each of them;
o the offering price of the securities and the proceeds to us and
any discounts, commissions or concessions allowed or reallowed or
paid to dealers; and
o any securities exchanges on which the securities may be listed.
Any offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale of any securities, the securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be either offered to the public through
underwriting syndicates represented by managing underwriters, or directly by
underwriters. Generally, the underwriters' obligations to purchase the
securities will be subject to certain conditions precedent. The underwriters
will be obligated to purchase all of the securities if they purchase any of the
securities.
We may sell the securities through agents from time to time. The
prospectus supplement will name any agent involved in the offer or sale of the
securities and any commissions we pay to them. Generally, any agent will be
acting on a best efforts basis for the period of its appointment.
We may authorize underwriters, dealers or agents to solicit offers by
certain purchasers to purchase the securities from Viacom at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
The contracts will be subject only to those conditions set forth in the
prospectus supplement, and the prospectus supplement will set forth any
commissions we pay for soliciting these contracts.
Agents and underwriters may be entitled to indemnification by us
against certain civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments which the agents or
underwriters may be required to make in respect thereof. Agents
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<PAGE>
and underwriters may be customers of, engage in transactions with, or perform
services for us in the ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with the securities will be passed
on for Viacom by Shearman & Sterling, New York, New York.
EXPERTS
Our financial statements incorporated in this prospectus by reference
from our Annual Report on Form 10-K for the year ended December 31, 1999, as
amended on April 28, 2000, have been audited by PricewaterhouseCoopers LLP,
independent accountants, as stated in their report, which is incorporated herein
by reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of CBS as of December 31, 1999
and 1998, and for each of the years in the three-year period ended December 31,
1999, have been audited by KPMG LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
The financial statements of Infinity as of December 31, 1999 and 1998
and for each of the years in the three-year period ended December 31, 1999,
incorporated in this prospectus by reference from Item 8 of Infinity's Annual
Report on Form 10-K for the year ended December 31, 1999, have been audited by
KPMG LLP, independent auditors as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
29
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses payable by Viacom
in connection with the sale of the securities being registered hereby. All
amounts are estimates except the registration fee.
Amount to
be Paid
Legal fees and expenses ............................... $ 650,000
Blue Sky fees ......................................... 50,0000
Registration fee....................................... 1,250,000
Printing............................................... 500,000
Trustee fees........................................... 100,000
Rating agency fees..................................... 1,000,000
Accounting fees and expenses........................... 100,000
Miscellaneous.......................................... 100,000
---------------
TOTAL.................................................. $ 3,750,000
===============
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any of its directors or officers who was or is a party,
or is threatened to be made a party, to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe that such person's conduct was unlawful. In
a derivative action, i.e., one by or in the right of a corporation, the
corporation is permitted to indemnify directors and officers against expenses
(including attorneys' fees) actually and reasonably incurred by them in
connection with the defense or settlement of an action or suit if they acted in
good faith and in a manner that they reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification shall
be made if such person shall have been adjudged liable to the corporation,
unless and only to the extent that the court in which the action or suit was
brought shall determine upon application that the defendant directors or
officers are fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Expenses, including attorneys' fees, incurred by any such person in
defending any such action, suit or proceeding may be paid or reimbursed by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt by it of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the corporation.
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<PAGE>
Delaware law does not permit a corporation to indemnify persons against
judgments in actions brought by or in the right of the corporation unless the
Delaware Court of Chancery approves the indemnification.
Viacom's restated certificate of incorporation provides that each
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, because that person is or was a Viacom director
or officer or is or was serving at Viacom's request as a director or officer of
another entity, shall be indemnified and held harmless by Viacom to the fullest
extent permitted by Delaware law. This right to indemnification also includes
the right to be paid by Viacom the expenses incurred in connection with that
proceeding in advance of its final disposition to the fullest extent authorized
by Delaware law. This right to indemnification is a contract right. Viacom's
restated certificate of incorporation authorizes its Board of Directors to
indemnify any of Viacom's employees or agents to the extent approved by the
Board of Directors and authorized under Delaware law.
Viacom intends to purchase and maintain insurance on behalf of any
person who is or was one of its directors, officers, employees or agents, or is
or was serving at the request of Viacom as a director, officer, employee or
agent of another entity against any liability asserted against him or her and
incurred by him or her in that capacity, or arising out of his or her status as
such, whether or not Viacom would have the power or the obligation to indemnify
him or her against that liability under the provisions of the restated
certificate of incorporation of Viacom.
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective
amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in
II-2
<PAGE>
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) 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;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(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 registrants hereby understand that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 of 1933 may be permitted to directors, officers
and controlling persons of the registrants pursuant to the
foregoing provisions, or otherwise, the registrants have been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 registrants will, unless in the opinion of
their 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 of 1933 and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 26th day of December, 2000.
VIACOM INC.
By: /s/ SUMNER REDSTONE
--------------------------------
Name: Sumner M. Redstone
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board of Directors, December 26, 2000
/s/ SUMNER M. REDSTONE Chief Executive Officer and Director
-------------------------- (Principal Executive Officer)
Sumner M. Redstone
/s/ FREDRIC G. REYNOLDS
-------------------------- Executive Vice President and December 26, 2000
Fredric G. Reynolds Chief Financial Officer (Principal
Financial Officer)
/s/ SUSAN C. GORDON
-------------------------- Vice President, Controller and December 26, 2000
Susan C. Gordon Chief Accounting Officer (Principal
Accounting Officer)
*
-------------------------- Director
George S. Abrams
*
-------------------------- Director
David R. Andelman
*
-------------------------- Director
George H. Conrades
*
-------------------------- Director
Philippe P. Dauman
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
-------------------------- Director
William H. Gray III
*
-------------------------- Director
Mel Karmazin
*
-------------------------- Director
Jan Leschly
*
-------------------------- Director
David T. McLaughlin
*
-------------------------- Director
Leslie Moonves
*
-------------------------- Director
Brent D. Redstone
*
-------------------------- Director
Shari Redstone
*
-------------------------- Director
Frederic V. Salerno
*
-------------------------- Director
William Schwartz
*
-------------------------- Director
Ivan Seidenberg
*
-------------------------- Director
Patty Stonesifer
*
-------------------------- Director
Robert D. Walter
*By: /s/ MICHAEL D. FRICKLAS
-------------------------- December 26, 2000
Michael D. Fricklas,
Attorney-in-Fact
For the Directors
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit No. Document
----------- --------
1.1 Form of Underwriting Agreement.*
4.1 Form of Senior Indenture among Viacom Inc. and The Bank of New
York, as senior trustee.
4.2 Form of Senior Subordinated Indenture among Viacom Inc. and The
Bank of New York, as trustee.
4.3 Form of Debt Warrant Agreement.
4.4 Form of Preferred Stock Warrant Agreement Provisions.
5.1 Opinion of Shearman & Sterling regarding the senior debt
securities, the senior subordinated debt securities, the
preferred stock and the warrants.
12.1 Statement regarding computation of Consolidated Ratio of Earnings
to Fixed Charges.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of KPMG LLP.
23.4 Consent of Shearman & Sterling (included in Exhibit 5.1).
24.1 Powers of Attorney.
25.1 Statement of Eligibility on Form T-1 of Bank of New York,
as senior trustee.
25.2 Statement of Eligibility on Form T-1 of Bank of New York,
as senior subordinated trustee.
-----------------------------
* To be filed by amendment.
II-6
