As filed with the Securities and Exchange Commission on June 15, 2001
Registration No. 333-
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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. [ ]
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. [ ]
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Registration Fee
Securities to be Registered registered Unit(1) Price(1)
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Class B common stock, par value $0.01..... 3,299,000 shares $54.47 $179,696,530 $44,924.13
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(1) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(c)
under the Securities Act and based upon the average of the high and low
trading price for the Class B common stock on the New York Stock Exchange
on June 14, 2001.
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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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.
Subject To Completion
Preliminary Prospectus, dated June 15, 2001
PROSPECTUS
----------
3,299,000 Shares
VIACOM INC.
Class B Common Stock
The selling stockholders may offer from time to time an aggregate of up to
3,299,000 shares of our Class B common stock. We will not receive any proceeds
from the sale of our Class B common stock.
The selling stockholders may offer their shares through public or private
transactions, on or off the New York Stock Exchange, at prevailing market prices
or at privately negotiated prices.
Our Class B common stock trades on the New York Stock Exchange under the
symbol "VIA.B". On June 14, 2001, the last reported sale price of our Class B
common stock was $54.00 per share.
Investing in our common stock involves risks, see "Risk Factors" beginning
on page 1.
________________________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
________________________________
The date of this prospectus is June , 2001
TABLE OF CONTENTS
Page
----
RISK FACTORS............................................... 1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS.. 5
WHERE YOU CAN FIND MORE INFORMATION........................ 7
VIACOM..................................................... 8
USE OF PROCEEDS............................................ 8
SELLING STOCKHOLDERS....................................... 9
DESCRIPTION OF COMMON STOCK................................ 10
PLAN OF DISTRIBUTION....................................... 12
LEGAL MATTERS.............................................. 13
EXPERTS.................................................... 13
In this prospectus we use the term "Viacom" to refer to Viacom Inc. The
terms "we," "us," and "our" refer to Viacom. References to "$" and "dollars"
are to United States dollars.
You should rely only on the information contained in or incorporated by
reference in this prospectus. Neither we nor the selling stockholders have
authorized anyone to provide you with different information. If anyone provides
you with different or additional information, you should not rely on it. 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. The selling stockholders are not
making an offer of these securities in any state where the offer is not
permitted.
i
RISK FACTORS
You should carefully consider the following risks and the other information
contained in this prospectus before making a decision to purchase our Class B
common stock.
If any event arising from these risk factors occurs, our business,
financial condition and results of operations or cash flows could be materially
adversely affected. In such case, the market price of our Class B common stock
could decline.
Expenditures by Advertisers Tend to Be Cyclical and Dependent on the Economic
Prospects of Advertisers and the Economy in General Which Could Cause Viacom's
Revenues from Advertisements to Decline Significantly in Any Given Period
Generally or in Specific Markets
Viacom derives a substantial portion of its revenues from the sale of
advertising on its over-the-air networks, television stations, basic cable
networks, radio stations and outdoor businesses. Expenditures by advertisers
tend to be cyclical, reflecting overall economic conditions as well as budgeting
and buying patterns. A decline in the economic prospects of advertisers or the
economy in general could alter current or prospective advertisers' spending
priorities or increase the time it takes to close a sale with Viacom's
advertisers. This could cause revenues of Viacom from advertisements to decline
significantly in any given period. In addition, because a substantial portion
of Viacom's revenues will be derived from local advertisers, Viacom's ability to
generate advertising revenues in specific markets could be adversely affected by
local or regional economic downturns.
Mr. Redstone, Chairman and Chief Executive Officer of Viacom, Will Continue to
Be the Controlling Stockholder of Viacom and Will Therefore Determine the
Outcome of Most Stockholder Votes
National Amusements, Inc., which is controlled by Mr. Redstone, owns
approximately 68% of the voting power of all outstanding shares of Viacom stock.
Mr. Redstone, through his control of National Amusements, will be able to
determine the outcome of all Viacom corporate actions requiring stockholder
approval except actions that under Delaware law require a class vote of the
holders of Viacom Class B common stock.
Competitive Developments and Technologies May Adversely Affect Viacom Future
Market Share of Entertainment Audiences and Customers, Which in Turn May Affect
Viacom's Advertising Revenues and Profitability
Film and Television Production. A large number of motion picture
exhibitors have recently experienced severe cash shortages, resulting in a
number of bankruptcies. The weak financial condition of these exhibitors and/or
consolidation of ownership following the bankruptcies could have an adverse
effect on the terms of distribution and the available number of
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motion picture venues for exhibitions. The television and motion picture
industry has experienced cycles of increased competition and increased costs of
talent and other production costs. In addition, television and movie producers
are indirectly affected by changes in viewership of broadcast and cable
networks, the amount of broadcast time available on local stations for
syndicated television programs and, for movies, the relative success of
different forms of distribution, such as home video, pay television and network
television, each of which have different profitability to producers. There can
be no assurance that developments in these areas will not adversely affect the
profitability of Viacom.
In seeking to limit the financial exposure of its motion pictures business,
Viacom has pursued a strategy with respect to a number of films by entering into
agreements to distribute such films produced and/or financed, in whole or in
part, with other parties. The parties to these arrangements include studio and
non-studio entities, both domestic and foreign. In some of these arrangements,
the other parties control certain distribution and other ownership rights. If
Viacom ceased to enter into such arrangements, the risk of financial exposure to
its motion pictures business would increase.
Television and Cable Television Networks. Viacom directly competes for
viewers in general, as well as for viewers in specific demographic categories,
and for programming with other cable and broadcast television networks. The
recently expanded availability of digital cable television and the introduction
of direct-to-home satellite distribution has greatly increased the amount of
channel capacity available for new networks, resulting in the launch of a number
of new cable television networks by Viacom and its competitors. In addition,
digital broadcast television, which has recently become available in major
markets, may allow a single television station to broadcast several channels
simultaneously. Increasing audience fragmentation could have an adverse effect
on advertising revenue and subscription revenues. Broadcast television has
experienced a decline in total audience viewership in recent years.
Television and Radio Broadcast Stations. New technologies, such as digital
radio services, direct-to-home satellite, wireless and wired cable television
and Internet radio and video programming, compete for programming, audiences and
advertising revenues. Each of these technologies is different from traditional
broadcasting and there can be no assurance that these or other new technologies
will not have an adverse effect on Viacom's business in the future.
Video. Videocassette rental competes with other forms of distribution of
movies, including theatrical distribution, cable, satellite and broadcast
television. In particular, direct broadcast satellite and digital cable
providers who are able to offer an expanded number of channels and expanded
programming could have an adverse effect on Viacom's video rental business if
these services become more widely available and accepted and a significant
number of subscribers to these services choose to rent fewer videotapes. In
addition, some providers of digital cable and other consumer broadband services
have begun testing technology designed to transmit movies on demand with
interactive capabilities such as start, stop and rewind. This "video-on-demand"
technology could have a material adverse effect on the videocassette rental
market if it could be provided profitably at a reasonable price and if video-on-
demand rights were to be provided by the movie studios on favorable terms,
particularly if they are provided with a favorable window. Movie studios make
available videocassettes for rental during a distribution "window" of time which
is in advance of, and exclusive against, distribution through most other forms
of non-theatrical movie distribution. Although the studios have a significant
interest in maintaining a viable home video rental industry, changes in the
video rental exclusive window in relation to other windows could have an adverse
effect on the video rental business. In addition, if the revenue-sharing
agreements pursuant to which video rental revenues are shared with the studios
are materially adversely changed or discontinued, it will have a material
adverse effect upon the video rental business.
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Internet. While the amount of advertising on the Internet is currently
small, the Internet is a rapidly growing competitor for advertising spending and
viewership, the full impact of which cannot be predicted.
Acceptance of Viacom's Programming by the Public Is Difficult to Predict, Which
Could Lead to Fluctuations in Revenues
Revenues derived from the production and distribution of a feature film,
television series or radio show depend primarily upon acceptance by the
public, which is difficult to predict. The commercial success of a feature
film, television series or radio show also depends upon the quality and
acceptance of other competing films, television series or radio shows released
into the marketplace at or near the same time, the availability of alternative
forms of entertainment and leisure time activities, general economic conditions
and other tangible and intangible factors, all of which can change and cannot be
predicted with certainty. Further, the theatrical success of a feature film and
the audience ratings for a television series are generally key factors in
generating revenues from other distribution channels, such as home video, free
television and premium pay television. Viacom's ability to generate revenues
from production and distribution could be adversely affected if its feature
films, television series and radio shows are not favorably accepted by the
public.
Viacom's Revenues Are Dependent upon the Maintenance of Affiliation Agreements
Much of Viacom's broadcast network programming is provided to its broadcast
affiliates pursuant to affiliation agreements which are generally long-term
agreements with staggered expirations. Viacom's revenues are dependent on the
maintenance of affiliation agreements with third-party owned television
stations, and there can be no assurance that such affiliation agreements will be
renewed in the future on terms acceptable to Viacom. The loss of a significant
number of such affiliation arrangements could reduce the distribution of
Viacom's programming, thereby adversely affecting Viacom's ability to sell
national advertising time.
Similarly, the basic cable networks in which Viacom holds interests,
including MTV: MUSIC TELEVISION(R), NICKELODEON(R), NICK AT NITE(R), VH1 MUSIC
FIRST(R), TV LAND(R), TNN: THE NATIONAL NETWORK,TM CMT: COUNTRY MUSIC
TELEVISIONTM and BET: BLACK ENTERTAINMENT TELEVISION(R) and other cable
networks, maintain affiliation arrangements that enable them to reach a large
percentage of cable and direct broadcast satellite households across the United
States. These arrangements are generally long-term arrangements with staggered
expirations. Such cable networks depend on achieving and maintaining carriage
within the most widely distributed cable programming tiers to maximize their
subscriber base and revenues. The loss of a significant number of affiliation
arrangements on basic programming tiers could reduce the distribution of such
cable networks, thereby adversely affecting such network's revenues from
subscriber fees and the ability to sell advertising time. Viacom's non-
advertiser supported pay television networks, such as SHOWTIME(R), are similarly
dependent for their distribution on the maintenance of affiliation agreements
with cable and direct broadcast satellite distributors on acceptable terms. The
loss of carriage on cable systems or direct broadcast satellite platforms, or
continued carriage on less favorable terms, could adversely affect such
networks' subscriber fee revenues.
Revenues of Some of Viacom's Divisions Are Subject to Seasonal Fluctuations
Some of our businesses are seasonal. More specifically, the home video business
and consumer publishing business are subject to increased periods of demand
coinciding with summer and winter holidays, while a substantial majority of the
theme parks operating income is generated from May through September. In
addition, the home video and theme park businesses are influenced by weather.
Changes in or Viacom's Noncompliance with Federal Communications Laws and
Regulations May Have an Adverse Effect on Viacom's Business
The television and radio broadcasting industries are subject to regulation
by the FCC under the Communications Act of 1934. The FCC generally regulates,
among other things, the ownership of media, including ownership by non-U.S.
citizens, broadcast programming and technical operations. Further, the
3
U.S. Congress and the FCC currently have under consideration, and may in the
future adopt, new laws, regulations and policies regarding a wide variety of
matters, including technological changes, which could, directly or indirectly,
affect the operations and ownership of Viacom's broadcast properties.
We presently hold television stations that reach approximately 41 % of
United States television households (as calculated for this purpose under rules
and regulations of the FCC, which apply a 50% discount to the reach of UHF
stations). These stations reach approximately 6% in excess of the 35% limit
permitted by FCC regulations. In April 2001, the United States Court of
Appeals, DC Circuit, granted our motion for interim relief from our obligation
to divest broadcast stations in excess of the 35% limit, pending the outcome of
further proceedings in that court. The failure of the court or the FCC, however,
to eliminate or modify this rule on a permanent basis combined with our failure
to comply with these requirements in a timely manner could adversely affect our
broadcasting business.
Viacom Has Environmental, Asbestos and Other Contingent Liabilities That Could
Have a Significant Impact on Viacom
Viacom has contingent liabilities related to discontinued operations of its
predecessors, including environmental liabilities. In some instances, Viacom
has indemnified others against those liabilities, and in other instances, Viacom
has received indemnities from third parties against those liabilities.
Under federal and state Superfund and other environmental laws, Viacom has
been named as a potentially responsible party at numerous sites located
throughout the country. At many of these sites, Viacom is either not a
responsible party or its site involvement is very limited or de minimis.
However, Viacom has varying degrees of clean-up responsibilities at a number of
sites. Viacom believes that any liability incurred for cleanup at these sites
will be satisfied over a number of years, and, in many cases, the costs will be
shared with other potentially responsible parties. These sites include
locations for which Viacom, as part of an agreement for sale, may have retained
obligations for remediation of possible environmental contamination or may have
continuing obligations under applicable environmental laws.
In addition, Viacom is a party to various lawsuits and has received claims
relating to its continuing and discontinued operations. Some of these lawsuits
and claims, including those related to asbestos liabilities, seek substantial
monetary damages.
Viacom will have access to insurance in substantial amounts and management
believes it has sufficient reserves. Accordingly, while there can be no
assurance in this regard, the pending or potential litigation, environmental and
other liabilities should not have a material adverse effect on the results of
operations, financial position or liquidity of Viacom.
Higher Costs of Actors' Pay or Work Stoppages That May Accompany the Expiration
of Current Labor Agreements Covering the Services of Actors May Adversely Affect
Viacom's Ability to Produce or Acquire New Programming.
The labor agreements covering the services of actors whom we utilize in our
motion picture and television businesses are currently scheduled to expire
during 2001. Work stoppages and/or higher costs in connection with these
agreements could adversely impact our ability to produce or acquire new
programming.
4
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into this
prospectus contain both historical and forward-looking statements. All
statements other than statements of historical fact are, or may be deemed to be,
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934. These forward-
looking statements are not based on historical facts, but rather reflect our
current expectations concerning future results and events. These forward-
looking statements generally can be identified by use of statements that include
phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee,"
"likely," "will" or other similar words or phrases. Similarly, statements that
describe our objectives, plans or goals are or may be forward-looking
statements. These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
and achievements expressed or implied by these statements, including the risks
set forth under "Risk Factors." You should review carefully all information,
including the financial statements and the notes to the financial statements,
included or incorporated by reference into this prospectus.
5
These factors are not necessarily all of the important factors that could
cause actual results to differ materially from those expressed in any of our
forward-looking statements. Other unknown or unpredictable factors also could
have material adverse effects on our future results. The forward-looking
statements included in this prospectus are made only as of the date of this
prospectus and under Section 27A of the Securities Act and Section 21E of the
Exchange Act and we do not have any obligation to publicly update any forward-
looking statements to reflect subsequent events or circumstances. We cannot
assure you that projected results or events will be achieved.
6
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 we file at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549;
7 World Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-
0330 for further information on the public reference rooms. Our SEC filings are
also available to the public from the SEC's web site 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 also is available at the New York Stock
Exchange.
We are "incorporating by reference" specific documents that we file with
the SEC, which means that we can disclose important information to you by
referring you to those documents that are considered part of this prospectus.
Information that we file subsequently with the SEC will automatically update and
supersede this information. 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 until we sell all of the securities:
. Our Registration Statement on Form S-4 dated November 24, 1999;
. Our Annual Report on Form 10-K for the year ended December 31, 2000;
. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;
. Our Current Report on Form 8-K dated May 4, 2000 as amended on July 17,
2000, our Current Report on Form 8-K dated February 21, 2001, our
Current Report on Form 8-K dated May 30, 2001 and our Current Report on
Form 8-K dated June 1, 2001;
. Our definitive Proxy Statement dated April 16, 2001;
. CBS Corporation Annual Report on Form 10-K for the year ended December
31, 1999, as amended on April 28, 2000;
. The consolidated 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;
. The condensed consolidated 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
. Our Registration Statement on Form S-4 dated January 12, 2001.
You may obtain a copy of these filings at no cost, by writing or
telephoning us at the following address: Viacom Inc., 1515 Broadway, 52nd
Floor, New York, New York 10036, Attn: Investor Relations, Telephone Number:
(212) 258-6000.
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VIACOM
We, together with our subsidiaries, are a diversified worldwide
entertainment company with operations in six segments: Cable Networks,
Television, Infinity, Entertainment, Video and Publishing. 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 NETWORK,TM CMT:
COUNTRY MUSIC TELEVISIONTM and BET: BLACK ENTERTAINMENT TELEVISION(R), among
other program services. The Television segment consists of CBS(R) and UPN(R)
television networks, 39 owned broadcast television stations and Viacom's
television production and syndication business, including KING WORLD
PRODUCTIONS(TM) and PARAMOUNT TELEVISION(TM). The Infinity segment operates
approximately 184 radio stations through INFINITY BROADCASTING(R) and outdoor
advertising properties through INFINITY OUTDOOR(TM) and TDI(R). The
Entertainment segment includes PARAMOUNT PICTURES(R), which produces and
distributes theatrical motion pictures; PARAMOUNT PARKS(R), which owns and
operates five theme parks and a themed attraction in the United States and
Canada; and movie theater and music publishing operations. The Video segment
consists of an approximately 82% equity interest in Blockbuster Inc., which
operates and franchises BLOCKBUSTER(R) video stores worldwide. 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(TM), SCRIBNER(R) and THE FREE PRESS(TM). We were organized under the laws
of the State of Delaware in 1986. Viacom's principal offices are located at
1515 Broadway, New York, New York 10036 and our telephone number is (212) 258-
6000.
USE OF PROCEEDS
All of the proceeds from the sale of the Class B common stock covered
by this prospectus will go to the selling stockholders. Accordingly, we will
not receive any proceeds from the sale of our Class B common stock.
8
SELLING STOCKHOLDERS
On January 23, 2001, in connection with our acquisition of the BET Holdings
II, Inc., which operates BET: BLACK ENTERTAINMENT TELEVISION(R) and BET ON
JAZZ(R) cable networks, pursuant to an agreement with BET Holdings II, Inc.,
stockholders of BET Holdings II, Inc. received shares of our Class B common
stock. Under a registration rights agreement dated January 23, 2001, we agreed
to prepare and file a registration statement to register shares of Class B
common stock held by these stockholders upon receipt of a written notice
requesting registration. We have agreed to use commercially reasonable efforts
to have the registration statement declared effective and to keep the
registration statement effective for 60 days. Our registration of the Class B
common stock held by the selling stockholders does not necessarily mean that the
selling stockholders will sell all or any of their shares.
This prospectus covers the offer and sale by each selling stockholder of
the number of shares of Class B common stock owned by the selling stockholder
set forth below. The following table sets forth (i) the names of each selling
stockholder, (ii) the nature of any position, office or other material
relationship that the selling stockholder has had within the past three years
with us, (iii) the number of shares of Class B common stock and (if one percent
or more) the percentage of Class B common stock beneficially owned as of May 31,
2001 by each selling stockholder, (iv) the number of shares of Class B common
stock that may be offered and sold by or on behalf of each selling stockholder
hereunder and (v) the amount and (if one percent or more) the percentage of
Class B common stock to be owned by each selling stockholder upon the completion
of the offering assuming all shares offered by such selling stockholder are
sold. Any or all of the shares listed below under the heading "Shares to be
Sold" may be offered for sale by or on behalf of the selling stockholder.
Shares Beneficially Owned Shares Beneficially Owned
Prior to Shares to be After
Selling Stockholders the Offering Sold the Offering
-------------------- ------------ ---- ------------
Number Percent Number Percent
------ ------- ------ -------
Robert L. Johnson, Chairman and CEO 26,985,479 1.6% 3,209,000 23,776,479 1.4%
of BET Holdings Inc. (1)
Johnson Children's Insurance Trust (2) 292,559 * 90,000 202,559 *
_________________
* Represents less than one percent
(1) Pursuant to the Agreement and Plan of Merger dated November 2, 2000,
between, among others, Mr. Johnson and Viacom, Mr. Johnson received
27,972,328 shares of Class B common stock. In addition, pursuant to the
Registration Rights Agreement dated January 23, 2001, between Viacom and
Mr. Johnson, Viacom agreed at Mr. Johnson's request to prepare and file a
registration statement to register Mr. Johnson's shares of Class B common
stock. Mr. Johnson was appointed to the positions of Chairman and Chief
Executive Officer of BET Holdings Inc. pursuant to the Employment Agreement
dated November 3, 2000 between himself and BET Holdings Inc.
(2) Pursuant to the Agreement and Plan of Merger dated November 2, 2000,
between, among others, the Johnson Children's Insurance Trust (the "JCIT")
and Viacom, the JCIT the received 292,559 shares of Class B common stock.
In addition, pursuant to the Registration Rights
9
Agreement dated January 23, 2001, between, among others, the JCIT and
Viacom, Viacom agreed at the JCIT's request to prepare and file a
registration statement to register the JCIT's shares of Class B common
stock.
DESCRIPTION OF COMMON STOCK
The authorized common stock of Viacom as set forth in its restated
certificate of incorporation, as amended on May 23, 2001, consists of
750,000,000 shares of Viacom Class A common stock and 10,000,000,000 shares of
Viacom Class B common stock. Viacom is not registering for its own account any
shares of Class A common stock or Class B common stock with the SEC and is
therefore not permitted to offer or sell any shares of Viacom Class A or Class B
common stock pursuant to the registration statement of which this prospectus is
a part.
Viacom Class A Common Stock
As of May 31 there were approximately 137,500,000 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 May 31 there were
approximately 1,645,000,000 shares of Viacom Class B common stock issued and
outstanding. Shares of Viacom Class B common stock are not redeemable.
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:
. 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
. 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
10
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.
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 board
of directors of Viacom 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 New York Stock
Exchange. 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 of 1934, as amended.
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PLAN OF DISTRIBUTION
We are registering shares of our Class B common stock on behalf of the
selling stockholders. We will pay for all costs, expenses and fees in
connection with the registration of the shares, except for the fees and
disbursements of the selling shareholders' accountants and counsel. The selling
stockholders will pay for all selling discounts and commissions, if any. The
selling stockholders may offer and sell their shares from time to time in one or
more of the following types of transactions (including block transactions):
. on the New York Stock Exchange,
. in the over-the-counter market,
. in privately negotiated transactions,
. through put or call options transactions relating to the shares,
. through short sales of shares or
. a combination of such methods of sale.
The selling stockholders may sell their shares at prevailing market prices,
or at privately negotiated prices. Such transactions may or may not involve
brokers or dealers. The selling stockholders have advised us that they have not
entered into any agreements, understanding or arrangements with any underwriters
or broker-dealers regarding the sale of their shares nor is there an underwriter
or coordinating broker acting in connection with the proposed sale of shares by
the selling stockholders.
The selling stockholders may offer and sell their shares directly to
purchasers or to or through broker-dealers, which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares.
We have agreed to indemnify each selling stockholder against certain
liabilities, including liabilities arising under the Securities Act.
Certain of the brokers, dealers or agents and their associates who may
become involved in the sale of the shares may engage in transactions with and
perform other services for us in the ordinary course of their business for which
they receive customary compensation.
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LEGAL MATTERS
The validity of the shares of Class B common stock offered by this
prospectus will be passed on for us by Michael D. Fricklas, Executive Vice
President, General Counsel and Secretary of Viacom Inc.
EXPERTS
Our financial statements incorporated in this prospectus by reference from
our Annual Report on Form 10-K for the year ended December 31, 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 and schedule of CBS 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
CBS's Annual Report on Form 10-K for the year ended December 31, 1999, have been
audited by KPMG LLP, independent accountants, as stated in their reports, which
are incorporated herein by reference, and has 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 and schedule 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 accountants 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.
13
3,299,000 Shares
VIACOM INC.
Class B Common Stock
------------------------------------------
P R O S P E C T U S
------------------------------------------
, 2001
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
------
Registration fee $ 44,924
Legal fees and expenses.................................................. 20,000
Printing and engraving expenses.......................................... 1,000
Miscellaneous............................................................ 0
------------
Total.......................................................... $ 65,924
============
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 is or was 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.
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, as amended May 23, 2001,
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
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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, as
amended, 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 Viacom's restated certificate
of incorporation, as amended.
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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
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
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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.
(4) 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.
(5) 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and 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 15th day of
June, 2001.
VIACOM INC.
By: /s/ Sumner M. 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.
Signature Title Date
--------- ----- ----
Chairman of the Board of June 15, 2001
Directors,
/s/ Sumner M. Redstone Chief Executive Officer and
----------------------------------- Director (Principal Executive
Sumner M. Redstone Officer)
/s/ Richard J. Bressler Senior Executive Vice President June 15, 2001
----------------------------------- and Chief Financial Officer
Richard J. Bressler (Principal Financial Officer)
/s/ Susan C. Gordon Vice President, Controller and June 15, 2001
----------------------------------- Chief Accounting Officer
Susan C. Gordon (Principal Accounting Officer)
* Director
-----------------------------------
George S. Abrams
* Director
-----------------------------------
David R. Andelman
* Director
-----------------------------------
George H. Conrades
* Director
-----------------------------------
Philippe P. Dauman
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Signature Title Date
--------- ----- ----
* Director
-----------------------------------
William H. Gray III
* Director
-----------------------------------
Mel Karmazin
* Director
-----------------------------------
Jan Leschly
* Director
-----------------------------------
David T. McLaughlin
* Director
-----------------------------------
Ken Miller
* 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 June 15, 2001
-----------------------------------
Michael D. Fricklas,
Attorney-in-Fact for the Directors
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EXHIBIT INDEX
Exhibit No. Document
---------- --------
4.1 Registration Rights Agreement dated January 23, 2001.
5.1 Opinion of Michael D. Fricklas regarding the validity of the Class
B common stock offered hereby.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Michael D. Fricklas (included in Exhibit 5.1).
24.1 Powers of Attorney
_________________________________________________________
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