-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L3iw2sma6VLhTiNl/iNfi5suuFm1DGhwncAztnwxsiqvU79sDkhTlvuniW/602wN vIDsWzcaEvyOnsqZhzpAQw== 0000813828-05-000226.txt : 20051018 0000813828-05-000226.hdr.sgml : 20051018 20051018150805 ACCESSION NUMBER: 0000813828-05-000226 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051018 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051018 DATE AS OF CHANGE: 20051018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIACOM INC CENTRAL INDEX KEY: 0000813828 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 042949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09553 FILM NUMBER: 051142809 BUSINESS ADDRESS: STREET 1: 1515 BROADWAY STREET 2: 51ST FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2122586000 MAIL ADDRESS: STREET 1: 1515 BROADWAY STREET 2: 51ST FL CITY: NEW YORK STATE: NY ZIP: 10036 8-K 1 form8-k_101805.htm FORM 8-K DATED 10/18/05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 18, 2005

 

 

 

VIACOM INC.

 

 

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 

001-09553

 

04-2949533

 

 

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification Number)

 

 

 

1515 Broadway, New York, NY

10036

 

 

 

 

(Address of principal executive offices)

(Zip Code)

 

 

 

Registrant's telephone number, including area code: (212) 258-6000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

 

x

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Section 8 - Other Events

 

Item 8.01

Other Events.

 

On October 18, 2005, the Company announced that it now expects its transaction to separate the Company into two publicly traded entities will likely be completed by the end of 2005. The Company previously indicated the transaction was likely to be completed in the first quarter of 2006. A copy of the related press release, dated October 18, 2005, is filed herewith as Exhibit 99.

 

Section 9 - Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

 

(c) Exhibits.

The following Exhibit is filed as part of this Report on Form 8-K:

 

 

Exhibit Number

 

Description of Exhibit

 

99

 

Press release of the Company, dated October 18, 2005, announcing updated timing of anticipated split completion.

 

 

 

-2-

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

VIACOM INC.

 

(Registrant)

 

 

 

 

 

By:

/s/ Michael D. Fricklas

 

 

 

 

Name:

Michael D. Fricklas

 

 

Title:

Executive Vice President,

General Counsel and Secretary

 

 

Date: October 18, 2005

 

 

-3-

 

 

 

Exhibit Index

 

Exhibit Number

 

Description of Exhibit

99

 

Press release of the Company, dated October 18, 2005, announcing updated timing of anticipated split completion.

 

 

 

 

 

 EX-99 2 exhibit-99_101805.htm PRESS RELEASE DATE 10/18/05

 

 

VIACOM INC. ANNOUNCES UPDATED TIMING OF ANTICIPATED SPLIT COMPLETION

 

NEW YORK, October 18, 2005—Viacom Inc. (NYSE: VIA and VIA.B) announced today that it now expects its transaction to separate the Company into two publicly traded entities will likely be completed by the end of 2005. The Company previously indicated the transaction was likely to be completed in the first quarter of 2006.

 

Viacom is a leading global media company, with preeminent positions in broadcast and cable television, radio, outdoor advertising, and online. With programming that appeals to audiences in every demographic category across virtually all media, the company is a leader in the creation, promotion, and distribution of entertainment, news, sports, music, and comedy. Viacom’s well-known brands include CBS, MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures, Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy Central, CMT: Country Music Television, King World, Spike TV, Showtime, Paramount Parks, and Simon & Schuster. More information about Viacom and its businesses is available at www.viacom.com.

 

Earlier this year, the company announced it would be separating its businesses into two publicly traded companies. The new Viacom will include MTV Networks (MTV, VH1, Nickelodeon, Nick at Nite, Comedy Central, CMT: Country Music Television, Spike TV, TV Land and many other networks around the world), BET, Paramount Pictures, Paramount Home Entertainment and Famous Music. CBS Corporation will consist of the CBS Television Network, UPN, Infinity Broadcasting, Viacom Outdoor, Viacom Television Stations Group, Paramount Television, King World, Simon & Schuster, Showtime and Paramount Parks.

 

This press release contains information relating to the proposed separation of Viacom into two publicly traded companies. In connection with the proposed transaction, Viacom has filed a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission. Investors and security holders are urged to read the Registration Statement and related materials that are filed with the SEC because they contain important information about the proposed transaction. Investors and security holders may obtain copies of these documents, and other

 

 

documents containing information about Viacom, without charge, at the SEC's website at www.sec.gov and through Viacom's Investor Relations at Investor.Relations@viacom.com.

 

# # #

 

Contacts:

Media

Investors

 

Carl D. Folta

Martin Shea

 

(212) 258-6352

212-975-8571

 

carl.folta@viacom.com

marty.shea@viacom.com

 

Julia Phelps

James Bombassei

 

212-846-5288

212-258-6377

 

julia.phelps@viacom.com

james.bombassei@viacom.com

 

 

 

 

 

 

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