-----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, MR0smn+27jZKpOMLdyrM9tA31WmX5UGTxSj5L1tJly+t4IfDjXFmYn79I3hMnQ6T RF+7WAF/CkTdXQmk7WCmNA== 0000813828-06-000037.txt : 20060104 0000813828-06-000037.hdr.sgml : 20060104 20060104190832 ACCESSION NUMBER: 0000813828-06-000037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHEA MARTIN M CENTRAL INDEX KEY: 0001014064 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09553 FILM NUMBER: 06509974 BUSINESS ADDRESS: STREET 1: VIACOM INC. STREET 2: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2122586000 ISSUER: 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 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 4 1 she615.xml X0202 4 2005-12-31 0 0000813828 VIACOM INC VIA, VIAB 0001014064 SHEA MARTIN M 1515 BROADWAY NEW YORK NY 10036 0 1 0 0 EVP, Investor Relations Class B common stock 2005-12-31 4 D 0 1357 D 0.0000 I By 401(k) Class B Phantom Common Stock Units 2005-12-31 4 D 0 3102.8746 D Class B common stock 3102.8746 0.0000 D Employee Stock Option (right to buy) 30.5625 2005-12-31 4 D 0 30000 D 2008-08-20 Class B common stock 30000.0000 0.0000 D Employee Stock Option (right to buy) 41.9375 2005-12-31 4 D 0 40000 D 2009-08-01 Class B common stock 40000.0000 0.0000 D Employee Stock Option (right to buy) 70.0000 2005-12-31 4 D 0 15000 D 2010-08-01 Class B common stock 15000.0000 0.0000 D Employee Stock Option (right to buy) 55.2000 2005-12-31 4 D 0 35000 D 2011-01-31 Class B common stock 35000.0000 0.0000 D Employee Stock Option (right to buy) 39.5000 2005-12-31 4 D 0 40000 D 2012-01-30 Class B common stock 40000.0000 0.0000 D Employee Stock Option (right to buy) 37.3800 2005-12-31 4 D 0 33312 D 2013-01-26 Class B common stock 33312.0000 0.0000 D Employee Stock Option (right to buy) 39.3300 2005-12-31 4 D 0 45000 D 2013-01-29 Class B common stock 45000.0000 0.0000 D Employee Stock Option (right to buy) 40.3900 2005-12-31 4 D 0 45000 D 2014-01-28 Class B common stock 45000.0000 0.0000 D Restricted Stock Units 2005-12-31 4 D 0 6019 D Class B common stock 6019.0000 0.0000 D Disposed of pursuant to a merger between Viacom Inc. and Viacom Merger Sub Inc. (the Merger), in exchange for 0.5 shares of CBS Corporation Class B common stock and 0.5 shares of New Viacom Corp. (New Viacom) Class B common stock for each share of Viacom Class B common stock, with cash in lieu of any fractional shares of CBS Corporation Class B common stock and New Viacom Class B common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of CBS Corporation Class B common stock on the New York Stock Exchange was $25.60 per share and the opening price of New Viacom Class B common stock on the New York Stock Exchange was $41.12 per share. Viacom Inc. changed its name to CBS Corporation upon completion of the Merger. Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Viacom Excess 401(k) Plan for Designated Senior Executives. Each Viacom Class A Phantom common stock unit was the economic equivalent of one share of Viacom Class A common stock and each Viacom Class B Phantom common stock unit was the economic equivalent of one share of Viacom Class B common stock. In the Merger, each Viacom Class B Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Phantom Class B Common Stock Units and 0.5 New Viacom Class B Phantom Common Stock Units. Right to buy under Issuer's long term incentive plan. Current. In the Merger, each grant of stock options to buy Viacom Class B common stock was converted into a number of stock options to buy CBS Corporation Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 1.273438. The per share exercise price of the converted stock options was determined by dividing the pre-Merger exercise price by 1.273438. This option vests in four equal annual installments beginning on January 26, 2006. Each Restricted Share Unit was the economic equivalent of one share of Viacom Class B common stock. The Restricted Share Units will vest in four equal annual installments beginning on January 26, 2006 and will be settled by delivery of a corresponding number of shares upon vesting, as described in the following footnote. In the Merger, each grant of Restricted Share Units of Viacom Class B common stock was converted into a number of Restricted Share Units of CBS Corporation Class B common stock determined by multiplying the number of restricted share units included in the grant before the Merger by 1.273438. /s/ Shea, Martin M. 2006-01-04 -----END PRIVACY-ENHANCED MESSAGE-----