-----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, RzxMa+Hlj2V9Ju1sLBDk9HTQWiWkWc5vgBqhCeUWZHZP3Uxyv3X6spNPlQkyMrSk LG/6FvvHCyft1HxAQZOevQ== 0000813828-06-000073.txt : 20060104 0000813828-06-000073.hdr.sgml : 20060104 20060104210619 ACCESSION NUMBER: 0000813828-06-000073 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051224 FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REDSTONE SHARI CENTRAL INDEX KEY: 0001204569 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09553 FILM NUMBER: 06510295 MAIL ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 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 red7.xml X0202 4 2005-12-24 0 0000813828 VIACOM INC CBS, CBS.A 0001204569 REDSTONE SHARI 51 WEST 52ND STREET NEW YORK NY 10019 1 1 0 0 Vice Chair CBS Class B common stock 2005-12-31 4 A 0 1500 A 1500.0000 I By Trusts Director Stock Option (right to buy) 26.8643 2006-01-03 4 A 0 4886 A 2006-06-14 2015-06-14 CBS Class B common stock 4886.0000 4886.0000 D Phantom Class A Common Stock Units 2005-12-31 4 A 0 258 A CBS Class A common stock 258.0000 258.0000 D Phantom Class B Common Stock Units 2005-12-24 4 A 0 260 A CBS Class B common stock 260.0000 260.0000 D Acquired pursuant to a merger between CBS Corporation (formerly know as Viacom Inc.) and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class B common stock was exchanged 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 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 (CBS) upon completion of the Merger. These shares are held in three separate trusts for the benefit of the reporting person's children. The reporting person is a co-trustee of these trusts. Right to buy under Issuer's stock option plan for outside directors. In the Merger, each grant of stock options to buy Viacom Class B common stock was converted into an equal number of stock options to buy CBS Corporation Class B common stock and New Viacom Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 0.488609. The per share exercise price of the converted stock options was determined by dividing the pre-Merger exercise price by 1.273438 for the CBS options and by 0.792802 for the New Viacom options. Phantom Common Stock Units are paid out after the Director's retirement from the Board and are settled in cash. Each Phantom Class A Common Stock Unit is the economic equivalent of one share of CBS Corporation Class A common stock and each Phantom Class B Common Stock Unit is the economic equivalent of one share of CBS Corporation Class B common stock. In the Merger, each Viacom Class A Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Class A Phantom Common Stock Units and 0.5 New Viacom Class A Phantom Common Stock Units and each Viacom Class B Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Class B Phantom Common Stock Units and 0.5 New Viacom Class B Phantom Common Stock Units. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of CBS Corporation Class A common stock on the New York Stock Exchange was $25.60 per share, the opening price of CBS Corporation Class B common stock on the New York Stock Exchange was $25.60 per share, the opening price of New Viacom Class A common stock on the New York Stock Exchange was $40.00 per share and the opening price of New Viacom Class B common stock on the New York Stock Exchange was $41.12 per share. By: /s/ Angeline C. Straka, Attorney-in-fact 2006-01-04 -----END PRIVACY-ENHANCED MESSAGE-----