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): June 14, 2005
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1515 Broadway, New York, NY 10036
(Address of principal executive offices) (Zip Code)
(212) 258-6000
(Registrant's telephone number, including area code)
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)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On June 14, 2005, Viacom Inc. (the "Company") announced that its Board
of Directors approved a spin-off to Company stockholders. In addition, the
Company announced that its Board of Directors has named Shari Redstone to the
newly created position of Non-Executive Vice Chairman of the Company's Board of
Directors and has appointed Frederic V. Salerno to the newly created position of
Lead Independent Director.
A copy of the press release dated June 14, 2005 is furnished herewith
as Exhibit 99 and is incorporated by reference herein in its entirety.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The following Exhibit is furnished as part of this Report
on Form 8-K:
Exhibit Number Description of Exhibit
-------------- ----------------------
99 Press release of the Company, dated June 14, 2005,
announcing that its Board of Directors approved a
spin-off to Company stockholders, named Shari
Redstone to the newly created position of
Non-Executive Vice Chairman of the Company's Board of
Directors and appointed Frederic V. Salerno to the
newly created position of Lead Independent Director.
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: June 14, 2005
Exhibit Index
Exhibit Number Description of Exhibit
99 Press release of the Company, dated June 14, 2005, announcing
that its Board of Directors approved a spin-off to Company
stockholders, named Shari Redstone to the newly created
position of Non-Executive Vice Chairman of the Company's Board
of Directors and appointed Frederic V. Salerno to the newly
created position of Lead Independent Director.