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): November 21, 2005
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) Number)
1515 Broadway, New York, NY 10036
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(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)
[ ] 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))
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Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(d) On November 22, 2005, the Company announced that on November 21, 2005:
1. The board of directors of the Company elected Charles K. Gifford,
Bruce S. Gordon, Leslie Moonves, Ann N. Reese and Judith A.
Sprieser directors of the Company (which will be renamed "CBS
Corporation"), effective at the time of the previously-announced
separation of the Compnay into two publicly traded companies,
and determined the memberships of the committees of the board of
directors of CBS Corporation to be as follows: Audit Committee:
Mr. Gifford (Chair), Joseph A. Califano, Jr., and Ms. Reese;
Compensation Committee: Ms. Sprieser (Chair), Mr. Gordon and
Robert D. Walter; and Nominating and Governance Committee: Mr.
Califano (Chair), Mr. Gifford and Ms. Sprieser. Since that time,
the board has determined that Ms. Reese will serve on the
Compensation Committee rather than the Audit Committee and that
Mr. Gordon will serve on the Audit Committee rather than the
Compensation Committee. The newly elected directors will join
Sumner M. Redstone, Shari Redstone, David R. Andelman, Joseph A.
Califano, Jr., William S. Cohen, Philippe P. Dauman and Robert D.
Walter, who are currently directors of the Company, as directors
of CBS Corporation.
2. The board of directors of the Company and the board of directors
of the new company to be named "Viacom Inc." and publicly traded
after the separation elected George S. Abrams, Philippe P.
Dauman, Thomas E. Dooley, Ellen V. Futter, Alan C. Greenberg,
Robert K. Kraft, Charles E. Phillips, Jr., Shari Redstone,
Frederic V. Salerno and William Schwartz directors of the new
Viacom, effective at the time of the separation, and determined
the memberships of the committees of the board of directors of
new Viacom to be as follows: Audit Committee: Mr. Salerno
(Chair), Mr. Dooley and Mr. Phillips; Compensation Committee: Mr.
Kraft (Chair), Mr. Salerno and Mr. Schwartz; and Nominating and
Governance Committee: Mr. Schwartz (Chair), Mr. Kraft and Mr.
Salerno. The newly elected directors will join Sumner M. Redstone
and Thomas E. Freston, who are currently directors of the new
Viacom.
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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
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Name: Michael D. Fricklas
Title: Executive Vice President, General
Counsel and Secretary
Date: November 28, 2005
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