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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 11-K
(Mark One)
/ X / Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the period ended December 31, 2000 Commission file number 1-9553
OR
/ / Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
MTVi GROUP INVESTMENT PLAN
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(Full title of the plan)
VIACOM INC.
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(Name of issuer of the securities held pursuant to the plan)
1515 Broadway
New York, New York 10036
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(Address of principal executive offices)
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MTVi GROUP INVESTMENT PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2000
INDEX
Pages
-----
(a) Financial Statements:
Report of Independent Accountants ...................................... 1
Statement of net assets available for benefits
at December 31, 2000 .............................................. 2
Statement of changes in net assets available for benefits
for the nine months ended December 31, 2000 ....................... 3
Notes to financial statements .......................................... 4-10
Schedules
---------
Supplemental Schedules:
Schedule of assets held at end of year... .......................... I
Schedule of reportable transactions
for the nine months ended December 31, 2000 ................... II
All other schedules are omitted as not applicable or not required.
(b) Exhibit:
I - Consent of Independent Accountants
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
persons who administer the Plan have duly caused this annual report to be signed
on its behalf by the undersigned, hereunto duly authorized.
MTVi GROUP INVESTMENT PLAN
Date: June 22, 2001 By: /s/ Barbara Mickowski
-----------------------------------
Barbara Mickowski
Member of the Retirement Committee
Report of Independent Accountants
---------------------------------
To the Participants and
Administrator of the
MTVi Group Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the MTVi Group Investment Plan (the "Plan") at December 31, 2000, and the
changes in net assets available for benefits for the nine month period from
April 1, 2000 (date of inception) through December 31, 2000 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as listed in
the accompanying index, are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PricewaterhouseCoopers LLP
New York, New York
June 22, 2001
1
MTVi GROUP INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
At December 31, 2000
--------------------
Assets
------
Investments, at fair value:
Registered investment companies ................... $ 2,221,183
Viacom Inc. Common Stock .......................... 800,328
Loans to participants ............................. 16,395
Investments, at contract value:
Plan's interest in Master Trust ................... 74,083
------------
Total investments ......................... 3,111,989
------------
Receivables:
Investment income ................................ 55
Contributions:
Employee ....................................... 26,319
Employer ....................................... 8,561
------------
Total receivables ........................... 34,935
------------
Total assets ......................................... 3,146,924
Liabilities
-----------
Accrued expenses ..................................... 9,244
------------
Net assets available for benefits .................... $ 3,137,680
=============
The accompanying notes are an integral part of these financial statements.
2
MTVi GROUP INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Nine
Month Period from
April 1, 2000 through
December 31, 2000
---------------------
Additions to net assets attributed to:
Contributions:
Employee ....................................................... $ 563,925
Employer ....................................................... 185,954
Rollover ....................................................... 136,707
Investment income .................................................. 136,898
Plan's interest in Master Trust investment income .................. 3,383
-----------
Total additions ................................................. 1,026,867
-----------
Deductions to net assets attributed to:
Benefits paid to participants ...................................... (116,412)
Plan expenses ...................................................... (15,451)
Net depreciation in fair value of investments ...................... (708,164)
-----------
Total deductions ................................................ (840,027)
-----------
Net increase .................................................... 186,840
Transfer from Viacom Investment Plan (Note 1) ......................... 2,950,840
Net assets available for benefits, beginning of the period ............. --
-----------
Net assets available for benefits, end of the period ................... $ 3,137,680
===========
The accompanying notes are an integral part of these financial statements.
3
MTVi GROUP INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
The following is a brief description of the MTVi Group Investment Plan (the
"Plan") and is provided for general information only. Participants should refer
to the Plan document for more complete information regarding the Plan.
The Plan became effective on April 1, 2000. The Plan is a defined contribution
plan offered on a voluntary basis to substantially all employees of the MTVi
Group, L.P. (the "Partnership"), a limited partnership in which Viacom
International Inc. owns a majority interest.
Prior to April 1, 2000, eligible Partnership employees participated in the
Viacom Investment Plan ("VIP"), a defined contribution 401(k) plan sponsored by
Viacom Inc. Effective April 1, 2000, the net assets of the employees of the
Partnership were transferred from the VIP to the Plan.
Eligible employees may become participants in the Plan following the attainment
of age 18 and completion of 90 days of employment service, generally measured
from date of hire. Effective January 1, 2001, the service requirement for
full-time employees was eliminated. In addition, part-time employees are
eligible to participate in the Plan upon completion of 250 hours of service
within a consecutive twelve-month period. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and is administered by a committee appointed by the Executive Committee of the
Partnership.
Investment and Participant Accounts
-----------------------------------
Putnam Fiduciary Trust Company (the "Trustee") is the trustee and custodian of
Plan assets. Certain Plan investments are shares of funds managed by the Trustee
and therefore qualify as party-in-interest transactions. Current employer
matching contributions are invested entirely in Viacom Inc. Class B Common
Stock.
Plan participants have the option of investing their contributions and account
balances in increments of five percent among the following funds:
Growth
------
Capital Guardian Emerging Markets Equity Fund
Europacific Growth Fund
Miller, Anderson & Sherrerd, LLP (MAS) Small Cap Fund
Morgan Stanley Dean Witter (MSDW) Institutional Fund Technology Portfolio
Morgan Stanley Dean Witter (MSDW) Institutional Fund U.S. Real Estate Portfolio
Putnam International Voyager Fund
Putnam Investors Fund
Putnam S&P 500 Index Fund
Putnam Voyager Fund
Trust Company of the West (TCW) Galileo Small Cap Growth Fund
Viacom Inc. Stock Fund
4
MTVi GROUP INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Growth and Income
-----------------
George Putnam Fund of Boston
Putnam Fund for Growth and Income
Vanguard Lifestrategy Growth Fund
Vanguard Lifestrategy Income Fund
Vanguard Lifestrategy Moderate Growth Fund
Fixed - Income
--------------
Mellon Bank Daily Liquidity Aggregate Bond Index Fund
Pacific Investment Management Company (PIMCO) High Yield Fund
Capital Preservation
--------------------
Certus Interest Income Fund
Effective January 1, 1994, Viacom Inc. entered into a master trust agreement
(the "Master Trust") with the Trustee to combine certain investments of the VIP,
affiliated companies' plans, and, effective October 1, 1995, a separate
Collective Bargaining Plan (the "CBP"). The Master Trust currently holds assets
for the Plan, the VIP, affiliated companies' plans and the CBP Plan. The Plan,
upon its establishment, was included in the Master Trust. The Master Trust
assets are managed by Certus. However, the Trustee records the activity of each
plan separately in order to distinguish the specific assets available to each
plan. Net investment assets and net investment earnings on the investments of
the Master Trust are allocated daily to the plans participating in the Master
Trust. Such allocation is based on the ratio of net investment assets of each of
the participating plans to total net investment at the time the Master Trust was
formed, adjusted for any contributions or disbursements attributable to specific
participating plans. Note 6 sets forth the Plan's proportionate interest in the
Master Trust and certain financial information of the Master Trust.
Contributions
-------------
The Plan permits participants to contribute up to 15% of annual compensation on
a before-tax, after-tax or combination basis in 5% increments, subject to the
Internal Revenue Code ("IRC") limitations set forth below. The employer's
matching contribution is equal to (i) 50% of the first 8% of annual compensation
that is contributed on a before-tax basis if base pay is $65,000 or less or (ii)
50% of the first 6% of annual compensation contributed on a before-tax basis if
base pay is greater than $65,000.
A new employee is permitted to rollover into the Plan part or all of
distributions from an individual retirement account, individual retirement
annuity or another qualified plan.
The IRC limits the amount of annual participant contributions that can be made
on a before-tax basis; the limit was $10,500 for 2000. Total compensation
considered under the plan, based on IRC limits, may not exceed $170,000 for
2000. The IRC also contains an annual limit on aggregate participant and
employer contributions to defined contribution plans equal to the lesser of
$30,000 or 25% of compensation. All contributions made to the Plan on an annual
basis may be further limited due to certain non-discrimination tests prescribed
by the IRC.
5
MTVi GROUP INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Vesting
-------
Participants in the Plan are immediately vested in their own contributions and
earnings thereon. Employer matching contributions will vest at 20% per year of
service, becoming fully vested after five years of service. If participants
terminate employment prior to being vested in their employer matching
contributions and received a distribution of the vested portion of their
account, the non-vested portion of their account is forfeited and used to pay
administrative expenses and to fund future employer matching contributions.
Employer matching contributions of $6,887 during the nine months ended December
31, 2000 were forfeited by terminating employees before those amounts became
vested and were used as noted above.
Loans to Participants
---------------------
The Loan Fund is a separate fund established solely for the purpose of
administering loans to participants. Participants are eligible to receive loans
based on their account balances. The maximum loan available to a participant is
the lesser of 50% of the participant's vested account balance or $50,000,
reduced by the highest outstanding balance of any Plan loan made to the
participant during the twelve-month period ending on the day before the loan is
made. The minimum loan available to a participant is $500. The interest rate on
participant loans is established on the first day of the calendar quarter at a
rate of 1% above the annual prime commercial rate and only one loan may be
outstanding at one time. Participants may elect repayment periods from twelve to
sixty months through payroll deductions commencing as soon as administratively
possible following the distribution of the loan. The Plan allows participants to
elect a repayment term of up to 300 months for loans used for the acquisition of
a principal residence. Transfers of participant balances for loan disbursements
and repayments of loan principal and interest to the Loan Fund are specifically
identified in the respective participants' accounts and allocated in accordance
with their current investment elections.
Distributions and Withdrawals
-----------------------------
Earnings on both employee and employer contributions are not subject to income
tax until they are distributed or withdrawn from the Plan.
Participants in the Plan, or their beneficiaries, may receive their account
balances, in a lump sum or in installments over a period of up to 20 years, in
the event of retirement, termination of employment, disability or death.
Participants must receive a required minimum distribution upon attainment of age
70 1/2 unless they are still employed.
Participants who have been in the Plan or affiliated plans at least five years
may elect to withdraw up to 100% of their employer matching contribution account
and earnings thereon, while those who have participated less than five years are
limited to withdrawing vested employer matching contributions made at least two
years prior to the withdrawal including earnings thereon. In addition,
participants in the Plan may receive part or all of their after-tax and rollover
contributions. Upon attainment of age 59 1/2, participants may withdraw all or
part of their before-tax contributions and earnings thereon. All of the above
withdrawal elections are subject to a provision that a participant can make only
one such request during each calendar year.
6
MTVi GROUP INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
A participant may obtain a hardship withdrawal of the vested portion of employer
matching contributions and before-tax contributions provided that the
requirements for hardship are met. There is no restriction on the number of
hardship withdrawals permitted.
Termination Priorities
----------------------
The Partnership reserves the right by action of its Executive Committee to amend
or terminate the Plan provided that such action is in accordance with applicable
law. In the event that the Plan is terminated, subject to conditions set forth
in ERISA, the Plan provides that the net assets of the Plan be distributed to
participants in proportion to their respective vested interests in such net
assets at that date.
Plan Expenses
-------------
The Partnership pays for expenses incurred in connection with the administration
of the Plan and the investment of Plan assets, to the extent not covered by
forfeitures.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
-------------------
The accrual method of accounting is used for financial statement presentation.
Investment Valuation and Income Recognition
-------------------------------------------
Short-term money market obligations are carried at cost which approximates fair
value due to the short-term maturity of these investments. Viacom Inc. Class A
Common Stock and Class B Common Stock are reported at fair value based on the
quoted market price of the stock on the New York Stock Exchange. Investments
with registered investment companies are reported at fair value based upon the
market value of the underlying securities as priced by national security
exchanges. Guaranteed investment contracts and synthetic investment contracts
held by the Master Trust are reported at contract value, which represents the
aggregate amount of deposits thereto, plus interest at the contract rate, less
withdrawals. Participant loans consist of the outstanding principal of loans to
Plan participants at December 31, 2000. The loans outstanding as of December 31,
2000 carry interest rates ranging from 8.75% to 10.50%. Interest income is
accrued as earned and dividend income is recorded on the ex-dividend date.
Security Transactions
---------------------
Purchases and sales of securities are recorded on the trade date. The historical
average cost basis is used to determine gains or losses on security
dispositions.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
7
MTVi GROUP INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Payment of Benefits
-------------------
Benefits are recorded when paid.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan to make estimates and assumptions, such
as those regarding fair value, that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of changes in net assets
available for benefits during the reporting period. Actual results could differ
from those estimates.
Risks and Uncertainties
-----------------------
The Plan provides for various investment options. Investment securities are
exposed to various risks such as interest rate, market and credit. Due to the
level of risk associated with certain investment securities and the level of
uncertainty related to changes in the value of such securities, it is at least
reasonably possible that changes in risks in the near term could materially
affect participants' account balances and the amounts reported in the statement
of net assets available for benefits and the related statement of changes in net
assets available for benefits.
NOTE 3 - INVESTMENTS
Individual investments that represent greater than 5% of net assets available
for benefits at December 31, 2000 are identified below:
Units Net Assets
------ ----------
Putnam Voyager Fund........................ 35,860 $857,403
Viacom Inc. Class B Common Stock........... 16,258 760,077
Putnam Investors Fund...................... 29,985 463,873
Putnam Fund for Growth and Income.......... 13,006 254,401
Europacific Growth Fund.................... 6,553 205,438
8
MTVi GROUP INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
During the nine-month period ended December 31, 2000, the Plan's investments
(including investments bought, sold and held during the year) appreciated
(depreciated) as follows:
Registered Investment Companies:
--------------------------------
Capital Guardian Emerging Markets Equity Fund ............ $ (991)
Europacific Growth Fund .................................. (75,209)
Miller, Anderson & Sherrerd, LLP (MAS)
Small Cap Value Portfolio ............................ (543)
Morgan Stanley Dean Witter (MSDW)
Institutional Fund Technology Portfolio .............. (36,186)
Morgan Stanley Dean Witter (MSDW) Institutional Fund
U.S. Real Estate Portfolio ........................... 661
Putnam International Voyager Fund ........................ (12,654)
Putnam Investors Fund .................................... (123,313)
Putnam S&P 500 Index Fund ................................ (17,652)
Putnam Voyager Fund ...................................... (337,727)
Trust Company of the West (TCW) Galileo
Small Cap Growth Fund ................................ (6,415)
George Putnam Fund of Boston ............................. 2,174
Putnam Fund for Growth and Income ........................ 14,961
Vanguard Lifestrategy Income Fund ........................ (30)
Vanguard Lifestrategy Moderate Growth Fund ............... (147)
Vanguard Lifestrategy Growth Fund ........................ (1,404)
Mellon Bank Daily Liquidity Aggregate Bond Fund .......... 3,259
Pacific Investment Management Company (PIMCO)
High Yield Fund....................................... (107)
-------------
(591,323)
Common Stock:
------------
Viacom Inc. Common Stock ................................. (116,841)
-------------
Net depreciation .............................................. $ (708,164)
=============
NOTE 4 - NONPARTICIPANT-DIRECTED INVESTMENTS
Current employer matching contributions are invested entirely in Viacom Inc.
Class B Common Stock.
Information about the net assets, at December 31, 2000, and the significant
components of the changes in net assets, for the nine months ended December 31,
2000, relating to the nonparticipant-directed investments are as follows:
Net Assets:
Viacom Inc. Class A Common Stock .............................. $ 40,251
Viacom Inc. Class B Common Stock .............................. $ 628,873
Changes in Net Assets:
Transfer from other plan....................................... $ 623,254
Contributions.................................................. 185,954
Net depreciation............................................... (95,760)
Benefits paid to participants.................................. (37,437)
Other.......................................................... (6,887)
-------------
$ 669,124
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9
MTVi GROUP INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - INCOME TAX STATUS
The Partnership has not filed an application for a favorable determination
letter from the Internal Revenue Service with respect to the qualified status of
the Plan under Section 401(a) of the Internal Revenue Code ("IRC"). However, the
Plan administrator and the Plan's counsel believe that the Plan is currently
designed and is being operated in compliance with the applicable requirements of
the IRC. Therefore, they believe that the Plan was qualified and the related
trust was tax-exempt as of the financial statement date.
NOTE 6 - INVESTMENT IN MASTER TRUST
The value of the Plan's interest in the total investments of the Master Trust
was 0.1% at December 31, 2000, and the allocated share of investment income for
the year then ended was 0.1%. The allocated share of investment income
percentage reflects the income earned over the nine-month period ended December
31, 2000 that the Plan was part of the Master Trust over the total amount earned
by the Master Trust during the year.
The following table presents the investments of the Master Trust at December 31,
2000:
Certus Interest Income Fund:
Guaranteed investment contracts ...................... $ 16,563,962
Synthetic investment contracts ....................... 35,832,613
Putnam short-term investment fund .................... 2,576,896
---------------
Net Investments in Master Trust ................ $ 54,973,471
===============
Investment income of the Master Trust for the year ended December 31, 2000 is as
follows:
Guaranteed investment contracts ...................... $ 1,038,371
Synthetic investment contracts ....................... 2,173,803
Putnam short-term investment fund .................... 258,728
Investment manager fees .............................. (57,083)
---------------
Net Investment Income ...................... $ 3,413,819
===============
The guaranteed investment contracts and synthetic investment contracts are fully
benefit-responsive and are therefore presented at contract value. The
Partnership does not expect any employer initiated events that may cause
premature liquidation of a contract at market value. At December 31, 2000, the
fair value of these investments in the Master Trust in the aggregate was
$55,572,187, with an average yield of 6.61%. The return on assets for the year
ended December 31, 2000 was 6.50%. The synthetic investment contract interest
rates are evaluated on a quarterly basis and may be reset when the expected cash
flow characteristics of the underlying security change.
10
SCHEDULE I
MTVi GROUP INVESTMENT PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2000
Unit/Principal
Amount/Shares/
Maturity and Cost of Current
Identity of issue, borrowing lessor or similar party Interest Rates Acquisitions Value
---------------------------------------------------- -------------- ------------ -----
Registered Investment Companies:
Capital Guardian Emerging Markets Equity Fund............... 538 $ 4,634 $ 3,686
Europacific Growth Fund..................................... 6,553 201,307 205,438
Miller, Anderson & Sherrerd, LLP (MAS) Small Cap Value
Portfolio................................................ 399 8,128 7,587
Morgan Stanley Dean Witter (MSDW) Institutional Fund
Technology Portfolio..................................... 2,812 107,117 72,596
Morgan Stanley Dean Witter (MSDW) Institutional Fund
U.S. Real Estate Portfolio............................... 1,083 14,995 15,648
* Putnam International Voyager Fund........................... 2,303 62,938 52,039
* Putnam Investors Fund....................................... 29,985 450,959 463,873
* Putnam S&P 500 Index Fund................................... 4,890 152,540 154,914
* Putnam Voyager Fund......................................... 35,860 868,102 857,403
Trust Company of the West (TCW) Galileo Small Cap
Growth Fund.............................................. 580 22,245 15,897
* George Putnam Fund of Boston................................ 2,038 35,396 35,065
* Putnam Fund for Growth and Income........................... 13,006 264,765 254,401
Vanguard Lifestrategy Income Fund........................... 264 3,463 3,433
Vanguard Lifestrategy Moderate Growth Fund.................. 194 3,497 3,350
Vanguard Lifestrategy Growth Fund........................... 1,005 20,963 19,694
Mellon Bank Daily Liquidity Aggregate Bond Fund............. 482 48,511 52,423
Pacific Investment Management Company (PIMCO)
High Yield Fund.......................................... 385 3,843 3,736
Common Stock Fund:
* Viacom Inc. Class A Common Stock............................ 856 15,085 40,251
* Viacom Inc. Class B Common Stock............................ 16,258 597,097 760,077
Plan's interest in Master Trust:
Certus Interest Income Fund................................. 74,083 74,083 74,083
* Loans to participants......................................... Various maturities and 16,395
interest rates ranging
from 8.75% to 10.50% ------------
Total investments............ $ 3,111,989
============
* Identified as a party-in-interest.
S-1
SCHEDULE II
MTVi GROUP INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
NINE MONTHS ENDED DECEMBER 31, 2000
Expenses Current Value
Incurred of Asset on
Purchase Selling Lease With Cost of Transaction Net Gain
Description of Asset Price Price Rental Transaction Asset Date (Loss)
-------------------- -------- ------- ------ ----------- ------- ------------- --------
Single Transactions:
Transfer of assets ......5,235 units of the
Europacific Growth Fund $ 233,546 N/A N/A N/A $ 233,546 $ 233,546 N/A
* Transfer of assets ......25,164 units of the Putnam
Investors Fund $ 501,013 N/A N/A N/A $ 501,013 $ 501,013 N/A
* Transfer of assets ......11,388 units of the Putnam
Fund for Growth and Income $ 208,973 N/A N/A N/A $ 208,973 $ 208,973 N/A
* Transfer of assets ......27,010 units of the Putnam
Voyager Fund $ 942,377 N/A N/A N/A $ 942,377 $ 942,377 N/A
* Transfer of assets ......12,923 units of Viacom
Inc. Class B Common Stock $ 681,678 N/A N/A N/A $ 681,678 $ 681,678 N/A
Series Transactions:
* Putnam Voyager Fund ..... 11,510 units $ 340,585 N/A N/A N/A $ 340,585 $ 340,585 --
* Putnam Investors Fund ... 8,322 units $ 153,067 N/A N/A N/A $ 153,067 $ 153,067 --
* Viacom Inc. Class B
Common Stock ............ 5,799 units $ 336,800 N/A N/A N/A $ 336,800 $ 336,800 --
* Identified as a party-in-interest.
The above transactions and series of transactions are in excess of 5 percent of
the fair value of the Plan's assets as of April 1, 2000, as defined in section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA.
S-2