or


[06/15/05 - 12:00 AM]
Viacom Board of Directors Approves Creation of Two Publicly Traded Companies Following Spin-Off

[via press release from Viacom]

Viacom Board Of Directors Approves Creation Of Two Publicly Traded Companies Following Spin-Off

Tax-Free Spin-Off to Maximize Long-Term Potential of Businesses and Highlight Value of Leading Entertainment Brands

NEW YORK, June 14, 2005 -- Sumner M. Redstone, Chairman and Chief Executive Officer of Viacom Inc. (NYSE: VIA and VIA.B), announced today that the Company�s Board of Directors has unanimously approved the creation of two separate publicly traded companies from the Company�s leading entertainment brands through a spin-off to Viacom stockholders.

The transaction will result in stockholders holding shares in both companies, and is expected to be tax-free to shareholders. Following the spin-off, which is expected to be completed in the first quarter of 2006, Sumner Redstone will serve as Chairman and will be the controlling shareholder of the companies, which will both be headquartered in New York.

Viacom also announced that the Board of Directors has named Shari Redstone to the newly created position of Non-Executive Vice Chairman of the Board. Ms. Redstone, President of National Amusements Inc., has been a member of the Viacom Board since 1994. Additionally, in line with its ongoing corporate governance initiatives, the Company announced that Frederic V. Salerno, a member of the Viacom Board since 1994 and former Vice Chairman and Chief Financial Officer of Verizon Communications Inc., has been appointed to the newly created position of Lead Independent Director. The appointment reflects Mr. Salerno�s role as Chair of the Board�s Nominating and Governance Committee.

Mr. Redstone said, �Today we celebrate our past successes by stepping forward to embrace the future. This transaction is the logical extension of the strategic vision that created Viacom and recognizes the inherent diversity of our assets as well as the changing business environment. We believe that this transaction will enable Viacom shareholders to fully benefit from the important gains we realized in building this Company by fully unlocking our significant untapped potential and creating new opportunities to build on our leadership positions, maximize earnings growth and fully exploit our considerable strengths.�

�I want to commend the Viacom Board of Directors and the Viacom management team for the careful and thorough strategic analysis that led to this important decision,� Mr. Redstone added. �The decision to create two new companies was the result of intense study by the Board, which worked closely with the Company�s management and carefully analyzed all strategic options before reaching its conclusion. The Board believes the transaction will result in two strong, focused and nimble companies, and will better enable management to directly impact and maximize the strengths of their respective businesses. Additionally, the Board believes that the transaction will provide current and potential stockholders with attractive investment options that are more closely aligned with their various investment objectives.�

Mr. Redstone added that the Board has formed a Special Committee, which he will chair, that will assist and monitor the process of creating the two companies. Also serving on the Committee will be Viacom Board members Shari Redstone, Frederic Salerno and Philippe Dauman. Ms. Redstone will serve as Vice Chairman of the Committee.

The new company created through the tax-free spin-off will retain the Viacom Inc. name and will be led by Mr. Freston. The new Viacom will be comprised of MTV Networks (including MTV, VH1, Nickelodeon, Nick at Nite, Comedy Central, CMT: Country Music Television, Spike TV, TV Land and many other networks around the world), BET, Paramount Pictures, Paramount Home Entertainment and Famous Music. The other company, to be called CBS Corporation, will be led by Mr. Moonves and will combine the CBS and UPN broadcast networks, Viacom Television Stations Group, Infinity Broadcasting, Viacom Outdoor, the CBS, Paramount and King World television production and syndication operations, as well as Showtime, Simon & Schuster and Paramount Parks. Additional announcements regarding specific details on the two new companies, including financial structures, management teams and a more detailed timetable for the process, will be made over the next several weeks.

�The new Viacom and CBS will have highly complementary business portfolios, leadership positions in their industries and superior management teams that have direct incentives to create greater shareholder value. In addition, each company will have distinct capital structures designed to generate higher returns. Under the leadership of Tom Freston and Leslie Moonves, shareholders of each company will benefit from more focused long-term and individualized approaches that will amplify the significant strengths of the respective businesses.

�The new Viacom will focus on organic expansion through the creation of cutting-edge content, unrivaled brands, specialized and highly desirable demographics and the continuing expansion of delivery platforms,� Mr. Redstone added. �We anticipate that this company�s stock will attract a higher trading multiple that can in turn be used for targeted acquisitions in promising areas. With the increased importance of wireless, online and video gaming businesses, the ability of the new Viacom to be opportunistic will be a distinct and powerful advantage. Additionally, we believe that the new Viacom�s significant cash flow generation will provide the opportunity for significant share repurchases.�

�The new CBS will be a strong generator of free cash flow with industry-leading positions across television and radio broadcasting, television production and out-of-home advertising. With industry leading positions in content creation and delivery, CBS will be extraordinarily well-positioned to maximize existing opportunities and execute on new areas designed to create value. Importantly, this company will also have the financial capability to return significant capital to stockholders through dividend payments and stock repurchases.�

Viacom is a leading global media company, with preeminent positions in broadcast and cable television, radio, outdoor advertising, and online. With programming that appeals to audiences in every demographic category across virtually all media, the company is a leader in the creation, promotion, and distribution of entertainment, news, sports, music, and comedy. Viacom�s well-known brands include CBS, MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures, Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy Central, CMT: Country Music Television, King World, Spike TV, Showtime, Paramount Parks, and Simon & Schuster. More information about Viacom and its businesses is available at www.viacom.com.

Information About the Transaction

In connection with the proposed transaction, Viacom intends to file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission. Investors and securityholders are urged to read the Registration Statement and related materials that are filed with the SEC when they become available, because they will contain important information about the proposed transaction. Investors and securityholders will be able to obtain copies of these documents, and other documents containing information about Viacom, without charge, at the SEC's website at www.sec.gov.

Cautionary Statement Concerning Forward-looking Statements

This news release contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not based on historical facts, but rather reflect the Company�s current expectations concerning future results and events. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause the actual results, performance or achievements of the Company to be different from any future results, performance and achievements expressed or implied by these statements. The forward-looking statements included in this document are made only as of the date of this document, and, under section 27A of the Securities Act and section 21E of the Exchange Act, we do not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.





  [june 2005]  
S
M
T
W
T
F
S
   


· SHOWATCH
(series past and present)
· DEVWATCH
(series in development)
· MOVIEWATCH
(tv movies and mini-series)









[12/21/14 - 09:11 AM]
Saturday's Broadcast Ratings: CBS Tops Evening with "Thursday Night Football" Special
The Eye's primetime NFL coverage wins the night in both total viewers and adults 18-49.

[12/21/14 - 08:56 AM]
"Saturday Night Live," With Host Amy Adams, Was the #1 Big 4 Non-Sports Telecast of the Night in Both Households and 18-49
NBC spins the numbers for Saturday, December 20.

[12/20/14 - 09:00 AM]
NBC Ranks #1 Friday Night Among the Big 4 in Adults 18-49, Total Viewers, Adults 25-54 and All Other Key Measures
NBC spins the numbers for Friday, December 19.

[12/20/14 - 08:47 AM]
Friday's Broadcast Ratings: NBC Tops Viewers, Demos with "Dateline"
The Peacock leads the night with its perennial newsmagazine.

[12/19/14 - 05:41 PM]
NBC Shuffles Its Friday Lineup; "Constantine" to Open Night
Beginning January 16, look for "Constantine" at 8:00/7:00c followed by "Grimm" at 9:00/8:00c and "Dateline NBC" at 10:00/9:00c.

[12/19/14 - 03:15 PM]
David Schwimmer Cast as Attorney Robert Kardashian in "American Crime Story: The People v. O.J. Simpson"
He'll join the previously announced Cuba Gooding Jr. as O.J. Simpson and Sarah Paulson as Marcia Clark.

[12/19/14 - 12:47 PM]
"Whale Wars" Returns to Animal Planet January 2 with a World Premiere Three-Hour Event
Under legal siege, Captain Paul Watson is forced to hand the mission over to youthful veteran Peter Hammarstedt following a ruling from the United States Court of Appeals for the Ninth Circuit.

[12/19/14 - 11:58 AM]
Velocity and Discovery Channel Announce the On Air Team for Barrett-Jackson Live
Coverage begins Tuesday, January 13 from 6-8 PM ET on Discovery Channel and continues through Sunday, January 18 from 2-7 PM ET on Velocity.

[12/19/14 - 10:12 AM]
"Night Will Fall," Revealing the Untold Story of a 1945 Film Detailing Concentration-Camp Atrocities, Debuts Jan. 26, Exclusively on HBO
The film juxtaposes horrific raw footage and scenes from the 1945 documentary with insights from the survivors, the soldiers who liberated them and the filmmakers who recorded these appalling images.

[12/19/14 - 10:02 AM]
USA Network Announces Series Pick-Up for New Drama "Mr. Robot"
The series stars Rami Malek, Christian Slater, Portia Doubleday, Carly Chaikin and Martin Wallstrom.

[12/19/14 - 10:02 AM]
Starz Releases New Video and Image from "Outlander"
The release is part of Starz's 25 Days of #OutlanderOfferings that has been giving fans something extra special for the holidays to get them through the #Droughtlander.

[12/19/14 - 10:00 AM]
AMC Casts International Film Star Daniel Wu as Lead of "Badlands" (WT)
The series tells the story of a ruthless, well-trained warrior named Sunny (Wu) and a young boy who embark on a journey across a dangerous land to find enlightenment.

[12/19/14 - 09:20 AM]
"@midnight" Moves to 11:30 p.m. for Two Weeks Only; Comedy Central Premieres "Ari Shaffir: Paid Regular" and "This Is Not Happening" in January
The premiere episode of "This Is Not Happening" will be available on Amazon Instant Video on January 12 and in the Comedy Central App on January 13.

[12/19/14 - 08:41 AM]
"The People Magazine Awards" Generates NBC's Biggest Audience in Its Slot, Excluding "Peter Pan Live!" and NFL, Since October 23
NBC spins the numbers for Thursday, December 18.

[12/19/14 - 08:39 AM]
Emmy(R)-Winning Series "Banshee" Returns for Third Season Jan. 9, Exclusively on Cinemax
New guest stars this season include Denis O'Hare, Chaske Spencer, Tom Pelphrey and Meaghan Rath.