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)











[02/01/15 - 08:56 AM]
Netflix Acquires Provocative Documentary "Hot Girls Wanted" at Sundance Film Festival
The film was directed by Jill Bauer and Ronna Gradus and produced by Rashida Jones, Bauer, Gradus and Brittany Huckabee.

[02/01/15 - 08:51 AM]
"NFL Honors" Is the #1 Primetime Telecast of the Night on the Big 4 in Adults 18-49
NBC spins the numbers for Saturday, January 31.

[02/01/15 - 08:30 AM]
Saturday's Broadcast Ratings: "NFL Honors" Powers Demo Victory for NBC
The Peacock's coverage leads the night among adults 18-49.

[01/31/15 - 08:47 AM]
"Grimm" Retains 92% of Last Week's Rating in Adults 18-49, Which Matched Its Highest Result Since Its Season Debut
NBC spins the numbers for Friday, January 30.

[01/31/15 - 08:39 AM]
ABC Wins Friday with the Top 2 Shows - "20/20" Hits 10-Week Highs
ABC spins the numbers for Friday, January 30.

[01/31/15 - 08:35 AM]
Friday's Broadcast Ratings: ABC Takes Home Demo Crown with "Shark Tank"
The network's reality mainstay leads the night among adults 18-49.

[01/30/15 - 11:56 PM]
Development Update: Friday, January 30
Updates include: TBS reportedly cancels "Ground Floor" after two seasons; Busy Philipps joins "Vice Principals" at HBO; and ABC gives pilot orders to 11 projects.

[01/30/15 - 03:44 PM]
Video: "Game of Thrones" - Season 5 Trailer
The show's 10-episode fifth season kicks off on Sunday, April 12 at 9:00/8:00c.

[01/30/15 - 02:01 PM]
Production Has Started in New Orleans on "Zoo," CBS's New Drama Series Based on James Patterson's Bestselling Novel
The series starring James Wolk, Kristen Connolly, Billy Burke, Nora Arnezeder and Nonso Anozie will premiere in summer 2015.

[01/30/15 - 01:30 PM]
HBO Greenlights Miniseries "Lewis and Clark," Starring Casey Affleck and Matthias Schoenaerts, With Production to Begin This Summer
Edward Norton, Brad Pitt, Dede Gardner, Tom Hanks and Gary Goetzman are among the executive producers.

[01/30/15 - 01:01 PM]
Airdate of March 25 Set for "Nashville: On the Record 2," One Hour Music Special Featuring Performances by the Cast and Special Superstar Guest Reba
Direct from Nashville's world famous Grand Ole Opry House, cast members of ABC's acclaimed primetime series "Nashville" will take the stage to perform songs from the show and provide candid interviews backstage.

[01/30/15 - 11:34 AM]
ABC Family Begins Production and Announces Cast of Two Comedy Pilots: "Kevin from Work" and "Tough Cookie"
Both pilots are single-camera and are shooting in Los Angeles.

[01/30/15 - 11:24 AM]
HGTV Delivers Highest Rated Wednesday Night in Its History with "Property Brothers" and "House Hunters"
HGTV spins the numbers for Wednesday, January 28.

[01/30/15 - 10:30 AM]
USA Network Announces Super Bowl Spot for "Dig"
The 15-second spot will feature clips from the international production, premiering Thursday, March 5 at 10:00/9:00c.

[01/30/15 - 09:18 AM]
Chart Topping Fall Out Boy and Charli XCX Will Get the Party Started for Super Bowl XLIX at "VH1 + Papa John's(R) Super Bowl Blitz: A Concert for the Troops"
Joining tonight's celebration is Super Bowl XLIX's esteemed National Anthem singer Idina Menzel.