SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 3)
SportsLine.com, Inc.
(Name of the Issuer)
SportsLine.com, Inc.
Stargate Acquisition Corp. One
Stargate Acquisition Corp. Two
CBS Broadcasting Inc.
Westinghouse CBS Holding Company, Inc.
Viacom Inc.
NAIRI, Inc.
National Amusements, Inc.
Sumner M. Redstone
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
848-934-10-5
(CUSIP Number of Class of Securities)
SportsLine.com, Inc. 2200 W. Cypress Creek Road Fort Lauderdale, FL 33309 Attn: Michael Levy Tel. No.: (954) 489-4000 | Viacom Inc. 1515 Broadway New York, NY 10036 Attn: Michael D. Fricklas Tel. No.: (212) 258-6000 |
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement)
copies to:
Hughes Hubbard & Reed LLP One Battery Park Plaza New York, NY 10004 Attn: Kenneth A. Lefkowitz Tel. No.: (212) 837-6000 | Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, FL 33131 Attn: Kenneth C. Hoffman Tel. No.: (305) 579-0500 | Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 Attn: Thomas H. Kennedy Tel. No.: (212) 735-3000 |
This statement is filed in connection with (check the appropriate box):
| a. | x | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
| b. | ¨ | The filing of a registration statement under the Securities Act of 1933. | ||
| c. | ¨ | A tender offer. | ||
| d. | ¨ | None of the above. | ||
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of the transaction.x
Calculation of Filing Fees
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
| $51,454,155 | $6,519.24 |
| (1) | For purposes of calculating the filing fee only. Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 1, 2004 (the “Merger Agreement”), by and among SportsLine.com, Inc., Viacom Inc. and Stargate Acquisition Corp. Two, each share of SportsLine common stock, other than (1) shares owned by stockholders who are entitled to and have exercised and perfected appraisal rights, (2) shares held in SportsLine treasury and (3) shares held by Viacom or any of its subsidiaries, will be converted into the right to receive $1.75 in cash. In addition, pursuant to the Merger Agreement each outstanding stock option (whether or not vested and exercisable) and each outstanding warrant (to the extent vested), will be canceled in exchange for (1) the excess of $1.75 over the per share exercise price multiplied by (2) the number of shares of common stock subject to such option or warrant. The foregoing is based upon 28,603,868 issued and outstanding shares of common stock and an estimated aggregate cash payment of $1,397,386 to holders of outstanding options and warrants. |
| (2) | The filing fee, calculated in accordance with Regulation 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.00012670 multiplied by the total Transaction Valuation. |
| x | Check the box if any part of the fee is offset as provided by Section 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $6,519.24
Form or Registration No.: Schedule 14A – Preliminary Proxy Statement
Filing Party: SportsLine.com, Inc.
Date Filed: August 19, 2004
INTRODUCTION
This Amendment No. 3 (this “Final Amendment”) to Rule 13e-3 transaction statement on Schedule 13E-3 is being filed with the Securities and Exchange Commission (the “Commission”) jointly by the following persons (collectively, the “filing persons”): SportsLine.com, Inc. (“SportsLine” or the “Issuer”), Stargate Acquisition Corp. One (“Stargate One”), Stargate Acquisition Corp. Two (“Stargate Two”), CBS Broadcasting Inc. (“CBSBI”), Westinghouse CBS Holding Company, Inc. (“W/CBS HCI”), Viacom Inc. (“Viacom”), NAIRI, Inc. (“NAIRI”), National Amusements, Inc. (“NAI”) and Mr. Sumner M. Redstone.
The purpose of this Final Amendment is to report the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of August 1, 2004 (the “Merger Agreement”) among SportsLine, Viacom and Stargate Two. Pursuant to the Merger Agreement:
| • | Stargate Two has merged into SportsLine, with SportsLine as the surviving corporation (the “Merger”), which is an indirect, wholly-owned subsidiary of Viacom; and |
| • | each existing share of SportsLine’s common stock, par value $0.01 per share (“Common Stock”), other than shares held by Viacom or its controlled affiliates, treasury shares and dissenting shares, has been converted into the right to receive $1.75, without interest (the “Merger Consideration”). |
On November 8, 2004, SportsLine filed with the Commission a definitive proxy statement on Schedule 14A pursuant to Section 14(a) of the Exchange Act of 1934 (the “Proxy Statement”) relating to a special meeting of stockholders of SportsLine. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached as Appendix A to the Proxy Statement.
The information contained in this Schedule 13E-3 and the Proxy Statement concerning SportsLine was supplied by SportsLine and none of the other filing persons takes responsibility for the accuracy of such information. Similarly, the information contained in this Schedule 13E-3 and the Proxy Statement concerning each filing person other than SportsLine was supplied by each such filing person and no other filing person, takes responsibility for the accuracy of any information not supplied by such filing person.
| Item 3. | Identity and Background of Filing Persons. |
Item 3 is amended by restating Annex I through Annex VIII hereto.
2
| Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
Item 5 is amended and supplemented as follows:
At a special meeting of the stockholders of SportsLine held on December 10, 2004, SportsLine’s stockholders adopted the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of SportsLine common stock entitled to vote thereon (such affirmative voting being31,608,923 shares for,151,540 shares against and 9,573 shares abstaining).
| Item 6. | Purposes of the Transaction and Plans or Proposals. |
Item 6 is amended and supplemented by reporting that the consummation of the Merger occurred on December 10, 2004.
3
| Item 16. | Exhibits. |
Item 16 is amended and restated to read in its entirety as follows:
Item 1016(a) through (d), (f) and (g) of Regulation M-A:
| (a)(1) | Definitive Proxy Statement filed with the Commission on November 8, 2004. | |
| (a)(2) | Form of Proxy Card, filed with the Commission along with the Proxy Statement. | |
| (a)(3) | Letter to Stockholders, filed with the Commission along with the Proxy Statement. | |
| (a)(4) | Notice of Special Meeting of Stockholders, filed with the Commission along with the Proxy Statement. | |
| (a)(5) | Press Release dated August 2, 2004 (filed as Exhibit 99.1 to SportsLine’s Current Report on Form 8-K dated (date of earliest event reported) August 1, 2004 and incorporated herein by reference). | |
| (a)(6) | Form of Voting and Irrevocable Proxy Agreement dated as of August 1, 2004 entered into by each of Michael Levy, Mark J. Mariani and Kenneth W. Sanders with Viacom and Stargate Two (attached as Appendix D to the Proxy Statement). | |
| (a)(7) | Letter Agreement dated August 1, 2004 from CBSBI to SportsLine (filed as Exhibit 99.3 to SportsLine’s Current Report on Form 8-K dated (date of earliest event reported) August 1, 2004 and incorporated herein by reference). | |
| (a)(8) | Letter Agreement dated August 1, 2004 from Viacom to Michael Levy (filed as Exhibit 99.4 to SportsLine’s Current Report on Form 8-K dated (date of earliest event reported) August 1, 2004 and incorporated herein by reference). | |
| (a)(9) | Letter Agreement dated August 1, 2004 from Viacom to Mark J. Mariani (filed as Exhibit 99.6 to SportsLine’s Current Report on Form 8-K dated (date of earliest event reported) August 1, 2004 and incorporated herein by reference). | |
| (a)(10) | Letter Agreement dated August 1, 2004 from Viacom to Kenneth W. Sanders (filed as Exhibit 99.5 to SportsLine’s Current Report on Form 8-K dated (date of earliest event reported) August 1, 2004 and incorporated herein by reference). | |
| (a)(11) | Memorandum of Understanding dated August 1, 2004 among counsel to the plaintiffs and counsel to the defendants in the various class action lawsuits instituted by certain purported stockholders of SportsLine (filed as Exhibit (a)(11) to the Schedule 13E-3 filed by the filing persons on August 19, 2004 and incorporated herein by reference). | |
| (a)(12) | Press Release dated December 10, 2004 (filed as Exhibit 99.1 to SportsLine’s current report on Form 8-K dated (date of earliest event reported) December 10, 2004 and incorporated herein by reference). | |
| (c)(1) | Opinion of Perseus Group (attached as Appendix B to the Proxy Statement). | |
| (c)(2) | Presentation materials, dated as of August 1, 2004, prepared by Perseus Group (filed as Exhibit (c)(2) to the Schedule 13E-3 filed by the filing persons on August 19, 2004 and incorporated herein by reference). | |
| (c)(3) | Presentation materials, dated as of June 28, 2004, prepared by Perseus Group (filed as Exhibit (c)(3) to Amendment No. 1 to the Schedule 13E-3 filed by the filing persons on October 1, 2004 and incorporated herein by reference). | |
| (d)(1) | Agreement and Plan of Merger dated as of August 1, 2004 among Viacom, Stargate Two and SportsLine (attached as Appendix A to the Proxy Statement). | |
| (f) | Section 262 of the Delaware General Corporation Law (attached as Appendix C to the Proxy Statement). | |
4
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2004
SPORTSLINE.COM, INC. | ||
By: | /s/ KENNETH S. GERSH | |
| Kenneth S. Gersh | ||
| Vice President, General Counsel | ||
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2004
STARGATE ACQUISITION CORP. ONE | ||
By: | /s/ MICHAEL D. FRICKLAS | |
| Michael D. Fricklas | ||
| Executive Vice President | ||
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2004
STARGATE ACQUISITION CORP. TWO | ||
By: | /s/ MICHAEL D. FRICKLAS | |
| Michael D. Fricklas | ||
| Executive Vice President | ||
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2004
CBS BROADCASTING INC. | ||
By: | /s/ MICHAEL D. FRICKLAS | |
| Michael D. Fricklas | ||
| Executive Vice President | ||
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2004
WESTINGHOUSE CBS HOLDING | ||
By: | /s/ MICHAEL D. FRICKLAS | |
| Michael D. Fricklas | ||
| Executive Vice President | ||
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2004
VIACOM INC. | ||
By: | /s/ MICHAEL D. FRICKLAS | |
| Michael D. Fricklas | ||
| Executive Vice President | ||
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2004
NAIRI, INC. | ||
By: | /s/ SUMNER M. REDSTONE | |
| Sumner M. Redstone | ||
| Chairman and President | ||
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2004
NATIONAL AMUSEMENTS, INC. | ||
By: | /s/ SUMNER M. REDSTONE | |
| Sumner M. Redstone | ||
| Chairman and Chief Executive Officer | ||
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2004
| /s/ SUMNER M. REDSTONE |
| Sumner M. Redstone |
| Individually |
ANNEX I
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
SportsLine.com, Inc.
DIRECTORS
Name and Business Address | Material Five-Year Employment History | |
Michael Levy SportsLine.com, Inc. 2200 West Cypress Creek Road Fort Lauderdale, FL 33309 | Mr. Levy has served as SportsLine’s Chairman of the Board, President and Chief Executive Officer since its inception in February 1994. From 1979 through March 1993, Mr. Levy served as President, Chief Executive Officer and as a director of Lexicon Corporation, a high technology company specializing in data communications and signal processing technology. From January 1988 to June 1993, Mr. Levy also served as Chairman of the Board and Chief Executive Officer of Sports-Tech International, Inc., a company engaged in the development, acquisition, integration and sale of computer software, equipment and computer-aided video systems used by professional, collegiate and high school sports programs. Between June 1993 and February 1994, Mr. Levy was a private investor. | |
Thomas Cullen Charter Communications 6399 S. Fiddler’s Green Circle Suite 600 Greenwood Village, CO 80111 | Mr. Cullen has been a director of SportsLine since 1997. Mr. Cullen has been Executive Vice President – Advanced Services & Business Development for Charter Communications since August 2004 and was Senior Vice President – Advanced Services & Business Development for Charter Communications from August 2003 until August 2004. Charter Communications is a broadband communications company, providing a range of services to homes and businesses, including digital cable television, cable modem Internet access and telephony services. From July 2000 through August 2003, Mr. Cullen was a private investor and business consultant. Mr. Cullen served as President of MediaOne Ventures, Inc. from April 1997 until its purchase by AT&T Corp. in June 2000. From 1981 through 1997, Mr. Cullen held various senior positions with US WEST and MediaOne in the areas of business development, new product initiatives and strategic investments. | |
Peter Glusker Viacom Digital Media Group 1515 Broadway New York, NY 10036 | Mr. Glusker has been a director of SportsLine since March 2004. He has served as Senior Vice President of Viacom Digital Media Group, a division of Viacom, formerly known as Viacom Interactive Ventures and CBS Internet Group, since February 2000. From November 1999 through February 2000, Mr. Glusker was Managing Partner of The Accelerator Group, LLC. From September 1998 to November 1999, Mr. Glusker was a self-employed consultant. Mr. Glusker also serves as a member of the board of directors of MarketWatch.com, Inc. | |
I-1
ANNEX I
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
SportsLine.com, Inc.
Name and Business Address | Material Five-Year Employment History | |
Richard B. Horrow Horrow Sports Ventures, Inc. 6800 SW 40th St., Suite 174 Miami, FL 33155 | Mr. Horrow has been a director of SportsLine since September 1994. Mr. Horrow is an attorney and sports development consultant and has served as President of Horrow Sports Ventures, Inc., a sports consulting firm, since its inception in May 1988. Mr. Horrow also currently serves as a consultant for various sports-related matters to the National Football League, International Speedway Corporation, the PGA TOUR, the Baltimore Orioles, Major League Soccer, the cities of Richmond, Virginia; Birmingham, Alabama; and Charlotte, North Carolina; and the State of West Virginia. Mr. Horrow also serves as a member of the board of directors of GPS Industries, Inc. | |
Sean McManus Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. McManus has been a director of SportsLine since March 1997. Mr. McManus has served as President of CBS Sports since December 1996. From October 1987 to December 1996, Mr. McManus was Senior Vice President U.S. Television Sales and Programming at Trans World International, the television division of International Management Group. From August 1981 to October 1987, Mr. McManus was Vice President Planning and Development at NBC Sports. From September 1979 to August 1981, Mr. McManus served as Associate Producer and Producer at NBC Sports and from August 1977 to September 1979 he was a Production Assistant at ABC Sports. | |
Andrew Nibley Marsteller 230 Park Ave South, Third Fl. New York, NY 10003 | Mr. Nibley has been a director of SportsLine since March 1996. In January, 2003, Mr. Nibley became Chairman of Marsteller, the creative and advertising arm of Burson-Marsteller, a public relations firm owned by WPP. From October 1999 to December 2001, Mr. Nibley ran Vivendi Universal’s global Internet music business and served as President and Chief Executive Officer of both GetMusic LLC and Rollingstone.com. From January 1998 to September 1999, Mr. Nibley served as President of Reuters NewMedia, Inc., a company he co-founded in 1994, and of which he had been a director since January 1994. From January 1994 to January 1998, Mr. Nibley served as Editor of Reuters, America Inc. as well as Senior Vice President News and Television. Mr. Nibley also currently serves on the Board of Directors of several privately held companies in the online and offline media businesses. | |
I-2
ANNEX I
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
SportsLine.com, Inc.
Name and Business Address | Material Five-Year Employment History | |
Michael P. Schulhof Private Investor 375 Park Avenue, Suite 1505 New York, NY 10152 | Mr. Schulhof has been a director of SportsLine since November 1997. Mr. Schulhof is currently a private investor focused on high technology, new media and Internet companies. From June 1974 to January 1996, Mr. Schulhof held various positions at Sony Corporation of America, Inc. and most recently served as President and Chief Executive Officer from June 1993 to January 1996. Mr. Schulhof is a trustee of Brandeis University, New York University Medical Center, the International Tennis Hall of Fame and the Brookings Institution. Mr. Schulhof also serves on the Board of Directors of the Center on Addiction and Substance Abuse at Columbia University and The American Hospital of Paris Foundations and is a member of the Council on Foreign Relations. Mr. Schulhof is a director of j2 Global Communications, Inc. |
I-3
ANNEX I
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
SportsLine.com, Inc.
EXECUTIVE OFFICERS
Name and Business Address | Material Five-Year Employment History | |
Michael Levy SportsLine.com, Inc. 2200 West Cypress Creek Road Fort Lauderdale, FL 33309 | Mr. Levy has served as SportsLine’s Chairman of the Board, President and Chief Executive Officer since its inception in February 1994. From 1979 through March 1993, Mr. Levy served as President, Chief Executive Officer and as a director of Lexicon Corporation, a high technology company specializing in data communications and signal processing technology. From January 1988 to June 1993, Mr. Levy also served as Chairman of the Board and Chief Executive Officer of Sports-Tech International, Inc., a company engaged in the development, acquisition, integration and sale of computer software, equipment and computer-aided video systems used by professional, collegiate and high school sports programs. Between June 1993 and February 1994, Mr. Levy was a private investor. | |
Sharon M. Glickman SportsLine.com, Inc. 2200 West Cypress Creek Road Fort Lauderdale, FL 33309 | Ms. Glickman has served as SportsLine’s Chief Financial Officer since February 2004. Ms. Glickman joined SportsLine in September 1996 and served as Assistant Controller until April 1998 when she was promoted to Corporate Controller. Between August 1985 and May 1996, Ms. Glickman was employed by Alamo Rent-A-Car, Inc. in various financial and accounting capacities. | |
Mark J. Mariani SportsLine.com, Inc. 2200 West Cypress Creek Road Fort Lauderdale, FL 33309 | Mr. Mariani has served as President, Sales and Marketing, since June 1999. He joined SportsLine in April 1996 as Executive Vice President, Sales. From August 1991 to March 1996, Mr. Mariani served as Executive Vice President of Sports Sales for Turner Broadcasting Sales, Inc. From June 1990 to August 1991, Mr. Mariani served as Senior Vice President and National Sales Manager for CNN in New York and, from May 1986 to June 1990, Mr. Mariani served as Vice President for CNN Sales Midwest. Prior to joining Turner Broadcasting, Mr. Mariani served as an Account Executive for WBBM, a television station in Chicago, Illinois, owned and operated by CBS television. | |
I-4
ANNEX I
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
SportsLine.com, Inc.
Name and Business Address | Material Five-Year Employment History | |
Kenneth W. Sanders SportsLine.com, Inc. 2200 West Cypress Creek Road Fort Lauderdale, FL 33309 | Mr. Sanders has served as SportsLine’s Executive Vice President, Strategic and Financial Planning since February 2004. Mr. Sanders joined SportsLine in September 1997 and was its President of Finance and Administration and Chief Financial Officer from January 2001 to February 2004 and its Vice President and Chief Financial Officer from September 1997 until October 1998. From January 1996 to August 1997, Mr. Sanders served as Senior Vice President, Chief Financial Officer of Paging Network, Inc., the world’s largest paging company during the 1990s. From May 1993 to December 1995, Mr. Sanders served as Executive Vice President, Chief Financial Officer and a director of CellStar Corporation, an integrated wholesaler and retailer of cellular phones and related products. Between July 1979 and April 1993, Mr. Sanders was employed by KPMG Peat Marwick, most recently as an Audit Partner from July 1990 to April 1993. | |
Stephen E. Snyder SportsLine.com, Inc. 2200 West Cypress Creek Road Fort Lauderdale, FL 33309 | Mr. Snyder has served as SportsLine’s Executive Vice President, Product Development and Operations since November 2003. From July 1999 to November 2001, he served as vice president of production, from November 2001 to May 2002 he was vice president of strategic product development and from May 2002 to November 2003 he was vice president of marketing. Mr. Snyder joined SportsLine in January 1998 as director of infrastructure engineering when SportsLine acquired GolfWeb of which he was director of site development. | |
I-5
ANNEX II
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Stargate Acquisition Corp. One
DIRECTORS
Name and Business Address | Material Five-Year Employment History | |
Robert G. Freedline Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Freedline has been Senior Vice President, Treasurer of Viacom since May 2002. Prior to that, he served as Vice President and Treasurer of Viacom from May 2000 to May 2002. From May 1998 to May 2000, he served as Vice President and Controller of CBS Corporation. Mr. Freedline also served as Director of Business Planning and Development of CBS from June 1996 to May 1998. | |
Michael D. Fricklas Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Fricklas has been Executive Vice President, General Counsel and Secretary of Viacom since May 2000. From October 1998 to May 2000, he served as Senior Vice President, General Counsel and Secretary of Viacom and from July 1993 to October 1998, he served as Vice President, Deputy General Counsel of Viacom. | |
Susan C. Gordon Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Gordon has been Senior Vice President, Controller and Chief Accounting Officer of Viacom since May 2002. Prior to that, she served as Vice President, Controller and Chief Accounting Officer of Viacom from April 1995 to May 2002 and as Vice President, Internal Audit from October 1986 to April 1995. From June 1985 to October 1986, Ms. Gordon served as Controller of Viacom Broadcasting. She joined the Company in 1981 and has held various positions in the corporate finance area. | |
II-1
ANNEX II
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Stargate Acquisition Corp. One
EXECUTIVE OFFICERS
Name and Business Address | Material Five-Year Employment History | |
Leslie Moonves Viacom Inc. 7800 Beverly Boulevard Los Angeles, CA 90036 | Mr. Moonves has been Co-President and Co-Chief Operating Officer of Viacom since June 2004. Prior to that, he served as Chairman and Chief Executive Officer of CBS, a unit of Viacom, since 2003 and as President and Chief Executive Officer of CBS since 1998. Mr. Moonves joined CBS in 1995 as President, CBS Entertainment. Prior to that, Mr. Moonves was President of Warner Bros. Television since July 1993. | |
Richard J. Bressler Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Bressler has been Senior Executive Vice President and Chief Financial Officer of Viacom since May 2001. Before joining Viacom, Mr. Bressler was Executive Vice President of AOL Time Warner Inc. and Chief Executive Officer of AOL Time Warner Investments. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media. He also served as Executive Vice President and Chief Financial Officer of Time Warner Inc. from March 1995 to June 1999. Mr. Bressler serves on the National Advisory Committee of JPMorgan Chase. | |
Michael D. Fricklas Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Fricklas has been Executive Vice President, General Counsel and Secretary of Viacom since May 2000. From October 1998 to May 2000, he served as Senior Vice President, General Counsel and Secretary of Viacom and from July 1993 to October 1998, he served as Vice President, Deputy General Counsel of Viacom. | |
Harry Isaacs CBS Broadcasting Inc. 7800 Beverly Blvd. Los Angeles, CA 90036 | Mr. Isaacs has been Senior Vice President, CBS Industrial Relations for CBS Broadcasting Inc. since October 2000. Prior to that, he served as Vice President, Labor Relations of Paramount Pictures from January 1997 to October 2000. | |
II-2
ANNEX II
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Stargate Acquisition Corp. One
Name and Business Address | Material Five-Year Employment History | |
Fredric G. Reynolds Viacom Television Stations Group 513 West 57th Street New York, NY 10019 | Mr. Reynolds has been the President and Chief Executive Officer of Viacom Television Stations Group since 2001. Prior to that, he served as Executive Vice President and Chief Financial Officer of Viacom from 2000 to 2001. From 1994 to 2000, Mr. Reynolds served as Executive Vice President and Chief Financial Officer of CBS Corporation. | |
Dennis Swanson Viacom Television Stations Group 513 West 57th Street New York, NY 10019 | Mr. Swanson has been the Executive Vice President and Chief Operating Officer of Viacom Television Stations Group since July 2002. Prior to that, he was the co-chair to NBC Olympics from October 1998 to July 2002. From July 1996 to July 2002, Mr. Swanson was the President of WNBC. | |
William A. Roskin Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Roskin was elected Executive Vice President, Human Resources and Administration of Viacom in November 2004. He had been Senior Vice President, Human Resources and Administration of Viacom since July 1992. Prior to that, he served as Vice President, Human Resources and Administration of Viacom from April 1988 to July 1992. From May 1986 to April 1988, he was Senior Vice President, Human Resources at Coleco Industries, Inc. From 1976 to 1986, he held various executive positions at Warner Communications Inc., serving most recently as Vice President, Industrial and Labor Relations. | |
Robert G. Freedline Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Freedline has been Senior Vice President, Treasurer of Viacom since May 2002. Prior to that, he served as Vice President and Treasurer of Viacom from May 2000 to May 2002. From May 1998 to May 2000, he served as Vice President and Controller of CBS Corporation. Mr. Freedline also served as Director of Business Planning and Development of CBS from June 1996 to May 1998. | |
Susan C. Gordon Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Gordon has been Senior Vice President, Controller and Chief Accounting Officer of Viacom since May 2002. Prior to that, she served as Vice President, Controller and Chief Accounting Officer of Viacom from April 1995 to May 2002 and as Vice President, Internal Audit from October 1986 to April 1995. From June 1985 to October 1986, Ms. Gordon served as Controller of Viacom Broadcasting. She joined the Company in 1981 and has held various positions in the corporate finance area. | |
II-3
ANNEX II
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Stargate Acquisition Corp. One
Name and Business Address | Material Five-Year Employment History | |
Bruce Taub CBS Television Network 51 West 52nd Street New York, NY 10019 | Mr. Taub has been the Chief Financial Officer of CBS Television Network for the last five years. | |
Jonathan Anschell CBS Broadcasting Inc. 7800 Beverly Blvd. Los Angeles, CA 90036 | Mr. Anschell has been Executive Vice President, General Counsel and Assistant Secretary of CBS Broadcasting Inc. since September 2004. From January 1997 to September 2004, he was a partner with the law firm of White O’Connor Currey & Avanzado LLP. | |
II-4
ANNEX III
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Stargate Acquisition Corp. Two
DIRECTORS
Name and Business Address | Material Five-Year Employment History | |
Robert G. Freedline Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Freedline has been Senior Vice President, Treasurer of Viacom since May 2002. Prior to that, he served as Vice President and Treasurer of Viacom from May 2000 to May 2002. From May 1998 to May 2000, he served as Vice President and Controller of CBS Corporation. Mr. Freedline also served as Director of Business Planning and Development of CBS from June 1996 to May 1998. | |
Michael D. Fricklas Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Fricklas has been Executive Vice President, General Counsel and Secretary of Viacom since May 2000. From October 1998 to May 2000, he served as Senior Vice President, General Counsel and Secretary of Viacom and from July 1993 to October 1998, he served as Vice President, Deputy General Counsel of Viacom. | |
Susan C. Gordon Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Gordon has been Senior Vice President, Controller and Chief Accounting Officer of Viacom since May 2002. Prior to that, she served as Vice President, Controller and Chief Accounting Officer of Viacom from April 1995 to May 2002 and as Vice President, Internal Audit from October 1986 to April 1995. From June 1985 to October 1986, Ms. Gordon served as Controller of Viacom Broadcasting. She joined the Company in 1981 and has held various positions in the corporate finance area. | |
III-1
ANNEX III
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Stargate Acquisition Corp. Two
EXECUTIVE OFFICERS
Name and Business Address | Material Five-Year Employment History | |
Leslie Moonves Viacom Inc. 7800 Beverly Boulevard Los Angeles, CA 90036 | Mr. Moonves has been Co-President and Co-Chief Operating Officer of Viacom since June 2004. Prior to that, he served as Chairman and Chief Executive Officer of CBS, a unit of Viacom, since 2003 and as President and Chief Executive Officer of CBS since 1998. Mr. Moonves joined CBS in 1995 as President, CBS Entertainment. Prior to that, Mr. Moonves was President of Warner Bros. Television since July 1993. | |
Richard J. Bressler Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Bressler has been Senior Executive Vice President and Chief Financial Officer of Viacom since May 2001. Before joining Viacom, Mr. Bressler was Executive Vice President of AOL Time Warner Inc. and Chief Executive Officer of AOL Time Warner Investments. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media. He also served as Executive Vice President and Chief Financial Officer of Time Warner Inc. from March 1995 to June 1999. Mr. Bressler serves on the National Advisory Committee of JPMorgan Chase. | |
Michael D. Fricklas Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Fricklas has been Executive Vice President, General Counsel and Secretary of Viacom since May 2000. From October 1998 to May 2000, he served as Senior Vice President, General Counsel and Secretary of Viacom and from July 1993 to October 1998, he served as Vice President, Deputy General Counsel of Viacom. | |
Harry Isaacs CBS Broadcasting Inc. 7800 Beverly Blvd. Los Angeles, CA 90036 | Mr. Isaacs has been Senior Vice President, CBS Industrial Relations for CBS Broadcasting Inc. since October 2000. Prior to that, he served as Vice President, Labor Relations of Paramount Pictures from January 1997 to October 2000. | |
III-2
ANNEX III
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Stargate Acquisition Corp. Two
Name and Business Address | Material Five-Year Employment History | |
Fredric G. Reynolds Viacom Television Stations Group 513 West 57th Street New York, NY 10019 | Mr. Reynolds has been the President and Chief Executive Officer of Viacom Television Stations Group since 2001. Prior to that, he served as Executive Vice President and Chief Financial Officer of Viacom from 2000 to 2001. From 1994 to 2000, Mr. Reynolds served as Executive Vice President and Chief Financial Officer of CBS Corporation. | |
Dennis Swanson Viacom Television Stations Group 513 West 57th Street New York, NY 10019 | Mr. Swanson has been the Executive Vice President and Chief Operating Officer of Viacom Television Stations Group since July 2002. Prior to that, he was the co-chair to NBC Olympics from October 1998 to July 2002. From July 1996 to July 2002, Mr. Swanson was the President of WNBC. | |
William A. Roskin Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Roskin was elected Executive Vice President, Human Resources and Administration of Viacom in November 2004. He had been Senior Vice President, Human Resources and Administration of Viacom since July 1992. Prior to that, he served as Vice President, Human Resources and Administration of Viacom from April 1988 to July 1992. From May 1986 to April 1988, he was Senior Vice President, Human Resources at Coleco Industries, Inc. From 1976 to 1986, he held various executive positions at Warner Communications Inc., serving most recently as Vice President, Industrial and Labor Relations. | |
Robert G. Freedline Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Freedline has been Senior Vice President, Treasurer of Viacom since May 2002. Prior to that, he served as Vice President and Treasurer of Viacom from May 2000 to May 2002. From May 1998 to May 2000, he served as Vice President and Controller of CBS Corporation. Mr. Freedline also served as Director of Business Planning and Development of CBS from June 1996 to May 1998. | |
Susan C. Gordon Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Gordon has been Senior Vice President, Controller and Chief Accounting Officer of Viacom since May 2002. Prior to that, she served as Vice President, Controller and Chief Accounting Officer of Viacom from April 1995 to May 2002 and as Vice President, Internal Audit from October 1986 to April 1995. From June 1985 to October 1986, Ms. Gordon served as Controller of Viacom Broadcasting. She joined the Company in 1981 and has held various positions in the corporate finance area. | |
III-3
ANNEX III
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Stargate Acquisition Corp. Two
Name and Business Address | Material Five-Year Employment History | |
Bruce Taub CBS Television Network 51 West 52nd Street New York, NY 10019 | Mr. Taub has been the Chief Financial Officer of CBS Television Network for the last five years. | |
Jonathan Anschell CBS Broadcasting Inc. 7800 Beverly Blvd. Los Angeles, CA 90036 | Mr. Anschell has been Executive Vice President, General Counsel and Assistant Secretary of CBS Broadcasting Inc. since September 2004. From January 1997 to September 2004, he was a partner with the law firm of White O’Connor Currey & Avanzado LLP. | |
III-4
ANNEX IV
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
CBS Broadcasting Inc.
DIRECTORS
Name and Business Address | Material Five-Year Employment History | |
Robert G. Freedline Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Freedline has been Senior Vice President, Treasurer of Viacom since May 2002. Prior to that, he served as Vice President and Treasurer of Viacom from May 2000 to May 2002. From May 1998 to May 2000, he served as Vice President and Controller of CBS Corporation. Mr. Freedline also served as Director of Business Planning and Development of CBS from June 1996 to May 1998. | |
Michael D. Fricklas Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Fricklas has been Executive Vice President, General Counsel and Secretary of Viacom since May 2000. From October 1998 to May 2000, he served as Senior Vice President, General Counsel and Secretary of Viacom and from July 1993 to October 1998, he served as Vice President, Deputy General Counsel of Viacom. | |
Susan C. Gordon Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Gordon has been Senior Vice President, Controller and Chief Accounting Officer of Viacom since May 2002. Prior to that, she served as Vice President, Controller and Chief Accounting Officer of Viacom from April 1995 to May 2002 and as Vice President, Internal Audit from October 1986 to April 1995. From June 1985 to October 1986, Ms. Gordon served as Controller of Viacom Broadcasting. She joined the Company in 1981 and has held various positions in the corporate finance area. | |
IV-1
ANNEX IV
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
CBS Broadcasting Inc.
EXECUTIVE OFFICERS
Name and Business Address | Material Five-Year Employment History | |
Leslie Moonves Viacom Inc. 7800 Beverly Boulevard Los Angeles, CA 90036 | Mr. Moonves has been Co-President and Co-Chief Operating Officer of Viacom since June 2004. Prior to that, he served as Chairman and Chief Executive Officer of CBS, a unit of Viacom, since 2003 and as President and Chief Executive Officer of CBS since 1998. Mr. Moonves joined CBS in 1995 as President, CBS Entertainment. Prior to that, Mr. Moonves was President of Warner Bros. Television since July 1993. | |
Richard J. Bressler Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Bressler has been Senior Executive Vice President and Chief Financial Officer of Viacom since May 2001. Before joining Viacom, Mr. Bressler was Executive Vice President of AOL Time Warner Inc. and Chief Executive Officer of AOL Time Warner Investments. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media. He also served as Executive Vice President and Chief Financial Officer of Time Warner Inc. from March 1995 to June 1999. Mr. Bressler serves on the National Advisory Committee of JPMorgan Chase. | |
Michael D. Fricklas Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Fricklas has been Executive Vice President, General Counsel and Secretary of Viacom since May 2000. From October 1998 to May 2000, he served as Senior Vice President, General Counsel and Secretary of Viacom and from July 1993 to October 1998, he served as Vice President, Deputy General Counsel of Viacom. | |
Harry Isaacs CBS Broadcasting Inc. 7800 Beverly Blvd. Los Angeles, CA 90036 | Mr. Isaacs has been Senior Vice President, CBS Industrial Relations for CBS Broadcasting Inc. since October 2000. Prior to that, he served as Vice President, Labor Relations of Paramount Pictures from January 1997 to October 2000. | |
Fredric G. Reynolds Viacom Television Stations Group 513 West 57th Street New York, NY 10019 | Mr. Reynolds has been the President and Chief Executive Officer of Viacom Television Stations Group since 2001. Prior to that, he served as Executive Vice President and Chief Financial Officer of Viacom from 2000 to 2001. From 1994 to 2000, Mr. Reynolds served as Executive Vice President and Chief Financial Officer of CBS Corporation. | |
IV-2
ANNEX IV
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
CBS Broadcasting Inc.
Name and Business Address | Material Five-Year Employment History | |
Dennis Swanson Viacom Television Stations Group 513 West 57th Street New York, NY 10019 | Mr. Swanson has been the Executive Vice President and Chief Operating Officer of Viacom Television Stations Group since July 2002. Prior to that, he was the co-chair to NBC Olympics from October 1998 to July 2002. From July 1996 to July 2002, Mr. Swanson was the President of WNBC. | |
William A. Roskin Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Roskin was elected Executive Vice President, Human Resources and Administration of Viacom in November 2004. He had been Senior Vice President, Human Resources and Administration of Viacom since July 1992. Prior to that, he served as Vice President, Human Resources and Administration of Viacom from April 1988 to July 1992. From May 1986 to April 1988, he was Senior Vice President, Human Resources at Coleco Industries, Inc. From 1976 to 1986, he held various executive positions at Warner Communications Inc., serving most recently as Vice President, Industrial and Labor Relations. | |
Robert G. Freedline Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Freedline has been Senior Vice President, Treasurer of Viacom since May 2002. Prior to that, he served as Vice President and Treasurer of Viacom from May 2000 to May 2002. From May 1998 to May 2000, he served as Vice President and Controller of CBS Corporation. Mr. Freedline also served as Director of Business Planning and Development of CBS from June 1996 to May 1998. | |
Susan C. Gordon Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Gordon has been Senior Vice President, Controller and Chief Accounting Officer of Viacom since May 2002. Prior to that, she served as Vice President, Controller and Chief Accounting Officer of Viacom from April 1995 to May 2002 and as Vice President, Internal Audit from October 1986 to April 1995. From June 1985 to October 1986, Ms. Gordon served as Controller of Viacom Broadcasting. She joined the Company in 1981 and has held various positions in the corporate finance area. | |
Bruce Taub CBS Television Network 51 West 52nd Street New York, NY 10019 | Mr. Taub has been the Chief Financial Officer of CBS Television Network for the last five years. | |
Jonathan Anschell CBS Broadcasting Inc. 7800 Beverly Blvd. Los Angeles, CA 90036 | Mr. Anschell has been Executive Vice President, General Counsel and Assistant Secretary of CBS Broadcasting Inc. since September 2004. From January 1997 to September 2004, he was a partner with the law firm of White O’Connor Currey & Avanzado LLP. | |
IV-3
ANNEX V
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Westinghouse CBS Holding Company, Inc.
DIRECTORS
Name and Business Address | Material Five-Year Employment History | |
Robert G. Freedline Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Freedline has been Senior Vice President, Treasurer of Viacom since May 2002. Prior to that, he served as Vice President and Treasurer of Viacom from May 2000 to May 2002. From May 1998 to May 2000, he served as Vice President and Controller of CBS Corporation. Mr. Freedline also served as Director of Business Planning and Development of CBS from June 1996 to May 1998. | |
Michael D. Fricklas Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Fricklas has been Executive Vice President, General Counsel and Secretary of Viacom since May 2000. From October 1998 to May 2000, he served as Senior Vice President, General Counsel and Secretary of Viacom and from July 1993 to October 1998, he served as Vice President, Deputy General Counsel of Viacom. | |
Susan C. Gordon Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Gordon has been Senior Vice President, Controller and Chief Accounting Officer of Viacom since May 2002. Prior to that, she served as Vice President, Controller and Chief Accounting Officer of Viacom from April 1995 to May 2002 and as Vice President, Internal Audit from October 1986 to April 1995. From June 1985 to October 1986, Ms. Gordon served as Controller of Viacom Broadcasting. She joined the Company in 1981 and has held various positions in the corporate finance area. | |
V-1
ANNEX V
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Westinghouse CBS Holding Company, Inc.
EXECUTIVE OFFICERS
Name and Business Address | Material Five-Year Employment History | |
Leslie Moonves Viacom Inc. 7800 Beverly Boulevard Los Angeles, CA 90036 | Mr. Moonves has been Co-President and Co-Chief Operating Officer of Viacom since June 2004. Prior to that, he served as Chairman and Chief Executive Officer of CBS, a unit of Viacom, since 2003 and as President and Chief Executive Officer of CBS since 1998. Mr. Moonves joined CBS in 1995 as President, CBS Entertainment. Prior to that, Mr. Moonves was President of Warner Bros. Television since July 1993. | |
Richard J. Bressler Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Bressler has been Senior Executive Vice President and Chief Financial Officer of Viacom since May 2001. Before joining Viacom, Mr. Bressler was Executive Vice President of AOL Time Warner Inc. and Chief Executive Officer of AOL Time Warner Investments. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media. He also served as Executive Vice President and Chief Financial Officer of Time Warner Inc. from March 1995 to June 1999. Mr. Bressler serves on the National Advisory Committee of JPMorgan Chase. | |
Michael D. Fricklas Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Fricklas has been Executive Vice President, General Counsel and Secretary of Viacom since May 2000. From October 1998 to May 2000, he served as Senior Vice President, General Counsel and Secretary of Viacom and from July 1993 to October 1998, he served as Vice President, Deputy General Counsel of Viacom. | |
Fredric G. Reynolds Viacom Television Stations Group 513 West 57th Street New York, NY 10019 | Mr. Reynolds has been the President and Chief Executive Officer of Viacom Television Stations Group since 2001. Prior to that, he served as Executive Vice President and Chief Financial Officer of Viacom from 2000 to 2001. From 1994 to 2000, Mr. Reynolds served as Executive Vice President and Chief Financial Officer of CBS Corporation. | |
V-2
ANNEX V
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Westinghouse CBS Holding Company, Inc.
Name and Business Address | Material Five-Year Employment History | |
Dennis Swanson Viacom Television Stations Group 513 West 57th Street New York, NY 10019 | Mr. Swanson has been the Executive Vice President and Chief Operating Officer of Viacom Television Stations Group since July 2002. Prior to that, he was the co-chair to NBC Olympics from October 1998 to July 2002. From July 1996 to July 2002, Mr. Swanson was the President of WNBC. | |
William A. Roskin Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Roskin was elected Executive Vice President, Human Resources and Administration of Viacom in November 2004. He had been Senior Vice President, Human Resources and Administration of Viacom since July 1992. Prior to that, he served as Vice President, Human Resources and Administration of Viacom from April 1988 to July 1992. From May 1986 to April 1988, he was Senior Vice President, Human Resources at Coleco Industries, Inc. From 1976 to 1986, he held various executive positions at Warner Communications Inc., serving most recently as Vice President, Industrial and Labor Relations. | |
Robert G. Freedline Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Freedline has been Senior Vice President, Treasurer of Viacom since May 2002. Prior to that, he served as Vice President and Treasurer of Viacom from May 2000 to May 2002. From May 1998 to May 2000, he served as Vice President and Controller of CBS Corporation. Mr. Freedline also served as Director of Business Planning and Development of CBS from June 1996 to May 1998. | |
Susan C. Gordon Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Gordon has been Senior Vice President, Controller and Chief Accounting Officer of Viacom since May 2002. Prior to that, she served as Vice President, Controller and Chief Accounting Officer of Viacom from April 1995 to May 2002 and as Vice President, Internal Audit from October 1986 to April 1995. From June 1985 to October 1986, Ms. Gordon served as Controller of Viacom Broadcasting. She joined the Company in 1981 and has held various positions in the corporate finance area. | |
Bruce Taub CBS Television Network 51 West 52nd Street New York, NY 10019 | Mr. Taub has been the Chief Financial Officer of CBS Television Network for the last five years. | |
Jonathan Anschell CBS Broadcasting Inc. 7800 Beverly Blvd. Los Angeles, CA 90036 | Mr. Anschell has been Executive Vice President, General Councel and Assistant Secretary of CBS Broadcasting Inc. since September 2004. From January 1997 to September 2004, he was a partner with the law firm of White O’Connor Currey & Avanzado LLP. | |
V-3
ANNEX VI
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Viacom Inc.
DIRECTORS
Name and Business Address | Material Five-Year Employment History | |
George S. Abrams Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Abrams has been a director of Viacom since 1987. He has been an attorney associated with the law firm of Winer and Abrams in Boston, Massachusetts since 1969. Mr. Abrams is also a trustee of the Museum of Fine Arts in Boston. Mr. Abrams is a director of National Amusements and Sonesta International Hotels Corporation. | |
David R. Andelman Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Andelman has been a director of Viacom since December 2000. He has been an attorney associated with the law firm of Lourie & Cutler, P.C. in Boston, Massachusetts since 1964. Mr. Andelman also serves as a director and treasurer of Lourie & Cutler. He is a director of National Amusements. | |
Joseph A. Califano, Jr. Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Califano has been a director of Viacom since 2003. He has been Chairman of the Board and President of The National Center on Addiction and Substance Abuse at Columbia University since 1992. Mr. Califano has served as Adjunct Professor of Public Health at Columbia University’s Medical School and School of Public Health since 1992 and is a member of the Institute of Medicine of the National Academy of Sciences. Mr. Califano was senior partner of the Washington, D.C. office of the law firm Dewey Ballantine from 1983 to 1992. Mr. Califano served as the United States Secretary of Health, Education and Welfare from 1977 to 1979, and he served as President Lyndon B. Johnson’s Assistant for Domestic Affairs from 1965 to 1969. He is the author of ten books. He is a director of Automatic Data Processing, Inc., Willis Group Holdings Limited and Midway Games, Inc. | |
William S. Cohen Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Cohen has been a director of Viacom since 2003. He has been the Chairman and Chief Executive Officer of The Cohen Group, a business consulting firm, since January 2001. Prior to founding The Cohen Group, Mr. Cohen served as the United States Secretary of Defense from January 1997 to 2001. He also served as a United States Senator from 1979 to 1997 and as a member of the United States House of Representatives from 1973 to 1979. Mr. Cohen is also a director of American International Group, Inc. and Head N.V. | |
VI-1
ANNEX VI
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Viacom Inc.
Name and Business Address | Material Five-Year Employment History | |
Philippe P. Dauman Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Dauman has been a director of Viacom since 1987. He has been the Co-Chairman and Chief Executive Officer of DND Capital Partners, L.L.C., a private equity firm, since May 2000. Mr. Dauman served as Viacom’s Deputy Chairman from 1996 until May 2000 and Executive Vice President from 1994 until May 2000. From 1993 to 1998, Mr. Dauman also served as General Counsel and Secretary of Viacom. Mr. Dauman is a director of National Amusements. He is also a director of Lafarge North America Inc. | |
Alan C. Greenberg Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Greenberg has been a director of Viacom since 2003. He has been Chairman of the Executive Committee of The Bear Stearns Companies Inc. since June 2001. Mr. Greenberg also served as Chairman of the Board of Bear Stearns from 1985 to 2001 and as its Chief Executive Officer from 1978 to 1993. He is also a director of The Bear Stearns Companies Inc. | |
VI-2
ANNEX VI
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Viacom Inc.
Name and Business Address | Material Five-Year Employment History | |
Jan Leschly Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Leschly has been a director of Viacom since 2000. He has been Chairman and Chief Executive Officer of Care Capital L.L.C., a private equity firm, since May 2000. Mr. Leschly served as the Chief Executive Officer of SmithKline Beecham Corp. from 1994 until April 2000. He served as Chairman of SmithKline Beecham’s worldwide pharmaceutical business from 1990 to 1994. Prior to that, Mr. Leschly was President and Chief Operating Officer of Squibb Corporation. Before joining Squibb Corporation in 1979, he served as Executive Vice President and President of the Pharmaceutical Division of Novo-Nordisk for eight years. Mr. Leschly was a director of CBS Corporation until its merger with Viacom in May 2000. He is also a director of American Express Co. | |
Charles E. Phillips, Jr. Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Phillips has been a director of Viacom since October 2004. He has been President of Oracle Corporation since 2003. He has also served as a member of the Board of Directors and Executive Management Committee for Oracle Corporation since January 2004. Prior to joining Oracle, Mr. Phillips was with Morgan Stanley’s Institutional Securities Division from 1994 to 2003, where he was responsible for analyzing the enterprise software industry. | |
VI-3
ANNEX VI
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Viacom Inc.
Name and Business Address | Material Five-Year Employment History | |
Shari E. Redstone Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Redstone has been a director of Viacom since 1994. She has been President of National Amusements since January 2000. Prior to that, Ms. Redstone served as Executive Vice President of National Amusements since 1994. She is also a director of National Amusements. Ms. Redstone practiced law from 1978 to 1993, with her practice including corporate law, estate planning and criminal law. Ms. Redstone is a member of the Board of Directors and Executive Committee for the National Association of Theatre Owners, Co-Chairman and Co-Chief Executive Officer of MovieTickets.com, Inc., Chairman and Chief Executive Officer of CineBridge Ventures, Inc. and Chairman and Chief Executive Officer of Rising Star Media. She is a member of the board of several charitable organizations, including the Board of Trustees at Dana Farber Cancer Institute, the Board of Directors at Combined Jewish Philanthropies and the Board of Directors of the John F. Kennedy Library Foundation, and is a former member of the Board of Overseers at Brandeis University and the Board of Trustees at Tufts University. She is also a director of Midway Games, Inc. |
VI-4
ANNEX VI
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Viacom Inc.
Name and Business Address | Material Five-Year Employment History | |
Sumner M. Redstone Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Redstone has been a director of Viacom since 1986. He has been Chairman of the Board of Viacom since 1987 and Chief Executive Officer since 1996. Mr. Redstone has also served as Chairman of the Board of National Amusements since 1986 and Chief Executive Officer of National Amusements since 1967. He served as President of National Amusements from 1967 through 1999. Mr. Redstone served as the first Chairman of the Board of the National Association of Theatre Owners and is currently a member of its Executive Committee. Since 1982, Mr. Redstone has been a member of the faculty of Boston University Law School, where he has lectured on entertainment law, and, since 1994, he has been a Visiting Professor at Brandeis University. He has also been a frequent lecturer at colleges, including Harvard Law School. Mr. Redstone graduated from Harvard University in 1944 and received a LL.B. from Harvard University School of Law in 1947. Upon graduation, Mr. Redstone served as Law Secretary with the United States Court of Appeals and then as a Special Assistant to the United States Attorney General. Mr. Redstone served in the Military Intelligence Division during World War II. While a student at Harvard, he was selected to join a special intelligence group whose mission was to break Japan’s high-level military and diplomatic codes. Mr. Redstone received, among other honors, two commendations from the Military Intelligence Division in recognition of his service, contribution and devotion to duty. He is also a recipient of the Army Commendation Award. He served as a director of Infinity until the merger of Infinity with Viacom in February 2001. |
VI-5
ANNEX VI
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Viacom Inc.
Name and Business Address | Material Five-Year Employment History | |
Fredric V. Salerno Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Salerno has been a director of Viacom since 1994. He was Vice Chairman and Chief Financial Officer of Verizon Communications Inc. from June 2000 to October 2002. Prior to that, Mr. Salerno served as Vice Chairman and Chief Financial Officer of Bell Atlantic (Verizon’s predecessor) from August 1997. Prior to the merger of Bell Atlantic and NYNEX Corporation, he served as Vice Chairman Finance and Business Development of NYNEX from 1994 to 1997. Mr. Salerno was Vice Chairman of the Board of NYNEX and President of the NYNEX Worldwide Services Group from 1991 to 1994. He is also a director of Akamai Technologies, Inc., The Bear Stearns Companies Inc., Consolidated Edison, Inc., Gabelli Asset Management and Popular Inc. | |
William Schwartz Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Schwartz has been a director of Viacom since 1987. He has been counsel to the law firm of Cadwalader, Wickersham & Taft since 1988. Mr. Schwartz served as Vice President for Academic Affairs (the chief academic officer) of Yeshiva University from 1993 to July 1998 and has been University Professor of Law at Yeshiva University and the Cardozo School of Law since 1991. He was Dean of the Boston University School of Law from 1980 to 1988 and a professor of law at Boston University from 1955 to 1991. Mr. Schwartz is an honorary member of the National College of Probate Judges. He formerly served as Chairman of the Boston Mayor’s Special Commission on Police Procedures and was a member of the Legal Advisory Board of the New York Stock Exchange (NYSE). | |
Patty Stonesifer Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Stonesifer has been a director of Viacom since 2000. She has been Co-Chair and President of the Bill & Melinda Gates Foundation since 1999. From 1997 to 1999, Ms. Stonesifer served as Chairwoman and President of the Gates Learning Foundation until it combined with the William H. Gates Foundation to form the Bill & Melinda Gates Foundation. Prior to that, Ms. Stonesifer ran her own management consulting firm from 1996 to 1997. From 1988 to 1996, she held various senior management positions at Microsoft Corporation, including Senior Vice President, Interactive Media Division, and Senior Vice President, Consumer Division. Ms. Stonesifer was a director of CBS Corporation until its merger with Viacom in May 2000. She is also a director of Amazon.com. | |
VI-6
ANNEX VI
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Viacom Inc.
Name and Business Address | Material Five-Year Employment History | |
Robert D. Walter Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Walter has been a director of Viacom since 2000. He was a founder of and has been Chairman and Chief Executive Officer of Cardinal Health, Inc. since 1971. Mr. Walter was a director of CBS Corporation until its merger with Viacom in May 2000 and a director of Infinity until the merger of Infinity with Viacom in February 2001. He is also a director of American Express Co. and Cardinal Health, Inc. |
VI-7
ANNEX VI
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Viacom Inc.
EXECUTIVE OFFICERS
Name and Business Address | Material Five-Year Employment History | |
Sumner M. Redstone Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Redstone has been a director of Viacom since 1986. He has been Chairman of the Board of Viacom since 1987 and Chief Executive Officer since 1996. Mr. Redstone has also served as Chairman of the Board of National Amusements since 1986 and Chief Executive Officer of National Amusements since 1967. He served as President of National Amusements from 1967 through 1999. Mr. Redstone served as the first Chairman of the Board of the National Association of Theatre Owners and is currently a member of its Executive Committee. Since 1982, Mr. Redstone has been a member of the faculty of Boston University Law School, where he has lectured on entertainment law, and, since 1994, he has been a Visiting Professor at Brandeis University. He has also been a frequent lecturer at colleges, including Harvard Law School. Mr. Redstone graduated from Harvard University in 1944 and received a LL.B. from Harvard University School of Law in 1947. Upon graduation, Mr. Redstone served as Law Secretary with the United States Court of Appeals and then as a Special Assistant to the United States Attorney General. Mr. Redstone served in the Military Intelligence Division during World War II. While a student at Harvard, he was selected to join a special intelligence group whose mission was to break Japan’s high-level military and diplomatic codes. Mr. Redstone received, among other honors, two commendations from the Military Intelligence Division in recognition of his service, contribution and devotion to duty. He is also a recipient of the Army Commendation Award. He served as a director of Infinity until the merger of Infinity with Viacom in February 2001. | |
Thomas E. Freston Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Freston has been Co-President and Co-Chief Operating Officer of Viacom since June 2004. Prior to that, he served as Chairman and Chief Executive Officer of MTV Networks, a unit of Viacom, since 1987. Mr. Freston joined MTV Networks’ predecessor company in 1980 and was one of the founding members of the team that launched MTV: Music Television. | |
VI-8
ANNEX VI
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Viacom Inc.
Name and Business Address | Material Five-Year Employment History | |
Leslie Moonves Viacom Inc. 7800 Beverly Boulevard Los Angeles, CA 90036 | Mr. Moonves has been Co-President and Co-Chief Operating Officer of Viacom since June 2004. Prior to that, he served as Chairman and Chief Executive Officer of CBS, a unit of Viacom, since 2003 and as President and Chief Executive Officer of CBS since 1998. Mr. Moonves joined CBS in 1995 as President, CBS Entertainment. Prior to that, Mr. Moonves was President of Warner Bros. Television since July 1993. | |
Richard J. Bressler Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Bressler has been Senior Executive Vice President and Chief Financial Officer of Viacom since May 2001. Before joining Viacom, Mr. Bressler was Executive Vice President of AOL Time Warner Inc. and Chief Executive Officer of AOL Time Warner Investments. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media. He also served as Executive Vice President and Chief Financial Officer of Time Warner Inc. from March 1995 to June 1999. Mr. Bressler serves on the National Advisory Committee of JPMorgan Chase. | |
Michael D. Fricklas Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Fricklas has been Executive Vice President, General Counsel and Secretary of Viacom since May 2000. From October 1998 to May 2000, he served as Senior Vice President, General Counsel and Secretary of Viacom and from July 1993 to October 1998, he served as Vice President, Deputy General Counsel of Viacom. | |
Carl D. Folta Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Folta has been Executive Vice President, Corporate Relations of Viacom since November 2004. He had been Senior Vice President, Corporate Relations of Viacom since November 1994. Prior to that, he served as Vice President, Corporate Relations of Viacom from April 1994 to November 1994. Mr. Folta held various communications positions at Paramount Communications Inc. from 1984 until joining the Company in April 1994. | |
Robert G. Freedline 1515 Broadway New York, NY 10036 | Mr. Freedline has been Senior Vice President, Treasurer of Viacom since May 2002. Prior to that, he served as Vice President and Treasurer of Viacom from May 2000 to May 2002. From May 1998 to May 2000, he served as Vice President and Controller of CBS Corporation. Mr. Freedline also served as Director of Business Planning and Development of CBS from June 1996 to May 1998. | |
VI-9
ANNEX VI
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
Viacom Inc.
Name and Business Address | Material Five-Year Employment History | |
Susan C. Gordon Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Gordon has been Senior Vice President, Controller and Chief Accounting Officer of Viacom since May 2002. Prior to that, she served as Vice President, Controller and Chief Accounting Officer of Viacom from April 1995 to May 2002 and as Vice President, Internal Audit from October 1986 to April 1995. From June 1985 to October 1986, Ms. Gordon served as Controller of Viacom Broadcasting. She joined the Company in 1981 and has held various positions in the corporate finance area. | |
Carol Melton Viacom Inc. 1515 Broadway New York, NY 10036 | Ms. Melton has been Executive Vice President, Government Affairs of Viacom since November 2004. She had been Senior Vice President, Government Affairs of Viacom since May 1997. Before joining Viacom, Ms. Melton served most recently as Vice President, Law and Public Policy at Time Warner Inc., having joined Warner Communications Inc. in 1987. Prior to that, Ms. Melton served as Legal Advisor to the Chairman of the Federal Communications Commission and as Assistant General Counsel for the National Cable Television Association. | |
William A. Roskin Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Roskin was elected Executive Vice President, Human Resources and Administration of Viacom in November 2004. He had been Senior Vice President, Human Resources and Administration of Viacom since July 1992. Prior to that, he served as Vice President, Human Resources and Administration of Viacom from April 1988 to July 1992. From May 1986 to April 1988, he was Senior Vice President, Human Resources at Coleco Industries, Inc. From 1976 to 1986, he held various executive positions at Warner Communications Inc., serving most recently as Vice President, Industrial and Labor Relations. | |
Martin M. Shea Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Shea has been Executive Vice President, Investor Relations of Viacom since November 2004. He had been Senior Vice President, Investor Relations of Viacom since January 1998. From July 1994 to May 1995 and from November 1995 to December 1997, he was Senior Vice President, Corporation Communications for Triarc Companies, Inc. From June 1995 through October 1995, he served as Managing Director of Edelman Worldwide. From 1977 until July 1994, Mr. Shea held various Investor Relations positions at Paramount Communications Inc., serving most recently as Vice President, Investor Relations. | |
VI-10
ANNEX VII
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
NAIRI, INC.
DIRECTORS
Name and Business Address | Material Five-Year Employment History | |
George S. Abrams Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Abrams has been a director of Viacom since 1987. He has been an attorney associated with the law firm of Winer and Abrams in Boston, Massachusetts since 1969. Mr. Abrams is also a trustee of the Museum of Fine Arts in Boston. Mr. Abrams is a director of National Amusements. | |
David R. Andelman Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Andelman has been a director of Viacom since December 2000. He has been an attorney associated with the law firm of Lourie & Cutler, P.C. in Boston, Massachusetts since 1964. Mr. Andelman also serves as a director and treasurer of Lourie & Cutler. He is a director of National Amusements. | |
Philippe P. Dauman Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Dauman has been a director of Viacom since 1987. He has been the Co-Chairman and Chief Executive Officer of DND Capital Partners, L.L.C., a private equity firm, since May 2000. Mr. Dauman served as Viacom’s Deputy Chairman from 1996 until May 2000 and Executive Vice President from 1994 until May 2000. From 1993 to 1998, Mr. Dauman also served as General Counsel and Secretary of Viacom. Mr. Dauman is a director of Lafarge North America Inc. | |
Brent D. Redstone c/o Showtime Networks Inc. 1633 Broadway New York, NY 10019 | Mr. Redstone has been a director of National Amusements from 1992 through the present. He was a director of Viacom from 1991 until May 21, 2003 and Special Counsel to the law firm of Davis, Graham and Stubbs, L.L.P. in Denver, Colorado from July 1998 to January 2000. | |
Shari E. Redstone National Amusements, Inc. 200 Elm Street Dedham, MA 02026 | Ms. Redstone has been a director of Viacom since 1994. She has been President of National Amusements since January 2000. Prior to that, Ms. Redstone served as Executive Vice President of National Amusements since 1994. She is also a director of National Amusements. Ms. Redstone practiced | |
VII-1
ANNEX VII
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
NAIRI, INC.
Name and Business Address | Material Five-Year Employment History | |
| law from 1978 to 1993, with her practice including corporate law, estate planning and criminal law. Ms. Redstone is a member of the Board of Directors and Executive Committee for the National Association of Theatre Owners, Co-Chairman and Co-Chief Executive Officer of MovieTickets.com, Inc., Chairman and Chief Executive Officer of CineBridge Ventures, Inc. and Chairman and Chief Executive Officer of Rising Star Media. She is a member of the board of several charitable organizations, including the Board of Trustees at Dana Farber Cancer Institute, the Board of Directors at Combined Jewish Philanthropies and the Board of Directors of the John F. Kennedy Library Foundation, and is a former member of the Board of Overseers at Brandeis University and the Board of Trustees at Tufts University. She is also a director of Midway Games, Inc. | ||
Sumner M. Redstone Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Redstone has been a director of Viacom since 1986. He has been Chairman of the Board of Viacom since 1987 and Chief Executive Officer since 1996. Mr. Redstone has also served as Chairman of the Board of National Amusements since 1986 and Chief Executive Officer of National Amusements since 1967. He served as President of National Amusements from 1967 through 1999. Mr. Redstone served as the first Chairman of the Board of the National Association of Theatre Owners and is currently a member of its Executive Committee. Since 1982, Mr. Redstone has been a member of the faculty of Boston University Law School, where he has lectured on entertainment law, and, since 1994, he has been a Visiting Professor at Brandeis University. He has also been a frequent lecturer at colleges, including Harvard Law School. Mr. Redstone graduated from Harvard University in 1944 and received a LL.B. from Harvard University School of Law in 1947. Upon graduation, Mr. Redstone served as Law Secretary with the United States Court of Appeals and then as a Special Assistant to the United States Attorney General. Mr. Redstone served in the Military Intelligence Division during World War II. While a student at Harvard, he was selected to join a special intelligence group whose mission was to break Japan’s high-level military and diplomatic codes. Mr. Redstone received, among other honors, two commendations from the Military Intelligence Division in recognition of his service, contribution and devotion to duty. He is also a recipient of the Army Commendation Award. He served as a | |
VII-2
ANNEX VII
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
NAIRI, INC.
Name and Business Address | Material Five-Year Employment History | |
| director of Infinity until the merger of Infinity with Viacom in February 2001. |
VII-3
ANNEX VII
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
NAIRI, INC.
EXECUTIVE OFFICERS
Name and Business Address | Material Five-Year Employment History | |
Sumner M. Redstone Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Redstone has been a director of Viacom since 1986. He has been Chairman of the Board of Viacom since 1987 and Chief Executive Officer since 1996. Mr. Redstone has also served as Chairman of the Board of National Amusements since 1986 and Chief Executive Officer of National Amusements since 1967. He served as President of National Amusements from 1967 through 1999. Mr. Redstone served as the first Chairman of the Board of the National Association of Theatre Owners and is currently a member of its Executive Committee. Since 1982, Mr. Redstone has been a member of the faculty of Boston University Law School, where he has lectured on entertainment law, and, since 1994, he has been a Visiting Professor at Brandeis University. He has also been a frequent lecturer at colleges, including Harvard Law School. Mr. Redstone graduated from Harvard University in 1944 and received a LL.B. from Harvard University School of Law in 1947. Upon graduation, Mr. Redstone served as Law Secretary with the United States Court of Appeals and then as a Special Assistant to the United States Attorney General. Mr. Redstone served in the Military Intelligence Division during World War II. While a student at Harvard, he was selected to join a special intelligence group whose mission was to break Japan’s high-level military and diplomatic codes. Mr. Redstone received, among other honors, two commendations from the Military Intelligence Division in recognition of his service, contribution and devotion to duty. He is also a recipient of the Army Commendation Award. He served as a director of Infinity until the merger of Infinity with Viacom in February 2001. | |
Shari E. Redstone National Amusements, Inc. 200 Elm Street Dedham, MA 02026 | Ms. Redstone has been a director of Viacom since 1994. She has been President of National Amusements since January 2000. Prior to that, Ms. Redstone served as Executive Vice President of National Amusements since 1994. She is also a director of National Amusements. Ms. Redstone practiced | |
VII-4
ANNEX VII
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
NAIRI, INC.
Name and Business Address | Material Five-Year Employment History | |
| law from 1978 to 1993, with her practice including corporate law, estate planning and criminal law. Ms. Redstone is a member of the Board of Directors and Executive Committee for the National Association of Theatre Owners, Co-Chairman and Co-Chief Executive Officer of MovieTickets.com, Inc., Chairman and Chief Executive Officer of CineBridge Ventures, Inc. and Chairman and Chief Executive Officer of Rising Star Media. She is a member of the board of several charitable organizations, including the Board of Trustees at Dana Farber Cancer Institute, the Board of Directors at Combined Jewish Philanthropies and the Board of Directors of the John F. Kennedy Library Foundation, and is a former member of the Board of Overseers at Brandeis University and the Board of Trustees at Tufts University. She is also a director of Midway Games, Inc. | ||
Jerome Magner National Amusements, Inc. 200 Elm Street Dedham, MA 02026 | Mr. Magner has been the Treasurer and Vice President of National Amusements, Inc. and its subsidiaries since November 1986. | |
Richard Sherman National Amusements, Inc. 200 Elm Street Dedham, MA 02026 | Mr. Sherman has been the Vice President, Finance of National Amusements, Inc. since April 1994 and has been the Assistant Secretary of National Amusements, Inc. and its subsidiaries since April 1994. | |
VII-5
ANNEX VIII
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
National Amusements, Inc.
DIRECTORS
Name and Business Address | Material Five-Year Employment History | |
George S. Abrams Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Abrams has been a director of Viacom since 1987. He has been an attorney associated with the law firm of Winer and Abrams in Boston, Massachusetts since 1969. Mr. Abrams is also a trustee of the Museum of Fine Arts in Boston. Mr. Abrams is a director of National Amusements. | |
David R. Andelman Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Andelman has been a director of Viacom since December 2000. He has been an attorney associated with the law firm of Lourie & Cutler, P.C. in Boston, Massachusetts since 1964. Mr. Andelman also serves as a director and treasurer of Lourie & Cutler. He is a director of National Amusements. | |
Philippe P. Dauman Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Dauman has been a director of Viacom since 1987. He has been the Co-Chairman and Chief Executive Officer of DND Capital Partners, L.L.C., a private equity firm, since May 2000. Mr. . Dauman served as Viacom’s Deputy Chairman from 1996 until May 2000 and Executive Vice President from 1994 until May 2000. From 1993 to 1998, Mr. Dauman also served as General Counsel and Secretary of Viacom. Mr. Dauman is a director of National Amusements. He is also a director of Lafarge North America Inc. | |
Brent D. Redstone c/o Showtime Networks Inc. 1633 Broadway New York, NY 10019 | Mr. Redstone has been a director of National Amusements from 1992 through the present. He was a director of Viacom from 1991 until May 21, 2003 and Special Counsel to the law firm of Davis, Graham and Stubbs, L.L.P. in Denver, Colorado from July 1998 to January 2000. | |
Shari E. Redstone National Amusements, Inc. 200 Elm Street Dedham, MA 02026 | Ms. Redstone has been a director of Viacom since 1994. She has been President of National Amusements since January 2000. Prior to that, Ms. Redstone served as Executive Vice President of National Amusements since 1994. She is also a director of National Amusements. Ms. Redstone practiced law from 1978 to 1993, with her practice including corporate law, estate planning and criminal law. Ms. Redstone is a member of the Board of Directors and Executive Committee for the National Association of Theatre Owners, Co-Chairman and Co-Chief Executive Officer of MovieTickets.com, Inc., Chairman and Chief Executive Officer of CineBridge | |
VIII-1
ANNEX VIII
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
National Amusements, Inc.
Name and Business Address | Material Five-Year Employment History | |
| Ventures, Inc. and Chairman and Chief Executive Officer of Rising Star Media. She is a member of the board of several charitable organizations, including the Board of Trustees at Dana Farber Cancer Institute, the Board of Directors at Combined Jewish Philanthropies and the Board of Directors of the John F. Kennedy Library Foundation, and is a former member of the Board of Overseers at Brandeis University and the Board of Trustees at Tufts University. She is also a director of Midway Games, Inc. | ||
Sumner M. Redstone Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Redstone has been a director of Viacom since 1986. He has been Chairman of the Board of Viacom since 1987 and Chief Executive Officer since 1996. Mr. Redstone has also served as Chairman of the Board of National Amusements since 1986 and Chief Executive Officer of National Amusements since 1967. He served as President of National Amusements from 1967 through 1999. Mr. Redstone served as the first Chairman of the Board of the National Association of Theatre Owners and is currently a member of its Executive Committee. Since 1982, Mr. Redstone has been a member of the faculty of Boston University Law School, where he has lectured on entertainment law, and, since 1994, he has been a Visiting Professor at Brandeis University. He has also been a frequent lecturer at colleges, including Harvard Law School. Mr. Redstone graduated from Harvard University in 1944 and received a LL.B. from Harvard University School of Law in 1947. Upon graduation, Mr. Redstone served as Law Secretary with the United States Court of Appeals and then as a Special Assistant to the United States Attorney General. Mr. Redstone served in the Military Intelligence Division during World War II. While a student at Harvard, he was selected to join a special intelligence group whose mission was to break Japan’s high-level military and diplomatic codes. Mr. Redstone received, among other honors, two commendations from the Military Intelligence Division in recognition of his service, contribution and devotion to duty. He is also a recipient of the Army Commendation Award. He served as a director of Infinity until the merger of Infinity with Viacom in February 2001. | |
VIII-2
ANNEX VIII
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
National Amusements, Inc.
EXECUTIVE OFFICERS
Name and Business Address | Material Five-Year Employment History | |
Sumner M. Redstone Viacom Inc. 1515 Broadway New York, NY 10036 | Mr. Redstone has been a director of Viacom since 1986. He has been Chairman of the Board of Viacom since 1987 and Chief Executive Officer since 1996. Mr. Redstone has also served as Chairman of the Board of National Amusements since 1986 and Chief Executive Officer of National Amusements since 1967. He served as President of National Amusements from 1967 through 1999. Mr. Redstone served as the first Chairman of the Board of the National Association of Theatre Owners and is currently a member of its Executive Committee. Since 1982, Mr. Redstone has been a member of the faculty of Boston University Law School, where he has lectured on entertainment law, and, since 1994, he has been a Visiting Professor at Brandeis University. He has also been a frequent lecturer at colleges, including Harvard Law School. Mr. Redstone graduated from Harvard University in 1944 and received a LL.B. from Harvard University School of Law in 1947. Upon graduation, Mr. Redstone served as Law Secretary with the United States Court of Appeals and then as a Special Assistant to the United States Attorney General. Mr. Redstone served in the Military Intelligence Division during World War II. While a student at Harvard, he was selected to join a special intelligence group whose mission was to break Japan’s high-level military and diplomatic codes. Mr. Redstone received, among other honors, two commendations from the Military Intelligence Division in recognition of his service, contribution and devotion to duty. He is also a recipient of the Army Commendation Award. He served as a director of Infinity until the merger of Infinity with Viacom in February 2001. | |
Shari E. Redstone National Amusements, Inc. 200 Elm Street Dedham, MA 02026 | Ms. Redstone has been a director of Viacom since 1994. She has been President of National Amusements since January 2000. Prior to that, Ms. Redstone served as Executive Vice President of National Amusements since 1994. She is also a director of National Amusements. Ms. Redstone practiced law from 1978 to 1993, with her practice including corporate law, estate planning and criminal law. Ms. Redstone is a member of the Board of Directors and Executive Committee for the National Association of Theatre Owners, Co-Chairman and Co-Chief Executive Officer of MovieTickets.com, Inc., Chairman and Chief Executive Officer of CineBridge | |
VIII-3
ANNEX VIII
(Continued)
Name, business address, present principal occupation or
employment and material five-year employment history of the directors and executive officers of
National Amusements, Inc.
Name and Business Address | Material Five-Year Employment History | |
| Ventures, Inc. and Chairman and Chief Executive Officer of Rising Star Media. She is a member of the board of several charitable organizations, including the Board of Trustees at Dana Farber Cancer Institute, the Board of Directors at Combined Jewish Philanthropies and the Board of Directors of the John F. Kennedy Library Foundation, and is a former member of the Board of Overseers at Brandeis University and the Board of Trustees at Tufts University. She is also a director of Midway Games, Inc. | ||
Jerome Magner National Amusements, Inc. 200 Elm Street Dedham, MA 02026 | Mr. Magner has been the Treasurer and Vice President of National Amusements, Inc. and its subsidiaries since November 1986. | |
Richard Sherman National Amusements, Inc. 200 Elm Street Dedham, MA 02026 | Mr. Sherman has been the Vice President, Finance of National Amusements, Inc. since April 1994 and has been the Assistant Secretary of National Amusements, Inc. and its subsidiaries since April 1994. | |
VIII-4
