Filed by: Viacom Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Viacom Inc.
Commission File No.: 333-128821
VIACOM INC. NAMES INDEPENDENT DIRECTORS
TO THE BOARDS OF POST-SEPARATION COMPANIES
Charles Gifford, Bruce Gordon, Ann Reese and Judith Sprieser
to Join Board of CBS Corporation
Thomas Dooley, Ellen Futter and Robert Kraft to Join Board of New Viacom
NEW YORK, November 22, 2005 -- Viacom Inc. (NYSE: VIA and VIA.B) today announced
the election of seven independent Directors to the Boards of the two new
publicly traded companies that will be created following the separation of
Viacom. Four Directors will join the Board of CBS Corporation and three
Directors will join the Board of new Viacom upon completion of the separation,
which is expected to occur by the end of 2005.
Charles K. Gifford, Bruce S. Gordon, Ann N. Reese and Judith A. Sprieser have
been elected Directors of CBS Corporation. They join previously announced CBS
Board members David R. Andelman, Joseph A. Califano, Jr., William S. Cohen,
Philippe P. Dauman, Leslie Moonves and Robert D. Walter, as well as Sumner M.
Redstone and Shari Redstone, who will serve as Chairman and non-executive Vice
Chair, respectively.
Thomas E. Dooley, Ellen V. Futter and Robert K. Kraft have been elected
Directors of new Viacom. They join previously announced new Viacom Board members
George S. Abrams, Philippe P. Dauman, Tom Freston, Alan C. Greenberg, Charles E.
Phillips, Jr., Frederic V. Salerno and William Schwartz, as well as Sumner
Redstone and Shari Redstone, who will serve as Chairman and non-executive Vice
Chair, respectively.
Viacom also announced that the Audit, Compensation and Nominating and Governance
Committees for the Boards of both companies will be comprised of the following
independent directors:
CBS Corporation
o Audit Committee: Charles K. Gifford (Chair),
Joseph A. Califano, Jr., Ann N. Reese
o Compensation Committee: Judith A. Sprieser (Chair),
Bruce S. Gordon, Robert D. Walter
o Nominating and Governance Committee: Joseph A. Califano, Jr. (Chair),
Charles K. Gifford, Judith A. Sprieser
New Viacom
o Audit Committee: Frederic V. Salerno (Chair),
Thomas E. Dooley, Charles E. Phillips, Jr.
o Compensation Committee: Robert K. Kraft (Chair),
Frederic V. Salerno, William Schwartz
o Nominating and Governance Committee: William Schwartz (Chair),
Robert K. Kraft, Frederic V. Salerno
Sumner Redstone said: "We are extremely pleased and honored that these
outstanding and accomplished individuals have agreed to join the CBS Corporation
and new Viacom Boards. Each brings a strong record of accomplishment and
discipline that will complement the capabilities of our current Board members.
CBS Corporation and new Viacom will each have strong independent Boards that can
work closely with Shari and me, and with Leslie Moonves and Tom Freston and
their respective management teams, to set the right strategic courses for both
companies."
Shari Redstone said: "Today's announcement reflects our determination to have
each Board comprised of a majority of independent directors who have significant
financial and management expertise, and diverse backgrounds. All of these new
directors are highly qualified, and each will bring extensive business acumen,
seasoned judgment, and an energetic and strong independent voice to these
exciting new enterprises."
CBS Corporation
- ---------------
Charles K. Gifford, 63, is Chairman Emeritus of Bank of America Corporation, one
of the world's largest financial institutions, and he continues to serve on the
corporation's Board of Directors. Mr. Gifford was Chairman and Chief Executive
Officer of BankBoston prior to its 1999 merger with Fleet Financial Group, and
was named President and Chief Operating Officer of the combined companies. Mr.
Gifford became CEO of FleetBoston Financial in 2001 and Chairman in 2002, and
helped steer the bank's 2003 merger with Bank of America. Mr. Gifford is also a
director of NSTAR.
Bruce S. Gordon, 59, was named President and Chief Executive Officer of the
National Association for the Advancement of Colored People (NAACP) in June 2005.
He began his career in 1968 at Bell of Pennsylvania and helped the company
navigate through a string of mergers that led it to become Verizon
Communications Inc. Mr. Gordon served in a number of operating and marketing
roles, until he retired in December 2003 as President, Retail Markets. He is on
the boards of Southern Company and Tyco International Ltd.
Ann N. Reese, 52, is the Co-Founder and Executive Director of the Center for
Adoption Policy, a New York-based non-profit organization focused on current
legislation and practices governing adoption around the world. She previously
spent more than 25 years in a career in finance, including serving as a
Principal of Clayton, Dubilier & Rice from 1999 to 2000, and Executive Vice
President and Chief Financial Officer of ITT Corporation from 1995 to 1998. Ms.
Reese serves on the boards of Jones Apparel Group, Inc., Merrill Lynch & Co.,
Inc., Sears Holdings Corporation and Xerox Corporation.
Judith A. Sprieser, 51, served until March 2005 as Chief Executive Officer of
Transora, Inc., a technology software and services company, which she helped
found in 2000. Previously, Ms. Sprieser was an Executive with Sara Lee
Corporation from 1987 to 2000, serving as Chief Executive Officer of Sara Lee's
Food Group from 1999 to 2000, Chief Financial Officer of Sara Lee Corporation
from 1995 to 1999, and other operating and financial positions prior to that.
She is also a director of The Allstate Corporation, InterContinentalExchange,
Inc., Kohl's Corporation, Reckitt Benckiser plc and USG Corporation.
New Viacom
- ----------
Thomas E. Dooley, 49, is Co-Chairman and Chief Executive Officer of DND Capital
Partners, a private equity firm specializing in the media and communications
industries. Prior to co-founding DND Capital Partners in June 2000, Mr. Dooley
held various corporate and divisional positions at Viacom Inc., which he joined
in 1980, including Deputy Chairman, member of Viacom's Executive Committee, and
Executive Vice President, Finance, Corporate Development and Communications. He
is a Director of LaBranche & Co. Inc.
Ellen V. Futter, 56, is President of the American Museum of Natural History, a
position she has held since November 1993. Previously, she served for 13 years
as the President of Barnard College, where, at the time of her inauguration, she
was the youngest person to assume the Presidency of a major American college.
She serves on the boards of American International Group, Inc., Consolidated
Edison, Inc. and JPMorgan Chase & Co.
Robert K. Kraft, 64, is Chairman and Chief Executive Officer of The Kraft Group,
which includes the New England Patriots, New England Revolution, Gillette
Stadium, Rand-Whitney Group and International Forest Products Corporation. Mr.
Kraft has been the owner of the New England Patriots for the past 10 seasons,
and has served as Chairman of the NFL's Finance Committee since 1998. He is a
Director of the Dana-Farber Cancer Institute, the Federal Reserve Bank of Boston
and The New England Patriots Charitable Foundation.
About Viacom
- ------------
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.
Earlier this year, the Company announced it would be separating its businesses
into two publicly traded companies, and expects the transaction will likely be
completed by the end of 2005. CBS Corporation will consist of the CBS Television
Network, UPN, Infinity Broadcasting, Viacom Outdoor, Viacom Television Stations
Group, Paramount Television, King World, Simon & Schuster, Showtime and
Paramount Parks. The new Viacom will include MTV Networks (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.
Information About the Transaction
This release contains information relating to the proposed separation of Viacom
into two publicly traded companies. In connection with the proposed transaction,
Viacom has filed a Registration Statement on Form S-4 with the U.S. Securities
and Exchange Commission. Investors and security holders are urged to read the
Registration Statement and related materials that are filed with the SEC because
they contain important information about the proposed transaction. Investors and
security holders may obtain copies of these documents, and other documents
containing information about Viacom, without charge, at the SEC's website at
www.sec.gov and through Viacom's Investor Relations at
Investor.Relations@viacom.com.