EXHIBIT 99.3
[WASSERSTEIN PERELLA & CO., INC. LETTERHEAD]
OFFER TO EXCHANGE
NOT MORE THAN [ ] NOR LESS THAN [ ] OF A SHARE OF CLASS A
COMMON STOCK, $100 PAR VALUE PER SHARE, OF VIACOM INTERNATIONAL INC. FOR EACH
SHARE OF CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE, OR CLASS B COMMON
STOCK, $0.01 PAR VALUE PER SHARE, OF VIACOM INC.
THE EXCHANGE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON [ ], 1996, UNLESS THE EXCHANGE
OFFER IS EXTENDED.
[ ], 1996
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Reference is made to the enclosed Offering Circular - Prospectus dated
[ ], 1996 (the "Offering Circular - Prospectus") and the related Letter of
Transmittal (the "Letter of Transmittal"), which together constitute the offer
of Viacom Inc. to its stockholders (the "Exchange Offer") to exchange a total
of shares of VII Cable Class A Common Stock having a par value of $100
per share and an aggregate par value of [$ million] for shares of Viacom
Class A Common Stock and/or Viacom Class B Common Stock, at an Exchange Ratio,
specified by tendering stockholders, not greater than [ ] nor less than [ ] of
a share of VII Cable Class A Common Stock for each share of Viacom Class A
Common Stock or Viacom Class B Common Stock tendered and exchanged, upon the
terms and subject to the conditions set forth herein and in the related
Offering Circular - Prospectus. See "Transaction Overview", "Summary", "The
Transaction" and "The Exchange Offer--Certain Conditions of the Exchange
Offer" in the Offering Circular - Prospectus. Capitalized terms used herein
shall have the meanings ascribed to them in the Offering Circular -
Prospectus.
We have been appointed by Viacom to act as the Dealer Manager in connection
with the Exchange Offer. Your attention is directed to the Offering Circular -
Prospectus, which should be read by you in its entirety.
HOLDERS OF SHARES OF VIACOM COMMON STOCK ELECTING TO TENDER SUCH SHARES IN
THE EXCHANGE OFFER SHOULD NOT EXPECT TO TAKE PHYSICAL DELIVERY OF SHARES OF
VII CABLE CLASS A COMMON STOCK WHICH THEY WILL HAVE THE RIGHT TO RECEIVE IN
EXCHANGE FOR SHARES OF VIACOM COMMON STOCK AFTER THE CONSUMMATION OF THE STOCK
ISSUANCE (AS DEFINED IN THE OFFERING CIRCULAR - PROSPECTUS).
The Exchange Offer will expire at 12:00 Midnight, New York City time (the
"Expiration Time"), on [ ], 1996 (the "Expiration Date"), unless extended,
in which case the terms "Expiration Time" and "Expiration Date" shall mean the
last time and date to which the Exchange Offer is extended. The proration
period and withdrawal rights will also expire at the Expiration Time on the
Expiration Date. If more shares of Viacom Common Stock than are necessary to
reach the Trigger Amount are validly tendered and not properly withdrawn in
the Exchange Offer at Exchange Ratios at or below the Final Exchange Ratio as
provided in the Offering Circular - Prospectus, the shares of Viacom Common
Stock so tendered and not properly withdrawn at such Exchange Ratios shall be
accepted for exchange on a pro rata basis in accordance with the terms set
forth in the Offering Circular - Prospectus under "The Exchange Offer--Terms
of the Exchange Offer."
For your information and for forwarding to your clients for whom you hold
shares of Viacom Common Stock registered in your name or in the name of your
nominee or who hold shares of Viacom Common Stock registered in their own
names, we are enclosing the following documents:
1. The Offering Circular - Prospectus;
2. The Letter of Transmittal, including the Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 for your use and
for the information of your clients;
3. A letter that may be sent to your clients for whose account you hold
shares of Viacom Common Stock registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer;
4. Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if the certificates for shares of Viacom Common Stock are not immediately
available or the procedure for book-entry transfer cannot be completed on a
timely basis or time will not permit all required documents to reach The
Bank of New York, the Exchange Agent, on or prior to the Expiration Date;
and
5. A return envelope addressed to the Exchange Agent.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE EXCHANGE OFFER, PRORATION PERIOD AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON [ DAY], [ ],
1996, UNLESS EXTENDED BY VIACOM AS PROVIDED IN THE OFFERING CIRCULAR -
PROSPECTUS. EXCEPT AS OTHERWISE PROVIDED IN THE OFFERING CIRCULAR - PROSPECTUS
OR THE LETTER OF TRANSMITTAL, TENDERS ARE IRREVOCABLE.
Viacom will not pay any fees or commissions to a broker or dealer or other
person (other than the Dealer Manager, the Information Agent and the Exchange
Agent as described in "The Exchange Offer--Fees and Expenses" in the Offering
Circular - Prospectus) in connection with soliciting tenders of shares of
Viacom Common Stock pursuant to the Exchange Offer. Viacom will, however, upon
request reimburse you for customary mailing and handling expenses incurred by
you in forwarding any of the enclosed materials to your clients. Viacom will
pay all transfer taxes, if any, applicable to the transfer and sale of Viacom
Common Stock to it or its order pursuant to the Exchange Offer, except as
otherwise provided in Instruction 7 of the Letter of Transmittal.
To participate in the Exchange Offer, certificate(s) for shares of Viacom
Common Stock or a confirmation of any book-entry transfer into the Exchange
Agent's account at The Depository Trust Company, the Midwest Securities Trust
Company or the Philadelphia Depository Trust Company of shares of Viacom
Common Stock tendered electronically, as well as a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) and any
required signature guarantees, or an Agent's Message (as defined in the
Offering Circular - Prospectus) in connection with a book-entry transfer of
shares, and any other documents required by the Letter of Transmittal must be
received by the Exchange Agent as indicated in the Letter of Transmittal and
the Offering Circular - Prospectus on or prior to the Expiration Time on the
Expiration Date.
Holders whose stock certificate(s) representing shares of Viacom Common
Stock are not immediately available or who cannot deliver their certificate(s)
and all other required documents to the Exchange Agent on or prior to the
Expiration Time on the Expiration Date or who cannot complete the procedure
for delivery by book-entry transfer on a timely basis may tender their shares
of Viacom Common Stock pursuant to the guaranteed delivery procedure set forth
in the Offering Circular - Prospectus under "The Exchange Offer--Guaranteed
Delivery Procedure."
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Any inquiries you may have with respect to the Exchange Offer should be
addressed to the Dealer Manager or the Information Agent at their respective
addresses and telephone numbers set forth on the back cover page of the
Offering Circular - Prospectus. Additional copies of the enclosed material may
be obtained from the undersigned, Wasserstein Perella & Co., Inc., telephone
(212) 969-2700 (call collect), or the Information Agent, Georgeson & Company
Inc., at (212) 440-9800 (call collect), or from brokers, dealers, commercial
banks or trust companies.
Very truly yours,
WASSERSTEIN PERELLA & CO., INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF VIACOM, VIACOM INTERNATIONAL, THE EXCHANGE
AGENT, THE INFORMATION AGENT, THE DEALER MANAGER, OR ANY AFFILIATE OF ANY OF
THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR
MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE
OFFER, OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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WASSERSTEIN PERELLA & CO., INC.
To Stockholders in Arizona, Florida, Nebraska,
North Carolina, North Dakota, Oklahoma and Vermont:
Enclosed on behalf of Viacom Inc. ("Viacom") is certain information with
respect to the Exchange Offer by Viacom. In order to comply with the
securities laws and regulations of your state, Wasserstein Perella & Co., Inc.
("Wasserstein Perella") is mailing the enclosed materials on behalf of Viacom.
Wasserstein Perella is forwarding the enclosed materials as an accommodation
to Viacom and is not by this letter making a solicitation or recommendation
with respect to the matters set forth in the enclosed materials, nor does
Wasserstein Perella assume any responsibility for the accuracy or completeness
of the statements made therein.
WASSERSTEIN PERELLA & CO., INC.