UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 1, 2004
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Date of Report (Date of earliest event reported)
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
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State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
incorporation)
1515 Broadway, New York, NY 10036
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(Address of principal executive offices) (zip code)
(212) 258-6000
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(Registrant's telephone number, including
area code)
Item 5. Other Events.
On June 1, 2004, the Board of Directors of Viacom Inc. ("Viacom") announced that
Tom Freston and Leslie Moonves have been appointed Co-Presidents and Co-Chief
Operating Officers of Viacom. Mr. Freston and Mr. Moonves succeed Mel Karmazin,
who has resigned. In addition, the Viacom Board of Directors announced a
corporate succession plan. Attached hereto as Exhibit 99.1 is a press release
issued by Viacom on June 1, 2004, which is incorporated herein by reference.
Also attached hereto (1) as Exhibit 3.1 are Amended and Restated By-laws of
Viacom Inc., adopted on June 1, 2004 and (2) as Exhibit 10.1 is an Agreement,
dated as of June 1, 2004, by and between Viacom and Mr. Karmazin.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
3.1 Amended and Restated By-laws of Viacom Inc., adopted June
1, 2004
10.1 Agreement, dated as of June 1, 2004, by and between
Viacom Inc. and Mel Karmazin
99.1 Press release issued by Viacom Inc. on June 1, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIACOM INC.
(Registrant)
Date: June 1, 2004 By: /s/ Michael D. Fricklas
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Michael D. Fricklas
Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit Number Description of Exhibit
3.1 Amended and Restated By-laws of Viacom Inc., adopted June
1, 2004
10.1 Agreement, dated as of June 1, 2004, by and between
Viacom Inc. and Mel Karmazin
99.1 Press release issued by Viacom Inc. on June 1, 2004