As filed with the Securities and Exchange Commission on October . , 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-4 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- VIACOM INC. (Exact name of Registrant as specified in its charter) Delaware 4841 04-2949533 (State or other jurisdiction of (Primary Standard Industrial Classification (I.R.S. Employer Identification Number) incorporation or organization) Code Number) Viacom Inc. Michael D. Fricklas, Esq. 1515 Broadway Senior Vice President, General Counsel and Secretary New York, New York 10036 Viacom Inc. (212) 258-6000 1515 Broadway (Address, including zip code, and telephone number, New York, NY 10036 including area code, of Registrant's principal executive offices) (212) 258-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------- Copies To: Creighton O'M. Condon, Esq. Louis J. Briskman, Esq. Scott A. Barshay, Esq. Stephen T. Giove, Esq. Executive Vice President and Cravath, Swaine & Moore Shearman & Sterling General Counsel 825 Eighth Avenue 599 Lexington Avenue CBS Corporation New York, NY 10019 New York, NY 10022 51 West 52nd Street (212) 474-1000 (212) 848-4000 New York, NY 10019 (212) 975-4321 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the conditions to consummation of the offer described herein have been satisfied or waived. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. CALCULATION OF REGISTRATION FEE ================================================================================================================================= | | | | | | | | Title of Each Class of | Amount to Be | Proposed Maximum | Proposed Maximum | Amount of Securities to Be Registered | Registered (1) | Offering Price Per Share | Aggregate Offering Price(2) | Registration Fee(3) - --------------------------------------------------------------------------------------------------------------------------------- | | | | Class B Common Stock, par value | | | | $.01 per share................ | 896,743,992 | Not Applicable | $38,386,428,800 | $10,671,428 ==================================================================================================================================== (1) Based on the maximum number of shares of Viacom Class B Common Stock that may be required to be issued in connection with the merger, calculated as the product of (a) 826,492,158, which is the sum of (i) the number of shares of CBS Corporation common stock, par value $1.00 per share ("CBS Common Stock") outstanding on August 31, 1999, (ii) the number of shares of CBS Common Stock issuable pursuant to outstanding stock options through the date the merger is expected to be consummated, and (iii) the number of shares of CBS Common Stock otherwise expected to be issued prior to the date the merger is expected to be consummated and (b) the exchange ratio for the merger of 1.085 shares of Viacom Class B Common Stock for each outstanding share of CBS Common Stock. (2) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and computed pursuant to Rule 457(f)(1) and Rule 457(c) thereunder on the basis of the market value of the CBS Common Stock to be exchanged in the merger, as the product of (a) $46.445 (the average of the high and low sales prices per share of CBS Common Stock as reported on the New York Stock Exchange Transactions Tape on September 30, 1999) and (b) 826,492,158, which is the sum of (i) the number of shares of CBS Common Stock outstanding on August 31, 1999, (ii) the number of shares of CBS Common Stock issuable pursuant to outstanding stock options through the date the merger is expected to be consummated and (iii) the number of shares of CBS Common Stock otherwise expected to be issued prior to the date the merger is expected to be consummated. (3) Pursuant to Rule 457(b) under the Securities Act, the registration fee is $10,671,428. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PRELIMINARY PROXY STATEMENT -- SUBJECT TO COMPLETION ---------------------------------------------------- The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting and offer to buy these securities in any state where the offer or sale is not permitted. [LOGO] VIACOM INC. 1515 BROADWAY NEW YORK, NEW YORK 10036 October . , 1999 Dear Viacom Shareholder, As you no doubt have heard, Viacom and CBS have agreed to a merger which will create the world's leading company in the production, promotion and distribution of entertainment, news, sports and music. The new company, which will retain the Viacom name, will be the largest seller of advertising across the media landscape, with extraordinary assets in broadcast and cable television, a preeminent motion picture studio, the leading radio and outdoor media company, a world-class consumer publishing group, a leading regional theme park operation and a growing portfolio of Internet ventures. We have scheduled a special meeting to vote on the merger. The meeting will be held on . , 1999, at . , New York, N.Y., at . a.m., eastern standard time. Under the terms of the merger, CBS shareholders will have the right to receive 1.085 shares of Viacom Class B common stock for each share of CBS common stock that they own. Both Viacom Class A and Class B common stock and CBS common stock are primarily traded on the New York Stock Exchange. This merger advances the vision we share with CBS of building the preeminent global media and entertainment company. The new Viacom will have an unmatched wealth of content and a portfolio of the world's most powerful brands. The Board of Directors of Viacom has declared that the merger agreement is advisable and unanimously approved the merger agreement and unanimously recommends that you vote to adopt the merger agreement. National Amusements, Inc., which owns approximately 68% of Viacom's Class A common stock, has agreed to vote its shares in support of the merger. Therefore, approval of the merger by the shareholders of Viacom is assured. If you hold Viacom Class A common stock, even if you plan to attend the meeting, we urge you to mark, sign and return the enclosed proxy card promptly in the enclosed postage-paid envelope to ensure that your shares will be represented. If you do attend, you will be entitled to vote your shares in person. PRELIMINARY PROXY STATEMENT -- SUBJECT TO COMPLETION ---------------------------------------------------- If you hold Viacom Class B common stock, or you beneficially own shares of either class of common stock, and you plan to attend the meeting, please obtain an admission ticket in advance by sending a written request, along with proof of stock ownership, to Investor Relations, Viacom Inc., 1515 Broadway, 53rd floor, New York, NY 10036. The joint proxy statement/prospectus contains information about Viacom and CBS and describes the merger and certain related matters. Attached to the joint proxy statement/prospectus is a copy of the merger agreement, certain related agreements and the proposed new Restated Certificate of Incorporation. Please read this information carefully. I look forward to seeing you at the special meeting. Sincerely, Sumner M. Redstone Chairman and Chief Executive Officer For a discussion of risk factors which you should consider in evaluating the merger, see "Risk Factors" beginning on page . - ------------------------------------------------------------------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or determined whether this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The information in this preliminary joint proxy statement/prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until this preliminary joint proxy statement/prospectus is delivered in final form. This preliminary