UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
AUGUST 14, 2002
VIACOM INC.
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(Exact name of registrant as
specified in its charter)
Delaware 1-9553 04-2949533
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(State or other Commission (IRS Employer
jurisdiction File Number Identification
of incorporation) Number)
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 9. Regulation FD Disclosure
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On August 14, 2002, each of Sumner M. Redstone, principal
executive officer, and Richard J. Bressler, principal financial
officer, of Viacom Inc. ("Viacom") submitted to the Securities
and Exchange Commission (the "Commission") sworn statements in
accordance with Commission Order No. 4-460 pursuant to Section
21(a) of the Securities and Exchange Act of 1934.
A copy of each of these statements is attached hereto as
Exhibits 99.1 and 99.2.
On August 14, 2002, each of Sumner M. Redstone, chief
executive officer, and Richard J. Bressler, chief financial
officer, of Viacom made certifications pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, accompanying Viacom's Quarterly
Report on Form 10-Q for the period ending June 30, 2002.
A copy of each of these certifications is attached hereto as
Exhibits 99.3 and 99.4.
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)
By: /s/ Michael D. Fricklas
-----------------------
Michael D. Fricklas
Executive Vice President,
General Counsel
and Secretary
Date: August 14, 2002
Exhibit Index
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99.1 Statement under oath of the principal executive officer
(pursuant to Section 21(a) of the Securities and Exchange
Act of 1934).
99.2 Statement under oath of the principal financial officer
(pursuant to Section 21(a) of the Securities and Exchange
Act of 1934).
99.3 Certification of the chief executive officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
99.4 Certification of the chief financial officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Exhibit 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING
FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Sumner M. Redstone, state and attest that:
(1) To the best of my knowledge, based upon a review of the
covered reports of Viacom Inc., and, except as corrected or
supplemented in a subsequent covered report:
* no covered report contained an untrue statement of a
material fact as of the end of the period covered by
such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it
was filed); and
* no covered report omitted to state a material fact
necessary to make the statements in the covered report,
in light of the circumstances under which they were
made, not misleading as of the end of the period
covered by such report (or in the case of a report on
Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the
Company's audit committee.
(3) In this statement under oath, each of the following, if
filed on or before the date of this statement, is a "covered
report":
* the Annual Report on Form 10-K for the year ended
December 31, 2001 filed with the Commission of Viacom
Inc.;
* all reports on Form 10-Q, all reports on Form 8-K and
all definitive proxy materials of Viacom Inc. filed
with the Commission subsequent to the filing of the
Form 10-K identified above; and
* any amendments to any of the foregoing.
/s/ Sumner M. Redstone Subscribed and sworn to
- ------------------------ before me this 14 day of
Sumner M. Redstone August 2002.
August 14, 2002
/s/Julianne O'Riordan
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Notary Public
My Commission Expires:
October 21, 2002
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Exhibit 99.2
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING
FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Richard J. Bressler, state and attest that:
(1) To the best of my knowledge, based upon a review of the
covered reports of Viacom Inc., and, except as corrected
or supplemented in a subsequent covered report:
* no covered report contained an untrue statement of a
material fact as of the end of the period covered by
such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it
was filed); and
* no covered report omitted to state a material fact
necessary to make the statements in the covered report,
in light of the circumstances under which they were
made, not misleading as of the end of the period
covered by such report (or in the case of a report on
Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the
Company's audit committee.
(3) In this statement under oath, each of the following, if
filed on or before the date of this statement, is a
"covered report":
* the Annual Report on Form 10-K for the year ended
December 31, 2001 filed with the Commission of Viacom
Inc.;
* all reports on Form 10-Q, all reports on Form 8-K and
all definitive proxy materials of Viacom Inc. filed
with the Commission subsequent to the filing of the
Form 10-K identified above; and
* any amendments to any of the foregoing.
/s/ Richard J. Bressler Subscribed and sworn to
- ----------------------- before me this 14 day of
Richard J. Bressler August 2002.
August 14, 2002
/s/Julianne O'Riordan
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Notary Public
My Commission Expires:
October 21, 2002
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Exhibit 99.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Viacom Inc. (the
"Company") on Form 10-Q for the period ending June 30, 2002 as
filed with the Securities and Exchange Commission (the "Report"),
I, Sumner M. Redstone, Chief Executive Officer of the Company,
certify that to my knowledge:
1. the Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
/s/ Sumner M. Redstone
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Sumner M. Redstone
August 14, 2002
Exhibit 99.4
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Viacom Inc. (the
"Company") on Form 10-Q for the period ending June 30, 2002 as
filed with the Securities and Exchange Commission (the "Report"),
I, Richard J. Bressler, Chief Financial Officer of the Company,
certify that to my knowledge:
1. the Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
/s/ Richard J. Bressler
- -----------------------
Richard J. Bressler
August 14, 2002