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Viacom details split plans

Just keep it simple. There'll be no complicated formulas for splitting Viacom in two. If you own a share of the current Viacom, you'll get a half share of the new Viacom and a half share of CBS Corp. Still left open in the SEC filing made yesterday was a precise date for the split, which the company has said will likely come in Q1 2006.

The new Viacom will retain the company's current stock symbols on the NYSE: VIA for the Class A voting stock, mostly controlled by Sumner Redstone, and VIA.B for the non-voting Class B stock, mostly owned by the public. CBS Corp., as expected, will get the ticker "CBS," but will give the three-letter designation to its more widely held non-voting Class B - - CBS - - while the voting Class A stock will be designated CBS.A, also mostly controlled by Redstone. One big difference: CBS will continue to be a dividend payer, planning to equal the current Viacom payout of 25 cents per year to shareholders by doubling that to 50 cents (approximately 450 million/year in total). Meanwhile, the new Viacom will not pay any dividend at all. Thus, CBS will be presented to Wall Street as a cash generator and the new Viacom as a growth company.


Each company is to have a separate board of directors with a majority of independent directors. Initially, though, each nine member board will have five members who are also directors of National Amusements, the company through which the Redstone family controls Viacom. Four will be on both boards: Redstone (Chairman of both boards), daughter Shari Redstone (Vice-Chair of both), Philippe Dauman and Frederic Salerno. Also from National Amusements, George Abrams will serve on the new Viacom board and David Andelman on the CBS board.

As previously announced, Les Moonves will be President, CEO and a director of CBS, with three current Viacom independent directors, Joseph Califano Jr., William Cohen and Robert Walter joining him on the CBS board.

Also previously announced, Tom Freston will become President, CEO and a director of the new Viacom. Three current independent directors will also move to that board: Alan Greenberg, Charles Phillips Jr. and William Schwartz.

Who'll be the top execs of the new companies? They've mostly been announced, but here's a complete list.

CBS Corporation Executive Officers

Name

Age

Position

Sumner M. Redstone

82

Chairman

Leslie Moonves

55

President and Chief Executive Officer and Director

Anthony G. Ambrosio

45

Executive Vice President, Human Resources and Administration

Louis J. Briskman

56

Executive Vice President and General Counsel

Carl D. Folta

47

Executive Vice President, Office of the Chairman

Martin D. Franks

55

Executive Vice President, Planning, Policy and Government Relations

Susan C. Gordon

51

Senior Vice President, Controller and Chief Accounting Officer

Joseph R. Ianniello

37

Senior Vice President, Finance and Treasurer

Fredric G. Reynolds

55

Executive Vice President and Chief Financial Officer

Gil Schwartz

54

Executive Vice President, Corporate Communications

Martin M. Shea

62

Executive Vice President, Investor Relations


New Viacom Executive Officers

Name

Age

Position

Sumner M. Redstone

82

Chairman

Thomas E. Freston

59

President and Chief Executive Officer and Director

Robert M. Bakish

42

Executive Vice President, Operations and Viacom Enterprises

Michael J. Dolan

58

Executive Vice President and Chief Financial Officer

Carl D. Folta

47

Executive Vice President, Office of the Chairman

Michael D. Fricklas

45

Executive Vice President, General Counsel and Secretary

JoAnne Adams Griffith

61

Executive Vice President, Human Resources

DeDe Lea

40

Executive Vice President, Government Relations

Carole Robinson

44

Executive Vice President, Corporate Communications

Jacques Tortoroli

47

Senior Vice President, Finance, Controller and Chief Accounting Officer

Source: Viacom SEC Form S-4 filing, 10/5/05








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