NAIRI INC 4
4 · VIACOM INC · Filed Jan 4, 2006
Insider Transaction Report
Form 4
VIACOM INCVIA, VIAB
NAIRI INC
Director10% Owner
Transactions
- Disposition to Issuer
Class A common stock
2005-12-31−93,658,828→ 0 total - Disposition to Issuer
Class B common stock
2005-12-31−79,619,055→ 0 total
Footnotes (3)
- [F1]Disposed of pursuant to a merger between Viacom Inc. and Viacom Merger Sub Inc. (the Merger), in exchange for 0.5 shares of CBS Corporation Class A common stock and 0.5 shares of New Viacom Corp. (New Viacom) Class A common stock for each share of Viacom Class A common stock, with cash in lieu of any fractional shares of CBS Corporation Class A common stock and New Viacom Class A common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of CBS Corporation Class A common stock on the New York Stock Exchange was $25.60 per share and the opening price of New Viacom Class A common stock on the New York Stock Exchange was $40.00 per share. Viacom Inc. changed its name to CBS Corporation upon completion of the Merger. The Reporting Person's disposition of Viacom Class A common stock and Viacom Class B common stock in the merger is exempt pursuant to Rule 16b-3(e) and Rule 16b-7.
- [F2]These securities are owned directly by NAIRI Inc., but may also be deemed to be beneficially owned by NAIRI's parent corporation, National Amusements, Inc.
- [F3]Disposed of pursuant to a merger between Viacom Inc. and Viacom Merger Sub Inc. (the Merger), in exchange for 0.5 shares of CBS Corporation Class B common stock and 0.5 shares of New Viacom Corp. (New Viacom) Class B common stock for each share of Viacom Class B common stock, with cash in lieu of any fractional shares of CBS Corporation Class B common stock and New Viacom Class B common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of CBS Corporation Class B common stock on the New York Stock Exchange was $25.60 per share and the opening price of New Viacom Class B common stock on the New York Stock Exchange was $41.12 per share. Viacom Inc. changed its name to CBS Corporation upon completion of the Merger. The Reporting Person's disposition of Viacom Class A common stock and Viacom Class B common stock in the merger is exempt pursuant to Rule 16b-3(e) and Rule 16b-7.