Registration No. 33-51656
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO. 2
To
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
PARAMOUNT COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
Delaware 74-1330475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1515 Broadway
New York, New York 10036
(212) 258-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Philippe P. Dauman, Esq.
Executive Vice President,
General Counsel, Chief Administrative Officer and Secretary
Viacom Inc.
1515 Broadway
New York, New York 10036
(212) 258-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________
Copy of Communications to:
Stephen T. Giove, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
___________________
The Registrant hereby amends this Registration Statement to deregister
$200,000,000 of the Registrant's debt or equity securities previously
registered hereby.
________________________________________________________________________________
<PAGE>
The Registrant has sold $150,000,000 of 5 7/8% Senior Notes due July
15, 2023 and $150,000,000 of 7 1/2% Senior Debentures due July 15, 2023
pursuant to a Prospectus Supplement dated July 12, 1993. This Post-Effective
Amendment No. 2 is being filed solely to remove from registration the remaining
$200,000,000 of the Registrant's Debt Securities and Warrants, and Common Stock
issuable upon conversion of the Debt Securities, previously registered and
intended to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended, but which have not been offered
or sold. The Registrant merged with and into a wholly owned subsidiary of
Viacom Inc., a Delaware corporation ("Viacom Inc.") on July 7, 1994, and
thereby became a wholly owned subsidiary of Viacom. Viacom does not intend to
use the Registrant as the entity through which the consolidated company's
future financing will be conducted. Accordingly, the Registrant does not
intend to utilize this Registration Statement.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
24.1 Powers of Attorney
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Paramount
Communications Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
post-effective amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on December 20, 1994.
PARAMOUNT COMMUNICATIONS INC.
By /s/ Frank J. Biondi, Jr.
----------------------------
President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the Registration Statement has been signed below by
the following persons in the capacities indicated on December 20, 1994:
Name and Signature Title
/s/ Frank J. Biondi, Jr Director, President,
- -----------------------------------
(Frank J. Biondi, Jr.) Chief Executive Officer
/s/ George S. Smith, Jr. Senior Vice President,
- -----------------------------------
(George S. Smith, Jr.) Chief Financial Officer
/s/ Kevin C. Lavan Senior Vice President, Controller,
- -------------------------------------
(Kevin C. Lavan) Chief Accounting Officer
* Director
- -----------------------------------
(George S. Abrams)
* Director
- -----------------------------------
(Steven R. Berrard)
/s/ Philippe P. Dauman Director
- -----------------------------------
(Philippe P. Dauman)
Director
- -----------------------------------
(William C. Ferguson)
* Director
- -----------------------------------
(H. Wayne Huizenga)
<PAGE>
* Director
- ------------------------------
(George D. Johnson, Jr.)
* Director
- -----------------------------------
(Ken Miller)
* Director
- ------------------------------------
(Brent D. Redstone)
* Director
- ------------------------------
(Shari Redstone)
* Director
- -----------------------------------
(Sumner M. Redstone)
* Director
- -----------------------------------
(Frederic V. Salerno)
* Director
- ------------------------------------
(William Schwartz)
*By /s/ Philippe P. Dauman
--------------------------------
Philippe P. Dauman,
Attorney-in-Fact
for the Directors
pursuant to Powers of
Attorney filed herewith
<PAGE>
Exhibit Index
Exhibit No. Description
- ------------ --------------
24.1 Powers of Attorney
PARAMOUNT COMMUNICATIONS INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (the "Company") hereby constitutes and appoints Philippe P. Dauman his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any post-effective amendment to the Company's Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission,
and any supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus and all amendments thereto, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 1994.
/s/ George S. Abrams
-------------------------
George S. Abrams
<PAGE>
PARAMOUNT COMMUNICATIONS INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (the "Company") hereby constitutes and appoints Philippe P. Dauman his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any post-effective amendment to the Company's Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission,
and any supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus and all amendments thereto, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 1994.
/s/ Steven R. Berrard
--------------------------
Steven R. Berrard
<PAGE>
PARAMOUNT COMMUNICATIONS INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (the "Company") hereby constitutes and appoints Philippe P. Dauman his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any post-effective amendment to the Company's Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission,
and any supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus and all amendments thereto, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 1994.
/s/ H. Wayne Huizenga
--------------------------
H. Wayne Huizenga
<PAGE>
PARAMOUNT COMMUNICATIONS INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (the "Company") hereby constitutes and appoints Philippe P. Dauman his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any post-effective amendment to the Company's Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission,
and any supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus and all amendments thereto, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 1994.
/s/ George D. Johnson, Jr.
---------------------------------
George D. Johnson, Jr.
<PAGE>
PARAMOUNT COMMUNICATIONS INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (the "Company") hereby constitutes and appoints Philippe Dauman his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any post-effective amendment to the Company's Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission,
and any supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus and all amendments thereto, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 1994.
/s/ Ken Miller
------------------------
Ken Miller
<PAGE>
PARAMOUNT COMMUNICATIONS INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (the "Company") hereby constitutes and appoints Philippe Dauman his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any post-effective amendment to the Company's Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission,
and any supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus and all amendments thereto, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 1994.
/s/ Brent D. Redstone
----------------------------
Brent D. Redstone
<PAGE>
PARAMOUNT COMMUNICATIONS INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (the "Company") hereby constitutes and appoints Philippe P. Dauman her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign any post-effective amendment to the Company's Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission,
and any supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus and all amendments thereto, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all intents and purposes
as she might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 1994.
/s/ Shari Redstone
------------------------
Shari Redstone
<PAGE>
PARAMOUNT COMMUNICATIONS INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (the "Company") hereby constitutes and appoints Philippe P. Dauman his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any post-effective amendment to the Company's Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission,
and any supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus and all amendments thereto, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 1994.
/s/ Frederic V. Salerno
---------------------------
Frederic V. Salerno
<PAGE>
PARAMOUNT COMMUNICATIONS INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (the "Company") hereby constitutes and appoints Philippe P. Dauman his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any post-effective amendment to the Company's Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission,
and any supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus and all amendments thereto, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 1994.
/s/ William Schwartz
--------------------------
William Schwartz
