PARAMOUNT COMMUNICATIONS INC /DE/
SC 13G/A, 1994-02-10
MOTION PICTURE & VIDEO TAPE PRODUCTION
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<TABLE>
<S>                                                                        <C>                           
                                                                                     OMB APPROVAL        
                                 UNITED STATES                             OMB number:          3235-0145
                       SECURITIES AND EXCHANGE COMMISSION                  Expires:      October 31, 1994
                            WASHINGTON, D.C.  20549                        Estimated average burden      
                                                                           hours per response . . . 14.90
                                                                                                         


                                 SCHEDULE 13G

                  UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                                
                              (AMENDMENT NO. 1)*
                                                 


                          PARAMOUNT COMMUNICATIONS INC.
                                (Name of Issuer)

                                    COMMON
                         (Title of Class of Securities)

                                   699216107                             
                                 (CUSIP Number)
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Check the following box if a fee is being paid with this statement [ ].  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).





SEC 1745 (2/92)              Page 1 of 3 pages
<PAGE>   2
CUSIP No. 699216107                13G                       Page 2 OF 3 PAGES


       NAME OF REPORTING PERSON
   1   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       THE CAPITAL GROUP, INC.
       86-0206507


       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   2
                                                                       (a) [ ]

                                                                       (b) [ ]

       SEC USE ONLY
   3



       CITIZENSHIP OR PLACE OF ORGANIZATION
   4
       DELAWARE


                                   SOLE VOTING POWER
                              5       
         NUMBER OF                 172,450
                                       
          SHARES
                                   SHARED VOTING POWER
       BENEFICIALLY           6
                                   NONE
         OWNED BY

           EACH                    SOLE DISPOSITIVE POWER
                              7       
         REPORTING                 3,060,700
                                       
          PERSON
                                   SHARED DISPOSITIVE POWER
           WITH               8
                                   NONE


       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   9      
       3,060,700   Beneficial ownership disclaimed pursuant to Rule 13d-4
           

       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
  10



       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  11      
       2.56%
           

       TYPE OF REPORTING PERSON*
  12
       HC



                      *SEE INSTRUCTION BEFORE FILLING OUT!





                               Page 2 of 3 pages
<PAGE>   3
                                                                          Page 3
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                  Schedule 13G
                   Under the Securities Exchange Act of 1934


                                      
Fee enclosed [ ]  or Amendment No. 1
                                       
Item 1(a)   Name of Issuer:
            Paramount Communications Inc.

Item 1(b)   Address of Issuer's Principal Executive Offices:
            15 Columbus Circle
            New York, NY  10023-7780
   
Item 2(a)   Name of Person(s) Filing:
            The Capital Group, Inc.

Item 2(b)   Address of Principal Business Office:
            333 South Hope Street
            Los Angeles, CA  90071

Item 2(c)   Citizenship:   N/A 

Item 2(d)   Title of Class of Securities:  Common

Item 2(e)   CUSIP Number:  699216107
   
Item 3      The person(s) filing is (are):
    
            (b) [ ] Bank as defined in Section 3(a)(6) of the Act.
            (e) [ ] Investment Adviser registered under Section 203 of the
                    Investment Advisers Act of 1940.
            (g) [x] Parent Holding Company in accordance with Section
                    240.13d-1(b)(1)(ii)(G).
   
Item 4      Ownership
    
            (a) Amount Beneficially Owned:
                                   
                See item 9, pg. 2
                                    
                                                       
            (b) Percent of Class:  See item 11, pg. 2
                                                        
            (c) Number of shares as to which such person has:
                i)    sole power to vote or to direct the vote  See item 5,
                         
                      pg. 2
                          
                ii)   shared power to vote or to direct the vote  None
                iii)  sole power to dispose or to direct the disposition of
                                         
                      See item 7, pg. 2
                                          
                iv)   shared power to dispose or to direct the disposition of 
                      None - beneficial ownership disclaimed pursuant to 
                      Rule 13d-4
   
Item 5      Ownership of 5% or Less of a Class:  [x]
    
Item 6      Ownership of More than 5% on Behalf of Another Person:  N/A
   
Item 7      Identification and Classification of the Subsidiary Which Acquired
            the Security Being Reported on By the Parent Holding Company

            (1) Capital Research and Management Company is an Investment Adviser
                registered under Section 203 of the Investment Advisers Act of
                1940 and is a wholly owned subsidiary of The Capital Group, Inc.
            (2) Capital Guardian Trust Company is a Bank as defined in Section
                3(a)(6) of the Act and a wholly owned subsidiary of The Capital
                Group, Inc.
            (3) Capital International S.A. (CISA) does not fall within any of 
                the categories described in Rule 13d-1-(b)(ii)(A-F) but its 
                holdings of any reported securities come within the five 
                percent limitation as set forth in a December 15, 1986 
                no-action letter from the Staff of the Securities and Exchange
                Commission to The Capital Group, Inc.  CISA is a wholly owned 
                subsidiary of The Capital Group, Inc.


Item 8      Identification and Classification of Members of the Group:  N/A

Item 9      Notice of Dissolution of the Group:  N/A
   
Item 10     Certification
    
         By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
            
         Signature
             
         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
          
Date:  February 11, 1994
           

Signature:       /s/ Philip de Toledo

Name/Title:      Philip de Toledo, Vice President and Treasurer

                 The Capital Group, Inc.


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