As filed with the Securities and Exchange Commission (via EDGAR)
on September 30, 1994
Registration No. 33 -
_____________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIACOM INC.
(Exact name of registrant as specified in its charter)
______________
<TABLE>
<S> <C> <C>
Delaware 4841 04-2949533
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
200 Elm Street
Dedham, Massachusetts 02026
(617) 461-1600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Blockbuster Entertainment Corporation
1994, 1990, 1989 and 1987 Stock Options Plans
1991 Employee Director Stock Option Plan
1991 Non-Employee Director Stock Option Plan
(Full name of Plans)
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)
______________
<TABLE><CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Aggregate Amount of
Title of Each Class of Amount to Offering Price Offering Registration
Securities To Be Registered be Registered Per Unit Price Fee
<S> <C> <C> <C> <C>
Class A Common Stock............... 1,286,381
Class B Common Stock............... 11,970,418 (1)
Variable Common Rights............. 16,079,760 (2) (2) $176,232 (3)
</TABLE>
<PAGE>
(1) Of the 11,970,418 shares of Class B Common Stock, par value $.01 per
share ("Class B Common Stock"), of Viacom Inc. being registered
hereunder, a maximum of 2,223,671 are issuable upon conversion of
the Variable Contingent Rights of Viacom Inc. ("VCRs").
(2) Not applicable.
(3) The registration fee of $176,232 has been calculated as follows:
(i) one-twenty ninth of one percent of (a) the average of the high and
low prices on September 26, 1994 as reported on the American Stock
Exchange Composite tape (the "Average Price") of $38-7/8 for the Class
A Common Stock, par value $0.01 per share ("Class A Common Stock"),
multiplied by 1,286,381 shares of Class A Common Stock; (b) the
Average Price of $36-1/4 of the Class B Common Stock multiplied by
11,970,418 shares of Class B Common Stock; and (c) the Average Price
of $1-11/16 of the VCRs multiplied by 16,079,760 VCRs.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Information Incorporated by Reference
-------------------------------------
There are hereby incorporated by reference in this
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission") by Viacom Inc.
(File No. 1-9553) pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"):
1. Viacom Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1993, as amended by
Form 10-K/A Amendment No. 1 dated May 2, 1994;
2. All other reports filed by Viacom Inc. with the
Commission since December 31, 1993, pursuant to
Section 13(a) or 15(d) of the Exchange Act; and
3. The description of each class of Common Stock and
the VCRs contained in the registration statements
therefor under Section 12 of the Exchange Act,
including any amendment or report filed for the
purpose of updating such description.
All documents and reports filed by Viacom Inc. pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the dates of filing of such documents or reports. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
<PAGE>
Item 6. Indemnification of Officers and Directors.
------------------------------------------
Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is,
or is threatened to be made, a party to any threatened, pending or complete
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify such person against expenses
(including attorneys' fees) in actions brought by or in the right of the
corporation to procure a judgment in its favor under the same conditions, except
that no indemnification is permitted in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the Court of Chancery or
other such court shall deem proper. To the extent such person has been
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 145 also provides that a corporation may maintain
insurance against liabilities for which indemnification is not expressly
provided by the statute.
Article VI of the Restated Certificate of Incorporation of
Viacom Inc. provides for indemnification of the directors, officers, employees
and agents of Viacom Inc. to the full extent currently permitted by the DGCL.
In addition, Viacom Inc.'s Restated Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, limits directors'
liability to Viacom Inc. and its stockholders by eliminating liability in
damages for breach of fiduciary duty. Article VII of Viacom Inc.'s Restated
Certificate of Incorporation provides that neither Viacom Inc. nor its
stockholders may recover damages from Viacom Inc.'s directors for breach of
their fiduciary duties in the performance of their duties as directors of Viacom
Inc. As limited by Section 102(b), this provision cannot, however, have the
effect of indemnifying any director of Viacom Inc. in the case of liability (i)
<PAGE>
for a breach of the director's duty of loyalty, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL or (iv) for any transactions
for which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
4.1 Restated Certificate of Incorporation of Viacom
Inc. as filed with the Secretary of State of the
State of Delaware on May 21, 1992 (incorporated by
reference to Exhibit 3(a) to the Annual Report on
Form 10-K of Viacom Inc. for the fiscal year ended
December 31, 1992, as amended by Form 10-K/A
Amendment No. 1 dated November 29, 1993 and as
further amended by Form 10-K/A Amendment No. 2
dated December 9, 1993 (File No. 1-9553))
4.2 Form of Amendment to Restated Certificate of
Incorporation of Viacom Inc. (incorporated by
reference to Annex VII to the Joint Proxy
Statement/Prospectus of Viacom Inc. dated
June 6, 1994 (File No. 33-53977))
4.3 By-laws of Viacom Inc. (incorporated by reference
to Exhibit 3.3 to the Registration Statement on
Form S-4 filed by Viacom Inc. (File No. 33-13812))
5 Opinion of Shearman & Sterling as to the legality
of the securities being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Shearman & Sterling (contained in
Exhibit 5)
24 Powers of Attorney
<PAGE>
Item 9. Undertakings.
-------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, as amended (the "Securities Act"); (ii) to reflect in the
Prospectus any facts or events after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
(c) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the Prospectus to each employee to whom
the Prospectus is sent or given a copy of the Registrant's annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the Registrant shall state in the
Prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the employee. If the last fiscal year of the Registrant
has ended within 120 days prior to the use of the Prospectus, the annual report
of the Registrant for the preceding fiscal year may be so delivered, but within
such 120 day period the annual report for the last fiscal year will be
furnished to each such employee.
(d) The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to all employees participating in the plans
who do not otherwise receive such material as stockholders of the Registrant, at
the time and in the manner such material is sent to its stockholders, copies of
all reports, proxy statements and other communications distributed to its
stockholders generally.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this 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 September 30, 1994.
VIACOM INC.
(Registrant)
By: /s/ PHILIPPE P. DAUMAN
-----------------------
Name: Philippe P. Dauman
Title: Executive Vice President,
General Counsel, Chief
Administrative Officer
and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons on
September 30, 1994 in the capacities shown:
Signature Title
--------- -----
* Director
- -----------------------------
George S. Abrams
*
- ----------------------------- Director, President, Chief Executive Officer
Frank J. Biondi, Jr. (Principal Executive Officer)
/s/ PHILIPPE P. DAUMAN Director
- -----------------------------
Philippe P. Dauman
* Director
- -----------------------------
William C. Ferguson
* Director
- -----------------------------
H. Wayne Huizenga
* Director
- -----------------------------
Ken Miller
<PAGE>
* Director
- -----------------------------
Brent D. Redstone
* Director
- -----------------------------
Sumner M. Redstone
* Director
- -----------------------------
Frederic V. Salerno
* Director
- -----------------------------
William Schwartz
/s/ GEORGE S. SMITH, JR. Senior Vice President, Chief Financial Officer
- ----------------------------- (Principal Financial Officer)
George S. Smith, Jr.
/s/ KEVIN C. LAVAN Senior Vice President, Controller and Chief
- ----------------------------- Accounting Officer (Principal Accounting
Kevin C. Lavan Officer)
*By: /s/ PHILIPPE P. DAUMAN September 30, 1994
-------------------------
Philippe P. Dauman
Attorney-in-Fact under Powers
of Attorney filed as Exhibit 24
to this Registration Statement
<PAGE>
Exhibit Index
<TABLE><CAPTION>
Exhibit No. Description Page
- ----------- ----------- -----
<S> <C> <C>
4.1 Restated Certificate of Incorporation of Viacom
Inc. as filed with the Secretary of State of the
State of Delaware on May 21, 1992 (incorporated by
reference to Exhibit 3(a) to the Annual Report on
Form 10-K of Viacom Inc. for the fiscal year ended
December 31, 1992, as amended by Form 10-K/A
Amendment No. 1 dated November 29, 1993 and as
further amended by Form 10-K/A Amendment No. 2 dated
December 9, 1993 (File No. 1-9553))
4.2 Form of Amendment to Restated Certificate of
Incorporation of Viacom Inc. (incorporated by reference
to Annex VII to the Joint Proxy Statement/Prospectus
of Viacom Inc. dated June 6, 1994 (File No. 33-53977))
4.3 By-laws of Viacom Inc. (incorporated by reference
to Exhibit 3.3 to the Registration Statement on
Form S-4 filed by Viacom Inc. (File No. 33-13812))
5 Opinion of Shearman & Sterling as to the legality
of the securities being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Shearman & Sterling (contained in Exhibit 5)
24 Powers of Attorney
</TABLE>
September 30, 1994
Viacom Inc.
200 Elm Street
Dedham, Massachusetts 02026
Dear Sirs:
We have acted as counsel for Viacom Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8
(the "Registration Statement") of the Company filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration under the Securities Act of
the following securities of the Company to be issued in connection with the
exercise of the stock options for shares of common stock, par value $.10 per
share, of Blockbuster Entertainment Corporation ("Blockbuster") that were
outstanding on September 29, 1994 under Blockbuster's 1994, 1990, 1989 and
1987 Stock Option Plans and 1991 Employee Director and Non-Employee Director
Stock Option Plans (collectively, the "Plans") and assumed by the Company in
connection with the Merger:
1,286,381 shares of the Company's Class A Common Stock, par
value $0.01 per share (the "Class A Common Stock");
9,746,747 shares of the Company's Class B Common Stock, par
value $0.01 per share (the "Class B Common Stock");
2,223,671 shares of the Company's Class B Common Stock, par
value $0.01 per share (the "Additional Class B
Common Stock") which may become issuable pursuant to
the Company's variable common rights (the "VCRs");
and
16,079,760 VCRs.
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Registration Statement.
<PAGE>
Viacom Inc. 2 September 30, 1994
The VCRs will be governed by a certificate (the "VCR Certificate")
in the form included in the Company's Registration Statement on Form S-4
(Reg. No. 33-55271) as Exhibit 4.3.
In so acting, we have examined the Registration Statement, the VCR
Certificate and the Plans. We have also examined and relied as to factual
matters upon the representations and warranties contained in originals, or
copies certified or otherwise identified to our satisfaction, of such
documents, records, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed below.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents, certificates and instruments submitted to us
as originals and the conformity with originals of all documents submitted to
us as copies.
The opinions expressed below are limited to the law of the State of
New York, the General Corporation Law of Delaware and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
1. The Class A Common Stock and the Class B Common Stock have
been duly authorized by the Company and, when (a) issued and delivered
by the Company in accordance with the terms of the Plans and (b) paid
for in full in accordance with the terms of the Plans, the Class A
Common Stock and the Class B Common Stock will be validly issued, fully
paid and non-assessable.
2. The VCRs have been duly authorized by the Company, and when
(a) the VCR Certificates have been duly executed and delivered by the
Company, (b) the VCRs have been duly issued by the Company in accordance
with the terms of the Plans and the VCR Certificates and (c) the VCRs
have been paid for in full in accordance with the terms of the Plans,
the VCRs will be validly issued and will constitute valid and binding
obligations of the Company enforceable against the Company in accordance
with the terms of the VCR Certificates.
3. The Additional Class B Common Stock have been duly authorized
by the Company and, when issued by the Company in accordance with the
provisions of the VCR Certificates, the Additional Class B Common Stock
will be validly issued, fully paid and non-assessable.
<PAGE>
Viacom Inc. 3 September 30, 1994
The opinion set forth in paragraph 2 above is subject to (i) the
effect of any applicable bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting creditors' rights generally and (ii) the
effect of general principles of equity (regardless of whether considered in a
proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Shearman & Sterling
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of Viacom Inc. of
our reports dated February 4, 1994, except as to Note 2, which is as of
March 11, 1994, appearing on pages II-32 and F-2 of the Viacom Inc. Annual
Report on Form 10-K for the year ended December 31, 1993, as amended by Form
10-K/A Amendment No. 1 dated May 2, 1994. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE
New York, New York
September 29, 1994
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC., (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas, and each of them, 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 (1) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and 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, covering the securities of Viacom Inc. to be issued pursuant
to the Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom Inc., and (2) any
registration statements, reports and applications relating to such securities to
be filed by the Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with such registration statements or reports or 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
September, 1994.
/s/ GEORGE S. ABRAMS
--------------------
George S. Abrams
<PAGE>
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC., (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas, and each of them, 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 (1) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and 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, covering the securities of Viacom Inc. to be issued pursuant
to the Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom Inc., and (2) any
registration statements, reports and applications relating to such securities to
be filed by the Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with such registration statements or reports or 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
September, 1994.
/s/ FRANK J. BIONDI, JR.
------------------------
Frank J. Biondi, Jr.
<PAGE>
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC., (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas, and each of them, 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 (1) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and 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, covering the securities of Viacom Inc. to be issued pursuant
to the Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom Inc., and (2) any
registration statements, reports and applications relating to such securities to
be filed by the Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with such registration statements or reports or 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
September, 1994.
/s/ WILLIAM C. FERGUSON
-----------------------
William C. Ferguson
<PAGE>
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC., (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas, and each of them, 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 (1) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and 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, covering the securities of Viacom Inc. to be issued pursuant
to the Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom Inc., and (2) any
registration statements, reports and applications relating to such securities to
be filed by the Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with such registration statements or reports or 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
September, 1994.
/s/ H. WAYNE HUIZENGA
---------------------
H. Wayne Huizenga
<PAGE>
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC., (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas, and each of them, 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 (1) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and 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, covering the securities of Viacom Inc. to be issued pursuant
to the Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom Inc., and (2) any
registration statements, reports and applications relating to such securities to
be filed by the Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with such registration statements or reports or 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
September, 1994.
/s/ KEN MILLER
--------------
Ken Miller
<PAGE>
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC., (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas, and each of them, 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 (1) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and 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, covering the securities of Viacom Inc. to be issued pursuant
to the Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom Inc., and (2) any
registration statements, reports and applications relating to such securities to
be filed by the Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with such registration statements or reports or 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
September, 1994.
/s/ BRENT D. REDSTONE
---------------------
Brent D. Redstone
<PAGE>
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC., (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas, and each of them, 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 (1) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and 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, covering the securities of Viacom Inc. to be issued pursuant
to the Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom Inc., and (2) any
registration statements, reports and applications relating to such securities to
be filed by the Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with such registration statements or reports or 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
September, 1994.
/s/ SUMNER M. REDSTONE
----------------------
Sumner M. Redstone
<PAGE>
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC., (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas, and each of them, 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 (1) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and 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, covering the securities of Viacom Inc. to be issued pursuant
to the Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom Inc., and (2) any
registration statements, reports and applications relating to such securities to
be filed by the Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with such registration statements or reports or 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
September, 1994.
/s/ FREDERIC V. SALERNO
-----------------------
Frederic V. Salerno
<PAGE>
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC., (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas, and each of them, 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 (1) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and 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, covering the securities of Viacom Inc. to be issued pursuant
to the Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom Inc., and (2) any
registration statements, reports and applications relating to such securities to
be filed by the Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with such registration statements or reports or 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
September, 1994.
/s/ WILLIAM SCHWARTZ
--------------------
William Schwartz
