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-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
VIACOM INC.
(Exact name of registrant as specified in its charter)
-------------------
DELAWARE 04-2949533
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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)
PHILIPPE P. DAUMAN, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL,
CHIEF ADMINISTRATIVE OFFICER AND SECRETARY
VIACOM INTERNATIONAL 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)
-------------------
COPIES TO:
STEPHEN T. GIOVE, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND
OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX X
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED(1) BE REGISTERED PER UNIT(2) OFFERING PRICE FEE(3)(4)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock.............. 1,678,363
Class B Common Stock.............. 113,783,769 (2) (2) $222,810
Variable Common Rights............ 38,306,385
================================================================================================================
</TABLE>
(1) This Registration Statement relates to shares of (a) Class A Common Stock,
par value $.01 per share ("Class A Common Stock") of Viacom Inc. ("Viacom"),
Class B Common Stock, par value $.01 per share ("Class B Common Stock") of
Viacom, and variable common rights ("VCRs") of Viacom offered by certain
holders who received or shall receive such securities in connection with the
merger of Blockbuster Entertainment Corporation ("Blockbuster") with and
into Viacom (the "Blockbuster Merger") on September 29, 1994, (b) Class A
Common Stock, Class B Common Stock and VCRs issuable upon the exercise, if
any, of certain warrants formerly exercisable into shares of Common Stock,
par value $0.10 per share, of Blockbuster, which obligations under such
warrants were assumed by Viacom in connection with the Blockbuster Merger,
(c) Class B Common Stock issuable, under certain circumstances, pursuant to
the VCRs issued in connection with the Blockbuster Merger including those
VCRs being registered hereunder, and (d) Class B Common Stock issuable upon
the exercise, if any, of the three-year warrants (the "Three-Year Warrants")
and five-year warrants (the "Five-Year Warrants" and, together with the
Three-Year Warrants, "Paramount Merger Warrants") issued by Viacom in
connection with the merger of a wholly owned subsidiary of Viacom with and
into Paramount Communications Inc., on July 7, 1994.
(2) Not Applicable
(3) Calculation of the Registration Fee excludes 38,918,325 shares of Class B
Common Stock issuable pursuant to the VCRs registered hereunder for which
Viacom will receive no separate consideration and 48,908,382 shares of Class
B Common Stock issuable pursuant to the Paramount Merger Warrants which
shares have already been registered on the Registration Statement on Form
S-4 (Registration Statement No. 33-53977) dated June 6, 1994.
(4) Pursuant to Rules 457(c) and 457(g) of the Securities Act, the registration
fee for all of the securities registered hereunder, $138,145, has been
calculated as follows: one-fiftieth of one percent of (a) 39 13/16, the
average of the high and low prices of shares of Class A Common Stock on
October 4, 1994 multiplied by (b) 1,678,363, the maximum number of Class A
Common Stock shares to be issued hereunder plus (c) 38 1/2, the average of
the high and low prices of shares of Class B Common Stock on September 28,
1994, multiplied by (d) 14,961,533, the maximum number of Class B Common
Stock shares to be issued hereunder excluding those shares issuable, if any,
pursuant to the VCRs and those shares previously registered plus (e) 1 1/4,
the average of the high and low prices of the VCRs on October 4, 1994
multiplied by (f) 38,306,385, the maximum number of VCRs to be issued
hereunder. A total of $222,810 has been paid in connection with this
Registration Statement; on October 5, 1994, $222,810 was wired to the
Securities and Exchange Commission's lockbox in two separate transactions
in the amounts of $138,145 and $84,665, respectively. Viacom's account
number for fees is 0000813828.
-------------------
PURSUANT TO RULE 429 OF THE GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE PROSPECTUS WHICH
IS INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS RELATING
ALSO TO THE REGISTRATION STATEMENTS (REGISTRATION NOS. 33-53977 AND 33-55271)
PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-4 AND DECLARED EFFECTIVE ON JUNE 6,
1994 AND AUGUST 29, 1994, RESPECTIVELY.
-------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION - DATED OCTOBER 5, 1994
PROSPECTUS
----------
____________________
VIACOM INC.
Class A Common Stock
Class B Common Stock
Variable Common Rights
_____________________
This Prospectus relates to a total of 1,678,363 shares of the Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"), of
Viacom Inc. ("Viacom"), 113,783,769 shares of the Class B Common Stock, par
value $.01 per share (the "Class B Common Stock"), of Viacom, and 38,306,385
variable common rights of Viacom ("VCRs"), each representing the right to
receive up to an additional 0.13829 of a share of Class B Common Stock. Of
such amounts:
(i) up to 1,298,583 shares of Class A Common Stock, 23,079,512 shares of
Class B Common Stock and 33,559,127 VCRs are being offered by the Selling
Stockholders described herein (see "Selling Stockholders") who received or
shall receive such shares in connection with the merger of Blockbuster
Entertainment Corporation ("Blockbuster") with and into Viacom (the
"Blockbuster Merger") on September 29, 1994. Viacom will not receive any
proceeds from the offering of such shares by the Selling Stockholders;
(ii) up to 379,780 shares of Class A Common Stock, 2,877,550 shares of
Class B Common Stock and 4,747,258 VCRs will be issuable from time to time by
Viacom upon the exercise, if any, of certain noncompensatory warrants (the
"Former Blockbuster Warrants") originally issued by Blockbuster to American
Financial Corporation (or certain of its wholly owned subsidiaries or
affiliates), Philips Electronics N.V. (or certain of its wholly owned
subsidiaries or affiliates) and H. Wayne Huizenga, the obligations under
which have been assumed by Viacom in connection with the Blockbuster Merger;
(iii) up to 38,918,325 shares of Class B Common Stock will be issuable
by Viacom, under certain circumstances, pursuant to the VCRs; 656,497 of such
shares may be issuable upon conversion of 4,747,258 of the VCRs underlying
the Former Blockbuster Warrants, and 38,261,828 of such shares may be
issuable upon conversion of 276,678,196 of the VCRs previously issued in the
Blockbuster Merger; and
(iv) up to 48,908,382 shares of Class B Common Stock will be issuable
from time to time by Viacom upon the exercise, if any, of the three-year
warrants (the "Three-Year Warrants") and the five-year warrants (the "Five-
Year Warrants" and, together with the Three-Year Warrants, the "Paramount
Merger Warrants") issued by Viacom to holders of shares of the Common Stock,
par value $1.00 per share, of Paramount Communications Inc. ("Paramount") in
connection with the merger (the "Paramount Merger") of a wholly owned
subsidiary of Viacom with and into Paramount. A total of 30,567,734 Three-
Year Warrants and 18,340,643 Five-Year Warrants were issued by Viacom in the
Paramount Merger. This Prospectus does not relate to the issuance of the
Paramount Merger Warrants.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Viacom has been advised by each of the Selling Stockholders that each
Selling Stockholder, acting as principal for its own account, directly,
through agents designated from time to time, or to or through dealers or
underwriters also to be designated, may sell all or a portion of the
securities offered by it hereby from time to time on terms to be determined
at the time of sale. To the extent required, the number of securities to be
sold, the purchase price, the name of any such agent, dealer or underwriter
and any applicable commissions with respect to a particular offer will be set
forth in an accompanying Prospectus Supplement. The aggregate net proceeds
to the Selling Stockholders from the sale of the securities sold by the
Selling Stockholders pursuant to this Prospectus will be the purchase price
of such securities less any commissions.
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the
securities may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), in which event any
commissions received by such broker-dealers, agents or underwriters and any
profit on the resale of the securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
No underwriter, broker or dealer has been engaged by Viacom in
connection with the distribution of Class A Common Stock, Class B Common
Stock and VCRs with respect to the Former Blockbuster Warrants or the
distribution of the Class B Common Stock issuable pursuant to the VCRs or
upon the exercise, if any, of the Paramount Merger Warrants. See "Plan of
Distribution".
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by Viacom.
This Prospectus does not constitute an offer to sell or a solicitation of any
offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of Viacom since such date or, in
the case of information incorporated herein by reference, the date of filing
with the Securities and Exchange Commission.
_____________________
The date of this Prospectus is , 1994.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
<PAGE>
AVAILABLE INFORMATION
Each of Viacom and Paramount, a wholly owned subsidiary of Viacom, is
currently subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by Viacom and Paramount with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and should be available at the Commission's
Regional Offices at Seven World Trade Center, 13th Floor, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material also can be obtained from
the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549, at prescribed rates. In addition,
material filed by Viacom can be inspected at the offices of the American
Stock Exchange, Inc. (the "AMEX"), 86 Trinity Place, New York, New York
10006, and material filed by Paramount may be inspected at the offices of the
New York Stock Exchange, Inc. (the "NYSE"), 20 Broad Street, New York, New
York 10005. As a result of Paramount becoming a wholly owned subsidiary of
Viacom on July 7, 1994, Paramount's Common Stock and certain of Paramount's
debt securities were delisted from the NYSE and Paramount may no longer be
required to file reports, proxy statements and other information with the
Commission pursuant to the requirements of the Exchange Act. Instead, such
information of Paramount would be provided, to the extent required, in
filings made by Viacom. Documents filed by Blockbuster prior to the
Blockbuster Merger may be inspected at the Commission, the NYSE or the London
Stock Exchange, Old Broad Street, London, England EC2N 1HP, as appropriate.
Upon consummation of the Blockbuster Merger, Blockbuster ceased to exist and
consequently no longer files reports, proxy statements and other information
with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Viacom (File No. 1-
9553), Blockbuster (File No. 1-12700) or Paramount (File No. 1-5404) pursuant
to the Exchange Act and the Securities Act are incorporated by reference in
this Prospectus:
1. Viacom'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. Viacom's Quarterly Reports on Form 10-Q for the three months ended
March 31, 1994 and for the six months ended June 30, 1994;
3. Viacom's Current Reports on Form 8-K dated January 12, 1994, March
18, 1994, March 28, 1994, July 7, 1994, July 22, 1994, September 1, 1994,
September 21, 1994 and September 29, 1994;
4. Viacom's Registration Statements on Form S-4 (Registration No. 33-
53977) dated June 6, 1994 and (Registration No. 33-55271) dated August 29,
1994;
5. Blockbuster's Annual Report on Form 10-K for the year ended December
31, 1993;
6. Blockbuster's Current Reports on Form 8-K dated January 7, 1994
(filed January 12, 1994), February 15, 1994 (filed February 22, 1994), March
10, 1994 (filed March 11, 1994), May 5, 1994 (filed May 5, 1994), July 18,
1994 (filed July 19, 1994), August 23, 1994 (filed August 25, 1994), August
18, 1994 (filed August 26, 1994), September 2, 1994 (filed September 19,
1994), September 19, 1994 (filed September 21, 1994) and September 29, 1994
(filed September 29, 1994);
2
<PAGE>
7. Blockbuster's Quarterly Reports on Form 10-Q for the three months
ended March 31, 1994 and the six months ended June 30, 1994;
8. Paramount's Transition Report on Form 10-K for the eleven-month
period ended March 31, 1994, as amended by Form 10-K/A Amendment No. 1 dated
July 29, 1994, as further amended by Form 10-K/A Amendment No. 2 dated August
12, 1994;
9. Paramount's Quarterly Report on Form 10-Q for the three months ended
June 30, 1994; and
10. Paramount's Current Reports on Form 8-K dated July 7, 1994, July 22,
1994 and September 1, 1994.
All documents and reports filed by Viacom and Paramount, if any,
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering of the
securities offered hereby shall be deemed to be incorporated by reference in
this Prospectus and to be a part of this Prospectus from the dates of filing
of such documents or reports. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, 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 and superseded, to
constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Such documents (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference) are available, without charge, to any person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon
written or oral request to Viacom International Inc. ("Viacom
International"), 1515 Broadway, New York, New York 10036, Attention: John H.
Burke (telephone number (212) 258-6000).
3
<PAGE>
THE COMPANY
Viacom is an international communications and entertainment company.
Its principal assets include its 100% ownership of Viacom International and
Paramount as well as its ownership of the Blockbuster assets. Through those
two subsidiaries and assets, Viacom conducts business in six principal
operating segments: Networks, Entertainment, Cable Television and
Broadcasting, Publishing and Retail. National Amusements, Inc. ("NAI") is
the controlling stockholder of Viacom. Sumner M. Redstone, the controlling
stockholder of NAI, is the Chairman of the Board of Directors of each of
Viacom, Viacom International and Paramount. The principal executive offices
of Viacom are located at 200 Elm Street, Dedham, Massachusetts 02026 and its
telephone number is (617) 461-1600.
SELLING STOCKHOLDERS
Of the securities registered hereunder, an aggregate of 1,298,583 shares
of Class A Common Stock, 12,083,983 shares of Class B Common Stock and
33,559,127 VCRs are being offered hereby by the following: H. Wayne
Huizenga, The Huizenga Grantor Trust A, Steven R. Berrard, George D. Johnson,
Jr., The George D. Johnson, Jr. Trust, Susan P. Johnson (the wife of George
D. Johnson, Jr.), The Susan P. Johnson Trust, George D. Johnson, III (the son
of George D. Johnson, Jr.), The George D. Johnson, III Trust, Susanna P.
Johnson (the daughter of George D. Johnson, Jr.), The Susanna P. Johnson
Trust, Donald F. Flynn, The Donald F. Flynn Grantor Trust, DFF Investments,
L.P., M Family Investment Partnership, Westwind Investment Partnership,
Westwind Century Investment Partnership, Century Entertainment L.P., JJM
Charitable Remainder Trusts, MW Partners Partnership, John J. Melk, and Janet
Melk (the wife of John J. Melk) (collectively, the "Selling Stockholders").
H. Wayne Huizenga is the beneficial owner of the shares held by The Huizenga
Grantor Trust A. George D. Johnson, Jr. is the beneficial owner of the
shares held by The George D. Johnson, Jr. Trust, Susan P. Johnson, The Susan
P. Johnson Trust, George D. Johnson, III, The George D. Johnson, III Trust,
Susanna P. Johnson, and The Susanna P. Johnson Trust. Donald F. Flynn is the
beneficial owner of the shares held by The Donald F. Flynn Grantor Trust and
DFF Investments, L.P. John J. Melk is the beneficial owner of the shares
held by M Family Investment Partnership, Westwind Investment Partnership,
Westwind Century Investment Partnership, Century Entertainment L.P., JJM
Charitable Remainder Trusts, MW Partners Partnership and Janet Melk.
Mr. Huizenga has been a director of Viacom since October 1993 and was
named Vice Chairman of Viacom on September 29, 1994. He is Chairman of the
Board of Directors of Spelling Entertainment Group Inc. (together with its
subsidiaries, "Spelling"), a majority-owned subsidiary of Viacom. Mr.
Huizenga is also a director of Paramount, Viacom International and Discovery
Zone, Inc., an approximately 49.9%-owned indirect subsidiary of Viacom. From
April 1987 to September 29, 1994, he was Chairman of the Board and Chief
Executive Officer of Blockbuster.
Mr. Berrard is President and Chief Executive Officer of Viacom's
Blockbuster Entertainment Group and a director of Spelling. It is currently
intended that he will be elected as a director of Viacom in the near future.
Mr. Berrard was a director of Blockbuster from May 1989 to September 29,
1994, Vice Chairman of the Board of Blockbuster from November 1989 to
September 29, 1994, and President and Chief Operating Officer of Blockbuster
from January 1993 to September 29, 1994.
Mr. Johnson is President - Domestic Consumer Division of Viacom's
Blockbuster Entertainment Group. It is currently intended that he will be
elected as a director of Viacom in the near future. From August 1993 to
September 29, 1994, Mr. Johnson was President - Domestic Consumer Division of
Blockbuster. From 1987 until August 1993, Mr. Johnson was managing general
partner of WJB Video Limited Partnership, which prior to its merger with
Blockbuster in August 1993 was Blockbuster's largest franchise owner.
Mr. Flynn is Chairman and Chief Executive Officer of Discovery Zone.
From February 1987 until September 29, 1994, he was a director of
Blockbuster.
Mr. Melk is a director of Discovery Zone. He was a director of
Blockbuster from May 1993 until September 29, 1994, having previously served
as a director and as Vice Chairman of Blockbuster from February 1987 until
March 1989.
4
<PAGE>
<TABLE><CAPTION>
Selling Stockholder
----------------------------------------------------------------------------
H. Wayne Steven R. George D. Donald F. John J.
Huizenga Berrard Johnson, Jr. Flynn Melk Total
<S> <C> <C> <C> <C> <C> <C>
Class A Common Stock
Prior to the offering 944,326 397 186,080 (5) (5) 1,130,803
Amount to be received
pursuant to this
Prospectus(1) 167,780 0 0 (5) (5) 167,780
Amount offered hereby 1,112,106 397 186,080 (5) (5) 1,298,583
Class B Common Stock
Prior to the offering 7,155,041 3,012 1,409,912 4,670,908 4,282,051 17,520,924
Amount to be received
pursuant to this
Prospectus(2) 3,193,667 687 321,664 1,065,643 976,927 5,558,588
Amount offered hereby 10,348,708 3,699 1,731,576 5,736,551 5,258,978 23,079,512
VCRs
Prior to the offering 11,804,077 4,970 2,326,012 7,705,862 7,064,343 28,905,264
Amount to be received
pursuant to this
Prospectus(3) 2,097,258 0 0 0 0 2,097,258
Amount to be received
pursuant to S-8(4) 2,520,194 0 0 20,000 16,411 2,556,605
Amount offered hereby 16,421,529 4,970 2,326,012 7,725,862 7,080,754 33,559,127
</TABLE>
(1) Represents shares of Class A Common Stock issuable upon exercise, if any,
of the Former Blockbuster Warrants.
(2) Represents shares of Class B Common Stock (i) issuable upon exercise, if
any, of the Former Blockbuster Warrants, (ii) issuable pursuant to VCRs owned
prior to the offering, and (iii) issuable pursuant to VCRs issuable upon
exercise, if any, of the Former Blockbuster Warrants.
(3) Represents VCRs issuable upon exercise, if any, of the Former Blockbuster
Warrants.
(4) Represents VCRs previously registered under Viacom's Registration
Statement on Form S-8 dated September 30, 1994.
(5) None of the shares of Class A Common Stock issued to such Selling
Stockholders in connection with the Blockbuster Merger are registered
hereunder.
__________________________
Upon completion of this offering, if all offered securities are sold, the
Selling Stockholders will not own any shares of any Viacom securities, except
for 5,000 shares of Viacom Class B Common Stock issuable to Mr. Huizenga upon
the exercise, if any, of options granted to him under the Viacom Stock Option
Plan for Non-Employee Directors upon his election to the Viacom Board.
Additionally, each of the Selling Stockholders holds stock options which are
exercisable into shares of Class A Common Stock, Class B Common Stock and VCRs
which are not being registered hereunder as indicated in the following chart.
<TABLE><CAPTION>
Class B Common
Class A Class B Stock issuable pursuant
Common Stock Common Stock VCRs to VCRs, if any
------------ ------------ ---- ---------------
<S> <C> <C> <C> <C>
H. Wayne Huizenga 201,615 1,527,615 0 348,592
Steven R. Berrard 199,237 1,509,578 2,490,433 344,401
George D. Johnson, Jr. 68,706 520,577 858,824 118,766
Donald F. Flynn 1,600 12,123 0 2,534
John J. Melk 1,312 9,947 0 2,269
</TABLE>
Following completion of the offering, no Selling Stockholder will own one
percent or more of the class(es) of securities registered hereunder with
respect to such Selling Stockholder.
5
<PAGE>
DESCRIPTION OF CLASS A AND CLASS B COMMON STOCK
The authorized capital stock of Viacom consists of 200 million shares of
Class A Common Stock, 1 billion shares of Class B Common Stock and 200
million shares of preferred stock, par value $0.01 per share, issuable in
series. The following description of Viacom's capital stock does not purport
to be complete and is subject to, and qualified in its entirety by reference
to, the Delaware General Corporation Law and Viacom's Restated Certificate of
Incorporation, as amended (the "Restated Certificate of Incorporation").
The Restated Certificate of Incorporation provides that Viacom may
prohibit the ownership or voting of a percentage of its equity securities in
order to ensure compliance with the requirements of the Communications Act of
1934, as amended.
Class A Common Stock. As of September 30, 1994, there were 68,663,216
shares of Class A Common Stock issued and outstanding. All outstanding
shares of Class A Common Stock are fully paid and non-assessable. Shares of
Class A Common Stock do not have conversion rights and are not redeemable.
Class B Common Stock. The rights, privileges, limitations,
restrictions and qualifications of Class B Common Stock are identical to
those of Class A Common Stock except that shares of Class B Common Stock have
no voting rights other than those required by law. As of September 30, 1994,
there were 261,101,842 shares of Class B Common Stock issued and outstanding.
All outstanding shares of Class B Common Stock are fully paid and non-
assessable. Shares of Class B Common Stock do not have conversion rights and
are not redeemable.
DESCRIPTION OF VCRs
VCRs represent the right to receive shares of Class B Common Stock under
certain circumstances on September 29, 1995 (the "VCR Conversion Date"). The
number of shares of Class B Common Stock (the "Class B Value") will be
determined during the 90 trading day period (the "VCR Valuation Period")
immediately preceding the VCR Conversion Date. The Class B Value will be
equal to the average closing price on the AMEX (or such other exchange on
which Class B Common Stock is then listed) of a share of Class B Common Stock
during the 30 consecutive trading days in the VCR Valuation Period which
yield the highest such average closing price. Certain days will not be
included for this purpose. For further information regarding the VCRs, see
"Description of Viacom Capital Stock -- Viacom Class B Common Stock" in
Viacom's Registration Statement on Form S-4 (Registration No. 33-55271) dated
August 29, 1994 (the "Blockbuster Merger S-4"), which is incorporated herein
by reference.
Trading Market. The outstanding shares of Class A Common Stock and
Class B Common Stock and the VCRs are listed for trading on the AMEX under
the symbols "VIA", "VIAB" and "VIAVR", respectively. The Registrar and
Transfer Agent for Class A Common Stock, Class B Common Stock and the VCRs is
The Bank of New York.
DESCRIPTION OF WARRANTS
Former Blockbuster Warrants. A total of 167,780 shares of Class A Common
Stock, 2,483,552 shares of Class B Common Stock (including 566,609 shares of
Class B Common Stock issuable pursuant to VCRs received in exchange for the
Former Blockbuster Warrants) and 4,097,258 VCRs are issuable upon the
exercise, if any, of the Former Blockbuster Warrants. For a description of
Viacom's assumption of the obligations under the Former Blockbuster Warrants,
see "The Merger -- Treatment of Blockbuster Warrants and Employee Stock
Options" in the Blockbuster Merger S-4.
Paramount Merger Warrants. For information regarding the Paramount Merger
Warrants see "Description of Viacom Capital Stock -- Viacom Warrants" in
Viacom's Registration Statement on Form S-4 (Registration Statement No. 33-
53977) dated June 6, 1994, which is incorporated herein by reference.
6
<PAGE>
USE OF PROCEEDS
Viacom will not receive any proceeds from the offering of securities by
the Selling Stockholders or from the shares of Class B Common Stock offered
pursuant to the VCRs. The net proceeds to be received by Viacom upon the
exercise, if any, of the Former Blockbuster Warrants and/or the Paramount
Merger Warrants may be used by Viacom to repay, redeem or repurchase its
outstanding indebtedness; to make loans to its subsidiaries; or for general
corporate purposes. A description of any indebtedness to be refinanced with
such net proceeds will be set forth in the applicable Prospectus Supplement.
The securities to be offered upon the exercise, if any, of such warrants are
being offered pursuant to the Blockbuster Merger or the Paramount Merger, as
the case may be.
PLAN OF DISTRIBUTION
Viacom has been advised by each Selling Stockholder that each Selling
Stockholder may sell all or a portion of the securities offered by it hereby
from time to time on the AMEX at prices prevailing at the time of such sales.
The Selling Stockholders may also make private sales directly or to or
through a broker or brokers. Alternatively, the Selling Stockholders may
from time to time offer the securities through underwriters, dealers or
agents, who may receive compensation in the form of underwriting discounts,
commissions or concessions from the Selling Stockholders and/or the
purchasers of the securities for whom they may act as agent. To the extent
required, the number of securities to be sold, the purchase price, the name
of any such agent, dealer or underwriter and any applicable commissions with
respect to a particular offer will be set forth in an accompanying Prospectus
Supplement. The aggregate net proceeds to the Selling Stockholders from the
sale of the securities sold by the Selling Stockholders hereby will be the
purchase price of such securities less any broker's commissions.
No determination has been made whether the Selling Stockholders will
sell any of the securities offered hereby.
In order to comply with the securities laws of certain states, if
applicable, the securities will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states
the securities may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the
securities may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any commissions received by such broker-
dealers, agents or underwriters and any profit on the resale of the
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
No underwriter, broker or dealer has been engaged by Viacom in
connection with the distribution of Class A Common Stock, Class B Common
Stock and VCRs with respect to the Former Blockbuster Warrants or the
distribution of the Class B Common Stock issuable pursuant to the VCRs or
upon the exercise, if any, of the Paramount Merger Warrants.
LEGAL MATTERS
The validity of the Class A Common Stock, Class B Common Stock and the
VCRs offered hereby has been passed upon for Viacom by Shearman & Sterling,
New York, New York.
EXPERTS
The financial statements incorporated in this Prospectus and
Registration Statement by reference to the Annual Report on Form 10-K of
Viacom for the year ended December 31, 1993, as amended by Form 10-K/A
Amendment No. 1 dated May 2, 1994, have been so incorporated in reliance on
the reports of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The financial statements incorporated in this Prospectus and
Registration Statement by reference to the Transition Report on Form 10-K of
Paramount for the eleven months ended March 31, 1994, as amended by Form 10-
K/A Amendment No. 1 dated July 29, 1994, and as further amended by Form 10-
K/A Amendment No. 2 dated August 12,
7
<PAGE>
1994, have been so incorporated in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
The consolidated financial statements of Paramount incorporated by
reference in this Prospectus and Registration Statement at April 30, 1993 and
at October 31, 1992, and for the six-month period ended April 30, 1993, and
for each of the two years in the period ended October 31, 1992 included in
its Transition Report on Form 10-K for the eleven months ended March 31,
1994, as amended by Form 10-K/A Amendment No. 1, and as further amended by
Form 10-K/A Amendment No. 2, have been audited by Ernst & Young, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements and schedules of Blockbuster
Entertainment Corporation and subsidiaries as of December 31, 1993 and 1992
and for each of the three years in the period ended December 31, 1993
incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP, independent
certified public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses, other than the Securities and Exchange
Commission registration fee, are estimated. All expenses of the offering
will be paid by Viacom:
Securities and Exchange Commission registration fee $ 222,810
--------------------
Blue Sky fees and expenses 20
American Stock Exchange listing fee 0
Printing and engraving expenses 5,000
Legal fees and expenses (other than Blue Sky
fees and expenses) 15,000
Accounting fees and expenses 7,000
Miscellaneous 5,000
----------------------
Total 254,830
----------------------
----------------------
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("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 completed 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 persons 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 Viacom's Restated Certificate of Incorporation provides
for indemnification of the directors, officers, employees and agents of
Viacom to the full extent currently permitted by the DGCL.
In addition, Viacom's Restated Certificate of Incorporation, as
permitted by Section 102(b) of the DGCL, limits directors' liability to
Viacom and its stockholders by eliminating liability in damages for breach of
fiduciary duty. Article VII of Viacom's Restated Certificate of
Incorporation provides that neither Viacom nor its stockholders may recover
damages from its directors for breach of their fiduciary duties in the
performance of their duties as directors of Viacom. As limited by Section
102(b), this provision cannot, however, have the effect of indemnifying any
director of Viacom in the case of liability (i) 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
II-1
<PAGE>
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 16. Exhibits.
4.1 Restated Certificate of Incorporation of Viacom Inc. (incorporated
by reference to Exhibit 3(a) to the Annual Report on Form 10-K for
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 Certificate of Amendment of Restated Certificate of Incorporation
of Viacom Inc. (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-4 filed by Viacom Inc.)(File No.
33-55271).
4.3 Certificate of Merger Merging Blockbuster Entertainment Corporation
with and into Viacom Inc.
4.4 Specimen Certificate representing the Viacom Inc. Class A Voting
Common Stock (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-4 filed by Viacom Inc.)(File No.
33-13812)
4.5 Specimen Certificate representing the Viacom Inc. Class B Non-
Voting Common Stock (incorporated by reference to Exhibit 4(a) to
the Quarterly Report on Form 10-Q of Viacom Inc. for the quarter
ended June 30, 1993)(File No. 1-9553)
4.6 Form of Certificate representing the Variable Common Rights of
Viacom Inc.(incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-4 filed by Viacom Inc.)(File No.
33-55271).
5 Opinion of Shearman & Sterling as to the validity of the Class A
Common Stock, Class B Common Stock and VCRs (including consent).
23.1 Consent of Price Waterhouse LLP as to financial statements of Viacom Inc.
23.2 Consent of Price Waterhouse LLP as to financial statements of Paramount
Communications Inc.
23.3 Consent of Ernst & Young LLP as to financial statements of Paramount
Communications Inc.
23.4 Consent of Arthur Andersen LLP as to financial statements of Blockbuster
Entertainment Corporation
23.5 Consent of Shearman & Sterling (included in opinion filed as Exhibit 5)
23.6 Consents of Steven R. Berrard and George D. Johnson, Jr. to be named in
the Prospectus
24.1 Powers of Attorney
Item 17. 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;
(ii) To reflect in the prospectus any facts or events arising
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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs 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.
II-2
<PAGE>
(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.
(b) The undersigned registrant hereby undertake 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange 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 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 of whether such indemnification by them
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Secutiries 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
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 October 5, 1994.
VIACOM INC.
By /s/ Frank J. Biondi. Jr.
------------------------
President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on October 5, 1994:
Name and Signature Title
/s/ Frank J. Biondi, Jr. Director, President,
----------------------------------- Chief Executive Officer
(Frank J. Biondi, Jr.)
/s/ George S. Smith, Jr. Senior Vice President,
----------------------------------- Chief Financial Officer
(George S. Smith, Jr.)
/s/ Kevin C. Lavan Senior Vice President, Controller,
----------------------------------- Chief Accounting Officer
(Kevin C. Lavan)
* Director
-----------------------------------
(George S. Abrams)
II-4
<PAGE>
/s/ Philippe P. Dauman Director
-----------------------------------
(Philippe P. Dauman)
* Director
-----------------------------------
(William C. Ferguson)
* Director
-----------------------------------
(H. Wayne Huizenga)
* Director
-----------------------------------
(Ken Miller)
* Director
-----------------------------------
(Brent D. 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
II-5
<PAGE>
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of Viacom Inc. (incorporated
by reference to Exhibit 3(a) to the Annual Report on Form 10-K for
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 Certificate of Amendment of Restated Certificate of Incorporation
of Viacom Inc. (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-4 filed by Viacom Inc.)(File No.
33-55271).
4.3 Certificate of Merger Merging Blockbuster Entertainment Corporation
with and into Viacom Inc.
4.4 Specimen Certificate representing the Viacom Inc. Class A Voting
Common Stock (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-4 filed by Viacom Inc.)(File No.
33-13812)
4.5 Specimen Certificate representing the Viacom Inc. Class B Non-
Voting Common Stock (incorporated by reference to Exhibit 4(a) to
the Quarterly Report on Form 10-Q of Viacom Inc. for the quarter
ended June 30, 1993)(File No. 1-9553)
4.6 Form of Certificate representing the Variable Common Rights of
Viacom Inc.(incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-4 filed by Viacom Inc.)(File No.
33-55271).
5 Opinion of Shearman & Sterling as to the validity of the Class A
Common Stock, Class B Common Stock and VCRs (including consent).
23.1 Consent of Price Waterhouse LLP as to financial statements of Viacom Inc.
23.2 Consent of Price Waterhouse LLP as to financial statements of Paramount
Communications Inc.
23.3 Consent of Ernst & Young LLP as to financial statements of Paramount
Communications Inc.
23.4 Consent of Arthur Andersen LLP as to financial statements of Blockbuster
Entertainment Corporation
23.5 Consent of Shearman & Sterling (included in opinion filed as Exhibit 5)
23.6 Consents of Steven R. Berrard and George D. Johnson, Jr. to be named in
the Prospectus
24.1 Powers of Attorney
Exhibit 4.3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:50 AM 09/29/1994
CERTIFICATE OF MERGER
MERGING
BLOCKBUSTER ENTERTAINMENT CORPORATION
WITH AND INTO
VIACOM INC.
PURSUANT TO SECTION 251 OF THE
DELAWARE GENERAL CORPORATION LAW
The undersigned, being the Executive Vice President,
General Counsel and Chief Administrative Officer of Viacom
Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware
("Viacom"), DOES HEREBY CERTIFY AS FOLLOWS:
FIRST: That the name and the state of incorporation of
each of the constituent corporations in the merger is as
follows:
Name State of Incorporation
---- ----------------------
Blockbuster Entertainment Corporation . . Delaware
Viacom Inc. . . . . . . . . . . . . . . . Delaware
SECOND: That an Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994 (the "Merger
Agreement"), between Blockbuster Entertainment Corporation
("Blockbuster") and Viacom has been approved, adopted,
certified, executed and acknowledged by each of the
constituent corporations in accordance with Section 251 of the
General Corporation Law of the State of Delaware.
THIRD: That Viacom shall be the surviving corporation
(the "Surviving Corporation").
FOURTH: The certificate of incorporation of Viacom will
be the certificate of incorporation of the Surviving
Corporation.
FIFTH: That an executed copy of the Merger Agreement is
on file at the principal place of business of the Surviving
Corporation at the following address:
200 Elm Street
Dedham, Massachusetts 02026
SIXTH: That a copy of the Merger Agreement will be
furnished by the Surviving Corporation, on request, and
without cost, to any stockholder of any constituent
corporation.
IN WITNESS WHEREOF, Viacom has caused this Certificate of
Merger to be signed by Philippe P. Dauman, its Executive Vice
President, General Counsel and Chief Administrative Officer,
and attested by Lawrence Rubin, its Assistant Secretary, this
29th day of September, 1994.
VIACOM INC.
/s/ Phillipe P. Dauman
By: . . . . . . . . . . . . . . . . . .
Title: Executive Vice President,
General Counsel and
Chief Administrative Officer
ATTEST:
/s/ Lawrence Rubin
. . . . . . . . . . . . . . . . . .
Assistant Secretary
EXHIBIT 5
[Shearman & Sterling Letterhead]
October 5, 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-3 (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, including certain shares of the Company's Class A
Common Stock, par value $.01 per share ("Class A Common Stock") and Class B
Common Stock, par value $.01 per share ("Class B Common Stock") and the
Company's variable common rights ("VCRs"), which will be offered by the Company
or certain holders of such securities (the "Selling Stockholders"):
1. Securities of the Company offered by the Selling Stockholders who
received or shall receive such securities (i) as merger consideration
in connection with the merger of Blockbuster Entertainment Corporation
("Blockbuster") with and into the Company (the "Blockbuster Merger")
on September 29, 1994, (ii) upon exercise of Blockbuster Warrants
(as defined below), the obligations under which were assumed by the
Company in connection with the Blockbuster Merger or (iii) upon
exercise of Stock Options (as defined below) assumed by the Company
in connection with the Blockbuster Merger:
(a) an aggregate of 1,298,583 shares of Class A Common Stock (the
"Selling Stockholder Class A Common Stock"), including 1,130,803
shares received or to be received by the Selling Stockholders as
merger consideration in the Blockbuster Merger and 167,780 shares
to be received by certain Selling Stockholders upon exercise,
if any, of Blockbuster Warrants, all offered pursuant to the
Registration Statement by the Selling Stockholders;
(b) an aggregate of 23,079,512 shares of Class B Common Stock (the
"Selling Stockholder Class B Common Stock"), including 17,520,924
shares received or to be received by the Selling Stockholders as
<PAGE>
Viacom Inc. 2 October 5, 1994
merger consideration in the Blockbuster Merger, 1,271,252 shares
to be received by certain Selling Stockholders upon exercise, if
any, of Blockbuster Warrants, 3,997,307 shares to be received by
the Selling Stockholders, under certain circumstances, pursuant
to the VCRs received or to be received by the Selling
Stockholders as merger consideration in the Blockbuster Merger
and 290,029 shares to be received by the Selling Stockholders,
under certain circumstances, pursuant to the VCRs to be received
by certain Selling Stockholders upon exercise, if any, of
Blockbuster Warrants, all offered pursuant to the Registration
Statement by the Selling Stockholders; and
(c) an aggregate of 33,559,127 VCRs (the "Selling Stockholder VCRs"),
including 28,905,264 VCRs received or to be received by the
Selling Stockholders as merger consideration in the Blockbuster
Merger, 2,097,258 VCRs to be received by certain Selling
Stockholders upon exercise, if any, of Blockbuster Warrants
and 2,556,605 VCRs to be received by certain Selling Stockholders
upon exercise, if any, of stock options (the "Stock Options") for
shares of common stock, par value $.10 per share, of Blockbuster
("Blockbuster Common Stock") that were outstanding on September
29, 1994 under Blockbuster's 1994 Stock Option Plans and 1991
Employee Director and Non-Employee Director Stock Option Plans
(collectively, the "Plans") which were assumed by the Company in
connection with the Blockbuster Merger, all offered pursuant to
the Registration Statement by the Selling Stockholders.
2. Securities of the Company issuable upon the exercise, if any, of
certain warrants (the "Blockbuster Warrants") formerly exercisable
into shares of Blockbuster Common Stock, which obligations under such
Blockbuster Warrants were assumed by the Company in connection with
the Blockbuster Merger:
(a) 379,780 shares of Class A Common Stock (the "Blockbuster Warrant
Class A Common Stock") to be offered by the Company;
(b) 2,877,550 shares of Class B Common Stock (the "Blockbuster
Warrant Class B Common Stock") to be offered by the Company; and
(c) 4,747,258 VCRs (the "Blockbuster Warrant VCRs") to be offered by
the Company.
<PAGE>
Viacom Inc. 3 October 5, 1994
3. 38,918,325 shares of Class B Common Stock (the "Underlying Class B
Common Stock") issuable, under certain circumstances, pursuant to
(i) the VCRs registered by the Company on its Registration Statement
on Form S-4 (Registration No. 33-55271) in connection with the
Blockbuster Merger and (ii) the Blockbuster Warrant VCRs, to be
offered by the Company.
4. 48,908,382 shares of Class B Common Stock (the "Paramount Warrant
Class B Common Stock") issuable upon exercise, if any, of the three-
year warrants of the Company and the five-year warrants of the Company
(collectively, the "Paramount Warrants") issued pursuant to warrant
agreements dated July 7, 1994 between the Company and Harris Trust and
Savings Bank, as warrant agent (collectively, the "Paramount Warrant
Agreements"), executed in connection with the merger of a wholly owned
subsidiary of the Company with and into Paramount Communications Inc.,
to be offered by the Company.
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Registration Statement.
The Selling Stockholder VCRs and the Blockbuster Warrant VCRs are or
will be governed by a certificate (the "VCR Certificate") in the form included
in the Company's Registration Statement on Form S-4 (Registration No. 33-55271)
as Exhibit 4.3. The issuance of the shares of Blockbuster Warrant Class A
Common Stock and Blockbuster Warrant Class B Common Stock and the Blockbuster
Warrant VCRs, if any, will be governed by the Blockbuster Warrants. The
issuance of the Underlying Class B Common Stock, if any, will be governed by the
provisions of the VCR Certificate. The issuance of the shares of Paramount
Warrant Class B Common Stock will be governed by the Paramount Warrant
Agreements.
In so acting, we have examined the Registration Statement, the VCR
Certificate, the Blockbuster Warrants, the Paramount Warrant Agreements, the
Paramount Warrants 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.
<PAGE>
Viacom Inc. 4 October 5, 1994
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
1. The Selling Stockholder Class A Common Stock and the Selling
Stockholder Class B Common Stock have been or will be duly authorized by
the Company and, when (a) issued and delivered by the Company to the
Selling Stockholders in accordance with the terms of the Agreement and
Plan of Merger dated January 7, 1994, as amended as of June 15, 1994,
between the Company and Blockbuster (the "Blockbuster Merger Agreement"),
the Blockbuster Warrants or the VCR Certificates, as the case may be,
(b) delivered by the Selling Stockholders and (c) paid for in full by the
Selling Stockholders in accordance with the terms of the Blockbuster Merger
Agreement or the Blockbuster Warrants, as the case may be, the Selling
Stockholder Class A Common Stock and the Selling Stockholder Class B Common
Stock will be validly issued, fully paid and non-assessable.
2. The Selling Stockholder VCRs and the Blockbuster Warrant VCRs
have been or will be duly authorized by the Company, and when (a) the VCR
Certificates have been duly executed and delivered by the Company, (b) the
Selling Stockholder VCRs and the Blockbuster Warrant VCRs have been duly
issued by the Company in accordance with the terms of the Blockbuster
Merger Agreement, the Plans or the Blockbuster Warrants, as the case may
be, and the VCR Certificates and (c) the Selling Stockholder VCRs and the
Blockbuster Warrant VCRs have been paid for in full in accordance with the
terms of the Blockbuster Merger Agreement, the Plans or the Blockbuster
Warrants, as the case may be, the Selling Stockholder VCRs and the
Blockbuster Warrant 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 Blockbuster Warrant Class A Common Stock and the Blockbuster
Warrant Class B Common Stock have been or will be duly authorized by the
Company and, when issued by the Company to the holders of the Blockbuster
Warrants in accordance with the provisions of the Blockbuster Warrants
against receipt of the exercise price therefor, the Blockbuster Warrant
Class A Common Stock and the Blockbuster Warrant Class B Common Stock will
be validly issued, fully paid and non-assessable.
4. The Underlying Class B Common Stock will be duly authorized by
the Company and, when issued by the Company in accordance with the
provisions of the VCR Certificates, the Underlying Class B Common Stock
will be validly issued, fully paid and non-assessable.
<PAGE>
Viacom Inc. 5 October 5, 1994
5. The Paramount Warrant Class B Common Stock has been duly
authorized by the Company and, when issued by the Company to the holders of
the Paramount Warrants in accordance with the provisions of the Paramount
Warrant Agreements against receipt of the exercise price therefor, the
Paramount Warrant Class B Common Stock will be validly issued, fully paid
and non-assessable.
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 and to the reference to us under the heading "Legal
Matters" contained in the Prospectus included therein.
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-3 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.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
September 30, 1994
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of Viacom Inc. of our reports dated June 3, 1994,
appearing on page F-2 and page 4 of Item 14(a) in the
Paramount Communications Inc. Transition Report on Form 10-K
for the eleven-month period ended March 31, 1994, as amended
by Form 10-K/A Amendment No. 1 dated July 29, 1994 and as
further amended by Form 10-K/A Amendment No. 2 dated August 12,
1994. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
September 30, 1994
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of Viacom Inc. for
the registration of 1,678,363 shares of Class A common stock, 113,783,769
shares of Class B common stock and 38,306,385 variable common rights and to
the incorporation by reference therein to our reports dated August 27, 1993,
except for Notes A and J, as to which the date is September 10, 1993, with
respect to the consolidated financial statements and schedules of Paramount
Communications Inc. included in its Transition Report (Form 10-K) for the
eleven-month period ended March 31, 1994, as amended July 29, 1994 and as
further amended August 12, 1994, all filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
New York, New York
September 30, 1994
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Viacom Inc. Form S-3 Registration Statement,
registering 1,678,363 shares of Class A Common Stock, 113,783,769 shares of
Class B Common Stock and 38,306,385 Variable Common Rights of Viacom Inc., of
our report dated March 23, 1994 included in Blockbuster Entertainment
Corporation's Form 10-K for the year ended December 31, 1993 and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
October 3, 1994
EXHIBIT 23.6
Consent of Person About to Become a Director
--------------------------------------------
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, Steven R. Berrard, hereby consent to be named as a person who may
become a director of Viacom Inc. in the Registration Statement on Form S-3
dated October 5, 1994.
/s/Steven R. Berrard
------------------------------
Steven R. Berrard
September 29, 1994
<PAGE>
Consent of Person About to Become a Director
--------------------------------------------
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, George D. Johnson, Jr., hereby consent to be named as a person
who may become a director of Viacom Inc. in the Registration Statement on
Form S-3 dated October 5, 1994.
/s/George D. Johnson, Jr.
------------------------------
George D. Johnson, Jr.
September 29, 1994
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-3, 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 (i) resales of the Class A Common Stock, Class B
Common Stock and Variable Common Rights ("VCRs", and together with the Class A
Common Stock and Class B Common Stock, the "Blockbuster Merger Securities") of
the Company to be received by certain stockholders of Blockbuster Entertainment
Corporation ("Blockbuster") in connection with the merger of Blockbuster with
and into the Company (the "Blockbuster Merger"), (ii) resales of the Class A
Common Stock, Class B Common Stock and VCRs issuable upon the exercise, if any,
of certain warrants for Blockbuster Common Stock to be assumed by the Company
in connection with the Blockbuster Merger, (iii) Class B Common Stock issuable,
pursuant to the VCRs being issued in connection with the Blockbuster Merger,
(iv) resales of the Blockbuster Merger Securities issuable upon the exercise,
if any, of certain options held by an affiliate of Blockbuster, and (v) Class B
Common Stock issuable upon the exercise, if any, of the three year warrants and
the five year warrants issued in connection with the merger of a wholly owned
subsidiary with and into Paramount Communications 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>
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-3, 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 (i) resales of the Class A Common Stock, Class B
Common Stock and Variable Common Rights ("VCRs", and together with the Class A
Common Stock and Class B Common Stock, the "Blockbuster Merger Securities") of
the Company to be received by certain stockholders of Blockbuster Entertainment
Corporation ("Blockbuster") in connection with the merger of Blockbuster with
and into the Company (the "Blockbuster Merger"), (ii) resales of the Class A
Common Stock, Class B Common Stock and VCRs issuable upon the exercise, if any,
of certain warrants for Blockbuster Common Stock to be assumed by the Company in
connection with the Blockbuster Merger, (iii) Class B Common Stock issuable,
pursuant to the VCRs being issued in connection with the Blockbuster Merger,
(iv) resales of the Blockbuster Merger Securities issuable upon the exercise,
if any, of certain options held by an affiliate of Blockbuster, and (v) Class
B Common Stock issuable upon the exercise, if any, of the three year warrants
and the five year warrants issued in connection with the merger of a wholly
owned subsidiary with and into Paramount Communications 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>
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-3, 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 (i) resales of the Class A Common Stock, Class B
Common Stock and Variable Common Rights ("VCRs", and together with the Class A
Common Stock and Class B Common Stock, the "Blockbuster Merger Securities") of
the Company to be received by certain stockholders of Blockbuster Entertainment
Corporation ("Blockbuster") in connection with the merger of Blockbuster with
and into the Company (the "Blockbuster Merger"), (ii) resales of the Class A
Common Stock, Class B Common Stock and VCRs issuable upon the exercise, if
any, of certain warrants for Blockbuster Common Stock to be assumed by the
Company in connection with the Blockbuster Merger, (iii) Class B Common Stock
issuable, pursuant to the VCRs being issued in connection with the Blockbuster
Merger, (iv) resales of the Blockbuster Merger Securities issuable upon the
exercise, if any, of certain options held by an affiliate of Blockbuster,
and (v) Class B Common Stock issuable upon the exercise, if any, of the three
year warrants and the five year warrants issued in connection with the merger
of a wholly owned subsidiary with and into Paramount Communications 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>
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-3, 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 (i) resales of the Class A Common Stock, Class B Common Stock and
Variable Common Rights ("VCRs", and together with the Class A Common Stock and
Class B Common Stock, the "Blockbuster Merger Securities") of the Company to be
received by certain stockholders of Blockbuster Entertainment Corporation
("Blockbuster") in connection with the merger of Blockbuster with and into the
Company (the "Blockbuster Merger"), (ii) resales of the Class A Common Stock,
Class B Common Stock and VCRs issuable upon the exercise, if any, of certain
warrants for Blockbuster Common Stock to be assumed by the Company in connection
with the Blockbuster Merger, (iii) Class B Common Stock issuable, pursuant to
the VCRs being issued in connection with the Blockbuster Merger, (iv) resales of
the Blockbuster Merger Securities issuable upon the exercise, if any, of certain
options held by an affiliate of Blockbuster, and (v) Class B Common Stock
issuable upon the exercise, if any, of the three year warrants and the five year
warrants issued in connection with the merger of a wholly owned subsidiary with
and into Paramount Communications 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>
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-3, 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 (i) resales of the Class A Common Stock, Class B Common Stock and
Variable Common Rights ("VCRs", and together with the Class A Common Stock and
Class B Common Stock, the "Blockbuster Merger Securities") of the Company to be
received by certain stockholders of Blockbuster Entertainment Corporation
("Blockbuster") in connection with the merger of Blockbuster with and into the
Company (the "Blockbuster Merger"), (ii) resales of the Class A Common Stock,
Class B Common Stock and VCRs issuable upon the exercise, if any, of certain
warrants for Blockbuster Common Stock to be assumed by the Company in connection
with the Blockbuster Merger, (iii) Class B Common Stock issuable, pursuant to
the VCRs being issued in connection with the Blockbuster Merger, (iv) resales of
the Blockbuster Merger Securities issuable upon the exercise, if any, of certain
options held by an affiliate of Blockbuster, and (v) Class B Common Stock
issuable upon the exercise, if any, of the three year warrants and the five year
warrants issued in connection with the merger of a wholly owned subsidiary with
and into Paramount Communications 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>
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-3, 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 (i) resales of the Class A Common Stock, Class B Common Stock and
Variable Common Rights ("VCRs", and together with the Class A Common Stock and
Class B Common Stock, the "Blockbuster Merger Securities") of the Company to be
received by certain stockholders of Blockbuster Entertainment Corporation
("Blockbuster") in connection with the merger of Blockbuster with and into the
Company (the "Blockbuster Merger"), (ii) resales of the Class A Common Stock,
Class B Common Stock and VCRs issuable upon the exercise, if any, of certain
warrants for Blockbuster Common Stock to be assumed by the Company in connection
with the Blockbuster Merger, (iii) Class B Common Stock issuable, pursuant to
the VCRs being issued in connection with the Blockbuster Merger, (iv) resales of
the Blockbuster Merger Securities issuable upon the exercise, if any, of certain
options held by an affiliate of Blockbuster, and (v) Class B Common Stock
issuable upon the exercise, if any, of the three year warrants and the five year
warrants issued in connection with the merger of a wholly owned subsidiary with
and into Paramount Communications 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>
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-3, 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 (i) resales of the Class A Common Stock, Class B Common Stock and
Variable Common Rights ("VCRs", and together with the Class A Common Stock and
Class B Common Stock, the "Blockbuster Merger Securities") of the Company to be
received by certain stockholders of Blockbuster Entertainment Corporation
("Blockbuster") in connection with the merger of Blockbuster with and into the
Company (the "Blockbuster Merger"), (ii) resales of the Class A Common Stock,
Class B Common Stock and VCRs issuable upon the exercise, if any, of certain
warrants for Blockbuster Common Stock to be assumed by the Company in connection
with the Blockbuster Merger, (iii) Class B Common Stock issuable, pursuant to
the VCRs being issued in connection with the Blockbuster Merger, (iv) resales of
the Blockbuster Merger Securities issuable upon the exercise, if any, of certain
options held by an affiliate of Blockbuster, and (v) Class B Common Stock
issuable upon the exercise, if any, of the three year warrants and the five year
warrants issued in connection with the merger of a wholly owned subsidiary with
and into Paramount Communications 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>
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-3, 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 (i) resales of the Class A Common Stock, Class B Common Stock and
Variable Common Rights ("VCRs", and together with the Class A Common Stock and
Class B Common Stock, the "Blockbuster Merger Securities") of the Company to be
received by certain stockholders of Blockbuster Entertainment Corporation
("Blockbuster") in connection with the merger of Blockbuster with and into the
Company (the "Blockbuster Merger"), (ii) resales of the Class A Common Stock,
Class B Common Stock and VCRs issuable upon the exercise, if any, of certain
warrants for Blockbuster Common Stock to be assumed by the Company in connection
with the Blockbuster Merger, (iii) Class B Common Stock issuable, pursuant to
the VCRs being issued in connection with the Blockbuster Merger, (iv) resales of
the Blockbuster Merger Securities issuable upon the exercise, if any, of certain
options held by an affiliate of Blockbuster, and (v) Class B Common Stock
issuable upon the exercise, if any, of the three year warrants and the five year
warrants issued in connection with the merger of a wholly owned subsidiary with
and into Paramount Communications 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
