SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
STARSIGHT TELECAST, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
85568E 10 4
(CUSIP Number)
Philippe P. Dauman, Esq.
Viacom Inc.
1515 Broadway
New York, New York 10036
Telephone: (212) 258-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
September 29, 1994
(Date of Event which Requires Filing of this Statement)
========================================
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with this statement |_|.
<PAGE>
CUSIP No. 85568E 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SPELLING ENTERTAINMENT INC.
- -------------------------------------------------------------------------------
I.R.S. Identification No. 95-4181647
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
--------------------------------------------------------------------
|_| (b)
--------------------------------------------------------------------
--------------------------------------------------------------------
(3) SEC Use Only
-----------------------------------------------------------
- --------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)
-------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Delaware
-----------------------------------
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
---------------------------------------
Shares
Beneficially (8) Shared Voting Power 1,157,509
Owned by --------------------------------------
Each (9) Sole Dispositive Power
---------------------------------
Reporting
Person (10) Shared Dispositive Power 1,157,509
With ---------------------------------
- --------- ---------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,157,509
----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
----------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
5.5%
----------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
- -----------------------------------------------------------------------
<PAGE>
CUSIP No. 85568E 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PVI TRANSMISSION INC.
- --------------------------------------------------------------------------------
I.R.S. Identification No. 13-3740642
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
--------------------------------------------------------------------
|_| (b
--------------------------------------------------------------------
(3) SEC Use Only
----------------------------------------------------------
- --------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)
-----------------------------------
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e).
---------------------------------------------------------------------------
(6) Citizenship or Place of Organization Delaware
----------------------------------------------------------------------
Number of (7) Sole Voting Power
----------------------------------------
Shares
Beneficially (8) Shared Voting Power 4,251,452
---------------------------------------
Owned by
Each (9) Sole Dispositive Power
----------------------------------
Reporting
Person (10) Shared Dispositive Power 4,007,448
--------------------------------
With
- -------- ---------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,251,452
----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)--------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
20.3%
----------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
----------------------------------------------------------------------
<PAGE>
CUSIP No. 85568E 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
-----------------------------------------------------------------------
S.S. No. ###-##-####
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
--------------------------------------------------------------------
|_| (b)
--------------------------------------------------------------------
(3) SEC Use Only
----------------------------------------------------------
- --------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)
-----------------------------------
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e).
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization United States
-----------------------------------
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 26,500
-----------------------------------------
Shares
Beneficially (8) Shared Voting Power 5,408,961
--------------------------------------
Owned by
Each (9) Sole Dispositive Power
-----------------------------------
Reporting
Person (10) Shared Dispositive Power 5,162,292
---------------------------------
With
- ---------- --------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,435,461
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11)
26.0%
(14) Type of Reporting Person (See Instructions) IN
<PAGE>
This Amendment No. 1 (this "Amendment") amends the Statement on Schedule
13D (the "13D Statement") filed with the Securities and Exchange Commission (the
"Commission") on September 16, 1993 by Sumner M. Redstone and Viacom
International Inc. ("VII"), a wholly owned subsidiary of Viacom Inc. ("Viacom"),
with respect to the shares of common stock, no par value (the "Common Stock"),
of StarSight Telecast, Inc., a California corporation (the "Issuer"), with its
principal executive offices located at 39650 Liberty Street, Fremont, California
94538.
This Amendment also amends the Statement on Schedule 13G (the "13G
Statement") filed with the Commission on February 14, 1994 by Spelling
Entertainment Inc. ("Spelling"), a wholly owned subsidiary of Spelling
Entertainment Group Inc. ("Spelling Group"). As a result of the merger of
Blockbuster Entertainment Corporation ("BEC") with and into Viacom, Viacom
became the indirect owner of 79.2% (including shares issuable upon the exercise
of currently exercisable warrants) of the issued and outstanding shares of
common stock of Spelling Group. Accordingly, Viacom may be considered to be the
beneficial owner of the shares of Common Stock owned by Spelling. Through its
ownership of common stock of Viacom, as more fully described in this Amendment,
National Amusements, Inc. ("NAI") may also be considered to be the beneficial
owner of the shares of Common Stock owned by Spelling (as well as the shares of
Common Stock previously owned by VII as reported on the 13D Statement). Through
his ownership of common stock of NAI, as more fully described in this Amendment,
Mr. Sumner M. Redstone may also be considered to be the beneficial owner of the
shares of Common Stock owned by Spelling (as well as the shares of Common Stock
previously owned by VII as reported on the 13D Statement). Future filings
regarding the beneficial ownership of shares of Common Stock currently owned by
Spelling will be made by amendment to the 13D Statement.
Capitalized terms used but not defined herein have the meanings assigned to
such terms in the 13D Statement.
Item 2. Identity and Background.
-----------------------
Item 2 of the 13D Statement is hereby amended and supplemented as follows:
(A) As a result of the transfer described in Item 3 hereof, PVI
Transmission Inc., a Delaware corporation ("PVI"), became the owner of the
shares of Common Stock previously owned by VII. PVI has its principal executive
office at 1515 Broadway, New York, New York 10036. PVI delivers programming via
satellite to various VII and other cable and network television broadcasting
concerns. All of the issued and outstanding shares of common stock of PVI are
owned by NAI.
NAI has its principal office at 200 Elm Street, Dedham, Massachusetts
02026. NAI's principal businesses are owning and operating movie theaters in the
United States and United Kingdom and holding common stock of Viacom. 91.7% of
the issued and outstanding shares of capital stock of NAI are owned by Mr.
Sumner Redstone, directly or as trustee of various trusts.
Sumner M. Redstone is an individual whose business address is c/o National
Amusements, Inc., 200 Elm Street, Dedham, Massachusetts 02026. Mr. Redstone's
principal occupation is Chairman of the Board, President and Chief Executive
Officer of NAI, 200 Elm Street, Dedham, Massachusetts 20226; and Chairman of the
<PAGE>
Board of Viacom, 1515 Broadway, New York, New York 10036. Mr. Redstone is a
citizen of the United States.
(B) Spelling is a Delaware corporation with its principal office at 5700
Wilshire Boulevard, Los Angeles, California 90036. Spelling is principally
engaged in businesses in the entertainment industry. All of the issued and
outstanding shares of common stock of Spelling are owned by Spelling Group.
Spelling Group is a Florida corporation with its principal office at 5700
Wilshire Boulevard, Los Angeles, California 90036. Spelling Group's operations
encompass a broad range of businesses in the entertainment industry, including
the worldwide distribution and production of television series, mini-series,
movies for television, feature films and interactive entertainment. As of
September 30, 1994, approximately 79.2% (including shares issuable upon the
exercise of currently exercisable warrants) of the issued and outstanding shares
of common stock of Spelling Group were owned by SEGI Holding Corp. ("SEGI").
SEGI is a Delaware corporation with its principal office at One Blockbuster
Plaza, Fort Lauderdale, Florida 33301. SEGI is principally engaged in the
business of holding the stock of various companies. All of the issued and
outstanding shares of common stock of SEGI are owned by Blockbuster Pictures
Holding Corporation ("Blockbuster Pictures").
Blockbuster Pictures is a Delaware corporation with its principal office at
One Blockbuster Plaza, Fort Lauderdale, Florida 33301. Blockbuster Pictures is
principally engaged in the business of holding the stock of various companies.
As a result of the Merger described in Item 3 hereof, all of the issued and
outstanding shares of common stock of Blockbuster Pictures are owned by Viacom.
Viacom is a Delaware corporation with its principal office at 1515
Broadway, New York, New York 10036. Viacom is a diversified entertainment,
publishing and communications company which holds the common stock of Viacom
International Inc., a Delaware corporation engaged in the entertainment and
communications businesses, and Paramount Communications Inc., a Delaware
corporation engaged in the entertainment and publishing business. As of October
31, 1994, NAI owned approximately 61.1% of the issued and outstanding shares of
Class A Common Stock, par value $.01 per share, of Viacom ("Viacom Class A
Common Stock") and approximately 26% of the issued and outstanding shares of
Viacom Class A Common Stock and Class B Common Stock, par value $.01 per share,
of Viacom ("Viacom Class B Common Stock") on a combined basis.
As noted above, 91.7% of the issued and outstanding shares of common stock
of NAI are owned by Mr. Sumner Redstone, directly or as trustee of various
trusts. The residence or business address and present principal occupation or
emplyment of NAI and Mr. Redstone are set forth above.
(C) The directors and executive officers of PVI are set forth on Schedule I
attached hereto. The directors and executive officers of Spelling are set forth
on Schedule II attached hereto. Schedule I and Schedule II set forth the
following information with respect to each such person:
(i) name;
(ii) business address (or residence address where
indicated); and
<PAGE>
(iii) present principal occupation or employment and the
name, principal business and address of any
corporation or other organization in which such
employment is conducted.
All of the directors and executive officers of PVI and Spelling are
citizens of the United States.
During the last five years, none of PVI, Spelling, Mr. Redstone or any
person named in Schedule I or Schedule II attached hereto has been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 of the 13D Statement is hereby amended and supplemented as follows:
(A) The shares of Common Stock previously beneficially owned by VII
(including those issuable upon exercise of Warrant No. 2) were transferred to
PVI on November 19, 1993, along with certain other assets of VII, in exchange
for 9,250 shares of the 7.5% Preferred Stock, par value $.01 per share, of PVI.
(B) On September 29, 1994, BEC was merged with and into Viacom (the
"Merger") pursuant to the Agreement and Plan of Merger, dated as of January 7,
1994, between Viacom and BEC, as amended as of June 15, 1994 (the "Merger
Agreement"). Pursuant to the Merger Agreement, each share of common stock of BEC
(other than shares held by Viacom, BEC and, if appraisal rights are available
under the Delaware General Corporation Law, those holders who have demanded and
perfected appraisal rights) has been cancelled and converted into the right to
receive (i) 0.08 of a share of Viacom Class A Common Stock, (ii) 0.60615 of a
share of Viacom Class B Common Stock and (iii) up to an additional 0.13829 of a
share of Viacom Class B Common Stock, with such number of shares depending on
market prices of Viacom Class B Common Stock during the year following the
effective time of the Merger, evidenced by one variable common right of Viacom.
A copy of the press release issued by Viacom on September 29, 1994, relating to
the consummation of the Merger, is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 of the 13D Statement is hereby amended and supplemented as follows:
(A) Through its ownership of all of the issued and outstanding shares of
common stock of Spelling, Spelling Group may also be considered to be the
beneficial owner of the shares of Common Stock beneficially owned by Spelling.
Through its ownership of approximately 79.2% (including shares issuable
upon the exercise of currently exercisable warrants) of the issued and
outstanding shares of common stock of Spelling Group, SEGI may also be
considered to be the beneficial owner of the shares of Common Stock beneficially
owned by Spelling.
<PAGE>
Through its ownership of all of the issued and outstanding shares of common
stock of SEGI, Blockbuster Pictures may also be considered to be the beneficial
owner of the shares of Common Stock beneficially owned by Spelling.
Through its ownership of all of the issued and outstanding shares of common
stock of Blockbuster Pictures, Viacom may also be considered to be the
beneficial owner of the shares of Common Stock beneficially owned by Spelling.
Through its ownership of approximately 61.1% of the issued and outstanding
shares of Viacom Class A Common Stock and approximately 26% of the issued and
outstanding shares of Viacom Class A and Class B Common Stock on a combined
basis, NAI may also be considered to be the beneficial owner of the shares of
Common Stock beneficially owned by Spelling (in addition to the shares of Common
Stock beneficially owned by PVI).
Through his ownership, directly or as trustee of various trusts, of
approximately 91.7% of the issued and outstanding shares of common stock of NAI,
Mr. Sumner Redstone may also be considered to be the beneficial owner of the
shares of Common Stock beneficially owned by Spelling (in addition to the shares
of Common Stock beneficially owned by PVI).
(B) Through its ownership of all of the issued and outstanding shares of
common stock of PVI, NAI may also be considered to be the beneficial owner of
the shares of Common Stock beneficially owned by PVI (in addition to the shares
of Common Stock beneficially owned by Spelling).
Through his ownership, directly or as trustee of various trusts, of
approximately 91.7% of the issued and outstanding shares of common stock of NAI,
Mr. Sumner Redstone may also be considered to be the beneficial owner of the
shares of Common Stock beneficially owned by PVI (in addition to the shares of
Common Stock beneficially owned by Spelling).
Item 7. Material to Be Filed as Exhibits.
--------------------------------
99.1 Limited Power of Attorney.
99.2 Agreement among Spelling Entertainment Inc., PVI Transmission Inc. and
Sumner M. Redstone pursuant to Rule 13d-1(f)(1)(iii).
<PAGE>
Signature
- ---------
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
December 5, 1994 SPELLING ENTERTAINMENT INC.
By /s/ Thomas W. Hawkins
--------------------------------
Name: Thomas W. Hawkins
Title: Vice President, General
Counsel and Secretary
PVI TRANSMISSION INC.
By: /s/ Mark Rosenthal
------------------------------
Name: Mark Rosenthal
Title: Co- President and
Secretary
*
----------------------------------------
Sumner M. Redstone, Individually
*By /s/ Philippe P. Dauman
------------------------------
Philippe P. Dauman
Attorney-in-Fact
under the Limited Power of
Attorney filed as Exhibit 99.2
hereto
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
99.1 Limited Power of Attorney
99.2 Agreement among Spelling
Entertainment Inc., PVI
Transmission Inc. and Sumner
M. Redstone
<PAGE>
Schedule I
THE FOLLOWING INDIVIDUALS CONSTITUTE
ALL OF THE EXECUTIVE OFFICERS AND DIRECTORS
OF PVI TRANSMISSION INC.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NAME AND ADDRESS OF CORPORATION OR
OTHER ORGANIZATION IN WHICH
NAME BUSINESS OR RESIDENCE ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT EMPLOYED
- ---- ----------------------------- ---------------------------------- ---------------------------------
Jeff Wade PVI Transmission Inc. Co- President of PVI Transmission PVI Transmission Inc.
1633 Broadway Inc.; Co-President and Secretary PVI Sales & Marketing Inc.
New York, NY 10036 of PVI Sales & Marketing Inc.; Showtime Satellite Network Sales &
President and Treasurer of Marketing Inc.
Showtime Satellite Network Sales & 1633 Broadway
Marketing Inc. New York, NY 10036
Mark Rosenthal PVI Transmission Inc. Co-President and Secretary of PVI PVI Transmission Inc.
1515 Broadway Transmission Inc.; Co-President PVI Sales & Marketing Inc.
New York, NY 10036 and Treasurer of PVI Sales & 1515 Broadway
Marketing Inc. New York, NY l0036
Richard Keatinge PVI Transmission Inc. Co-President and Treasurer of PVI PVI Transmission Inc.
1633 Broadway Transmission Inc. 1633 Broadway
New York, NY 10036 New York, NY l0036
</TABLE>
<PAGE>
Schedule II
THE FOLLOWING INDIVIDUALS CONSTITUTE
ALL OF THE EXECUTIVE OFFICERS AND DIRECTORS
OF SPELLING ENTERTAINMENT INC.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PRINCIPAL OCCUPATION OR NAME AND ADDRESS OF CORPORATION OR
NAME BUSINESS OR RESIDENCE ADDRESS OR EMPLOYMENT OTHER ORGANIZATION IN WHICH EMPLOYED
- ---- ----------------------------- ----------------------- ----------------------------------
*Steven R. Berrard Blockbuster Entertainment Group Chief Executive Officer Blockbuster Entertainment Group
One Blockbuster Plaza and Chief Operating One Blockbuster Plaza
Ft. Lauderdale, FL 33301-1860 Officer, Blockbuster Ft. Lauderdale, FL 33301-1860
Entertainment Group
*Peter H. Bachmann Spelling Entertainment Group Inc. Executive Vice President Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 and Chief Business and 5700 Wilshire Boulevard
Los Angeles, CA 90036 Legal Affairs Officer of Suite 575
Spelling Entertainment Los Angeles, CA 90036
Group Inc.
*Thomas P. Carson
Spelling Entertainment Group Inc. Executive Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Vice-Presidentand Chief 5700 Wilshire Boulevard
Los Angeles, CA 90036 Financial Officer of Suite 575
Spelling Entertainment Los Angeles, CA 90036
Group Inc.
J. Ronald Castell Blockbuster Entertainment Group Executive Vice President Blockbuster Entertainment Group
One Blockbuster Plaza of Blockbuster One Blockbuster Plaza
Ft. Lauderdale, FL 33301-1860 Entertainment Group Ft. Lauderdale, FL 33301-1860
Albert J. Detz Blockbuster Entertainment Group Senior Vice President of Blockbuster Entertainment Group
One Blockbuster Plaza Blockbuster Entertainment One Blockbuster Plaza
Ft. Lauderdale, FL 33301-1860 Group Ft. Lauderdale, FL 33301-1860
Thomas W. Hawkins Blockbuster Entertainment Group Vice President, General Blockbuster Entertainment Group
One Blockbuster Plaza Counsel and Secretary of One Blockbuster Plaza
Ft. Lauderdale, FL 33301-1860 Blockbuster Entertainment Ft. Lauderdale, FL 33301-1860
Group
- --------------------
*also a director
</TABLE>
<PAGE>
Schedule II (Continued)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PRINCIPAL OCCUPATION OR NAME AND ADDRESS OF CORPORATION OR
NAME BUSINESS OR RESIDENCE ADDRESS OR EMPLOYMENT OTHER ORGANIZATION IN WHICH EMPLOYED
- ---- ----------------------------- ----------------------- ----------------------------------
Kathleen Coughlan Spelling Entertainment Group Inc. Senior Vice President and Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Corporate Controller of 5700 Wilshire Boulevard
Los Angeles, CA 90036 Spelling Entertainment Suite. 575
Group Inc. Los Angeles, CA 90036
Mitch Horwits Spelling Entertainment Group Inc. Senior Vice President of Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Spelling Entertainment 5700 Wilshire Boulevard
Los Angeles, CA 90036 Group Inc. Suite. 575
Los Angeles, CA 90036
John Sanders Spelling Entertainment Group Inc. Senior Vice President of Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Spelling Entertainment 5700 Wilshire Boulevard
Los Angeles, CA 90036 Group Inc. Suite. 575
Los Angeles, CA 90036
David J. Bloomfield Spelling Entertainment Group Inc. Vice President and Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Assistant Secretary of 5700 Wilshire Boulevard
Los Angeles, CA 90036 Spelling Entertainment Suite. 575
Group Inc. Los Angeles, CA 90036
Ross Landsbaum Spelling Entertainment Group Inc. Vice President of Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Spelling Entertainment 5700 Wilshire Boulevard
Los Angeles, CA 90036 Group Inc. Suite. 575
Los Angeles, CA 90036
Keith Nicol Spelling Entertainment Group Inc. Vice President of Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Spelling Entertainment 5700 Wilshire Boulevard
Los Angeles, CA 90036 Group Inc. Suite. 575
Los Angeles, CA 90036
Ed Melocoton Spelling Entertainment Group Inc. Vice President of Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Spelling Entertainment 5700 Wilshire Boulevard
Los Angeles, CA 90036 Group Inc. Suite. 575
Los Angeles, CA 90036
Sherel Wingard Spelling Entertainment Group Inc. Vice President of Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Spelling Entertainment 5700 Wilshire Boulevard
Los Angeles, CA 90036 Group Inc. Suite. 575
Los Angeles, CA 90036
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
99.1 Limited Power of Attorney
99.2 Agreement among Spelling
Entertainment Inc., PVI
Transmission Inc. and Sumner
M. Redstone
Exhibit 99.1
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Philippe P. Dauman his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all Statements on Schedule 13D filed under the Securities Exchange Act of
1934, as amended, and any and all amendments to such Statements on Schedule 13D,
with respect to the Common Stock, no par value, of StarSight Telecast, Inc., a
California corporation, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, 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 in and about the premises, as he might or could in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of the 22nd day of November, 1994.
/s/ Sumner M. Redstone
------------------------------
Sumner M. Redstone
Exhibit 99.2
Pursuant to Rule 13d-1(f)(1)(iii) of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, each
of the undersigned agrees that the statement to which this Exhibit is attached
is filed on its behalf.
December 5, 1994 SPELLING ENTERTAINMENT INC.
By: /s/ Thomas W. Hawkins
-------------------------------
Name: Thomas W. Hawkins
Title: Vice President, General Counsel
and Secretary
PVI TRANSMISSION INC.
By: /s/ Mark Rosenthal
------------------------------
Name: Mark Rosenthal
Title: Co-President and Secretary
*
-----------------------------------
Sumner M. Redstone, Individually
*By /s/ Philippe P. Dauman
---------------------------
Philippe P. Dauman
Attorney-in-Fact
under the Limited Power of
Attorney filed as Exhibit 99.2
to the Statement
