View:
As filed with the Securities and Exchange Commission (via EDGAR) on May 5, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIACOM INC.
(Exact name of registrant as specified in its charter)
--------------
Delaware 4841 04-2949533
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
1515 Broadway
New York, New York 10036
(212) 258-6000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Viacom Inc. 1994 Long-Term Management Incentive Plan
Viacom Inc. Stock Option Plan for Outside Directors
Viacom Inc. 1994 Stock Option Plan for Outside Directors
(Full Name of Plans)
Philippe P. Dauman, Esq.
Executive Vice President, General Counsel,
Chief Administrative Officer and Secretary
Viacom Inc.
1515 Broadway
New York, New York 10036
(212) 258-6000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Aggregate Amount of
Title of Class Offering Price Offering Registration
of Securities Amount to Per Unit Price Fee (2)
To Be Registered be Registered
- ------------------------------------------------------------------------------
Class B Common
Stock 10,300,000 (1) $435,973,682 $150,336
(1) Of the 10,300,000 shares being registered hereby, 4,019,223 of such shares
are subject to currently outstanding stock options with exercise prices
ranging from $34.75 to $52.125 per share and the remaining 6,280,777 will,
if options in respect of such shares are granted, have an exercise price
per share which will generally be the fair market value of such shares at
the time of grant.
(2) The registration fee of $150,336 has been calculated based on (a) the stock
option price per share for the 4,019,223 shares of Class B Common Stock
which may be acquired upon exercise of outstanding stock options, and (b)
the average of the high and low prices on May 1, 1995 as reported on the
American Stock Exchange Composite tape for the balance of the shares of
Class B Common Stock being registered.
PART II
Information Required in the Registration Statement
Item 3. Information Incorporated by Reference
-------------------------------------
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by Viacom Inc. (File No. 1-9553) pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
1. Viacom Inc.'s Annual Report on Form 10-K for the year ended December
31, 1994;
2. All other reports filed by Viacom Inc. with the Commission since
December 31, 1994, pursuant to Section 13(a) or 15(d) of the Exchange
Act; and
3. The description of the Class B Common Stock contained in the
registration statements filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents and reports filed by Viacom Inc. pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the dates
of filing of such documents or reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Philippe P. Dauman, Esq., Executive Vice President, Chief Administrative
Officer, General Counsel, Secretary and a director of Viacom Inc. has rendered
an opinion stating that under applicable state law the shares of Class B Common
Stock to which the Registration Statement relates will be, when issued, validly
issued, fully paid and nonassessable. As of April 3, 1995, Mr. Dauman held 1,064
shares of Class A Common Stock and 8,365 shares of Class B Common Stock and
options to acquire 320,000 shares of Class B Common Stock.
Item 6. Indemnification of Officers and Directors.
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is, or is threatened to
be made, a party to any threatened, pending or complete action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify such person against expenses
(including attorneys' fees) in actions brought by or in the right of the
corporation to procure a judgment in its favor under the same conditions, except
that no indemnification is permitted in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the Court of Chancery or
other such court shall deem proper. To the extent such person has been
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 145 also provides that a corporation may maintain insurance against
liabilities for which indemnification is not expressly provided by the statute.
Article VI of the Restated Certificate of Incorporation of Viacom Inc.
provides for indemnification of the directors, officers, employees and agents of
Viacom Inc. to the full extent currently permitted by the DGCL.
In addition, Viacom Inc.'s Restated Certificate of Incorporation, as
permitted by Section 102(b) of the DGCL, limits directors' liability to Viacom
Inc. and its stockholders by eliminating liability in damages for breach of
fiduciary duty. Article VII of Viacom Inc.'s Restated Certificate of
Incorporation provides that neither Viacom Inc. nor its stockholders may recover
damages from Viacom Inc.'s directors for breach of their fiduciary duties in the
performance of their duties as directors of Viacom Inc. This provision does not,
however, have the effect of indemnifying any director of Viacom Inc. 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 repurchases or redemptions as provided in Section 174 of the DGCL or (iv)
for any transactions for which the director derived an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
4.1 Viacom Inc. 1994 Long-Term Management Incentive Plan (as amended and
restated through April 27, 1995) (incorporated by reference to Exhibit
A-1 to the Definitive Proxy Statement of Viacom Inc. dated April 28,
1995 (File No. 1-9553))
4.2 Viacom Inc. Stock Option Plan for Outside Directors (incorporated by
reference to Exhibit C to the Joint Proxy Statement/Prospectus of
Viacom Inc. dated June 6, 1994 (Registration No. 33-53977))
4.3 Viacom Inc. 1994 Stock Option Plan for Outside Directors (incorporated
by reference to Exhibit B to the Definitive Proxy Statement of Viacom
Inc. dated April 28, 1995 (File No. 1-9553))
4.4 Restated Certificate of Incorporation of Viacom Inc. as filed with the
Secretary of State of the State of Delaware on May 21, 1992
(incorporated by reference to Exhibit 3(a) to the Annual Report on
Form 10-K of Viacom Inc. for the fiscal year ended December 31, 1992,
as amended by Form 10-K/A Amendment No. 1 dated November 29, 1993 and
as further amended by Form 10-K/A Amendment No. 2 dated December 9,
1993 (File No. 1-9553))
4.5 Form of Amendment to Restated Certificate of Incorporation of Viacom
Inc. (incorporated by reference to Annex VII to the Joint Proxy
Statement/Prospectus of Viacom Inc. dated June 6, 1994 (Registration
No. 33-53977))
4.6 By-laws of Viacom Inc. (incorporated by reference to Exhibit 3.3 to
the Registration Statement on Form S-4 filed by Viacom Inc.
(Registration No. 33-13812))
5 Opinion of Philippe P. Dauman, Esq. as to the legality of the
securities being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Philippe P. Dauman, Esq. (contained in Exhibit 5)
24 Powers of Attorney
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"); (ii) to reflect in the Prospectus any facts or
events after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that clauses (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus to each employee to whom the Prospectus is sent or
given a copy of the Registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report,
in which case the Registrant shall state in the Prospectus that it will promptly
furnish, without charge, a copy of such report on written request of the
employee. If the last fiscal year of the Registrant has ended within 120 days
prior to the use of the Prospectus, the annual report of the Registrant for the
preceding fiscal year may be so delivered, but within such 120 day period the
annual report for the last fiscal year will be furnished to each such employee.
(d) The undersigned Registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the plans who do not otherwise
receive such material as stockholders of the Registrant, at the time and in the
manner such material is sent to its stockholders copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of New York, State of New
York, on May 5, 1995.
VIACOM INC.
(Registrant)
By: /s/ PHILIPPE P. DAUMAN
--------------------------------
Name: Philippe P. Dauman
Title: Executive Vice President,
General Counsel, Chief
Administrative Officer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on May 5, 1995
in the capacities shown:
Signature Title
--------- -----
* Director
- -------------------------------
George S. Abrams
* Director
- -------------------------------
Steven R. Berrard
/s/ FRANK J. BIONDI, JR. Director, President, Chief
- ------------------------------- Executive Officer
Frank J. Biondi, Jr. (Principal Executive Officer)
/s/ PHILIPPE P. DAUMAN Director
- -------------------------------
Philippe P. Dauman
* Director
- ------------------------------
William C. Ferguson
* Director
- ------------------------------
H. Wayne Huizenga
* Director
- -----------------------------
George D. Johnson, Jr.
* Director
- -----------------------------
Ken Miller
* Director
- -----------------------------
Brent D. Redstone
* Director
- -----------------------------
Shari Redstone
* Director
- -----------------------------
Sumner M. Redstone
* Director
- -----------------------------
Frederic V. Salerno
* Director
- -----------------------------
William Schwartz
/s/ GEORGE S. SMITH, JR. Senior Vice President,
- ----------------------------- Chief Financial Officer
George S. Smith, Jr. (Principal Financial Officer)
*
/s/ SUSAN C. GORDON Vice President, Controller,
- ------------------------------ Chief Accounting Officer
Susan C. Gordon (Principal Accounting Officer)
*By: /s/ PHILIPPE P. DAUMAN May 5, 1995
--------------------------
Philippe P. Dauman
Attorney-in-Fact under Powers
of Attorney filed as Exhibit 24
to this Registration Statement
Exhibit Index
Exhibit No. Description Page
4.1 Viacom Inc. 1994 Long-Term Management Incentive Plan (as amended and
restated as of April 27, 1995) (incorporated by reference to Exhibit
A-1 to the Definitive Proxy Statement of Viacom Inc. dated April 28,
1995 (File No. 1-9553))
4.2 Viacom Inc. Stock Option Plan for Outside Directors (incorporated by
reference to Exhibit C to the Joint Proxy Statement/Prospectus of
Viacom Inc. dated June 6, 1994 (Registration No. 33-53977))
4.3 Viacom Inc. 1994 Stock Option Plan for Outside Directors (incorporated
by reference to Exhibit B to the Defintive Proxy Statement of Viacom
Inc. dated April 28, 1995 (File No. 1-9553))
4.4 Restated Certificate of Incorporation of Viacom Inc. as filed with the
Secretary of State of the State of Delaware on May 21, 1992
(incorporated by reference to Exhibit 3(a) to the Annual Report on
Form 10-K of Viacom Inc. for the fiscal year ended December 31, 1992,
as amended by Form 10-K/A Amendment No. 1 dated November 29, 1993 and
as further amended by Form 10-K/A Amendment No. 2 dated December 9,
1993 (File No. 1-9553))
4.5 Form of Amendment to Restated Certificate of Incorporation of Viacom
Inc. (incorporated by reference to Annex VII to the Joint Proxy
Statement/Prospectus of Viacom Inc. dated June 6, 1994
(Registration No. 33-53977))
4.6 By-laws of Viacom Inc. (incorporated by reference to Exhibit 3.3 to
the Registration Statement on Form S-4 filed by Viacom Inc.
(Registration No. 33-13812))
5 Opinion of Philippe P. Dauman, Esq. as to the legality of the
securities being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Philippe P. Dauman, Esq. (contained in Exhibit 5)
24 Powers of Attorney
EXHIBIT 5
May 5, 1995
Viacom Inc.
1515 Broadway
New York, New York 10036
Dear Sirs:
This opinion is delivered in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of Viacom Inc. ("Viacom") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), with respect to 10,300,000 shares of Viacom's Class B Common Stock,
par value $0.01 per share (the "Securities"), to be issued in accordance with
the provisions of the Viacom Inc. 1994 Long-Term Management Incentive Plan (as
amended and restated as of April 27, 1995), the Viacom Inc. Stock Option Plan
for Outside Directors and the Viacom Inc. 1994 Stock Option Plan for Outside
Directors (collectively, the "Plans").
In this connection, and as the basis for the opinion expressed below, I
have examined and relied on originals or copies, certified or otherwise
identified to my satisfaction of such documents, corporate records and other
instruments, and have made such examinations of law and fact as I have deemed
necessary or appropriate for the purpose of giving the opinion expressed below.
I am a member of the bar of the State of New York and the opinion set forth
below is limited to matters controlled by the laws of New York, the General
Corporation Law of the State of Delaware and the Federal laws of the United
States of America.
Based upon the foregoing, it is my opinion that when (i) the applicable
provisions of the Act and of such "Blue Sky" or other state securities laws as
may be applicable shall have been complied with, and (ii) the Securities shall
have been issued and delivered in accordance with the terms of the Plans and
paid for in full, the Securities will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Philippe P. Dauman
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Viacom Inc. of our reports dated February 10, 1995,
appearing on pages II-15 and F-2 of the Viacom Inc. Annual Report on Form 10-K
for the year ended December 31, 1994 and 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, included
in the Viacom Inc. Current Report (Form 8-K) filed with the Securities and
Exchange Commission on April 14, 1995.
PRICE WATERHOUSE LLP
New York, New York
May 2, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in this Registration Statement
(Form S-8) of Viacom Inc. for the registration of 10,300,000 shares of Class B
Common Stock of our report 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 of Paramount Communications Inc. included in the Viacom
Inc. Current Report (Form 8-K) filed with the Securities and Exchange Commission
on April 14, 1995.
ERNST & YOUNG LLP
New York, New York
May 2, 1995
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement, on Form S-8 of Viacom
Inc., of our report dated March 23, 1994, on Blockbuster Entertainment
Corporation's 1993, 1992 and 1991 financial statements, included in Viacom
Inc.'s Form 8-K dated April 13, 1995.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
May 2, 1995
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 10,000,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Long-Term Management Incentive Plan, 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 23rd day of March,
1995.
/s/ GEORGE S. ABRAMS
---------------------------
George S. Abrams
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 200,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Stock Option Plan for Outside Directors and the
100,000 shares of the Company's Class B Common Stock to be issued pursuant to
the Company's [1993] Stock Option Plan for Outside Directors, 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 23rd day of March,
1995.
/s/ GEORGE S. ABRAMS
---------------------------
George S. Abrams
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 10,000,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Long-Term Management Incentive Plan, 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 23rd day of March,
1995.
/s/ STEVEN R. BERRARD
---------------------------
Steven R. Berrard
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 200,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Stock Option Plan for Outside Directors and the
100,000 shares of the Company's Class B Common Stock to be issued pursuant to
the Company's [1993] Stock Option Plan for Outside Directors, 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 23rd day of March,
1995.
/s/ STEVEN R. BERRARD
---------------------------
Steven R. Berrard
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 10,000,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Long-Term Management Incentive Plan, 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 23rd day of March,
1995.
/s/ WILLIAM C. FERGUSON
----------------------------
William C. Ferguson
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 200,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Stock Option Plan for Outside Directors and the
100,000 shares of the Company's Class B Common Stock to be issued pursuant to
the Company's [1993] Stock Option Plan for Outside Directors, 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 23rd day of March,
1995.
/s/ WILLIAM C. FERGUSON
-------------------------------
William C. Ferguson
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 10,000,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Long-Term Management Incentive Plan, 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 23rd day of March,
1995.
/s/ H. WAYNE HUIZENGA
--------------------------
H. Wayne Huizenga
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 200,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Stock Option Plan for Outside Directors and the
100,000 shares of the Company's Class B Common Stock to be issued pursuant to
the Company's [1993] Stock Option Plan for Outside Directors, 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 23rd day of March,
1995.
/s/ H. WAYNE HUIZENGA
--------------------------------
H. Wayne Huizenga
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 10,000,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Long-Term Management Incentive Plan, 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 23rd day of March,
1995.
/s/ GEORGE D. JOHNSON, JR.
-----------------------------
George D. Johnson, Jr.
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 200,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Stock Option Plan for Outside Directors and the
100,000 shares of the Company's Class B Common Stock to be issued pursuant to
the Company's [1993] Stock Option Plan for Outside Directors, 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 23rd day of March,
1995.
/s/ GEORGE D. JOHNSON, JR.
-----------------------------
George D. Johnson, Jr.
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 10,000,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Long-Term Management Incentive Plan, 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 23rd day of March,
1995.
/s/ KEN MILLER
--------------------------
Ken Miller
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 200,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Stock Option Plan for Outside Directors and the
100,000 shares of the Company's Class B Common Stock to be issued pursuant to
the Company's [1993] Stock Option Plan for Outside Directors, 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 23rd day of March,
1995.
/s/ KEN MILLER
-----------------------
Ken Miller
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 10,000,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Long-Term Management Incentive Plan, 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 23rd day of March,
1995.
/s/ BRENT D. REDSTONE
----------------------------
Brent D. Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 200,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Stock Option Plan for Outside Directors and the
100,000 shares of the Company's Class B Common Stock to be issued pursuant to
the Company's [1993] Stock Option Plan for Outside Directors, 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 23rd day of March,
1995.
/s/ BRENT D. REDSTONE
-------------------------
Brent D. Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 10,000,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Long-Term Management Incentive Plan, 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 23rd day of March,
1995.
/s/ SHARI REDSTONE
-------------------------
Shari Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 200,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Stock Option Plan for Outside Directors and the
100,000 shares of the Company's Class B Common Stock to be issued pursuant to
the Company's [1993] Stock Option Plan for Outside Directors, 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 23rd day of March,
1995.
/s/ SHARI REDSTONE
--------------------------
Shari Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 10,000,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Long-Term Management Incentive Plan, 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 23rd day of March,
1995.
/s/ SUMNER M. REDSTONE
---------------------------
Sumner M. Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 200,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Stock Option Plan for Outside Directors and the
100,000 shares of the Company's Class B Common Stock to be issued pursuant to
the Company's [1993] Stock Option Plan for Outside Directors, 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 23rd day of March,
1995.
/s/ SUMNER M. REDSTONE
----------------------------
Sumner M. Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 10,000,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Long-Term Management Incentive Plan, 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 23rd day of March,
1995.
/s/ FREDERIC V. SALERNO
---------------------------
Frederic V. Salerno
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 200,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Stock Option Plan for Outside Directors and the
100,000 shares of the Company's Class B Common Stock to be issued pursuant to
the Company's [1993] Stock Option Plan for Outside Directors, 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 23rd day of March,
1995.
/s/ FREDERIC V. SALERNO
---------------------------
Frederic V. Salerno
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 10,000,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Long-Term Management Incentive Plan, 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 23rd day of March,
1995.
/s/ WILLIAM SCHWARTZ
-------------------------
William Schwartz
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering 200,000 shares of the Company's Class B Common Stock to be issued
pursuant to the Company's 1994 Stock Option Plan for Outside Directors and the
100,000 shares of the Company's Class B Common Stock to be issued pursuant to
the Company's [1993] Stock Option Plan for Outside Directors, 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 23rd day of March,
1995.
/s/ WILLIAM SCHWARTZ
-----------------------------
William Schwartz