View:
As filed with the Securities and Exchange Commission
(via EDGAR) on August 21, 1997
Registration No. 33-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIACOM INC.
(Exact name of registrant as specified in its charter)
--------------
Delaware 04-2949533
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1515 Broadway
New York, New York 10036
(212) 258-6000
(Address, including zip code, of principal executive offices)
Viacom Inc. 1997 Long-Term Management Incentive Plan
(Full title of the plan)
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)
Calculation of Registration Fee
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Class Amount Maximum Aggregate Amount of
of Securities to be Offering Offering Registration
to be Registered Registered Price Per Unit Price Fee (1)
- --------------------------------------------------------------------------------
Class B
Common Stock 20,000,000 (2) $604,924,825 $183,311
(1) The registration fee of $183,311 has been calculated based on (a) the
$30.50 exercise price per share for the 8,399,600 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 August 19,
1997 as reported on the American Stock Exchange Composite tape for the
balance of the shares of Class B Common Stock being registered.
(2) Of the 20,000,000 shares being registered hereby, 8,399,600 of such
shares are subject to currently outstanding stock options with an
exercise price of $30.50 per share and the remaining 11,600,400 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.
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, 1996;
2. All other reports filed by Viacom Inc. with the Commission since
December 31, 1996, 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.
--------------------------------------
Michael D. Fricklas, Esq., Senior Vice President, Deputy General
Counsel and Assistant Secretary 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. Mr. Fricklas held 36 shares or share equivalents of Class A
Common Stock and 780 shares or share equivalents of Class B Common Stock through
Viacom Inc.'s 401(k) and Excess 401(k) Plans as of December 31, 1996 and options
to acquire 111,000 shares of Class B Common Stock as of August 1, 1997.
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 completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify such 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 for 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. 1997 Long-Term Management Incentive Plan
(incorporated by reference to Exhibit A to the Definitive Proxy
Statement of Viacom Inc. dated April 17, 1997 (File No. 1-9553))
4.2 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))
4.3 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))
4.4 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 Michael D. Fricklas, Esq. as to the legality of the
securities being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Michael D. Fricklas, 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 certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and 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 August 21, 1997.
VIACOM INC.
(Registrant)
By: /s/ PHILIPPE P. DAUMAN
----------------------------------
Name: Philippe P. Dauman
Title: Deputy Chairman,
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 August 21,
1997 in the capacities shown:
Signature Title
--------- -----
* Director
- ------------------------
George S. Abrams
/s/ PHILIPPE P. DAUMAN Director
- ------------------------
Philippe P. Dauman
/s/ THOMAS E. DOOLEY Director
- ------------------------
Thomas E. Dooley
* Director
- ------------------------
Ken Miller
* Director
- ------------------------
Brent D. Redstone
* Director
- ------------------------
Shari Redstone
/s/ SUMNER M. REDSTONE Director, Chairman of the
- ------------------------ Board, Chief Executive Officer
Sumner M. Redstone (Principal Executive Officer)
* Director
- ------------------------
Frederic V. Salerno
* Director
- ------------------------
William Schwartz
* Director
- ------------------------
Ivan Seidenberg
/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 August 21, 1997
----------------------
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. 1997 Long-Term Management Incentive Plan
(as amended and restated as of April 27, 1995)
(incorporated by reference to Exhibit A to the
Definitive Proxy Statement of Viacom Inc. dated April
17, 1997 (File No. 1-9553))
4.2 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))
4.3 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))
4.4 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 Michael D. Fricklas, Esq. as to the legality
of the securities being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Michael D. Fricklas, Esq. (contained in
Exhibit 5)
24 Powers of Attorney
EXHIBIT 5
August 21, 1997
Viacom Inc.
1515 Broadway
New York, New York 10036
Dear Sirs:
I am the Senior Vice President, Deputy General Counsel of Viacom Inc.
("Viacom"). I am delivering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Viacom filed with the
Securities and Exchange Commission under the Securities act of 1933, as amended
(the "Act"), with respect to 20,000,000 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. 1997 Long-Term Management Incentive Plan (the
"Plan").
In connection with the opinion expressed below, I or members of my legal staff
(my "Staff") have examined the Registration Statement, the Plan, and the
originals, or copies certified to my or my Staff's satisfaction, of such
corporate records of Viacom, certificates of public officials and certificates
of officers of Viacom as I or my Staff have deemed necessary as a basis for such
opinion. As to questions of fact material to the opinion expressed below, I or
my Staff have, when relevant facts were not independently established by me or
them, relied upon certificates of officers of Viacom or other evidence
satisfactory to me or my Staff. In all such examinations, I or my Staff have
assumed the genuineness of all signatures on original and certified documents,
the authenticity of all documents submitted to me or my Staff as original
documents and the conformity to original or certified documents submitted to me
or my Staff as copies.
I am a member of the bar of the State of New York and the opinion expressed
herein is limited to matters controlled by the General Corporation Law of the
State of Delaware.
Based upon the foregoing, it is my opinion that the Securities have been duly
authorized and when (i) issued and delivered in accordance with the terms of the
Plan and (ii) paid for in full in accordance with the Plan, the Securities will
be validly 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/ Michael D. Fricklas
-------------------------
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 14, 1997, except as to the
second and first paragraphs of Note 3 which are as of February 16, 1997 and
February 19, 1997, respectively, included in Item 8 of the Viacom Inc. Annual
Report on Form 10-K for the year ended December 31, 1996.
PRICE WATERHOUSE LLP
New York, New York
August 20, 1997
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC., (the "Company"), hereby constitutes and appoints Philippe P. Dauman and
Michael D. Fricklas, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 20,000,000 shares of the Company's Class B Common
Stock to be issued pursuant to the Company's 1997 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
or she 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 29th day of May,
1997.
/s/ GEORGE S. ABRAMS
----------------------
George S. Abrams
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC., (the "Company"), hereby constitutes and appoints Philippe P. Dauman and
Michael D. Fricklas, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 20,000,000 shares of the Company's Class B Common
Stock to be issued pursuant to the Company's 1997 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
or she 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 29th day of May,
1997.
/s/ KEN MILLER
----------------
Ken Miller
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC., (the "Company"), hereby constitutes and appoints Philippe P. Dauman and
Michael D. Fricklas, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 20,000,000 shares of the Company's Class B Common
Stock to be issued pursuant to the Company's 1997 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
or she 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 29th day of May,
1997.
/s/ BRENT D. REDSTONE
------------------------
Brent D. Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC., (the "Company"), hereby constitutes and appoints Philippe P. Dauman and
Michael D. Fricklas, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 20,000,000 shares of the Company's Class B Common
Stock to be issued pursuant to the Company's 1997 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
or she 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 29th day of May,
1997.
/s/ SHARI REDSTONE
---------------------
Shari Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC., (the "Company"), hereby constitutes and appoints Philippe P. Dauman and
Michael D. Fricklas, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 20,000,000 shares of the Company's Class B Common
Stock to be issued pursuant to the Company's 1997 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
or she 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 29th day of May,
1997.
/s/ FREDERIC V. SALERNO
--------------------------
Frederic V. Salerno
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC., (the "Company"), hereby constitutes and appoints Philippe P. Dauman and
Michael D. Fricklas, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 20,000,000 shares of the Company's Class B Common
Stock to be issued pursuant to the Company's 1997 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
or she 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 29th day of May,
1997.
/s/ WILLIAM SCHWARTZ
---------------------
William Schwartz
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC., (the "Company"), hereby constitutes and appoints Philippe P. Dauman and
Michael D. Fricklas, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 20,000,000 shares of the Company's Class B Common
Stock to be issued pursuant to the Company's 1997 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
or she 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 29th day of May,
1997.
/s/ IVAN SEIDENBERG
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Ivan Seidenberg