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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (VIA EDGAR) ON SEPTEMBER
30, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VIACOM INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 04-2949533
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 ELM STREET
DEDHAM, MASSACHUSETTS 02026
(617) 461-1600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PHILIPPE P. DAUMAN, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL,
CHIEF ADMINISTRATIVE OFFICER AND SECRETARY
VIACOM INTERNATIONAL INC.
1515 BROADWAY
NEW YORK, NEW YORK 10036
(212) 258-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
STEPHEN T. GIOVE, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND
OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX X
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CALCULATION OF REGISTRATION FEE
Exhibit 4.3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:50 AM 09/29/1994
CERTIFICATE OF MERGER
MERGING
BLOCKBUSTER ENTERTAINMENT CORPORATION
WITH AND INTO
VIACOM INC.
PURSUANT TO SECTION 251 OF THE
DELAWARE GENERAL CORPORATION LAW
The undersigned, being the Executive Vice President,
General Counsel and Chief Administrative Officer of Viacom
Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware
("Viacom"), DOES HEREBY CERTIFY AS FOLLOWS:
FIRST: That the name and the state of incorporation of
each of the constituent corporations in the merger is as
follows:
Name State of Incorporation
---- ----------------------
Blockbuster Entertainment Corporation . . Delaware
Viacom Inc. . . . . . . . . . . . . . . . Delaware
SECOND: That an Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994 (the "Merger
Agreement"), between Blockbuster Entertainment Corporation
("Blockbuster") and Viacom has been approved, adopted,
certified, executed and acknowledged by each of the
constituent corporations in accordance with Section 251 of the
General Corporation Law of the State of Delaware.
THIRD: That Viacom shall be the surviving corporation
(the "Surviving Corporation").
FOURTH: The certificate of incorporation of Viacom will
be the certificate of incorporation of the Surviving
Corporation.
FIFTH: That an executed copy of the Merger Agreement is
on file at the principal place of business of the Surviving
Corporation at the following address:
200 Elm Street
Dedham, Massachusetts 02026
SIXTH: That a copy of the Merger Agreement will be
furnished by the Surviving Corporation, on request, and
without cost, to any stockholder of any constituent
corporation.
IN WITNESS WHEREOF, Viacom has caused this Certificate of
Merger to be signed by Philippe P. Dauman, its Executive Vice
President, General Counsel and Chief Administrative Officer,
and attested by Lawrence Rubin, its Assistant Secretary, this
29th day of September, 1994.
VIACOM INC.
/s/ Phillipe P. Dauman
By: . . . . . . . . . . . . . . . . . .
Title: Executive Vice President,
General Counsel and
Chief Administrative Officer
ATTEST:
/s/ Lawrence Rubin
. . . . . . . . . . . . . . . . . .
Assistant Secretary
EXHIBIT 5
[Shearman & Sterling Letterhead]
October 5, 1994
Viacom Inc.
200 Elm Street
Dedham, Massachusetts 02026
Dear Sirs:
We have acted as counsel for Viacom Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") of the Company filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration under the Securities Act of the following
securities of the Company, including certain shares of the Company's Class A
Common Stock, par value $.01 per share ("Class A Common Stock") and Class B
Common Stock, par value $.01 per share ("Class B Common Stock") and the
Company's variable common rights ("VCRs"), which will be offered by the Company
or certain holders of such securities (the "Selling Stockholders"):
1. Securities of the Company offered by the Selling Stockholders who
received or shall receive such securities (i) as merger consideration
in connection with the merger of Blockbuster Entertainment Corporation
("Blockbuster") with and into the Company (the "Blockbuster Merger")
on September 29, 1994, (ii) upon exercise of Blockbuster Warrants
(as defined below), the obligations under which were assumed by the
Company in connection with the Blockbuster Merger or (iii) upon
exercise of Stock Options (as defined below) assumed by the Company
in connection with the Blockbuster Merger:
(a) an aggregate of 1,298,583 shares of Class A Common Stock (the
"Selling Stockholder Class A Common Stock"), including 1,130,803
shares received or to be received by the Selling Stockholders as
merger consideration in the Blockbuster Merger and 167,780 shares
to be received by certain Selling Stockholders upon exercise,
if any, of Blockbuster Warrants, all offered pursuant to the
Registration Statement by the Selling Stockholders;
(b) an aggregate of 23,079,512 shares of Class B Common Stock (the
"Selling Stockholder Class B Common Stock"), including 17,520,924
shares received or to be received by the Selling Stockholders as
Viacom Inc. 2 October 5, 1994
merger consideration in the Blockbuster Merger, 1,271,252 shares
to be received by certain Selling Stockholders upon exercise, if
any, of Blockbuster Warrants, 3,997,307 shares to be received by
the Selling Stockholders, under certain circumstances, pursuant
to the VCRs received or to be received by the Selling
Stockholders as merger consideration in the Blockbuster Merger
and 290,029 shares to be received by the Selling Stockholders,
under certain circumstances, pursuant to the VCRs to be received
by certain Selling Stockholders upon exercise, if any, of
Blockbuster Warrants, all offered pursuant to the Registration
Statement by the Selling Stockholders; and
(c) an aggregate of 33,559,127 VCRs (the "Selling Stockholder VCRs"),
including 28,905,264 VCRs received or to be received by the
Selling Stockholders as merger consideration in the Blockbuster
Merger, 2,097,258 VCRs to be received by certain Selling
Stockholders upon exercise, if any, of Blockbuster Warrants
and 2,556,605 VCRs to be received by certain Selling Stockholders
upon exercise, if any, of stock options (the "Stock Options") for
shares of common stock, par value $.10 per share, of Blockbuster
("Blockbuster Common Stock") that were outstanding on September
29, 1994 under Blockbuster's 1994 Stock Option Plans and 1991
Employee Director and Non-Employee Director Stock Option Plans
(collectively, the "Plans") which were assumed by the Company in
connection with the Blockbuster Merger, all offered pursuant to
the Registration Statement by the Selling Stockholders.
2. Securities of the Company issuable upon the exercise, if any, of
certain warrants (the "Blockbuster Warrants") formerly exercisable
into shares of Blockbuster Common Stock, which obligations under such
Blockbuster Warrants were assumed by the Company in connection with
the Blockbuster Merger:
(a) 379,780 shares of Class A Common Stock (the "Blockbuster Warrant
Class A Common Stock") to be offered by the Company;
(b) 2,877,550 shares of Class B Common Stock (the "Blockbuster
Warrant Class B Common Stock") to be offered by the Company; and
(c) 4,747,258 VCRs (the "Blockbuster Warrant VCRs") to be offered by
the Company.
Viacom Inc. 3 October 5, 1994
3. 38,918,325 shares of Class B Common Stock (the "Underlying Class B
Common Stock") issuable, under certain circumstances, pursuant to
(i) the VCRs registered by the Company on its Registration Statement
on Form S-4 (Registration No. 33-55271) in connection with the
Blockbuster Merger and (ii) the Blockbuster Warrant VCRs, to be
offered by the Company.
4. 48,908,382 shares of Class B Common Stock (the "Paramount Warrant
Class B Common Stock") issuable upon exercise, if any, of the three-
year warrants of the Company and the five-year warrants of the Company
(collectively, the "Paramount Warrants") issued pursuant to warrant
agreements dated July 7, 1994 between the Company and Harris Trust and
Savings Bank, as warrant agent (collectively, the "Paramount Warrant
Agreements"), executed in connection with the merger of a wholly owned
subsidiary of the Company with and into Paramount Communications Inc.,
to be offered by the Company.
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Registration Statement.
The Selling Stockholder VCRs and the Blockbuster Warrant VCRs are or
will be governed by a certificate (the "VCR Certificate") in the form included
in the Company's Registration Statement on Form S-4 (Registration No. 33-55271)
as Exhibit 4.3. The issuance of the shares of Blockbuster Warrant Class A
Common Stock and Blockbuster Warrant Class B Common Stock and the Blockbuster
Warrant VCRs, if any, will be governed by the Blockbuster Warrants. The
issuance of the Underlying Class B Common Stock, if any, will be governed by the
provisions of the VCR Certificate. The issuance of the shares of Paramount
Warrant Class B Common Stock will be governed by the Paramount Warrant
Agreements.
In so acting, we have examined the Registration Statement, the VCR
Certificate, the Blockbuster Warrants, the Paramount Warrant Agreements, the
Paramount Warrants and the Plans. We have also examined and relied as to
factual matters upon the representations and warranties contained in originals,
or copies certified or otherwise identified to our satisfaction, of such
documents, records, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed below.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents, certificates and instruments submitted to us as
originals and the conformity with originals of all documents submitted to us as
copies.
The opinions expressed below are limited to the law of the State of
New York, the General Corporation Law of Delaware and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.
Viacom Inc. 4 October 5, 1994
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
1. The Selling Stockholder Class A Common Stock and the Selling
Stockholder Class B Common Stock have been or will be duly authorized by
the Company and, when (a) issued and delivered by the Company to the
Selling Stockholders in accordance with the terms of the Agreement and
Plan of Merger dated January 7, 1994, as amended as of June 15, 1994,
between the Company and Blockbuster (the "Blockbuster Merger Agreement"),
the Blockbuster Warrants or the VCR Certificates, as the case may be,
(b) delivered by the Selling Stockholders and (c) paid for in full by the
Selling Stockholders in accordance with the terms of the Blockbuster Merger
Agreement or the Blockbuster Warrants, as the case may be, the Selling
Stockholder Class A Common Stock and the Selling Stockholder Class B Common
Stock will be validly issued, fully paid and non-assessable.
2. The Selling Stockholder VCRs and the Blockbuster Warrant VCRs
have been or will be duly authorized by the Company, and when (a) the VCR
Certificates have been duly executed and delivered by the Company, (b) the
Selling Stockholder VCRs and the Blockbuster Warrant VCRs have been duly
issued by the Company in accordance with the terms of the Blockbuster
Merger Agreement, the Plans or the Blockbuster Warrants, as the case may
be, and the VCR Certificates and (c) the Selling Stockholder VCRs and the
Blockbuster Warrant VCRs have been paid for in full in accordance with the
terms of the Blockbuster Merger Agreement, the Plans or the Blockbuster
Warrants, as the case may be, the Selling Stockholder VCRs and the
Blockbuster Warrant VCRs will be validly issued and will constitute valid
and binding obligations of the Company enforceable against the Company in
accordance with the terms of the VCR Certificates.
3. The Blockbuster Warrant Class A Common Stock and the Blockbuster
Warrant Class B Common Stock have been or will be duly authorized by the
Company and, when issued by the Company to the holders of the Blockbuster
Warrants in accordance with the provisions of the Blockbuster Warrants
against receipt of the exercise price therefor, the Blockbuster Warrant
Class A Common Stock and the Blockbuster Warrant Class B Common Stock will
be validly issued, fully paid and non-assessable.
4. The Underlying Class B Common Stock will be duly authorized by
the Company and, when issued by the Company in accordance with the
provisions of the VCR Certificates, the Underlying Class B Common Stock
will be validly issued, fully paid and non-assessable.
Viacom Inc. 5 October 5, 1994
5. The Paramount Warrant Class B Common Stock has been duly
authorized by the Company and, when issued by the Company to the holders of
the Paramount Warrants in accordance with the provisions of the Paramount
Warrant Agreements against receipt of the exercise price therefor, the
Paramount Warrant Class B Common Stock will be validly issued, fully paid
and non-assessable.
The opinion set forth in paragraph 2 above is subject to (i) the
effect of any applicable bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting creditors' rights generally and (ii) the effect of
general principles of equity (regardless of whether considered in a proceeding
in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" contained in the Prospectus included therein.
Very truly yours,
/s/ Shearman & Sterling
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of Viacom Inc. of our reports dated February 4, 1994,
except as to Note 2., which is as of March 11, 1994, appearing
on pages II-32 and F-2 of the Viacom Inc. Annual Report on
Form 10-K for the year ended December 31, 1993, as amended by
Form 10-K/A Amendment No. 1 dated May 2, 1994. We also
consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
September 30, 1994
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of Viacom Inc. of our reports dated June 3, 1994,
appearing on page F-2 and page 4 of Item 14(a) in the
Paramount Communications Inc. Transition Report on Form 10-K
for the eleven-month period ended March 31, 1994, as amended
by Form 10-K/A Amendment No. 1 dated July 29, 1994 and as
further amended by Form 10-K/A Amendment No. 2 dated August 12,
1994. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
September 30, 1994
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of Viacom Inc. for
the registration of 1,678,363 shares of Class A common stock, 113,783,769
shares of Class B common stock and 38,306,385 variable common rights and to
the incorporation by reference therein to our reports dated August 27, 1993,
except for Notes A and J, as to which the date is September 10, 1993, with
respect to the consolidated financial statements and schedules of Paramount
Communications Inc. included in its Transition Report (Form 10-K) for the
eleven-month period ended March 31, 1994, as amended July 29, 1994 and as
further amended August 12, 1994, all filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
New York, New York
September 30, 1994
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Viacom Inc. Form S-3 Registration Statement,
registering 1,678,363 shares of Class A Common Stock, 113,783,769 shares of
Class B Common Stock and 38,306,385 Variable Common Rights of Viacom Inc., of
our report dated March 23, 1994 included in Blockbuster Entertainment
Corporation's Form 10-K for the year ended December 31, 1993 and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
October 3, 1994
EXHIBIT 23.6
Consent of Person About to Become a Director
--------------------------------------------
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, Steven R. Berrard, hereby consent to be named as a person who may
become a director of Viacom Inc. in the Registration Statement on Form S-3
dated October 5, 1994.
/s/Steven R. Berrard
------------------------------
Steven R. Berrard
September 29, 1994
Consent of Person About to Become a Director
--------------------------------------------
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, George D. Johnson, Jr., hereby consent to be named as a person
who may become a director of Viacom Inc. in the Registration Statement on
Form S-3 dated October 5, 1994.
/s/George D. Johnson, Jr.
------------------------------
George D. Johnson, Jr.
September 29, 1994
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC. (the "Company"), hereby constitutes and appoints Philippe
P. Dauman and Michael D. Fricklas and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
(1) a registration statement on Form S-3, or such other form as may be
recommended by counsel, to be filed with the Securities and Exchange Commission
(the "Commission"), and any and all amendments and post-effective amendments
thereto and supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus, covering (i) resales of the Class A Common Stock, Class B
Common Stock and Variable Common Rights ("VCRs", and together with the Class A
Common Stock and Class B Common Stock, the "Blockbuster Merger Securities") of
the Company to be received by certain stockholders of Blockbuster Entertainment
Corporation ("Blockbuster") in connection with the merger of Blockbuster with
and into the Company (the "Blockbuster Merger"), (ii) resales of the Class A
Common Stock, Class B Common Stock and VCRs issuable upon the exercise, if any,
of certain warrants for Blockbuster Common Stock to be assumed by the Company
in connection with the Blockbuster Merger, (iii) Class B Common Stock issuable,
pursuant to the VCRs being issued in connection with the Blockbuster Merger,
(iv) resales of the Blockbuster Merger Securities issuable upon the exercise,
if any, of certain options held by an affiliate of Blockbuster, and (v) Class B
Common Stock issuable upon the exercise, if any, of the three year warrants and
the five year warrants issued in connection with the merger of a wholly owned
subsidiary with and into Paramount Communications Inc., and (2) any registration
statements, reports and applications relating to such securities to be filed by
the Company with the Commission and/or any national securities exchanges under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such registration statements or reports or amendments thereto;
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully for all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that the said attorney-in-fact and agent, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
September, 1994.
/s/ Sumner M. Redstone
-------------------------
Sumner M. Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC. (the "Company"), hereby constitutes and appoints Philippe
P. Dauman and Michael D. Fricklas and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
(1) a registration statement on Form S-3, or such other form as may be
recommended by counsel, to be filed with the Securities and Exchange Commission
(the "Commission"), and any and all amendments and post-effective amendments
thereto and supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus, covering (i) resales of the Class A Common Stock, Class B
Common Stock and Variable Common Rights ("VCRs", and together with the Class A
Common Stock and Class B Common Stock, the "Blockbuster Merger Securities") of
the Company to be received by certain stockholders of Blockbuster Entertainment
Corporation ("Blockbuster") in connection with the merger of Blockbuster with
and into the Company (the "Blockbuster Merger"), (ii) resales of the Class A
Common Stock, Class B Common Stock and VCRs issuable upon the exercise, if any,
of certain warrants for Blockbuster Common Stock to be assumed by the Company in
connection with the Blockbuster Merger, (iii) Class B Common Stock issuable,
pursuant to the VCRs being issued in connection with the Blockbuster Merger,
(iv) resales of the Blockbuster Merger Securities issuable upon the exercise,
if any, of certain options held by an affiliate of Blockbuster, and (v) Class
B Common Stock issuable upon the exercise, if any, of the three year warrants
and the five year warrants issued in connection with the merger of a wholly
owned subsidiary with and into Paramount Communications Inc., and (2) any
registration statements, reports and applications relating to such securities
to be filed by the Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as amended, and any and
all amendments thereto, and any and all instruments and documents filed as
part of or in connection with such registration statements or reports or
amendments thereto; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
September, 1994.
/s/ William C. Ferguson
-------------------------
William C. Ferguson
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC. (the "Company"), hereby constitutes and appoints Philippe
P. Dauman and Michael D. Fricklas and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
(1) a registration statement on Form S-3, or such other form as may be
recommended by counsel, to be filed with the Securities and Exchange Commission
(the "Commission"), and any and all amendments and post-effective amendments
thereto and supplements to the Prospectus contained therein, and any and all
instruments and documents filed as a part of or in connection with the said
registration statement or amendments thereto or supplements or amendments to
such Prospectus, covering (i) resales of the Class A Common Stock, Class B
Common Stock and Variable Common Rights ("VCRs", and together with the Class A
Common Stock and Class B Common Stock, the "Blockbuster Merger Securities") of
the Company to be received by certain stockholders of Blockbuster Entertainment
Corporation ("Blockbuster") in connection with the merger of Blockbuster with
and into the Company (the "Blockbuster Merger"), (ii) resales of the Class A
Common Stock, Class B Common Stock and VCRs issuable upon the exercise, if
any, of certain warrants for Blockbuster Common Stock to be assumed by the
Company in connection with the Blockbuster Merger, (iii) Class B Common Stock
issuable, pursuant to the VCRs being issued in connection with the Blockbuster
Merger, (iv) resales of the Blockbuster Merger Securities issuable upon the
exercise, if any, of certain options held by an affiliate of Blockbuster,
and (v) Class B Common Stock issuable upon the exercise, if any, of the three
year warrants and the five year warrants issued in connection with the merger
of a wholly owned subsidiary with and into Paramount Communications Inc., and
(2) any registration statements, reports and applications relating to such
securities to be filed by the Company with the Commission and/or any national
securities exchanges under the Securities Exchange Act of 1934, as amended,
and any and all amendments thereto, and any and all instruments and documents
filed as part of or in connection with such registration statements or reports
or amendments thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
September, 1994.
/s/ George S. Abrams
-------------------------
George S. Abrams
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC. (the "Company"), hereby constitutes and appoints Philippe
P. Dauman and Michael D. Fricklas and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-3, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering (i) resales of the Class A Common Stock, Class B Common Stock and
Variable Common Rights ("VCRs", and together with the Class A Common Stock and
Class B Common Stock, the "Blockbuster Merger Securities") of the Company to be
received by certain stockholders of Blockbuster Entertainment Corporation
("Blockbuster") in connection with the merger of Blockbuster with and into the
Company (the "Blockbuster Merger"), (ii) resales of the Class A Common Stock,
Class B Common Stock and VCRs issuable upon the exercise, if any, of certain
warrants for Blockbuster Common Stock to be assumed by the Company in connection
with the Blockbuster Merger, (iii) Class B Common Stock issuable, pursuant to
the VCRs being issued in connection with the Blockbuster Merger, (iv) resales of
the Blockbuster Merger Securities issuable upon the exercise, if any, of certain
options held by an affiliate of Blockbuster, and (v) Class B Common Stock
issuable upon the exercise, if any, of the three year warrants and the five year
warrants issued in connection with the merger of a wholly owned subsidiary with
and into Paramount Communications Inc., and (2) any registration statements,
reports and applications relating to such securities to be filed by the Company
with the Commission and/or any national securities exchanges under the
Securities Exchange Act of 1934, as amended, and any and all amendments thereto,
and any and all instruments and documents filed as part of or in connection with
such registration statements or reports or amendments thereto; granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorney-in-fact and agent, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
September, 1994.
/s/ H. Wayne Huizenga
-------------------------
H. Wayne Huizenga
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC. (the "Company"), hereby constitutes and appoints Philippe
P. Dauman and Michael D. Fricklas and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-3, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering (i) resales of the Class A Common Stock, Class B Common Stock and
Variable Common Rights ("VCRs", and together with the Class A Common Stock and
Class B Common Stock, the "Blockbuster Merger Securities") of the Company to be
received by certain stockholders of Blockbuster Entertainment Corporation
("Blockbuster") in connection with the merger of Blockbuster with and into the
Company (the "Blockbuster Merger"), (ii) resales of the Class A Common Stock,
Class B Common Stock and VCRs issuable upon the exercise, if any, of certain
warrants for Blockbuster Common Stock to be assumed by the Company in connection
with the Blockbuster Merger, (iii) Class B Common Stock issuable, pursuant to
the VCRs being issued in connection with the Blockbuster Merger, (iv) resales of
the Blockbuster Merger Securities issuable upon the exercise, if any, of certain
options held by an affiliate of Blockbuster, and (v) Class B Common Stock
issuable upon the exercise, if any, of the three year warrants and the five year
warrants issued in connection with the merger of a wholly owned subsidiary with
and into Paramount Communications Inc., and (2) any registration statements,
reports and applications relating to such securities to be filed by the Company
with the Commission and/or any national securities exchanges under the
Securities Exchange Act of 1934, as amended, and any and all amendments thereto,
and any and all instruments and documents filed as part of or in connection with
such registration statements or reports or amendments thereto; granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorney-in-fact and agent, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
September, 1994.
/s/ Frederic V. Salerno
-------------------------
Frederic V. Salerno
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC. (the "Company"), hereby constitutes and appoints Philippe
P. Dauman and Michael D. Fricklas and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-3, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering (i) resales of the Class A Common Stock, Class B Common Stock and
Variable Common Rights ("VCRs", and together with the Class A Common Stock and
Class B Common Stock, the "Blockbuster Merger Securities") of the Company to be
received by certain stockholders of Blockbuster Entertainment Corporation
("Blockbuster") in connection with the merger of Blockbuster with and into the
Company (the "Blockbuster Merger"), (ii) resales of the Class A Common Stock,
Class B Common Stock and VCRs issuable upon the exercise, if any, of certain
warrants for Blockbuster Common Stock to be assumed by the Company in connection
with the Blockbuster Merger, (iii) Class B Common Stock issuable, pursuant to
the VCRs being issued in connection with the Blockbuster Merger, (iv) resales of
the Blockbuster Merger Securities issuable upon the exercise, if any, of certain
options held by an affiliate of Blockbuster, and (v) Class B Common Stock
issuable upon the exercise, if any, of the three year warrants and the five year
warrants issued in connection with the merger of a wholly owned subsidiary with
and into Paramount Communications Inc., and (2) any registration statements,
reports and applications relating to such securities to be filed by the Company
with the Commission and/or any national securities exchanges under the
Securities Exchange Act of 1934, as amended, and any and all amendments thereto,
and any and all instruments and documents filed as part of or in connection with
such registration statements or reports or amendments thereto; granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorney-in-fact and agent, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
September, 1994.
/s/ Ken Miller
-------------------------
Ken Miller
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC. (the "Company"), hereby constitutes and appoints Philippe
P. Dauman and Michael D. Fricklas and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-3, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering (i) resales of the Class A Common Stock, Class B Common Stock and
Variable Common Rights ("VCRs", and together with the Class A Common Stock and
Class B Common Stock, the "Blockbuster Merger Securities") of the Company to be
received by certain stockholders of Blockbuster Entertainment Corporation
("Blockbuster") in connection with the merger of Blockbuster with and into the
Company (the "Blockbuster Merger"), (ii) resales of the Class A Common Stock,
Class B Common Stock and VCRs issuable upon the exercise, if any, of certain
warrants for Blockbuster Common Stock to be assumed by the Company in connection
with the Blockbuster Merger, (iii) Class B Common Stock issuable, pursuant to
the VCRs being issued in connection with the Blockbuster Merger, (iv) resales of
the Blockbuster Merger Securities issuable upon the exercise, if any, of certain
options held by an affiliate of Blockbuster, and (v) Class B Common Stock
issuable upon the exercise, if any, of the three year warrants and the five year
warrants issued in connection with the merger of a wholly owned subsidiary with
and into Paramount Communications Inc., and (2) any registration statements,
reports and applications relating to such securities to be filed by the Company
with the Commission and/or any national securities exchanges under the
Securities Exchange Act of 1934, as amended, and any and all amendments thereto,
and any and all instruments and documents filed as part of or in connection with
such registration statements or reports or amendments thereto; granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorney-in-fact and agent, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
September, 1994.
/s/ Brent D. Redstone
-------------------------
Brent D. Redstone
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of VIACOM INC. (the "Company"), hereby constitutes and appoints Philippe
P. Dauman and Michael D. Fricklas and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-3, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering (i) resales of the Class A Common Stock, Class B Common Stock and
Variable Common Rights ("VCRs", and together with the Class A Common Stock and
Class B Common Stock, the "Blockbuster Merger Securities") of the Company to be
received by certain stockholders of Blockbuster Entertainment Corporation
("Blockbuster") in connection with the merger of Blockbuster with and into the
Company (the "Blockbuster Merger"), (ii) resales of the Class A Common Stock,
Class B Common Stock and VCRs issuable upon the exercise, if any, of certain
warrants for Blockbuster Common Stock to be assumed by the Company in connection
with the Blockbuster Merger, (iii) Class B Common Stock issuable, pursuant to
the VCRs being issued in connection with the Blockbuster Merger, (iv) resales of
the Blockbuster Merger Securities issuable upon the exercise, if any, of certain
options held by an affiliate of Blockbuster, and (v) Class B Common Stock
issuable upon the exercise, if any, of the three year warrants and the five year
warrants issued in connection with the merger of a wholly owned subsidiary with
and into Paramount Communications Inc., and (2) any registration statements,
reports and applications relating to such securities to be filed by the Company
with the Commission and/or any national securities exchanges under the
Securities Exchange Act of 1934, as amended, and any and all amendments thereto,
and any and all instruments and documents filed as part of or in connection with
such registration statements or reports or amendments thereto; granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorney-in-fact and agent, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
September, 1994.
/s/ William Schwartz
-------------------------
William Schwartz