SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
SCHEDULE 13D
(Amendment No. 51)
Under the Securities Exchange Act of 1934
PARAMOUNT COMMUNICATIONS INC.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
699216 10 7
(CUSIP Number)
Philippe P. Dauman, Esq.
Viacom Inc.
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (617) 461-1600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Stephen R. Volk, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000
July 7, 1994
(Date of Event which Requires Filing of this Statement)
========================================
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /.
Page 1 of ___ Pages
CUSIP No. 699216 10 7
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INC.
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I.R.S. Identification No. 04-2949533
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
(a)
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(b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions)
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization Delaware
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Number of (7) Sole Voting Power
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Shares
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Beneficially (8) Shared Voting Power 100
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Owned by
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Each (9) Sole Dispositive Power
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Reporting
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Person (10) Shared Dispositive Power 100
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With
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
100
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
100%
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(14) Type of Reporting Person (See Instructions) CO
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Page 2 of ___ Pages
CUSIP No. 699216 10 7
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
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S.S. No.
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
(a)
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(b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions)
-------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e).
----------------------------------------
(6) Citizenship or Place of Organization United States
--------------------------
--------------------------------------------------------------
-------
Number of (7) Sole Voting Power
-----------------------------
Shares
---------------------------------------------------
Beneficially (8) Shared Voting Power 100
----------------------------
Owned by
---------------------------------------------------------
Each (9) Sole Dispositive Power
----------------------------
Reporting
-------------------------------------------------------
Person (10) Shared Dispositive Power 100
----------------------------
With
---------- ----------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-------
100
--------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
----------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 100%
-----------------------
-------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
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Page 3 of ___ Pages
This Amendment No. 51 amends the Statement on
Schedule 13D (the "Statement") filed with the Securities and
Exchange Commission on September 22, 1993 by Viacom Inc.
(the "Purchaser") and Sumner M. Redstone. Amendment No. 50
to the Statement reported the expiration of the Purchaser's
tender offer to purchase 61,657,432 shares of common stock
of Paramount Communications Inc. (the "Company"), par value
$1.00 per share (the "Shares"), at a purchase price of $107
per Share, and the acceptance for payment of Shares pursuant
thereto. The tender offer was made pursuant to the Offer to
Purchase, dated October 25, 1993, as supplemented by the
First Supplement to the Offer to Purchase, dated November 7,
1993, as further supplemented by the Second Supplement to
the Offer to Purchase, dated January 7, 1994, as further
supplemented by the Third Supplement to the Offer to
Purchase, dated January 17, 1994 and as further supplemented
by the Fourth Supplement to the Offer to Purchase, dated
February 1, 1994. Capitalized terms used but not defined
herein have the meanings assigned to such terms in the Offer
to Purchase, as so supplemented.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 of the Statement is hereby amended and
supplemented as follows:
The Shares the subject of this Amendment No. 51 were
acquired pursuant to the merger of Viacom Sub Inc., a
Delaware corporation and a wholly owned subsidiary of the
Purchaser ("Merger Subsidiary"), with and into the Company,
with the Company as the surviving corporation, in accordance
with the terms and conditions of the February Merger
Agreement, as amended as of May 26, 1994. Pursuant thereto,
each Share (other than Shares held by the Purchaser, the
Company and their subsidiaries and by holders who have demanded
and perfected appraisal rights) has been cancelled and converted
into the right to receive (i) .93065 of a share of Viacom
Class B Common Stock, (ii) $17.50 principal amount of Viacom
Merger Debentures, (iii) .93065 of a CVR, (iv) 0.50 of a
Viacom Three Year Warrant and (v) 0.30 of a Viacom Five Year
Warrant.
Item 4. Purpose of Transaction.
----------------------
Items 4(a), (b), (g), (h) and (i) are hereby amended
and supplemented as follows:
On July 7, 1994, pursuant to the terms and
conditions of the February Merger Agreement, as amended as
of May 26, 1994, (A) Merger Subsidiary was merged with and
into the Company with the Company as the surviving
corporation, (B) each outstanding Share (other than Shares held
by the Purchaser, the Company and their subsidiaries and by
holders who have demanded and perfected appraisal rights) was
cancelled and converted into the right to receive (i) .93065 of
a share of Viacom Class B Common Stock, (ii) $17.50 principal
amount of Viacom Merger Debentures, (iii) .93065 of a CVR,
(iv) 0.50 of a Viacom Three Year Warrant and (v) 0.30 of a
Viacom Five Year Warrant, and (C) the Company became a wholly
owned subsidiary of the Purchaser. Copies of the press releases
issued by the
Page 4 of ___ Pages
Purchaser on July 6, 1994 and July 7, 1994 are attached
hereto as Exhibits 1 and 2, respectively, and are incorporated
herein by reference.
Item 7. Material to Be Filed as Exhibits.
--------------------------------
Exhibit No.
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99.1 Press release issued by Viacom Inc., dated July 6, 1994.
99.2 Press release issued by Viacom Inc., dated July 7, 1994.
Page 5 of ___ Pages
Signature
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After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set
forth in this Statement is true, complete and correct.
July 7, 1994 VIACOM INC.
By /s/ Philippe P. Dauman
------------------------
Name: Philippe P. Dauman
Title: Executive Vice President,
General Counsel, Chief
Administrative Officer
and Secretary
Page 6 of ___ Pages
Signature
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After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this Statement is true, complete and correct.
July 7, 1994
*
-------------------------
Sumner M. Redstone, Individually
*By /s/ PHILIPPE P. DAUMAN
------------------------
Philippe P. Dauman
Attorney-in-Fact under Powers
of Attorney filed as Exhibit (a)(36)
to the Schedule 14D-1 filed by Viacom
Inc., National Amusements, Inc. and
Sumner M. Redstone on October 25, 1993.
Page 7 of ___ Pages
Exhibit Index
Exhibit No. Description Page No.
---------- ----------- --------
99.1 Press release issued by Viacom Inc.,
dated July 6, 1994.
99.2 Press release issued by Viacom Inc.,
dated July 7, 1994.
Page 8 of ___ Pages