PRELIMINARY COPIES SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrants [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: /X/ Preliminary Proxy Statement / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec.240.14a-12 VIACOM INC. AND PARAMOUNT COMMUNICATIONS INC. (Name of Registrants as Specified in their Charters) VIACOM INC. AND PARAMOUNT COMMUNICATIONS INC. (Name of Persons Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). / / $500 per each party of the controversy pursuant to Exchange Act Rule 14a-6(i)(3). /X/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. Note: Fee of $461,573 previously paid by Viacom Inc. PRELIMINARY COPIES [LETTERHEAD OF PARAMOUNT] xx. 1994 Dear Stockholder: On behalf of our Board of Directors, I am pleased to invite you to attend a Special Meeting of Stockholders of Paramount Communications Inc., which will be held at at a.m. (local time) on , 1994. At this meeting, stockholders will be asked to approve the merger of a wholly owned subsidiary of Viacom Inc. with and into Paramount. Paramount and Viacom have complementary businesses and a commitment to innovation and creativity. The combination of these businesses will create a global entertainment and communications company with extraordinary resources. On February 4, 1994 the Board of Directors of Paramount, after careful consideration, determined that the combination with Viacom is in the best interests of Paramount and its stockholders. Accordingly, it unanimously approved the merger and related transactions and recommended that you vote in favor of the merger at the meeting. Pursuant to its successful tender offer, on March 11, 1994, Viacom completed its purchase of a majority of the outstanding shares of Paramount Common Stock. In the merger, each share of Paramount Common Stock not owned by Viacom will be converted into the right to receive (i) 0.93065 of a share of non-voting Viacom Class B Common Stock, (ii) $17.50 principal amount of 8% exchangeable subordinated debentures of Viacom, (iii) 0.93065 of a contingent value right, representing the right to receive (under certain circumstances) cash or securities depending on market prices of Viacom Class B Common Stock during a one-, two-or three-year period following the merger, (iv) 0.5 of a three-year warrant to purchase one share of Viacom Class B Common Stock at $60 per share and (v) 0.3 of a five-year warrant to purchase one share of Viacom Class B Common Stock at $70 per share. A Notice of the Special Meeting and a Joint Proxy Statement/Prospectus containing detailed information concerning the merger with the subsidiary of Viacom and related transactions is attached. The Joint Proxy Statement/Prospectus also contains detailed information regarding Viacom's proposed merger with Blockbuster Entertainment Corporation. I urge you to read this material carefully. As Viacom has acquired a majority of the outstanding shares of Paramount Common Stock, Viacom has sufficient voting power to approve the merger and the related transactions, even if no other stockholder of Paramount votes in favor of the merger. Your participation in this meeting, in person or by proxy, is important. Please mark, date, sign and return the enclosed proxy as soon as possible, whether or not you plan to attend the meeting. Sincerely, SUMNER M. REDSTONE Chairman of the Board PRELIMINARY COPIES [PARAMOUNT LETTERHEAD] NOTICE OF SPECIAL MEETING OF STOCKHOLDERS A Special Meeting of Stockholders of Paramount Communications Inc. ("Paramount") will be held on , 1994, at a.m. (local time), at , for the purposes of: 1. Considering and voting upon a proposal to approve and adopt the Amended and Restated Agreement and Plan of Merger dated as of February 4, 1994, as further amended as of May 26, 1994 among Paramount, Viacom Inc. ("Viacom") and Viacom Sub Inc. (the "Merger Subsidiary"), a wholly owned subsidiary of Viacom, a copy of which is attached as Annex I to the accompanying Joint Proxy Statement/Prospectus, providing for the merger of the Merger Subsidiary with and into Paramount (the "Paramount Merger"), pursuant to which each share of Common Stock, par value $1.00 ("Paramount Common Stock"), of Paramount (other than shares held by Paramount, Viacom and their subsidiaries and by holders who demand and perfect appraisal rights) will be converted into the right to receive (i) 0.93065 of a share of Class B Common Stock, par value $.01 per share, of Viacom ("Viacom Class B Common Stock"), (ii) $17.50 principal amount of 8% exchangeable subordinated debentures due 2006 of Viacom, (iii) 0.93065 of a contingent value right of Viacom, representing the right to receive (under certain circumstances) cash or securities of Viacom depending on market prices of Viacom Class B Common Stock during a one-, two-or three-year period following the Paramount Merger, (iv) 0.5 of a three-year warrant to purchase one share of Viacom Class B Common Stock at $60 per share, and (v) 0.3 of a five-year warrant to purchase one share of Viacom Class B Common Stock at $70 per share, all as more fully described in the accompanying Joint Proxy Statement/Prospectus; and 2. Transacting any other business that may properly come before the meeting or any adjournments or postponements thereof. Only stockholders of record at the close of business on May 31, 1994 are entitled to notice of the meeting, and only holders of Paramount Common Stock of record at that time are entitled to vote at the meeting. Every holder of outstanding shares of Paramount Common Stock entitled to be voted at the meeting is entitled to one vote for each such share held. The Paramount Merger will be consummated on the date that the approvals of the stockholders of Paramount and Viacom are obtained. In connection with the Paramount Merger, appraisal rights will be available to those stockholders of Paramount who meet and comply with the requirements of Section 262 of the Delaware General Corporation Law ("DGCL"). Any holder of Paramount Common Stock who wishes to seek appraisal rights must meet and comply with the requirements of Section 262 of the DGCL, a copy of which Section 262 is attached as Annex V to the accompanying Joint Proxy Statement/Prospectus. See the section entitled "Dissenting Stockholders' Rights of Appraisal" in the accompanying Joint Proxy Statement/Prospectus for a discussion of procedures to be followed in asserting appraisal rights. WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE SPECIAL MEETING IN PERSON, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE. IF YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE MARK THE APPROPRIATE SPACE ON THE ENCLOSED PROXY. By order of the Board of Directors, PHILIPPE P. DAUMAN Secretary , 1994 PRELIMINARY COPIES [LETTERHEAD OF VIACOM] , 1994 Dear Stockholder: You are cordially invited to attend a Special Meeting of Stockholders of Viacom Inc., which will be held at [ ], New York, New York at [ ] a.m. (local time) on [ ] [ ], 1994. At the Special Meeting, holders of Viacom Class A Common Stock will be asked to approve proposals providing for the merger of a wholly owned subsidiary of Viacom with and into Paramount Communications Inc. The merger with Paramount reflects our vision of building an integrated global entertainment company. The combination of Viacom and Paramount will form an entertainment and communications powerhouse uniquely positioned to exploit new opportunities in the entertainment business, domestically and around the world. Viacom is also a party to a merger agreement with Blockbuster Entertainment Corporation. ANY CONSIDERATION OF THE BLOCKBUSTER MERGER WILL TAKE PLACE AT A SEPARATE SPECIAL MEETING OF VIACOM STOCKHOLDERS FOR WHICH YOU WILL RECEIVE A SEPARATE JOINT PROXY STATEMENT/PROSPECTUS OF VIACOM AND BLOCKBUSTER. Pursuant to a successful tender offer, on March 11, 1994, Viacom completed its purchase of a majority of the outstanding shares of Paramount Common Stock. In the merger, each share of Paramount Common Stock not owned by Viacom will be converted into the right to receive (i) 0.93065 of a share of non-voting Viacom Class B Common Stock, (ii) $17.50 principal amount of 8% exchangeable subordinated debentures of Viacom, (iii) 0.93065 of a contingent value right, representing the right to receive (under certain circumstances) cash or securities depending on market prices of Viacom Class B Common Stock during a one-, two-or three-year period following the merger, (iv) 0.5 of a three-year warrant to purchase one share of Viacom Class B Common Stock at $60 per share and (v) 0.3 of a five-year warrant to purchase one share of Viacom Class B Common Stock at $70 per share. The proposed merger with Paramount is described in the accompanying Joint Proxy Statement/Prospectus. The Viacom Board of Directors has determined that the tender offer and the merger with Paramount, taken together, are fair to, and in the best interests of, Viacom and its stockholders. Accordingly, the Board approved the Paramount merger agreement and certain other transactions with Paramount and recommends that holders of Viacom Class A Common Stock vote to approve the merger with Paramount and the issuance of shares of Viacom Class B Common Stock and other Viacom securities in connection with the merger. The Board also recommends that such holders approve proposals to amend the Restated Certificate of Incorporation of Viacom to increase the number of shares of Viacom Class A Common Stock authorized to be issued from 100 million to 200 million, to increase the number of shares of Viacom Class B Common Stock authorized to be issued from 150 million to one billion, to increase the number of shares of preferred stock of Viacom authorized to be issued from 100 million to 200 million and to increase the maximum number of directors constituting the entire Board of Directors of Viacom from 12 to 20.