Registration No. 33-51656 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ POST-EFFECTIVE AMENDMENT NO. 2 To FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ___________________ PARAMOUNT COMMUNICATIONS INC. (Exact name of registrant as specified in its charter) Delaware 74-1330475 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1515 Broadway New York, New York 10036 (212) 258-6000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 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) ___________________ Copy of Communications to: Stephen T. Giove, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 ___________________ The Registrant hereby amends this Registration Statement to deregister $200,000,000 of the Registrant's debt or equity securities previously registered hereby. ________________________________________________________________________________ The Registrant has sold $150,000,000 of 5 7/8% Senior Notes due July 15, 2023 and $150,000,000 of 7 1/2% Senior Debentures due July 15, 2023 pursuant to a Prospectus Supplement dated July 12, 1993. This Post-Effective Amendment No. 2 is being filed solely to remove from registration the remaining $200,000,000 of the Registrant's Debt Securities and Warrants, and Common Stock issuable upon conversion of the Debt Securities, previously registered and intended to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, but which have not been offered or sold. The Registrant merged with and into a wholly owned subsidiary of Viacom Inc., a Delaware corporation ("Viacom Inc.") on July 7, 1994, and thereby became a wholly owned subsidiary of Viacom. Viacom does not intend to use the Registrant as the entity through which the consolidated company's future financing will be conducted. Accordingly, the Registrant does not intend to utilize this Registration Statement. Part II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits 24.1 Powers of Attorney SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Paramount Communications Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment to the 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 December 20, 1994. PARAMOUNT COMMUNICATIONS INC. By /s/ Frank J. Biondi, Jr. ---------------------------- President, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on December 20, 1994: Name and Signature Title /s/ Frank J. Biondi, Jr Director, President, - ----------------------------------- (Frank J. Biondi, Jr.) Chief Executive Officer /s/ George S. Smith, Jr. Senior Vice President, - ----------------------------------- (George S. Smith, Jr.) Chief Financial Officer /s/ Kevin C. Lavan Senior Vice President, Controller, - ------------------------------------- (Kevin C. Lavan) Chief Accounting Officer * Director - ----------------------------------- (George S. Abrams) * Director - ----------------------------------- (Steven R. Berrard) /s/ Philippe P. Dauman Director - ----------------------------------- (Philippe P. Dauman) Director - ----------------------------------- (William C. Ferguson) * Director - ----------------------------------- (H. Wayne Huizenga) * Director - ------------------------------ (George D. Johnson, Jr.) * Director - ----------------------------------- (Ken Miller) * Director - ------------------------------------ (Brent D. Redstone) * Director - ------------------------------ (Shari Redstone) * Director - ----------------------------------- (Sumner M. Redstone) * Director - ----------------------------------- (Frederic V. Salerno) * Director - ------------------------------------ (William Schwartz) *By /s/ Philippe P. Dauman -------------------------------- Philippe P. Dauman, Attorney-in-Fact for the Directors pursuant to Powers of Attorney filed herewith Exhibit Index Exhibit No. Description - ------------ -------------- 24.1 Powers of Attorney