-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SzhEYd81zM1LmQKnXEePq53Z/3aWvCOmjpP06S8PaxIbytHa+3+a2N2yeKcNcnx0 SwNaoL9fFsDnjdqP308vIA== 0000909518-99-000440.txt : 19990629 0000909518-99-000440.hdr.sgml : 19990629 ACCESSION NUMBER: 0000909518-99-000440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990616 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00977 FILM NUMBER: 99653166 BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 --------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): JUNE 16, 1999 CBS CORPORATION ------------------- (Exact name of registrant as specified in its charter) Pennsylvania 1-977 25-0877540 --------------------------- ---------- --------------- (State or other jurisdiction- Commission (IRS Employer of incorporation) File Number) Identification Number) 51 West 52nd Street, New York, NY 10019 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 975-4321 ---------------- (Registrant's telephone number, including area code) Item 5. Other Events ------------ On May 27, 1999, Infinity Broadcasting Corporation, a majority-owned subsidiary of CBS Corporation, Burma Acquisition Corp., a wholly-owned subsidiary of Infinity, and Outdoor Systems, Inc. entered into an Agreement and Plan of Merger, pursuant to which Burma will be merged with and into Outdoor Systems, with Outdoor Systems being the surviving corporation of the merger. On June 16, 1999, Infinity, Burma and Outdoor Systems, entered into Amendment No. 1 to the Merger Agreement so as to (i) permit Infinity to purchase shares of Infinity Class A common stock with a market value, based on the purchase price of the stock, of up to $1.0 billion at prevailing market prices in accordance with a stock repurchase program approved by the Infinity board of directors; (ii) to clarify that Arturo R. Moreno and William S. Levine will be appointed to Infinity's board of directors effective as of the second business day after the merger is completed, rather than as of the effective time of the merger; and (iii) to make certain technical corrections. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (c) Exhibits Exhibit Description - ------- ----------- 99.1 Agreement and Plan of Merger among Infinity Broadcasting Corporation, Burma Acquisition Corp. and Outdoor Systems, Inc., dated as of May 27, 1999, is incorporated herein by reference to Exhibit 99.1 to the Report on Form 8-K of Outdoor Systems, Inc., as filed with the Securities and Exchange Commission on June 3, 1999. 99.2 Amendment No. 1 to the Agreement and Plan of Merger among Infinity Broadcasting Corporation, Burma Acquisition Corp. and Outdoor Systems, Inc., dated as of June 16, 1999, is incorporated herein by reference to Exhibit 99.2 to the Report on Form 8-K of Infinity Broadcasting Corporation, as filed with the Securities and Exchange Commission on June 25, 1999. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CBS CORPORATION (Registrant) By: /s/ Angeline C. Straka ------------------------------- Angeline C. Straka Vice President, Secretary and Deputy General Counsel Date: June 25,1999 4 -----END PRIVACY-ENHANCED MESSAGE-----