-----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, H2Yb4/zJeeTAHUixPQP2Xm9pyF/uwi0Te+fAc1haU45Xnd2T3Z7xQKdBX+e9/T5H MaHadR/wF3IdAvHSuCXIAg== 0000909518-99-000688.txt : 19991123 0000909518-99-000688.hdr.sgml : 19991123 ACCESSION NUMBER: 0000909518-99-000688 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991115 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991122 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: 99762254 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 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ 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): November 15, 1999 CBS CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) PENNSYLVANIA - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-00977 25-0877540 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 - ---------------------------------------- --------------------------------- (Address of Principal Executive offices) (Zip Code) (212) 975-4321 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if changed Since Last Report) ================================================================================ NY2:\849596\04\$7JW04!.DOC\80758.0215 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (a) On November 15, 1999, CBS Corporation (the "Company") completed the acquisition of King World Productions, Inc. ("King World"). The acquisition was effected by the merger (the "Merger") of King World with and into K Acquisition Corp., a direct, wholly-owned subsidiary of the Company ("K Acquisition"). The Merger was consummated pursuant to an Agreement and Plan of Merger, dated as of March 31, 1999 (the "Original Merger Agreement"), as amended by Amendment No. 1, dated as of September 8, 1999 ("Amendment No. 1"), by and among the Company, King World and K Acquisition. A copy of the Original Merger Agreement was included as Exhibit 2.1 to the Company's Registration Statement on Form S-4, filed with the Securities and Exchange Commission (the "SEC") on August 9, 1999, and is incorporated herein by reference. A copy of Amendment No. 1 was included as Exhibit 2.1 to the Company's Report on Form 8-K, filed with the SEC on September 15, 1999, and is incorporated herein by reference. The consideration paid to King World stockholders was equal to .81 shares of the Company's common stock for each outstanding share of King World's common stock. The merger consideration was determined by arm's-length negotiations. A copy of the press release announcing the completion of the Merger is included as Exhibit 99.1 to this Report and is incorporated herein by reference. (b) King World's business consists primarily of the production and distribution of first-run and other television programming and films, and the Company intends to continue such business. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of the Business Acquired. The consolidated audited balance sheets of King World as of August 31, 1998 and 1997 and the consolidated statements of income, stockholders' equity and cash flows of King World for the fiscal years ended August 31, 1998, 1997 and 1996 have been reported previously by King World on King World's Annual Report on Form 10-K for the fiscal year ended August 31, 1998. In accordance with General Instruction B.3. to Form 8-K, such information is not reported in this Report. The consolidated unaudited balance sheet of King World as of May 31, 1999 and the consolidated statements of income, stockholders' equity and cash flows of King World for the nine months ended May 31, 1999 and 1998 have been reported previously by King World on King World's Quarterly Report on Form 10-Q for the quarter ended May 31, 1999. In 2 accordance with General Instruction B.3. to Form 8-K, such information is not reported in this Report. (b) Pro Forma Financial Information. The Company's unaudited pro forma combined condensed balance sheet as of June 30, 1999 and unaudited pro forma combined condensed statement of operations for the six months ended June 30, 1999 and the year ended December 31, 1998 has been reported previously in the Company's Registration Statement on Form S-4, as amended by Post-Effective Amendment No. 1 thereto (Reg. No. 333-84761). In accordance with General Instruction B.3. to Form 8-K, such information is not reported in this Report. (c) Exhibits. Exhibit No. Exhibit 99.1 Press Release, dated November 15, 1999, announcing the completion of the Merger. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. CBS CORPORATION Date: November 22, 1999. By: /s/ Robert G. Freedline -------------------------------- Robert G. Freedline Vice President and Controller 4 EXHIBIT INDEX Exhibit No. Exhibit 99.1 Press Release, dated November 15, 1999, announcing the completion of the Merger. 5 EX-99 2 EXHIBIT 99.1 CBS CORPORATION COMPLETES MERGER WITH KING WORLD PRODUCTIONS, INC. NEW YORK, Nov. 15, 1999 -- CBS Corporation (NYSE: CBS) and King World Productions, Inc. (NYSE: KWP) today announced that they have completed their previously announced merger. The announcement was made following a Special Meeting of King World stockholders, who voted to approve the transaction. Ninety-nine percent of those voting approved the merger. Under the terms of the agreement, King World stockholders will receive 0.81 of a share of CBS common stock for each share of King World common stock. "The closing of this merger with King World represents a significant step in our ongoing growth strategy," said Mel Karmazin, President and Chief Executive Officer, CBS Corporation. "Along with recent acquisitions in radio and outdoor, television stations and the Internet, this transaction helps us strengthen our diverse group of assets. Roger and Michael King have built King World into a dynamic company that will now serve as a terrific complement to our entire portfolio of properties, as we continue to build one of the premier media companies in the world." "This is a terrific day for CBS," said Leslie Moonves, President and Chief Executive Officer, CBS Television. "King World is a leader in developing, producing and distributing top-quality, long-running programming for television syndication, and `Oprah,' `Wheel of Fortune,' `Jeopardy' and `Hollywood Squares' are among the most successful first-run syndicated programs in history. King World, under the leadership of the King family, and Eyemark, under the leadership of Ed Wilson, now give us top-notch management teams in this fast-growing programming business." "We are thrilled to now be a part of the CBS family," commented Roger King, King World's Chairman and Co-Chief Executive Officer. Added Michael King, King World's Vice Chairman and Co-Chief Executive Officer, "It's exciting to be an integral part of the world's preeminent media company." Effective upon the close of business today, King World's common stock will cease to trade on the New York Stock Exchange and the company will operate as a wholly owned subsidiary of CBS Corporation. CBS Corporation is composed of CBS Television, Cable and a majority stake in Infinity Broadcasting Corporation, its radio and outdoor business. CBS Television is comprised of the CBS Television Network and 16 CBS owned television stations, eight of which are in the Top 10 markets. CBS Cable consists of two country networks and regional sports operations. Infinity Broadcasting Corporation operates 163 radio stations and TDI, the Company's outdoor business. * * * 6 Press Contacts: Gil Schwartz CBS Corporation (212) 975-2121 Dana McClintock CBS Corporation (212) 975-1077 Randi Cone King World (212) 541-0212 7 -----END PRIVACY-ENHANCED MESSAGE-----