-----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, CFWrpYfb/MX0kIyBhIlgbxQgrJ+RFZitrsIYooo3scsEJr2zbR2pdtF9dLKL6zWR 02Qq57ZBMfUN72Uvt94U4g== 0000912057-99-010390.txt : 19991223 0000912057-99-010390.hdr.sgml : 19991223 ACCESSION NUMBER: 0000912057-99-010390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991207 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991222 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: 99779331 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 FORM 8-K 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): December 7, 1999 Commission file number 1-977 CBS CORPORATION (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-0877540 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification Number) 51 West 52nd Street, New York, NY 10019 (Address of principal executive offices; zip code) (212) 975-4321 (Registrant's Telephone No., including area code) Item 2. Acquisition or Disposition of Assets (a) On December 7, 1999, Infinity Broadcasting Corporation ("Infinity"), a majority owned subsidiary of CBS Corporation (the "Company") completed the acquisition of Outdoor Systems, Inc. ("Outdoor Systems"). The acquisition was effected by the merger (the "Merger") of Burma Acquisition Corp., a direct, wholly owned subsidiary of Infinity ("Burma"), with and into Outdoor Systems. The Merger was consummated pursuant to an Agreement and Plan of Merger, dated as of May 27, 1999, as amended by Amendment No. 1, dated as of June 16, 1999, by and among Infinity, Outdoor Systems and Burma. The consideration paid to Outdoor Systems' stockholders was equal to 1.25 shares of Infinity's Class A common stock for each outstanding share of Outdoor Systems' common stock. The merger consideration was determined by arm's-length negotiations. Arte Moreno and William Levine, former Outdoor Systems' stockholders, have been elected to Infinity's Board of Directors effective December 9, 1999. 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) Outdoor Systems' business consists primarily of outdoor advertising with approximately 112,000 bulletin, poster, mall and transit advertising display faces in 90 metropolitan markets in the United States, 13 metropolitan markets in Canada and 44 metropolitan markets in Mexico and 125,000 subway displays in New York City, and Infinity 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 Outdoor Systems as of December 31, 1998 and 1997 and the consolidated statements of operations, stockholders' equity and cash flows of Outdoor Systems for the years ended December 31, 1998, 1997 and 1996 have been reported previously by Outdoor Systems on Outdoor Systems' Annual Report on Form 10-K for the year ended December 31, 1998, and are incorporated herein by reference. The unaudited, condensed consolidated balance sheet of Outdoor Systems as of September 30, 1999 and the unaudited, condensed consolidated statements of operations, comprehensive income and cash flows of Outdoor Systems for the nine months ended September 30, 1999 and 1998 have been reported previously by Outdoor Systems on Outdoor Systems' Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, and are incorporated herein by reference. 2 (b) Pro Forma Financial Information. The Company's unaudited pro forma combined condensed balance sheet as of September 30, 1999 and unaudited pro forma combined condensed statement of operations for the nine months ended September 30, 1999 and the year ended December 31, 1998 have been reported previously in the Company's definitive proxy statement on Schedule 14A filed with the SEC on November 24, 1999. In accordance with General Instruction B.3. to Form 8-K, such information is not reported in this Report. (c) Exhibits. Exhibit No. Exhibit *23.1 Consent of Deloitte & Touche LLP, Independent Accountants. *99.1 Press Release, dated December 7, 1999, announcing the completion of the Merger. 99.2 Consolidated audited balance sheets of Outdoor Systems as of December 31, 1998 and 1997 and the consolidated statements of operations, stockholders' equity and cash flows of Outdoor Systems for the years ended December 31, 1998, 1997 and 1996 (incorporated herein by reference to Outdoor Systems' Annual Report on Form 10-K (File No. 1-13275) for the year ended December 31, 1998). 99.3 Unaudited, condensed consolidated balance sheet of Outdoor Systems as of September 30, 1999 and the unaudited, condensed consolidated statements of operations, comprehensive income and cash flows of Outdoor Systems for the nine months ended September 30, 1999 and 1998 (incorporated herein by reference to Outdoor Systems' Quarterly Report on Form 10-Q (File No. 1-13275) for the quarter ended September 30, 1999). ------------------ * Filed herewith. 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/ ROBERT G. FREEDLINE ---------------------------- ROBERT G. FREEDLINE VICE PRESIDENT AND CONTROLLER Date: December 22, 1999 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- *23.1 Consent of Deloitte & Touche LLP, Independent Accountants. *99.1 Press Release, dated December 7, 1999, announcing the completion of the Merger. 99.2 Consolidated audited balance sheets of Outdoor Systems as of December 31, 1998 and 1997 and the consolidated statements of operations, stockholders' equity and cash flows of Outdoor Systems for the years ended December 31, 1998, 1997 and 1996 (incorporated herein by reference to Outdoor Systems' Annual Report on Form 10-K (File No. 1-13275) for the year ended December 31, 1998). 99.3 Unaudited, condensed consolidated balance sheet of Outdoor Systems as of September 30, 1999 and the unaudited, condensed consolidated statements of operations, comprehensive income and cash flows of Outdoor Systems for the nine months ended September 30, 1999 and 1998 (incorporated herein by reference to Outdoor Systems' Quarterly Report on Form 10-Q (File No. 1-13275) for the quarter ended September 30, 1999). - ------------------ * Filed herewith. 5 EX-23.1 2 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Current Report on Form 8-K under the Securities Exchange Act of 1934 of CBS Corporation dated December 7, 1999, the incorporation by reference in Registration Statements on Form S-3 (Nos. 333-88775 and 33-41475) and on Form S-8 (Nos. 2-92085, 33-44044, 33-45365, 33-46779, 33-51445, 33-51579, 33-53815, 33-53819, 33-62043, 33-62045, 333-12583, 333-12589, 333-12591, 333-13219, 333-30127, 333-23661, 333-23663, 333-37497, 333-75845, 333-75843 and 333-84761) of CBS Corporation, and the incorporation by reference in CBS Corporation's definitive proxy statement on Schedule 14A filed on November 24, 1999, of our report dated February 2, 1999, appearing in the Annual Report on Form 10-K of Outdoor Systems, Inc. for the year ended December 31, 1998. /s/ DELOITTE & TOUCHE LLP Phoenix, Arizona December 22, 1999 EX-99.1 3 EXHIBIT 99.1 EXHIBIT 99.1 Infinity Broadcasting Completes Acquisition of Outdoor Systems, Inc. NEW YORK, Dec. 7 -- Infinity Broadcasting Corporation (NYSE: INF) has completed its acquisition of Outdoor Systems, Inc. (NYSE: OSI), the company announced today. On May 27th, 1999, the companies announced the definitive agreement by which Infinity would acquire Outdoor Systems for approximately $6.5 billion in Infinity Class A common stock, plus the assumption of $1.8 billion of debt. The transaction has been approved by the Boards of Directors and the shareholders of both Infinity and Outdoor Systems. The Department of Justice approved the transaction yesterday. Outdoor Systems is the preeminent outdoor advertising company in the business, with approximately 112,000 bulletin, poster, mall and transit advertising display faces in 90 metropolitan markets in the United States, 13 metropolitan markets in Canada and 44 metropolitan markets in the Mexico, and 125,000 subway displays in New York City. Infinity Broadcasting Corporation operates more than 160 radio stations, as well as TDI, the Company's outdoor advertising business. Infinity also manages and holds an equity position in Westwood One, Inc. Infinity Broadcasting Corporation is a subsidiary of CBS Corporation. Contact: /CONTACT: Farid Suleman of Infinity , 212-314-9215; or Gil Schwartz of CBS, 212-975-2121 7 -----END PRIVACY-ENHANCED MESSAGE-----