-----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, GkcQGgnRvW5EBmYg304/Lx0ttdVJQU4n+0RvHtCNsmTjH8wDHBiVDcvjAAnTiA+9 u6hMSwk/7MPmf0OJ+VcX9A== 0000950128-99-000669.txt : 19990414 0000950128-99-000669.hdr.sgml : 19990414 ACCESSION NUMBER: 0000950128-99-000669 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990412 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990413 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: 99592901 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 CBS CORPORATION 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): April 12, 1999 CBS CORPORATION ---------------- (Exact name of registrant as specified in its charter) Pennsylvania 25-0877540 - --------------------------- --------------- (State or other jurisdiction- (IRS 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 number, including area code) 2 Item 5. Other Events ------------ On April 12, 1999, the Registrant issued two press releases: the first was to announce that it had entered into a definitive agreement to acquire KTVT-TV in Dallas-Ft. Worth, Texas from Gaylord Entertainment Company; the second announced that the Registrant had signed letters of intent to invest in two Internet companies. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit No. 99.1 Press Release issued by the Registrant on April 12, 1999 is Exhibit 99.1 to this Report. 99.2 Press Release issued by the Registrant on April 12, 1999 is Exhibit 99.2 to this Report. 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: April 13, 1999 3 EXHIBIT INDEX Exhibit No. Description -------------- ----------------------- 99.1 Press release. 99.2 Press release. EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 CBS CORPORATION 51 WEST 52ND STREET, NEW YORK, NEW YORK 10019-6188 CBS CORPORATION TO ACQUIRE KTVT-TV, DALLAS-FT. WORTH, FROM GAYLORD ENTERTAINMENT ADDITION OF NATION'S SEVENTH LARGEST U.S. MARKET GIVES CBS TELEVISION STATION OWNERSHIP IN EIGHT OF TOP 10 DMAS ACQUISITION ADDS A TELEVISION STATION TO CBS'S CROSS-MEDIA PLATFORM IN DALLAS NEW YORK, April 12, 1999 - CBS Corporation (NYSE: CBS) has entered into a definitive agreement whereby CBS will acquire KTVT-TV, the CBS affiliate in Dallas-Ft. Worth, from Gaylord Entertainment Company (NYSE:GET) in exchange for $485 million of CBS common stock. The acquisition will raise CBS's ownership position to television stations serving almost 34% of the United States, up from nearly 32%. The deal gives CBS ownership of television stations in eight of the top 10 U.S. markets. "Our strategy is to concentrate our media ownership in the largest advertising markets in the nation - that's where the people are, that's where the advertising revenue is, and that's where CBS wants to be," said Mel Karmazin, President and Chief Executive Officer, CBS Corporation. "Major-market VHF television stations, particularly in the nation's top 10 markets, are the most scarce assets in this business. This acquisition allows us a very rare opportunity to expand our TV holdings into a growth market in which CBS already has a significant media position. We believe that KTVT, working with our radio stations, will be able to improve its competitive position and serve the citizens of Dallas-Ft. Worth with sports, news, entertainment and information in a way that is unequalled by any other media company. The acquisition will also help enhance the CBS Television Network, which will benefit from a strong Owned-and-Operated station in a market that serves nearly two percent of the nation's population." "The sale of KTVT is good for all of the parties involved," said Terry London, President and Chief Executive Officer, Gaylord Entertainment Company. "We have achieved a good value for our shareholders, and the synergies created by KTVT becoming part of CBS's large group of Owned-and-Operated stations and the potential benefits created by the addition of a television station to its portfolio of other media properties within the Dallas-Ft. Worth market present great upside potential for the station, for CBS and for viewers." (More) 2 CBS Corporation...2 KTVT-TV Dallas-Ft. Worth, which became a CBS affiliate in July 1995, has a strong local news presence in the market. The station's Channel 11 News Team has been recognized more than any other television news operation in the area, winning three Emmys in both 1997 and 1998 and more than 150 awards of excellence overall. In addition, KTVT-TV locally produces a daily one hour entertainment program entitled Positively Texas! and owns such popular syndication properties as ER and Walker, Texas Ranger. Mr. Karmazin added: "KTVT was an independent station as recently as three years ago and has never had the benefits of operating as a member of a large broadcasting group with multiple stations. For that reason, we are looking forward to working with the fine team at KTVT to achieve the full potential of what a CBS affiliate in the nation's seventh largest market can do from a ratings, revenue and cash flow perspective. Under the CBS ownership umbrella, the station will immediately benefit from enhanced revenue opportunities, improved programming -- including syndicated programming -- and cross promotion with our radio and outdoor properties in the Dallas-Ft. Worth market. The station will also benefit from the revenue-generating activities of CBS PLUS, the Company's cross-media sales group. These actions will help build the value of KTVT to its viewers, its advertisers and to the community it serves." The transaction is subject to several conditions, including approvals from the Federal Communications Commission and other regulatory agencies. The value of the CBS stock to be received by Gaylord Entertainment is fixed at $485 million. The number of shares to be issued will be based upon the average closing price of CBS stock during a 15-day period that ends three days prior to the closing of the transaction. The transaction is expected to close by year-end. Upon closing, CBS Corporation will own and operate the following 15 television stations: WCBS-TV New York, KCBS-TV Los Angeles, WBBM-TV Chicago, KYW-TV Philadelphia, KPIX-TV San Francisco, WBZ-TV Boston, KTVT-TV Dallas-Ft. Worth, WWJ-TV Detroit, WCCO-TV Minneapolis, WFOR-TV Miami, KCNC-TV Denver, KDKA-TV Pittsburgh, WJZ-TV Baltimore, KUTV-TV Salt Lake City and WFRV-TV Green Bay. CBS Corporation, the world's largest pure-play media company, is comprised of the CBS Television Network, with programming operations in Entertainment, News, Sports, Syndication and New Media -- including CBS.com and Country.com, as well as stakes in SportsLine USA, Inc. and MarketWatch.com, Inc.; the CBS Television Stations Division, with 14 CBS Owned television stations, seven of which are in the Top 10 markets; CBS Cable, with two country networks, and its regional sports operations; and more than an 80% stake in Infinity Broadcasting Corporation, which includes 160 radio stations and TDI, the Company's outdoor business. CBS Corporation recently announced a definitive merger agreement with King World Productions Inc. (NYSE:KWP), distributors of "The Oprah Winfrey Show," "Wheel of Fortune," "Jeopardy" and "The Hollywood Squares." That transaction is expected to close at mid-1999. Gaylord Entertainment Company is a diversified entertainment company operating in three business segments: hospitality and attractions; broadcasting and music, and cable networks. Among its properties are the Opryland Hotel, WSM Radio and the Grand Ole Opry, Acuff-Rose Music Publishing, Word Entertainment, Z Music Television, CMT International, the Wildhorse Saloon and the Ryman Auditorium. (More) 3 CBS Corporation...3 Note: Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Reference is made to the Company's Annual Report on Form 10-K for the 1998 year filed with the Securities and Exchange Commission for additional information concerning such risks and uncertainties. # # # Press Contacts: Gil Schwartz Dana McClintock Alan Hall CBS Corporation CBS Corporation Gaylord Entertainment (212) 975-2121 (212) 975-1077 (615) 316-6551 EX-99.2 3 PRESS RELEASE 1 EXHIBIT 99.2 CBS CORPORATION 51 WEST 52ND STREET, NEW YORK, NEW YORK 10019-6188 CBS CORPORATION ANNOUNCES FURTHER EXPANSION INTO NEW MEDIA WITH SIGNIFICANT OWNERSHIP STAKES IN TWO INTERNET COMPANIES HOLLYWOOD.COM IS A PREMIER MOVIE WEB SITE STORERUNNER.COM IS AN INTERACTIVE ONLINE SHOPPING MALL NEW YORK, April 12, 1999 - CBS Corporation (NYSE: CBS) today announced that it has signed letters of intent to invest in two companies that are establishing key online service and information sites on the Web: hollywood.com and storeRunner.com. Upon completion of a definitive agreement with Big Entertainment, Inc. (NASDAQ:BIGE), CBS will receive a 35% ownership position in a new joint venture company which will own hollywood.com. In exchange, the new venture will receive $100 million of promotion and content across the full range of CBS properties, as well as those of its radio and outdoor subsidiary, Infinity Broadcasting Corporation (NYSE:INF), over a period of seven years, including access to CBS PLUS, the Company's cross-media sales group. Big Entertainment will own 65% of the venture. CBS will also receive warrants to increase ownership by 5%, for additional promotion or cash. Big Entertainment recently announced a definitive agreement to acquire hollywood.com from Times Mirror. That transaction is expected to close during the second quarter of 1999. Separately, CBS will also receive 50% of the equity of StoreRunner, which operates storeRunner.com, in exchange for approximately $100 million of promotion and branding support on all CBS media over a six-year time period. The transaction is subject to completion of a definitive agreement. hollywood.com is a premier Web site for movies and the motion picture industry. The award-winning site also offers visitors current movie, video, laserdisc, DVD and soundtrack information, local movie theater show times, daily Hollywood news, celebrity interviews, listings of movies on TV, a searchable database with more than 130,000 movies and 850,000 cast and crew credits, reviews, interactive forums, a weekly e-mail dispatch and live coverage of premieres, festivals and events. The joint venture also includes bigE.com, a leading online studio store. CBS will bring to hollywood.com the full entertainment newsgathering resources and viewership of CBS, while also providing sales, marketing and branding support for the site. storeRunner.com is a comprehensive, interactive online shopping mall that canvases thousands of Web sites searching for the best products and merchants to offer e-shoppers, displaying a vast array of the best merchandise available in the nation's top national retail locations. The company's "runners" visit thousands of Web sites, judging products for inclusion in one of storeRunner's 180 categories and more than 400 top retail brands. A proprietary "jump" feature allows consumers to move seamlessly across merchant sites. Users can also save any item for later viewing and ask to be notified when new items appear matching special, individualized search criteria. (More) 2 -2- Speaking of the alliance with BigE in hollywood.com, Mel Karmazin, President and Chief Executive Officer, CBS Corporation, said: "Success on the Web -- as in most other media -- is all about the development of strong content and branded franchises. hollywood.com is already on its way to becoming just such a franchise, which is why we're excited to join them with our strong branding, promotion, marketing and content. We believe our partnership can help hollywood.com become the hottest entertainment site on the Internet." "The CBS and Big E hollywood.com partnership will position hollywood.com to become the Internet's number one movie entertainment destination," stated Mitchell Rubenstein, Chairman and Chief Executive Officer of Big Entertainment. "CBS's visionary leadership and outstanding media assets, combined with hollywood.com, the premier movie Web site, will enable hollywood.com to be the leading interactive movie entertainment Web site." Strategically, storeRunner.com will benefit from both the CBS Television Network and from CBS's unparalled distribution system of local television stations, radio stations and outdoor advertising venues. storeRunner.com is moving aggressively into local e-commerce, and will be announcing a local shopping system that embraces smaller merchants who previously have not been able to leverage the Internet to better serve existing customers and reach new ones. "The world of e-commerce is growing exponentially," said Mr. Karmazin. "Here again, we believe success will go to those who offer consumers major brands that cut through the clutter. storeRunner.com does just exactly that by putting big brands under one tent where customers can purchase them online. We're also very excited about the potential offered by storeRunner's developing approach to national and local marketing. This mirrors our own mix of national and local audiences and advertisers and represents yet another area in which our partnership can add value." "With the power of CBS's brand name and audience reach, storeRunner.com will be propelled to the forefront of e-commerce," said Dale Sundby, Chairman and Chief Executive Officer, StoreRunner Inc. "CBS's collection of national and local media assets blends perfectly with our ambition to reach all merchants and shoppers." CBS Corporation currently has investments in SportsLine USA, Inc. (NASDAQ: SPLN) and CBS MarketWatch.com (NASDAQ: MKTW) of 20% and 38%, respectively. Today, the market value of the Company's investment in both of these companies exceeds half a billion dollars. Mr. Karmazin added: "We're only at the beginning of our Internet strategy. Our goal is to be as strong a player in new media as we are in the established media of television, radio and outdoor. These investments will join with those in CBS SportsLine USA and CBS MarketWatch to give us equity in four exciting companies that enjoy growing markets for their information, content and services. In a medium with almost infinite channels of communication, we bring the branding and promotional power of our television network, our incomparable portfolio of local media properties, and the broad-based content that will make each site a world-class, top-of-mind destination on the Internet." (More) 3 -3- Completion of the transactions is subject to execution of definitive agreements, customary closing conditions and approvals by the companies' boards of directors. CBS Corporation, the world's largest pure-play media company, is comprised of the CBS Television Network, with programming operations in Entertainment, News, Sports, Syndication and New Media -- including CBS.com and Country.com, as well as stakes in SportsLine USA, Inc. and MarketWatch.com, Inc.; the CBS Television Stations Division, with 14 CBS Owned television stations, seven of which are in the Top 10 markets; CBS Cable, with two country networks, and its regional sports operations, and more than an 80% stake in Infinity Broadcasting Corporation, which includes 160 radio stations and TDI, the Company's outdoor business. The Company recently announced a definitive merger agreement with King World Productions Inc. (NYSE: KWP), distributors of "The Oprah Winfrey Show," "Wheel of Fortune," "Jeopardy" and "The Hollywood Squares." That transaction is expected to close at mid-year. # # # Note: Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Reference is made to the Company's Annual Report on Form 10-K for the 1998 year filed with the Securities and Exchange Commission for additional information concerning such risks and uncertainties. Press Contacts: Gil Schwartz Dana McClintock CBS Corporation CBS Corporation (212) 975-2121 (212) 975-1077 Laurie Silvers Gladys Wall BigE/hollywood.com StoreRunner Inc. (561) 998-8000 x213 (619) 270-8753 -----END PRIVACY-ENHANCED MESSAGE-----