-----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, TE7dm7JYErtG0jDXKOK1YyWfO2RnUrCGZn5WtwxnGmj6KxnCuVIzAlAYGAJX8dgY BDY2/VFjzrJbLcwMuEOWOA== 0000950128-97-001087.txt : 19971209 0000950128-97-001087.hdr.sgml : 19971209 ACCESSION NUMBER: 0000950128-97-001087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971208 SROS: NYSE 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: 97733897 BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222-1384 BUSINESS PHONE: 4122442000 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): December 3, 1997 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) Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222-1384 - ------------------------------------------------------------------------------ (Address of principal executive offices; zip code) (412) 244-2000 -------------- (Registrant's Telephone No., including area code) 2 Item 5. Other Events ------------ On December 3, 1997, the Registrant issued a press release regarding the election of two additional directors to the Board of Directors. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit No. 99.1 Press Release concerning the election of two addition directors to the Board of Directors. 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 Assistant General Counsel Date: December 8, 1997 3 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 99.1 Press Release EX-99.1 2 CBS CORPORATION 1 Exhibit 99.1 December 3, 1997 CBS CORPORATION ELECTS TWO ADDITIONAL DIRECTORS Martin C. Dickinson, Director, Scripps Bank; Jan Leschly, Chief Executive, SmithKline Beecham Martin C. Dickinson, Director, Scripps Bank, and Chairman of the Board of the Scripps Foundation for Medicine and Science, and Jan Leschly, Chief Executive, SmithKline Beecham, have been elected to join the Board of Directors of the CBS Corporation, it was announced by Michael H. Jordan, Chairman and Chief Executive Officer, CBS Corporation. "These two accomplished business leaders bring valuable financial and market experience to the new CBS Corporation," Mr. Jordan said. "Jan Leschly's insights into the pharmaceutical industry, one of the fastest growing advertising categories, as well as his unsurpassed international business expertise, will be invaluable. Martin Dickinson brings a wealth of financial experience that helped to guide the expansion of Gaylord Entertainment and will be equally useful as CBS Corporation grows in the coming years." Mr. Dickinson has had a long and distinguished career in banking. He is currently a Director of Scripps Bank and served as Senior Credit Officer at Scripps for a decade. Prior to that, he held various posts at other major West Coast banks. He currently serves on a number of corporate and charitable boards. Mr. Dickinson is a graduate of Pomona College (B.A., economics) and Stanford University (M.B.A., finance) and served as an officer in the United States Navy. Mr. Dickinson is a Director of the Gaylord Entertainment Company. In 1997 Westinghouse/CBS acquired two major cable networks, TNN: The Nashville Network and CMT: Country Music Television from Gaylord. Mr. Leschly has been Chief Executive, SmithKline Beecham, one of the world's leading health care companies, since 1994. In his first year in that post, he was named one of Business Week's top 25 managers, won the Wall Street Transcript Gold Medal Award for the pharmaceutical industry and received the 1995 Pharmacy Practitioner of the Year Award from the FIP (Federation Internationale Pharmacetique) Foundation for Education and Research. He joined SmithKline Beecham in 1990 as Chairman of its worldwide pharmaceutical business and member of the Board of Directors. Under his leadership, the division led the company to double-digit sales and profit growth. (over) 2 CBS Corporation...2 Previously, Mr. Leschly had been President and Chief Operating Officer, Squibb Corporation, after serving for a decade in several major posts at Squibb. Mr. Leschly has served on a number of boards in Europe and the United States. He is a graduate of the Copenhagen College (B.S., pharmacy) and the Copenhagen School of Economics and Business Administration (B.S., business administration). He is also well known for his successes in professional tennis -- ranking 10th in the world in 1965, competing in 16 Wimbledon tournaments and representing his native Denmark in the Davis Cup. Mr. Leschly will join the Board effective at its January meeting. Mr. Dickinson will join the Board effective at the later of its January meeting or completion of certain regulatory reviews. Mr. Leschly and Mr. Dickinson will join the former members of the Board of Directors of the Westinghouse Electric Corporation who now comprise the Board of the CBS Corporation: Frank C. Carlucci, Chairman, The Carlyle Group; Robert E. Cawthorn, Chairman Emeritus, Rhone-Poulenc Rorer, Inc.; George H. Conrades, Corporate Executive Vice President and President, GTE Internetworking; William H. Gray, President and Chief Executive Officer, The College Fund/UNCF; Mr Jordan; Mel Karmazin, Chairman and Chief Executive Officer, CBS Station Group; Hon. David K. P. Li, Chairman and Chief Executive Officer, The Bank of East Asia, Limited; David T. McLaughlin, President Emeritus of the Aspen Foundation; Richard R. Pivirotto, President, Richard R. Pivirotto Co., Inc.; Raymond W. Smith, Chairman and Chief Executive Officer, Bell Atlantic Corporation; Paula Stern, Ph.D., President , The Stern Group, Inc., and Robert D. Walter, Chairman and Chief Executive Officer, Cardinal Health, Inc. # # # Contacts: Jack Bergen CBS Corporation 212/975-3835 Michael Silver CBS Corporation 212/975-3161 -----END PRIVACY-ENHANCED MESSAGE-----