-----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, Ijrh6Jpz8WXGvlF0Y8q30UALDqR6IqSry2fnBPSPaU7u6z7YMcCrZUOmhdSOlq96 6CM+DDFSEAH/qMg4WWKcrg== 0000950128-98-000844.txt : 19980608 0000950128-98-000844.hdr.sgml : 19980608 ACCESSION NUMBER: 0000950128-98-000844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980605 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980605 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: 98643079 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): June 5, 1998 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) 2 Item 5. Other Events On June 5, 1998, the Registrant issued a press release announcing the completion of its acquisition of American Radio Systems. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99 Press release issued by the Registrant on June 5, 1998, is filed as Exhibit 99 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: June 5, 1998 3 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 99 Press Release EX-99 2 CBS CORPORATION 1 Exhibit 99 [CBS Corporation Logo] 51 WEST 52 STREET NEW YORK, NEW YORK 10019-6188 June 5, 1998 CBS CORPORATION COMPLETES ACQUISITION OF AMERICAN RADIO SYSTEMS FOR $2.6 BILLION NEW YORK, June 4, 1998 -- CBS Corporation (NYSE:CBS) announced today that it has completed the acquisition of American Radio Systems' (NYSE:AFM) radio broadcasting operations (ARS) for approximately $2.6 billion, including the assumption of debt. ARS is one of the nation's largest radio broadcasting companies with more than 90 radio stations located in 19 predominately top 50 markets, including several major markets where CBS has existing radio and television stations. Mel Karmazin, President and Chief Operating Officer, CBS Corporation, commented: "We are pleased to have completed this significant acquisition which further strengthens CBS's investment in the fast growing radio industry. The ARS radio properties are a very attractive group of radio stations, which enables CBS Radio to expand into new top 50 markets and increase its position in its existing major markets. As a result of this acquisition, we expect the CBS Radio Station Group, including the out-of-home media company, to represent over 65% of the Company's future operating cash flow." Mr. Karmazin added that CBS expects to continue to make additional investments in its radio and out-of-home businesses. * * * 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 that may cause the actual results, performance or achievement 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 From 10-K for the 1997 fiscal year filed with the Securities and Exchange Commission for additional information concerning such risks and uncertainties. Contacts: Jack Bergen CBS Corporation 212/975-3835 -----END PRIVACY-ENHANCED MESSAGE-----