-----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, K8W9WSRta0H57NK8iLLo+bnHBrqpe3myc/+qyB0ERn/E8aRhnn0WXzxdUkcvwJ5u 9sR1ymTiRoRiX+kQ4rpLyw== 0000950128-98-000885.txt : 19980630 0000950128-98-000885.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950128-98-000885 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980605 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980629 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: 98656417 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 26, 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 26, 1998, the Registrant issued a press release announcing the signing of a definitive agreement to sell its remaining industrial businesses. 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 26, 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 29, 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 CBS CORPORATION SELLS REMAINING WESTINGHOUSE INDUSTRIAL BUSINESSES NEW YORK, June 26, 1998 -- CBS Corporation (NYSE:CBS) announced today that it has signed a definitive agreement to sell its nuclear power and government operations businesses to a joint venture led by Morrison Knudsen Corporation (NYSE:MK) in a transaction valued at approximately $1.2 billion, including $238 million in cash and the assumption by the buyers of liabilities, commitments and obligations totaling approximately $950 million. With the close of this transaction, and the recently announced sale of the Process Control Division for $265 million, the divestiture of all of the Westinghouse industrial businesses will be completed. The joint venture, which will include minority participation by BNFL, will form a new holding company, called the Westinghouse Electric Company, that will be based in Monroeville, Pa. Dr. Charles W. Pryor, who currently heads the Westinghouse industrial businesses, will serve as President and Chief Executive Officer of that holding company. Michael H. Jordan, Chairman and Chief Executive Officer of CBS Corporation, said: "With this transaction, the transformation of the former Westinghouse into the CBS Corporation--a pureplay media company with high free cash flow growth--is complete. All of the major industrial businesses are now matched with strong strategic players to enhance their growth prospects, to provide new opportunities for Westinghouse employees, and to better serve and discharge their obligations to their customers. And for our shareholders, the divestiture option we selected for the industrial businesses has generated significantly enhanced value." Since August 1997, CBS Corporation has announced sales of former Westinghouse assets totaling more than $5.7 billion in value--more than $4.6 billion in cash has been received and almost $1.1 billion in liabilities has been assumed by the buyers. The transaction is subject to government reviews and is expected to close before the end of this year. * * * Contacts: Jack Bergen/CBS Corporation 212/975-3835 -----END PRIVACY-ENHANCED MESSAGE-----