-----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, VpnH5hUcCwJB7fFfLjYSKIsKwaHRwORW9vPvCkRvIltFab6M+B5wliadi+uD5m64 K4elavTpqsbKMkkEmTy5IA== 0000950128-98-001002.txt : 19980831 0000950128-98-001002.hdr.sgml : 19980831 ACCESSION NUMBER: 0000950128-98-001002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980827 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980828 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: 98699712 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): August 27, 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 August 27, 1998, the Registrant issued a press release announcing its intention to offer up to 20% of its radio/outdoor group for sale in an initial public offering. 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 August 27, 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: August 28, 1998 3 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 99 Press Release EX-99 2 CBS CORPORATION 1 Exhibit 99 [CBS CORPORATION LOGO] CBS CORPORATION 51 WEST 62 STREET NEW YORK, NEW YORK 10019-6188 August 27, 1998 CBS CORPORATION ANNOUNCES PLAN TO OFFER UP TO 20% OF ITS RADIO/OUTDOOR GROUP IN A PUBLIC OFFERING NEW COMPANY TO BE CALLED INFINITY BROADCASTING EXISTING CBS MANAGEMENT TO LEAD BOTH COMPANIES NEW YORK, Aug. 27, 1998 -- CBS Corporation (NYSE-CBS) announced that it intends to offer up to 20% of its radio/outdoor group for sale in an initial public offering. The new company, which will be called Infinity Broadcasting, will consist of CBS Corporation's radio and outdoor businesses, which are currently reported as the Company's radio segment. The CBS Corporation, which will own at least 80% of the new entity after the offering, will continue to operate the CBS Television Group, which consists of the 14 owned CBS Television stations, one of the largest groups in the industry covering 32% of the nation with stations in all six top U.S. markets, the CBS Television network -- an industry leader for 50 years in Entertainment, News, Sports and Syndication, and CBS Cable, owner of TNN (The Nashville Network) and CMT (Country Music Television). The new Infinity Broadcasting will own and operate the world's largest radio group, with more than 155 radio stations, 80 of which are in the Top 20 U.S. markets. Also included in the radio segment are TDI, one of the largest outdoor advertising companies in the nation, and the Company's minority equity investment in Westwood One, the largest producer and distributor of news, talk, sports and entertainment radio programming in the United States. CBS Corporation and Infinity will operate under existing common management and continue to take advantage of revenue opportunities across radio, outdoor, television stations, cable and network. As the present chairman and chief executive officer of CBS Radio Group, Mel Karmazin will hold that same title at the new Infinity. He will continue to hold the post of President and Chief Operating Officer of CBS Corporation. (More) 2 CBS Corporation...2 In commenting on the transaction, Michael H. Jordan, Chairman and Chief Executive Officer, CBS Corporation, said, "We believe that in offering shares of the new Infinity Broadcasting, we will unlock the value of our largest and fastest-growing operating segment -- our radio and outdoor businesses. At the same time, the offering should create a company with significant borrowing capacity, as well as an attractive stock, for radio and outdoor acquisition opportunities. CBS Corporation, with its 80% ownership in Infinity and its very strong Television Group operations, should continue to represent an attractive investment vehicle for future growth. Both companies, benefitting from common management, will maintain their focus on ongoing revenue and margin improvement and the growth of shareholder value." CBS Corporation expects Infinity Broadcasting to file a registration statement with the Securities and Exchange Commission in the third quarter and to complete the offering by year-end, subject to market conditions, regulatory approvals and final Board approval. Proceeds from the offering are expected to be used for general corporate purposes. "In undertaking this action, we build and enhance the value of CBS Corporation for its shareholders and realize significant benefits for the new Infinity Broadcasting as well," said Mel Karmazin, President and Chief Operating Officer, CBS Corporation. "CBS will continue to be the majority owner of the world's premier radio entity and to utilize the entire portfolio of the media assets under the CBS umbrella, in order to achieve maximum synergies that will benefit listeners, viewers and advertisers alike." The Company also announced that as a part of its continuing process of streamlining its operations and cost structures, the Company will likely take a restructuring charge of $50 million to $70 million in the third quarter of 1998. These efforts, which largely focus on network and corporate overhead costs, are part of the Company's continuing commitment to improve profitability and to redefine the CBS Television Network for success in the multi-channel environment of the future. This is not an offering of securities, which will be made only by a prospectus. 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 1997 year filed with the Securities and Exchange Commission for additional information concerning such risks and uncertainties. * * * Contact: Gil Schwartz CBS Corporation 212-975-2121 Dana McClintock CBS Corporation 212-975-1077 -----END PRIVACY-ENHANCED MESSAGE-----