-----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, Ve9X9zbM3rhQzwUD0lihKH7oxn47U2ITO7iwfwH5pH3A/ipynZBOdtFWlnHe1ndD aiw5ewBl48eWKu/4nnUPHA== 0000950128-98-001084.txt : 19981030 0000950128-98-001084.hdr.sgml : 19981030 ACCESSION NUMBER: 0000950128-98-001084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981028 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981029 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: 98732809 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): October 28, 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 October 28, 1998, the Registrant issued a press release announcing Michael H. Jordan to retire at year end and Mel Karmazin to succeed Jordan as Chief Executive Officer of CBS Corporation. 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 October 28, 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: October 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 October 28, 1998 MICHAEL H. JORDAN TO RETIRE AT YEAR-END MEL KARMAZIN TO SUCCEED JORDAN AS CHIEF EXECUTIVE OFFICER, CBS CORPORATION CBS Corporation announced today that Michael H. Jordan, Chairman and Chief Executive Officer, has declared his intention to retire at the end of 1998. At the same time, the CBS Board of Directors announced that is has elected Mel Karmazin, the Company's President and Chief Operating Officer, to succeed Mr. Jordan as Chief Executive Officer of the Corporation, effective Jan. 1, 1999. The Board intends to elect a chairman by that date. "By the end of 1998, with the completion of the last of our industrial divestitures, we will have brought to a close the corporate transformation we began in 1993," said Mr. Jordan. "Our media resources, our management team and the value of our Company have all shown dramatic progress. I believe that, by the end of this year, we will have delivered on my personal goal of changing the conglomerate that was Westinghouse into one of the finest media enterprises in the world. I can think of no more appropriate time to move on to other challenges, and no better person to carry CBS forward than Mel Karmazin." "With patience and incredible strategic vision, Mike Jordan has reshaped Westinghouse into a new corporation with enormous value and almost unlimited possibilities," said Mr. Karmazin. "It is an honor to succeed him in moving this Company into the future. The road ahead is very exciting. Working with Leslie Moonves at CBS Television and the great team of people who lead this Company in news, sports, entertainment and station operations, I look forward to building on CBS's record of commitment to the public and to our shareholders." In his new role, Mr. Karmazin will assume responsibility for the strategic direction of the Company, while continuing to oversee the full range of CBS operations: CBS Television, including the Network and all its associated enterprises and support functions; CBS Cable -- the leader in country lifestyle entertainment -- and the CBS Station Group, comprised of CBS Radio, with more than 160 stations and radio networks that serve the industry, and the 14 CBS Owned television stations, as well as TDI, the Company's outdoor business. (More) 2 CBS Corporation...2 Mr. Karmazin has been President and Chief Operating Officer of CBS Corporation since April 7, 1998. He joined in January 1997 as Chairman and Chief Executive Officer of CBS Radio through a merger of CBS Radio and Infinity Broadcasting, where he had served as President and Chief Executive Officer since 1981. He was named Chairman and Chief Executive Officer, CBS Station Group -- both radio and television station operations -- in May 1997. Mr. Jordan has served as Chairman and Chief Executive Officer of CBS Corporation -- until Dec. 1, 1997, known as Westinghouse Electric Corporation -- since June of 1993. He has overseen a major transformation of the corporation from an industrial conglomerate to a company wholly focused on the media business. Under Mr. Jordan's direction, the company, which at that time had five television and 18 radio stations, acquired CBS Inc. (1995), Infinity Broadcasting (1996), Gaylord Entertainment Company's cable properties TNN and CMT (1997) and the radio broadcasting operations of American Radio Systems (1998). Before joining Westinghouse, Mr. Jordan was a partner with Clayton, Dubilier and Rice, a private investment form based in New York City. Prior to that, he spent 18 years with PepsiCo. After joining PepsiCo. in 1974 as Director of Planning, he held senior management positions with PepsiCo. International, PepsiCo. Food International and Frito Lay Division. He was also Chief Financial Officer and President of PepsiCo. Inc. * * * Contact: Gil Schwartz CBS/Communications 212-975-2121 -----END PRIVACY-ENHANCED MESSAGE-----