-----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, BQd7xzXlGXyN6bkc6+pdDPjj1YSgi2dst7z+RiCQ9S2i/6G/zvpSByB894DGbcXw t2o7mVWxo42/a7dHoXQE2g== 0000950128-99-000803.txt : 19990607 0000950128-99-000803.hdr.sgml : 19990607 ACCESSION NUMBER: 0000950128-99-000803 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990527 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990604 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: 99640919 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 8-K DATED 5/27/99 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): MAY 27, 1999 CBS CORPORATION ------------------- (Exact name of registrant as specified in its charter) Pennsylvania 25-0877540 - --------------------------- ---------------------- (State or other jurisdiction- (IRS 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 number, including area code) 2 Item 5. Other Events ------------ On May 27, 1999, Infinity Broadcasting Corporation ("Infinity"), a majority-owned subsidiary of the Registrant, issued a press release announcing that Infinity, Burma Acquisition Corp., a wholly-owned subsidiary of Infinity ("Merger Sub"), and Outdoor Systems, Inc. ("OSI") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into OSI, with OSI being the surviving corporation of such merger (the "Merger"). Upon consummation of the Merger, the separate corporate existence of the Merger Sub will cease, and existing stockholders of OSI will become stockholders of Infinity in accordance with the terms of the Merger Agreement. The consideration for the Merger will consist of newly issued shares of Infinity's Class A Common Stock (the "Infinity Class A Common Stock"), having an aggregate value of approximately $6.5 billion, based upon the closing sales price of $26 for Infinity's Class A Common Stock as reported on the New York Stock Exchange on May 26, 1999, plus the assumption of approximately $1.8 billion of debt. At the effective time of the Merger, each outstanding share of common stock, par value $0.01 per share of OSI (the "OSI Common Stock"), will be converted into the right to receive consideration of 1.25 shares of Infinity Class A Common Stock. CBS Broadcasting Inc., a wholly-owned subsidiary of the Registrant, has agreed to vote its interest in Infinity, which represents 95.8% of the combined voting power of Infinity common stock, in favor of the transaction. Arte Moreno, President and Chief Executive Officer of OSI, and William Levine, Chairman of OSI, have agreed to vote their shares, representing approximately 26% of the OSI Common Stock outstanding, in support of the Merger. The consummation of the Merger is subject to certain conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the approval of OSI and Infinity shareholders. 3 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (c) Exhibits Exhibit No. 99.1 Press Release issued by Infinity on May 27, 1999 is Exhibit 99.1 to this Report; 99.2 Agreement and Plan of Merger among Infinity, Merger Sub and OSI, dated as of May 27, 1999, is incorporated herein by reference to Exhibit 99.1 to the Report on Form 8-K of Outdoor Systems, Inc., as filed with the Securities and Exchange Commission on June 3, 1999; 99.3 Stockholders Agreement, dated as of May 27, 1999, among Infinity, William S. Levine, Arturo R. Moreno, Carole D. Moreno, Levine Investments Limited Partnership and BRN Properties Limited Partnership, is incorporated herein by reference to Exhibit 99.2 to the Current Report on Form 8-K of Outdoor Systems, Inc., as filed with the Securities and Exchange Commission on June 3, 1999; 99.4 Voting Agreement, dated as of May 27, 1999, between CBS Broadcasting Inc. and OSI, is incorporated herein by reference to Exhibit 99.3 to the Current Report on Form 8-K of Outdoor Systems, Inc., as filed with the Securities and Exchange Commission on June 3, 1999. 4 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 4, 1999 5 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release EX-99.1 2 PRESS RELEASE 1 Exhibit 99.1 [LOGO] INFINITY BROADCASTING CORPORATION 40 WEST 57TH STREET NEW YORK, N.Y 10019 212-314-9200 INFINITY BROADCASTING CORPORATION TO ACQUIRE OUTDOOR SYSTEMS COMPANIES COMBINE TO FORM WORLD'S PREMIER OUT-OF-HOME MEDIA COMPANY NEW YORK, N.Y., May 27 -- Infinity Broadcasting Corporation (NYSE:INF) and Outdoor Systems, Inc. (NYSE:OSI) today announced a definitive agreement by which Infinity will acquire Outdoor Systems for approximately $6.5 billion in Infinity common stock, plus the assumption of approximately $1.8 billion of debt. The transaction was announced today by Mel Karmazin, Chairman and Chief Executive Officer, Infinity Broadcasting Corporation, and Arte Moreno, President and Chief Executive Officer of Outdoor Systems, Inc. Under the terms of the definitive agreement, which was unanimously approved by the Boards of Directors of Infinity Broadcasting and Outdoor Systems, Inc., Infinity will acquire Outdoor Systems in a transaction in which each share of Outdoor Systems' common stock will have the right to receive consideration of 1.25 shares of Infinity Class A common stock. Under the terms of the agreement, there are no floors or ceilings in determining the exchange ratio. CBS Broadcasting, Inc., the parent of Infinity, has agreed to vote its interest in Infinity, which represents 95.8% of the combined voting power of Infinity common stock, in favor of the transaction. Infinity will therefore issue approximately 250 million shares (on a fully-diluted basis) valued at $6.5 billion, based on an Infinity share price of $26. With the assumption of $1.8 billion of Outdoor Systems' debt, the transaction is valued at approximately $8.3 billion. Upon closing of the acquisition, Mr. Moreno will become Chief Executive Officer of the new Outdoor Systems, a wholly owned subsidiary of Infinity. He will also join the Board of Directors of Infinity Broadcasting Corporation. At the same time, William Levine, Chairman of Outdoor Systems, will also join the Infinity Board of Directors. Mr. Moreno and Mr. Levine have agreed to vote their shares, representing approximately 26% of the Outdoor Systems shares outstanding, in support of the announced acquisition. Mel Karmazin, Chairman and Chief Executive Officer, Infinity Broadcasting Corporation, said: "The acquisition of Outdoor Systems' outstanding portfolio of out-of-home media assets extends our reach and establishes Infinity as the undisputed leader in the outdoor advertising business. Our new, industry-leading outdoor advertising company, combined with the biggest and best radio company in the business, will make Infinity the premier local advertising platform, one that is second to none." -more- 2 -2- Mr. Karmazin added: "Arte Moreno and Bill Levine have done an outstanding job of assembling the finest outdoor assets in the United States, Canada and Mexico. I am looking forward to working with Arte in growing the revenues and cash flow of the combined company." Arte Moreno, President and Chief Executive Officer of Outdoor Systems, Inc. stated: "We are very pleased to become part of Infinity and create the leading out-of-home media company in the world. We strongly believe that the combination of Outdoor Systems with Infinity is a very attractive opportunity for the shareholders and employees of OSI. The new, combined company better positions us to serve our clients." Mr. Karmazin added that the acquisition of Outdoor Systems will be immediately accretive to Infinity on an after-tax cash flow basis. Outdoor Systems is the preeminent outdoor advertising company in the business, with approximately 112,000 bulletin, poster, mall and transit advertising display faces in 90 metropolitan markets in the United States, 13 metropolitan markets in Canada and 44 metropolitan markets in Mexico, and 125,000 subway displays in New York City. OSI has operations in 50 of the 50 largest United States markets, 13 of the 15 largest Canadian markets and 44 of the largest 45 markets in Mexico. It will expand Infinity's existing outdoor advertising company, TDI, which operates 2,000 display faces and more than 1,000,000 other transit displays worldwide. The transaction will make Infinity the largest outdoor media company in the world. William Apfelbaum, President and Chief Executive Officer of TDI, commented: "We're very proud of the job that TDI has done in the last several years. The outdoor advertising business has grown significantly and has been an important contributor to the overall success of Infinity. It has also helped to spawn an entirely new sales organization -- CBS Plus. Outdoor Systems is a very exciting acquisition, and I look forward to working with Arte and his fine organization as we move forward to make the most of the synergies between radio and outdoor, and between Infinity and the entire CBS family." Mr. Apfelbaum will also continue his leadership role of CBS Plus. Mr. Karmazin added: "Extending our reach in outdoor media will also provide an improved platform for growth for our local radio and CBS television stations and the CBS Television Network, which is now #1 in total viewers and households nationwide. We are also enthusiastic about the impact this new, expanded outdoor presence will have on our growing portfolio of internet properties, which are highly dependent on branding for customer awareness on a local and national level." The transaction is subject to certain closing conditions, including the expiration of the Hart-Scott-Rodino waiting period and the approval of Outdoor Systems and Infinity Broadcasting shareholders, and is expected to close in the fall of 1999. -more- 3 -3- Infinity Broadcasting Corporation operates more than 160 radio stations, as well as TDI, the Company's outdoor advertising business. Infinity also manages and holds an equity position in Westwood One, Inc. Infinity Broadcasting Corporation is a subsidiary of CBS Corporation. Upon completion of this transaction, CBS will own 700 million shares of Infinity. Chase Securities, Inc. provided the Board of Directors of Infinity Broadcasting Corporation with a fairness opinion on this transaction. B.T. Alex Brown advised Outdoor Systems, Inc. on the transaction. 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 1998 year filed with the Securities and Exchange Commission for additional information concerning such risks and uncertainties. Press Contacts: Gil Schwartz Farid Suleman CBS Corporation Infinity Broadcasting Corporation (212) 975-2121 (212) 314-9215 -----END PRIVACY-ENHANCED MESSAGE-----