-----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, DE+U5Wvl6wgBo/dhJ6g2+N7m5racplbv0gAtCLG/OlUMJ9Un7hf9W1LEVe51DH9c bhhELPKM6NXW+MUqOYmVlg== 0000950152-99-006331.txt : 19990802 0000950152-99-006331.hdr.sgml : 19990802 ACCESSION NUMBER: 0000950152-99-006331 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990728 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990730 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: 99673890 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): JULY 28, 1999 CBS CORPORATION ------------------- (Exact name of registrant as specified in its charter) Pennsylvania 1-977 25-0877540 - --------------------------- ----------- --------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 July 28, 1999 the Registrant issued a press release regarding the election of Leslie Moonves to the Board of Directors, effective July 28, 1999. On July 29, 1999 the Registrant issued a press release regarding the election of Patty Stonesifer to the Board of Directors, effective December 1, 1999. Item 7. Financial Statements, Pro Forma Financial Information ------------------------------------------------------ and Exhibits ------------ (c) Exhibits Exhibit Description - ------- -------------- 99.1 Press Release concerning the election of Leslie Moonves to the Board of Directors. 99.2 Press Release concerning the election of Patty Stonesifer to the Board of Directors. 3 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: July 29, 1999 EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 [LOGO] CBS CORPORATION 51 WEST 52 STREET NEW YORK, NEW YORK 10019-6188 LESLIE MOONVES SIGNS NEW LONG-TERM AGREEMENT WITH CBS MOONVES ALSO ELECTED TO THE BOARD OF DIRECTORS OF THE CBS CORPORATION NEW YORK, July 28,1999 -- Leslie Moonves, President and Chief Executive Officer of CBS Television, has signed a new, long term agreement with CBS, it was announced today by Mel Karmazin, President and Chief Executive Officer, CBS Corporation. The new agreement is effective immediately, and replaces his existing one with the Company. At the same time, the Company announced that Mr. Moonves has been elected to the Board of Directors of the CBS Corporation. This action, in which Mr. Moonves joins Mr. Karmazin as the Corporation's only other "inside" director, was taken at the Board's regularly scheduled meeting today in Los Angeles, and is effective immediately. "Since I became Chief Executive of CBS, signing Leslie Moonves to a long-term deal has been one of my highest priorities in securing the future of our Company," said Mr. Karmazin. "Leslie has transformed CBS Television into the Number One network. More than that -- the vision and drive he has brought to our organization, and his qualities as a person, have brought new life to our entire Company. I look forward to working with Leslie in the next century - and for many years to come." "There are very few executives in broadcasting who can match Leslie's knowledge, talent and experience," said David T. McLaughlin, Chairman of the Board. "We welcome Leslie to the Board, and look forward to his ongoing insight and contribution." Mr. Moonves is responsible for the programming, sales and marketing operations of all the Company's broadcast television efforts, including CBS Entertainment, CBS News, CBS Sports and CBS Television Stations -- as well as affiliate relations, research and planning and advertising and promotion functions. Additionally, Mr. Moonves oversees CBS Enterprises, which includes CBS's EYEMARK, and all its international activities, including sales and co-productions. Mr. Moonves said: "Under the leadership of Mel Karmazin and this impressive Board, the CBS Corporation has become the industry's most dynamic and vibrant media company, and I truly believe that the best is yet to come. I am thrilled at the prospect of continuing my work with Mel, with this Board, and with the talented executives and employees of our many divisions, as together we chart our very exciting future." (More) 2 CBS Corporation...2 Leslie Moonves joined CBS as President, CBS Entertainment, in July 1995 and was promoted to his current post in April 1998. Under his aegis, CBS leaped from third to first place in the primetime network standings, with programming that appealed to the broadest possible audience. CBS's rise to the top culminated with a first place finish in total viewers and households in the 1998-99 season -- marking the first time CBS has been Number One in these key categories since the 1993-94 season. Mr. Moonves has transformed CBS into America's most watched network by developing successful new series, orchestrating key scheduling moves and building a prolific television movie franchise. Since joining CBS, he developed the hit comedy "Everybody Loves Raymond," acquired "JAG," which now ranks among television's top dramas, and moved "Touched By An Angel" to Sunday night where it has skyrocketed into a perennial top 10 series. He has also built the "CBS Sunday Movie" into the Number One movie showcase on television, and he played an integral role in the formation of "60 Minutes II," which has become a critical and commercial success for the Network, and CBS's new entry into morning hours, "The Early Show," with Bryant Gumbel. In addition, Mr. Moonves has built CBS Productions, the Network's in-house production arm, into one of the top suppliers of network programming. CBSP placed six new series on the Network's 1999-2000 schedule and will have 12 programs on its schedule when the new season begins in the fall. Mr. Moonves joined CBS from Warner Bros. Television, where as President, he oversaw a television division that supplied the greatest number of programs to network television for nine consecutive years, culminating with a record-setting 22 series (including "ER" and "Friends") on the 1995-96 network schedules. He had been President of Warner Bros. Television since July 1993, when Warner Bros. and Lorimar Television combined operations. From 1989 to 1993, he had been President of Lorimar Television. Mr. Moonves has also been a key ambassador and spokesman for the broadcasting industry. President Clinton, describing him as "one of America's most prominent and creative broadcasters," appointed Mr. Moonves to co-chair the Gore Commission, a group charged with drawing up a blueprint for the relationship between digital broadcasters and the federal government. The Commission submitted its recommendations to the White House in December 1998. (More) 3 CBS Corporation...3 Additionally, Mr. Moonves is a member of President Clinton's Advisory Committee on the Arts, the board of directors of the Los Angeles Free Clinic, the board of trustees of the Entertainment Industries Council and the Motion Picture Association of America's Executive Committee on Television Violence, and the board of governors, UCLA Center for Communications Policy. He is a trustee of the National Council for Families and Television and the American Film Institute and is past president of the Hollywood Radio and Television Society. He was recently recognized with an award for significant achievement by the International Radio and Television Society. Mr. Moonves, a native of New York, lives in Los Angeles with his wife, Nancy, and their three children. * * * Press Contacts: Gil Schwartz Chris Ender CBS Corporation CBS Television 212/975-2121 323/575-2021 EX-99.2 3 PRESS RELEASE 1 EXHIBIT 99.2 [LOGO] CBS CORPORATION 51 WEST 52 STREET NEW YORK, NEW YORK 10019-6188 PATTY STONESIFER ELECTED TO BOARD OF DIRECTORS OF THE CBS CORPORATION NEW YORK, July 29, 1999 -- Patty Stonesifer has been elected to the Board of Directors of the CBS Corporation, it was announced by David T. McLaughlin, Chairman of the Board, and Mel Karmazin, President and Chief Executive Officer of the Corporation. She will join the Board on Dec. 1, 1999. As President and Chairman of the Gates Learning Foundation, Ms. Stonesifer leads the group's mission to bridge the "digital divide" and make technology and the Internet accessible to everyone. The Foundation, which has $1.3 billion in assets, was founded by Bill and Melinda Gates in 1997. "We welcome Patty Stonesifer to the CBS Board," said Mr. McLaughlin. "Her distinguished background in the world of new media will be invaluable to the Corporation as Mel and his team increase our presence in that important area." Mr. Karmazin stated: "It is becoming increasingly clear that the future of the established media lies in our understanding of and participation in the developing technologies. As the computer and the Internet take ever more dynamic roles in the home, we will continue to grow our role in the new media that deliver content to our many audiences. In that regard, we look forward to the new dimension Patty's thinking will bring to our Board." Prior to being asked by Bill and Melinda Gates to launch the work of the foundation, Ms. Stonesifer held a Senior Vice President position at Microsoft, managing the company's investments in education and consumer software, as well as new online content and service. Ms. Stonesifer also serves on the boards of amazon.com, Alaska Air Group, Inc., Kinko's Inc., The Seattle Foundation and the YWCA of King County. She is a graduate of the Indiana University and lives in Seattle. CBS Corporation, the world's largest pure-play media company, is comprised of the CBS Television Network, with programming operations in Entertainment, News, Sports and Syndication; the CBS Television Stations Division, with 14 CBS owned television stations, seven of which are in the Top 10 markets; CBS Cable, with two country networks, and its regional sports operations; and more than 80% stake in Infinity Broadcasting Corporation, which includes more than 160 radio stations and TDI, the Company's outdoor business. * * * Press Contacts: Gil Schwartz Michael G. Silver CBS Corporation CBS Corporation 212/975-2121 212/975-3161 -----END PRIVACY-ENHANCED MESSAGE-----