-----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, MxoZGh910ZMD/93mHjcePYdoF2ILszrRKJYxmIAX1Epya15UAieXneaNJ0nuwZa1 tjvzVdxEyUD0XiMvs0ENyw== 0000947871-06-000683.txt : 20060406 0000947871-06-000683.hdr.sgml : 20060406 20060406141011 ACCESSION NUMBER: 0000947871-06-000683 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060406 DATE AS OF CHANGE: 20060406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000813828 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 042949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-38637 FILM NUMBER: 06744528 BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: VIACOM INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000813828 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 042949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: VIACOM INC DATE OF NAME CHANGE: 19920703 SC TO-C 1 sctoc_040506.txt SCHEDULE TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- SCHEDULE TO-C Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 -------------- CBS CORPORATION (Name of Subject Company (Issuer)) -------------- CBS CORPORATION (Name of Filing Person-Issuer and Offeror) Options to Purchase Class B Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 124857202 (CUSIP Number of Class of Securities) Louis J. Briskman Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, New York 10019 (212) 975-4321 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) -------------- Copy to: Linda E. Rappaport, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 (212) 848-4000 Calculation of Filing Fee Transaction valuation Amount of filing fee - ------------------------------ ------------------------------ Not applicable* Not applicable* *A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable ------------------------------ Form or Registration No.: Not applicable ---------------------------- Filing Party: Not applicable ---------------------------------------- Date Filed: Not applicable ------------------------------------------ [ X ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ================================================================================ 2 - -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit No. - -------- 99.1 Letter to Employees Holding Options, dated April 6, 2006. 3 EX-99.1 2 ex99-1_040506.txt MEMORANDUM TO EMPLOYEES Exhibit 99.1 From: Leslie Moonves To: Employees Holding Options Date: April 6, 2006 Re: Changes to Long-Term Incentives Voluntary Exchange Offer ------------------------ I am pleased to announce a "Voluntary Exchange Offer" for U.S. employees of the Company who have received stock options under the Company's long-term incentive programs, including Fund the Future and Share the Vision. What this means to those of you who have outstanding stock options is that soon you will be offered the opportunity to exchange your options for real, tangible shares in the new CBS Corporation, and the dividends that go along with them. Under the exchange offer, you will be able to turn in your options at 75% of their estimated value in exchange for actual shares with a new vesting period. That value is derived using a commonly-used option pricing model. And unlike stock options, these shares will accrue dividends as dividends are paid on our common stock. Currently our quarterly dividend is 16 cents per share, yielding a return of 2.6%. We expect the Voluntary Exchange Offer to commence toward the end of the month and to remain open through most of May. Recognizing that you may have questions, we have retained the services of Ernst & Young LLP to offer information as well as a call center designed to assist you as you make your decision as to whether to elect to make the exchange. This program applies to the many thousands of U.S. employees of the Company who hold options granted under Fund the Future and other programs. Fund the Future was originally intended to provide a source for participants to build wealth that they could save and invest. I am particularly pleased that the vast majority of our employees will now be able to recognize real value from that source. As we chart the future of the new CBS Corporation, it is pivotal that we have the means to help employees grow a stake in the future of our company, and to retain and motivate key performers. It is also crucial that we align our incentive programs with the long-term goals of the corporation, which include returning value to shareholders through dividends. By allowing our employees to choose between keeping their stock options or exchanging them for actual shares of restricted stock (and the dividends that go along with them), we will strengthen that tie between the long-term interests of our employees and those of our investors. We will also ensure that employees are motivated by the long term incentives that each choice represents, whether they choose to remain with the potential value of options or the discounted but tangible value of restricted shares. At the same time, because there will be a vesting requirement on restricted shares received in exchange for options, we will also improve our retention of top performers. We are delighted to offer this opportunity, and believe it will benefit employees and shareholders alike. 2006 Fund the Future Program ---------------------------- For those of you who are eligible to participate in our Fund the Future Program, I am also pleased to announce that CBS's Fund the Future grant this year will consist of restricted share units (RSU) rather than options. This change, combined with the Voluntary Exchange Offer, now provides those employees who are currently eligible to participate in Fund the Future with an opportunity to realize tangible value that they can save and invest to fund the future, consistent with the program's original purpose. The restricted share units are subject to a three-year vesting requirement. To determine your RSU grant: 1. Calculate 10% of your annual base pay or benefit base 2. Divide the amount by the closing price of CBS Class B Common Stock on April 3, 2006 ($24.70) 3. Divide that amount by 4 to get the number of RSUs awarded To help estimate your grant, below is an example assuming $10,000 of annual base pay. $10,000 X .10 = 1000 1000 / $24.70 = 40.5 40.5 / 4 = 10 restricted share units For more information on how this change affects your Fund the Future grant for 2006, and for other related questions, visit the CBS Human Resources website http://hr.cbs.com. Legal Notices ------------- Voluntary Exchange Offer The underlying plan for the Voluntary Exchange Offer is subject to shareholder approval. This program will be governed by the actual terms and conditions which will be set forth in the offering document provided to you at the commencement of the offer. For more information on the program, please review our Form-8K filed on March 17, 2006, which can be accessed on our website, www.cbscorporation.com. Inquiries should be directed to: CBS Corporation Investor Relations Telephone: (212) 975-8571 Internet: www.cbscorporation.com. CBS Corporation ("CBS") has not commenced the Voluntary Exchange Offer to which this communication pertains. Holders of CBS options are strongly advised to read the Offer to Exchange that will be filed on Schedule TO (Tender Offer) and other documents related to the Voluntary Exchange Offer to be filed with the Securities and Exchange Commission when they become available because they will contain important information. Holders of CBS options may obtain copies of these documents for free, when available, at the Securities and Exchange Commission website at www.sec.gov or from CBS's Human Resources department. Fund the Future Program The 2006 Fund the Future Program, including eligibility to participate, the number of RSUs granted, vesting schedules and other terms and conditions, is governed by the Company's 2004 Long-Term Management Incentive Plan and the Fund the Future Program booklet, dated as of April 1, 2006, together with the Restricted Share Unit Terms and Conditions attached thereto. For more information on the Fund the Future Program, please review the Program Booklet, which will be accessible via the Smith Barney website at www.benefitaccess.com after you receive notice of your grant. -----END PRIVACY-ENHANCED MESSAGE-----