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0000950136-06-004051.txt : 20080717
0000950136-06-004051.hdr.sgml : 20070201
20060518194030
ACCESSION NUMBER: 0000950136-06-004051
CONFORMED SUBMISSION TYPE: SC TO-I/A
PUBLIC DOCUMENT COUNT: 9
FILED AS OF DATE: 20060519
DATE AS OF CHANGE: 20060718
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-I/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-38637
FILM NUMBER: 06853432
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-I/A
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-I/A
1
file001.htm
SC TO-I/A
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
(Rule
13e-4)
Tender Offer Statement Under Section
14(d)(1) or 13(e)(1)
of the Securities Exchange Act of
1934
(Amendment No. 5)
CBS
CORPORATION
(Name of Subject
Company)
CBS
CORPORATION
(Names of Filing Persons
(Offeror and Issuer))
Certain 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 Persons Authorized to Receive Notices
and
Communications on Behalf of filing
persons)
Copy
to:
Linda E. Rappaport, Esq.
Shearman & Sterling
LLP
599 Lexington Avenue
New York, New York 10022
(212)
848-4000
Copy to:
Christa A.
D’Alimonte, Esq.
Shearman & Sterling LLP
599
Lexington Avenue
New York, New York 10022
(212)
848-4000
CALCULATION OF FILING
FEE
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Transaction
Valuation* |
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Amount of Filing
Fee |
$400,691,855.00 |
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$80,138.37 |
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* |
Calculated
solely for the purposes of determining the filing fee. This amount
assumes that options to purchase 95,698,884 shares of Class B Common
Stock of CBS Corporation having an aggregate vale of $400,691,855 will
be exchanged pursuant to this offer. The aggregate value of such
options was calculated using the Black-Scholes option pricing model.
The amount of the filing fee, calculated in accordance with Rule
0-11(b) of the Securities and Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the
transaction. |
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Check the 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. |
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Amount
Previously Paid: $80,138.37 |
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Filing Party: CBS
Corporation |
Form or Registration No.: Schedule
TO |
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Date Filed: May 3,
2006 |
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Check the box if the
filing relates solely to preliminary communications made before the
commencement of a tender offer. |
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Check
the appropriate boxes to designate any transactions to which the
statement relates: |
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third-party tender
offer subject to Rule 14d-1. |
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issuer
tender offer subject to Rule
13e-4. |
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going-private transaction
subject to Rule 13e-3. |
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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:
This
Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission (the
‘‘SEC’’) on May 3, 2006, as
amended by Amendment No. 1 thereto filed with the SEC on May
5, 2006, Amendment No. 2 thereto filed with the SEC on
May 9, 2006, Amendment No. 3 thereto filed with the SEC
on May 11, 2006 and Amendment No. 4 thereto filed with
the SEC on May 16, 2006 (the Tender Offer Statement on
Schedule TO as so amended, the ‘‘Schedule
TO’’), by CBS Corporation, a Delaware corporation (the
‘‘Company’’). The Schedule TO relates to
the offer by the Company to eligible employees of the Company, as
defined in the Offer to Exchange, dated May 3, 2006,
which is attached to the Schedule TO as Exhibit (a)(1) (the
‘‘Offer to Exchange’’), to tender their
currently outstanding options to purchase shares of Class B Common
Stock of the Company that were issued prior to January 1,
2006 in exchange for restricted shares (for eligible employees who are
subject to United States income tax) or restricted share units (for
other eligible employees). The restricted shares and restricted share
units will be granted upon the terms and subject to the conditions
described in the Offer to Exchange.
Item 1. Summary Term
Sheet.
The information set forth in Item 1 is hereby
amended as follows:
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(1) |
The second
sentence of the introductory paragraph on page 1 of the Offer to
Exchange is amended and restated in its entirety as follows:
‘‘We urge you to read this entire Offer to Exchange and
the related Letter of Transmittal carefully because they contain the
full details of the Voluntary Exchange Offer’’. |
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(2) |
The response to Q6. on page 2 of the
Offer to Exchange under ‘‘Summary Term
Sheet’’ is hereby amended by adding as the last full
paragraph on page 2 the following: ‘‘Pursuant to this
formula, the product of ‘‘N’’ (the
number of eligible options included in the particular award for which
the calculation is being made) times
‘‘AV’’ (the attributed Black-Scholes
values of the eligible options) is multiplied by 0.75 before being
divided by ‘‘REF’’ (the reference
price for the CBS Class B Common Stock of $24.9340 per share). This
means that you will receive restricted shares or RSUs whose value,
based on the reference price of $24.9340 per share, is 75% of
the attributed Black-Scholes value of the eligible options that you
tender. The CBS Board of Directors decided to offer eligible employees
restricted shares or RSUs whose value is less than 100% of the
attributed Black-Scholes value of the employee’s eligible
options in view of the different risk profile of restricted shares and
RSUs, on the one hand, and options, on the other hand. See Question 11
below.’’ |
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(3) |
The fourth
and fifth sentences of the response to Q9. on page 3 of the Offer to
Exchange under ‘‘Summary Term Sheet’’ are
hereby deleted and replaced in their entirety with the following:
"For example, if you were awarded stock options with an
exercise price of $22 (equal to the fair market value of a share of CBS
Class B Common Stock at the time of grant), and the market price of CBS
Class B Common Stock subsequently declined to $19 per share, your
options, even if vested and exercisable, would have no intrinsic value,
since you would have to pay more to purchase the shares ($22 per share)
than you could realize from selling the shares ($19 per share). On the
other hand, if you were awarded 100 restricted shares or RSUs when the
market price of the CBS Class B Common Stock was $22 per share, then
even if the market price of CBS Class B Common Stock was only $19 on
the vesting date, the shares that you held at vesting would have a
market value of $1,900. Assuming that you satisfy the vesting
requirements, restricted shares and RSUs thus enable you to realize
value in situations where stock options do not. Options, in other
words, present greater market-price risks. Because of the different
risk profile of restricted shares and RSUs, on the one hand, and
options, on the other hand, the CBS Board of Directors believes it is
fair and appropriate to offer eligible employees restricted shares or
RSUs whose value is less than 100% of the value attributed to
the employee’s eligible options.’’ |
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(4) |
The response to Q11. on page 4 of the
Offer to Exchange under ‘‘Summary Term
Sheet’’ is hereby amended by adding the following
sentence at the end thereof: "The CBS Board of
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2
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Directors and its Compensation Committee
believe that a vesting requirement for restricted shares and RSUs will
increase the likelihood that eligible employees who participate in the
Voluntary Exchange Offer will remain in employment with CBS and its
subsidiaries through the applicable vesting
dates.’’ |
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(5) |
The response
to Q20. on page 7 of the Offer to Exchange under
‘‘Summary Term Sheet’’ is hereby amended by
deleting the first sentence in the second paragraph of such response
and replacing it with the following sentence: ‘‘Upon
issuance and prior to vesting, restricted shares awarded to you in
connection with the Voluntary Exchange Offer will be registered in your
name or held for your benefit on the books and records maintained for
CBS by the transfer agent for CBS Class B Common Stock (currently the
Bank of New York).’’ |
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(6) |
The response to Q25. on page 8 of the
Offer to Exchange under "Summary Term Sheet"
is hereby amended by deleting the second paragraph of such response and
replacing it with the following paragraph: ‘‘Under
applicable regulations of the Treasury Department, if we were to extend
the Voluntary Exchange Offer, any of your in-the-money eligible options
that are considered incentive stock options for tax purposes would
automatically be converted to non-qualified stock options (whether or
not you elected to participate in the Voluntary Exchange Offer). In
order to preserve the favorable tax treatment available to holders of
incentive stock options, in-the-money options that are incentive stock
options will no longer be considered eligible options in the event that
we extend the Voluntary Exchange Offer. See Section 13 of this Offer to
Exchange for an explanation of how the Treasury Department regulations
operate.’’ |
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Item 2. |
Subject
Company Information |
The information set forth in Item
2(b) is hereby amended and supplemented by the
following:
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(1) |
Section 1.
(‘‘Number of Restricted Shares or RSUs;
Expiration’’) of the Offer to Exchange is hereby amended
by adding, as the paragraph immediately following the definition of
‘‘REF’’ on page 14 of the Offer to
Exchange, the following: ‘‘Pursuant to this formula, the
product of ‘‘N’’ (the number of
eligible options included in the particular award for which the
calculation is being made) times
‘‘AV’’ (the attributed Black-Scholes
values of the eligible options) is multiplied by 0.75 before being
divided by ‘‘REF’’ (the reference
price for the CBS Class B Common Stock of $24.9340 per share). This
means that you will receive restricted shares or RSUs whose value,
based on the reference price of $24.9340 per share, is 75% of
the attributed Black-Scholes value of the eligible options that you
tender. The CBS Board of Directors decided to offer eligible employees
restricted shares or RSUs whose value is less than 100% of the
attributed Black-Scholes value of the employee's eligible options
in view of the different risk profile of restricted shares and RSUs, on
the one hand, and options, on the other
hand.’’ |
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Item 4. |
Terms of the
Transaction. |
Item 4(a) is hereby amended as
follows:
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(1) |
Item 4(a) of the Schedule
TO is hereby amended and restated in its entirety as follows:
‘‘The information set forth in the Offer to Exchange
under ‘‘Summary Term Sheet’’,
‘‘Section 1. Number of Restricted Shares or RSUs;
Expiration’’, ‘‘Section 3.
Procedures; Acceptance of Options’’,
‘‘Section 4. Withdrawal Rights’’,
‘‘Section 5. Acceptance of Options for Cancellation;
Issuance of Restricted Shares and RSUs’’,
‘‘Section 6. Conditions of the Voluntary Exchange
Offer’’, ‘‘Section 8. Source and
Amount of Consideration; Terms of Restricted Shares and
RSUs’’, ‘‘Section 11. Accounting
Consequences of the Voluntary Exchange Offer; Status of Options
Accepted for Exchange by Us in the Voluntary Exchange
Offer’’, ‘‘Section 12. Legal
Matters; Regulatory Approvals’’,
‘‘Section 13. Material United States Tax
Consequences’’, ‘‘Section 14.
Material Tax Consequences and Other Issues in Certain
Countries’’, and ‘‘Section 15.
Extension of Voluntary Exchange Offer; Termination;
Amendment’’ is incorporated herein by
reference.’’ |
3
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(2) |
Paragraph
(a)(ii) on page 20 of the Offer to Exchange under Section 6
(‘‘Conditions of the Voluntary Exchange
Offer’’) is hereby amended by deleting the words
‘‘, operations or prospects’’ and replacing
them with the words ‘‘or
operations’’. |
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(3) |
Paragraph
(b)(iv) on page 21 of the Offer to Exchange under Section 6
(‘‘Conditions of the Voluntary Exchange
Offer’’) is hereby amended by deleting the words
‘‘, operations or prospects’’ and replacing
them with the words ‘‘or
operations’’. |
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(4) |
Paragraph
(c)(vi) on page 21 of the Offer to Exchange under Section 6
(‘‘Conditions of the Voluntary Exchange
Offer’’) is hereby amended by deleting the words
‘‘, operations or prospects’’ and replacing
them with the words ‘‘or
operations’’. |
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(5) |
Paragraph
(c)(vii) on page 21 of the Offer to Exchange under Section 6
(‘‘Conditions of the Voluntary Exchange
Offer’’) is hereby amended by deleting the words
‘‘, operations or prospects’’ and replacing
them with the words ‘‘or
operations’’. |
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(6) |
Paragraph
(e) on page 21 of the Offer to Exchange under Section 6
(‘‘Conditions of the Voluntary Exchange
Offer’’) is hereby amended by deleting the words
‘‘, operations or prospects’’ and replacing
them with the words ‘‘or
operations’’. |
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(7) |
Paragraph
(c)(v) on page 21 of the Offer to Exchange under Section 6
(‘‘Conditions of the Voluntary Exchange
Offer’’) is hereby amended and restated in its entirety
as follows: ‘‘any decrease in the market price of the CBS
Class B Common Stock, as of the Expiration Date, below $21.1939 or
increase in the market price of the CBS Class B Common Stock, as of the
Expiration Date, above $28.6741’’. |
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(8) |
The second sentence of the first full
paragraph on page 22 of the Offer to Exchange under Section 6
(‘‘Conditions of the Voluntary Exchange
Offer’’) is hereby amended and restated in its entirety
as follows: ‘‘CBS may assert them in its discretion
regardless of the circumstances giving rise to them prior to the
expiration of the Voluntary Exchange Offer (other than a condition
whose failure to be satisfied has been proximately caused by
CBS’s action or CBS’s failure to act)." |
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(9) |
The last sentence of the first full
paragraph on page 22 of the Offer to Exchange under Section 6
("Conditions of the Voluntary Exchange
Offer") is hereby amended and restated in its entirety as
follows: "Any determination that CBS makes concerning the
events described in this Section 6 will be final and binding upon all
interested persons, except as otherwise determined by a court of
competent
jurisdiction.’’ |
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(10) |
The
second paragraph on page 30 of the Offer to Exchange under the heading
‘‘Possible Change in Tax Status of Incentive Stock
Options’’ in Section 13 (‘‘Material
United States Tax Consequences’’) is amended and restated
in its entirety as follows: ‘‘Under Treasury Department
regulations applicable to incentive stock options, an incentive stock
option is considered to be modified if an offer to change the terms of
the option remains outstanding for 30 days or more, whether or not the
option holder accepts the offer. The regulations further provide that a
modification of an incentive stock option is treated as a cancellation
of the original option and a grant of a new option, and that this
‘‘new’’ option will qualify as an incentive
stock option only if it meets the conditions for incentive stock
options, including that the exercise price of the new option be not
less than the fair market value of the underlying stock on the date of
the deemed new grant. The original date established for expiration of
the Voluntary Exchange Offer is May 31, 2006, which means that
the Voluntary Exchange Offer is initially scheduled to remain open for
29 days. If the Voluntary Exchange Offer expires on May 31, 2006
as originally scheduled any of your Eligible Incentive Stock Options
that you do not tender into the Voluntary Exchange Offer will continue
to qualify as incentive stock options following the Voluntary Exchange
Offer. If, however, CBS extends the Voluntary Exchange Offer so that it
remains open on or after June 1, 2006, the Voluntary Exchange
Offer will remain open for at least 30 days and your Eligible Incentive
Stock Options will, under the Treasury Department regulations, be
treated as though they were canceled and new options granted in their
place as of June 1, |
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2006. Any of your Eligible Incentive Stock
Options that have an exercise price less than the fair market value of
the CBS Class B Common Stock on June 1, 2006 would, pursuant to
the Treasury Department regulations, be converted into nonqualified
stock options, since they would be considered a new grant as of
June 1, 2006 and would fail to meet the requirement that the
exercise price of the option be not less than the fair market value of
the underlying shares of CBS Class B Common Stock at the time of grant.
In order to preserve the favorable tax treatment available to holders
of incentive stock options, in-the-money options that are incentive
stock options will no longer be considered eligible options in the
event that we extend the Voluntary Exchange Offer. Any in-the-money
incentive stock options that were tendered prior to the time we extend
the Voluntary Exchange Offer will automatically be withdrawn from the
Voluntary Exchange Offer and will remain outstanding in accordance with
their terms. Any eligible options that are not incentive stock options,
as well as any out-of-the-money eligible options that are incentive
stock options, will continue to qualify as eligible options even if we
extend the Voluntary Exchange
Offer’’. |
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(11) |
The last
paragraph on page 23 of the Offer to Exchange under the heading
‘‘Restricted Shares —
General’’, as included in Section 8
(‘‘Source and Amount of Consideration; Terms of
Restricted Shares and RSUs’’) is hereby deleted in its
entirety and replaced with the following sentence: ‘‘Upon
issuance and prior to vesting, restricted shares awarded to you in
connection with the Voluntary Exchange Offer will be registered in your
name or held for your benefit on the books and records maintained for
CBS by the transfer agent for CBS Class B Common Stock (currently the
Bank of New York).’’ |
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Item
10. |
Financial Statements. |
The
information set forth in item 10(a) is hereby amended as
follows:
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(1) |
The last full paragraph on
page 43 of the Offer to Exchange under Section 17
(‘‘Additional Information’’) is amended and
restated in its entirety as follows: ‘‘CBS incorporates
by reference the foregoing documents and may wish to incorporate by
reference additional documents that it may file with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date
of this Offer to Exchange and the expiration of the Voluntary Exchange
Offer. CBS will amend the Schedule TO to specifically reference any
such filings that CBS wishes to incorporate, as they are filed with the
SEC.’’ |
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Item 11. |
Additional
Information. |
The information set forth in item 11(b) is
hereby amended as follows:
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(1) |
Item
11(b) of the Schedule TO is hereby amended and restated in its entirety
as follows: ‘‘The information set forth in the Offer to
Exchange under ‘‘Section 18.
‘‘Forward-Looking Statements’’ is
incorporated herein by
reference.’’ |
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(2) |
The last
sentence the second paragraph of Section 18
(‘‘Forward-Looking Statements’’) on page 44
of the Offer to Exchange is hereby amended and restated in its entirety
as follows: ‘‘CBS expressly disclaims any intent or
obligation to update any forward-looking statement to reflect
subsequent events or circumstances, except as otherwise required by
applicable law or the rules and regulations promulgated by the
SEC.’’ |
Item 12. Material to be Filed as
Exhibits.
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(1) |
Item 12 of the Schedule
TO is hereby amended and supplemented by adding the following
exhibits: |
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‘‘(a)(22) |
Pages
27-29 of CBS’s Registration Statement on Form S-3, previously
filed with the SEC on February 1, 2006 (File No. 333-131438) and
incorporated herein by
reference. |
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(a)(23) |
CBS’s Current
Report on Form 8-K, previously filed with the SEC on March 17,
2006 and incorporated herein by reference. |
5
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(a)(24) |
CBS’s
Current Report on Form 8-K, previously filed with the SEC on
April 5, 2006 and incorporated herein by
reference. |
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(a)(25) |
CBS’s Current
Report on Form 8-K, previously filed with the SEC on April 26,
2006 and incorporated herein by
reference. |
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(a)(26) |
CBS’s
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2006, previously filed with the SEC on May 9, 2006
and incorporated herein by reference (File No.
001-09553). |
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(a)(27) |
Form of Letter of
Transmittal. |
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(a)(28) |
VEO Reminder Memo
to All Employees Holding Options, dated May 17,
2006.’’ |
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(2) |
Item 12 of
the Schedule TO is hereby amended by deleting Exhibit
(a)(2). |
6
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: May 18,
2006
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CBS
CORPORATION |
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By: |
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/s/
Louis J.
Briskman |
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Name: |
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Louis J.
Briskman |
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Title: |
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Executive
Vice President and General
Counsel |
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7
EXHIBIT
INDEX
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Exhibit
No. |
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(a)(1) |
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Offer
to Exchange, dated May 3,
2006.* |
(a)(2) |
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[Deleted] |
(a)(3) |
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Form
of Withdrawal Letter (incorporated by reference to Schedule E of the
Offer to Exchange which is attached hereto as Exhibit
(a)(1)).* |
(a)(4) |
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Cover Letter to Offer to
Exchange, dated May 3,
2006.* |
(a)(5) |
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Letter to Employees Holding
Options, dated April 6, 2006, previously filed with the
SEC on the Tender Offer Statement filed on Schedule TO-C, on
April 6, 2006 and incorporated herein by
reference. |
(a)(6) |
|
Letter to U.S. Employees
Holding Options, dated April 27, 2006, previously filed
with the SEC on the Tender Offer Statement filed on Schedule TO-C, on
April 27, 2006 and incorporated herein by
reference. |
(a)(7) |
|
Letter to International
Employees Holding Options, dated April 27, 2006,
previously filed with the SEC on the Tender Offer Statement filed on
Schedule TO-C, on April 27, 2006 and incorporated herein
by reference. |
(a)(8) |
|
Letter to All Employees
Holding Options, dated April 27, 2006, previously filed
with the SEC on the Tender Offer Statement filed on Schedule TO-C, on
May 1, 2006 and incorporated by reference
herein. |
(a)(9) |
|
Voluntary Exchange Offer
Workshop Schedule, dated April 27, 2006, previously filed
with the SEC on the Tender Offer Statement filed on Schedule TO-C, on
May 1, 2006 and incorporated herein by
reference. |
(a)(10) |
|
Letter to CBS Radio
Employees Holding Options, dated April 28, 2006,
previously filed with the SEC on the Tender Offer Statement filed on
Schedule TO-C, on May 1, 2006 and incorporated herein by
reference. |
(a)(11) |
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Participant Statement
Letter, dated May 2, 2006, previously filed with the SEC
on the Tender Offer Statement filed on Schedule TO-C, on May
2, 2006 and incorporated herein by
reference. |
(a)(12) |
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Guide to Reading the
Participant Statement, previously filed with the SEC on the Tender
Offer Statement filed on Schedule TO-C, on May 2, 2006
and incorporated herein by
reference. |
(a)(13) |
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Form of Participant
Statement, previously filed with the SEC on the Tender Offer Statement
filed on Schedule TO-C, on May 2, 2006 and incorporated
herein by reference. |
(a)(14) |
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Letter to
Employees Holding Options, dated May 2, 2006, previously
filed with the SEC on the Tender Offer Statement filed on Schedule
TO-C, on May 2, 2006 and incorporated herein by
reference. |
(a)(15) |
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CBS's Annual Report
of Form 10-K for the fiscal year ended December 31, 2005
(File No. 001-09553), previously filed with the SEC on March
16, 2006 and incorporated herein by
reference. |
(a)(16) |
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CBS's Proxy
Statement for the 2006 Annual Meeting of Stockholders (file No.
001-09553) previously filed with the SEC on April 14,
2006 and incorporated herein by
reference. |
(a)(17) |
|
Workshop Materials for
CBS Voluntary Exchange Offer, May 2006, including Slides,
Speaker Notes and
Appendices.** |
(a)(18) |
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Telephone Script
distributed to VEO Information Line
representatives.*** |
(a)(19) |
|
Voluntary
Exchange Offer Frequently Asked Questions, dated May 11,
2006.† |
(a)(20) |
|
Letter to Employees
Holding Options, dated May 11,
2006.† |
(a)(21) |
|
Workshop Materials for
CBS Voluntary Exchange Offer (International Version), May 2006,
including Slides, Speaker Notes and
Appendices.†† |
|
8
|
|
|
|
|
|
|
Exhibit
No. |
|
|
(a)(22) |
|
Pages 27-29 of
CBS’s Registration Statement on Form S-3, previously filed with
the SEC on February 1, 2006 (File No. 333-131438) and
incorporated herein by
reference. |
(a)(23) |
|
CBS’s Current
Report on Form 8-K, previously filed with the SEC on March
17, 2006 and incorporated herein by
reference. |
(a)(24) |
|
CBS’s Current
Report on Form 8-K, previously filed with the SEC on April
5, 2006 and incorporated herein by
reference. |
(a)(25) |
|
CBS’s Current
Report on Form 8-K, previously filed with the SEC on April
26, 2006 and incorporated herein by
reference. |
(a)(26) |
|
CBS’s Quarterly
Report on Form 10-Q for the fiscal quarter ended March
31, 2006, previously filed with the SEC on May 9,
2006 and incorporated herein by reference (File No.
001-09553). |
(a)(27) |
|
Form of Letter of
Transmittal. |
(a)(28) |
|
VEO Reminder Memo to
All Employees Holding Options, dated May 17, 2006. |
(d)(1) |
|
CBS's 2004 Long-Term Management Incentive
Plan (as amended and restated as of December 31, 2005)
incorporated by reference to the Annual Report on Form 10-K of CBS for
the fiscal year ended December 31, 2005 (File No.
001-09553), previously filed with the SEC on March 16,
2006. |
(d)(2) |
|
CBS's 2004 Long-Term
Management Incentive Plan (as amended and restated through May
25, 2006) incorporated by reference to CBS's Proxy
Statement, filed with the SEC on April 14, 2006 (File No.
001-09553). |
(d)(3) |
|
Former Viacom 2000
Long-Term Management Incentive Plan (as amended and restated through
January 31, 2001) (incorporated by reference to Exhibit
10(d) to the Annual Report on Form 10-K of Former Viacom for the fiscal
year ended December 31, 2001) (File No. 001-09553) (as
amended effective October 10, 2002 by the Amendment to
Former Viacom Stock Option Plans) (incorporated by reference to Exhibit
10(bb) to the Annual Report on Form 10-K of Former Viacom for the
fiscal year ended December 31, 2002) (File No. 001-09553)
previously filed on March 27,
2003. |
(d)(4) |
|
Former Viacom 1997 Long-Term
Management Incentive Plan (as amended and restated through May
25, 2000) (incorporated by reference to Exhibit B to Former
Viacom's Proxy Statement dated June 5, 2000) (as
amended effective October 10, 2002 by the Amendment to
Former Viacom Stock Option Plans) (incorporated by reference to Exhibit
10(bb) to the Annual Report on Form 10-K of Former Viacom for the
fiscal year ended December 31, 2002) (File No. 001-09553)
previously filed on March 27,
2003. |
(d)(5) |
|
Former Viacom 1994 Long-Term
Management Incentive Plan (as amended and restated through
November 1, 1996) (incorporated by reference to Exhibit
10(b) to the Annual Report on Form 10-K of Former Viacom for the fiscal
year ended December 31, 1996) (File No. 001-09553) (as
amended effective October 10, 2002 by the Amendment to
Former Viacom Stock Option Plans) (incorporated by reference to Exhibit
10(bb) to the Annual Report on Form 10-K of Former Viacom for the
fiscal year ended December 31, 2002) (File No. 001-09553)
previously filed on March 27,
2003. |
(d)(6) |
|
CBS Corporation 1993 Long-Term
Incentive Plan (as amended as of July 28, 1999)
(incorporated by reference to Exhibit 10.16 to the Quarterly Report of
Form 10-Q of Infinity Broadcasting Corporation for the quarter ended
September 30, 1999) (File No. 001-14599) previously filed
November 15, 1999. |
(d)(7) |
|
CBS
Corporation 1991 Long-Term Incentive Plan (as amended as of July
28, 1999) (incorporated by reference to Exhibit 10.15 to the
Quarterly Report of Form 10-Q of Infinity Broadcasting Corporation for
the quarter ended September 30, 1999) (File No.
001-14599) previously filed November 15,
1999. |
|
9
|
|
|
|
|
|
|
Exhibit
No. |
|
|
(d)(8) |
|
Infinity Broadcasting
Corporation 1999 Long-Term Incentive Plan (incorporated by reference to
Exhibit 4.5 to Form S-8 filed by Former Viacom on February
21, 2001 (Registration No.
333-55346)). |
(d)(9) |
|
Infinity Broadcasting
Corporation 1998 Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.16 to Form 10-K filed by Infinity Broadcasting Corporation
for the year ended December 31, 1999 (File No.
1-14599)). |
(d)(10) |
|
Amended and Restated
Infinity Broadcasting Corporation Stock Option Plan (incorporated by
reference to Exhibit 4.4 to CBS Corporation's Registration
Statement on Post-Effective Amendment No. 1 on Form S-8 to Form S-4 by
CBS Corporation on January 2, 1997 (Registration No.
333-13219)). |
(d)(11) |
|
King World 1996 Amended
and Restated Stock Option and Restricted Stock Purchase Plan
(incorporated by reference to Exhibit 10.11 to the Annual Report on
Form 10-K of King World Productions, Inc. for the fiscal year ended
August 31, 1997 (File No.
001-09244)). |
(d)(12) |
|
King World Salesforce
Bonus Plan (incorporated by reference to Exhibit 10.2 to King World
Production, Inc.'s Registration Statement on Form S-8 filed by
King World Productions, Inc. on April 22, 1997
(Registration No. 333-11363)). |
(d)(13) |
|
King
World Productions, Inc. Stock Option Agreements with Oprah Winfrey and
Jeffrey D. Jacobs dated as of September 15, 1997
(incorporated by reference to Exhibits 99.9 and 99.10 to the Schedule
13D, Amendment No. 2, filed by Oprah Winfrey and Jeffrey D. Jacobs,
with respect to King World Productions, Inc. on October
27, 1997 (File No.
005-35700)). |
(d)(14) |
|
King World Productions,
Inc. Stock Option Agreements with Oprah Winfrey, Jeffrey D. Jacobs,
Timothy Bennett, Dianne Hudson and Douglas Pattison dated as of
September 16, 1998 (incorporated by reference to Exhibits
4.9, 4.10, 4.11, 4.12, and 4.13 to Form S-8 by Viacom Inc. on
August 20, 2003 (Registration No.
333-108105)). |
(d)(15) |
|
Outdoor Systems, Inc.
1996 Omnibus Plan (incorporated by reference to Exhibit 99.3 to Form
S-8 filed by Outdoor Systems, Inc. on October 23, 1997
(Registration No. 333-38589)). |
(d)(16) |
|
Form
of Award Certificate for Restricted Shares (incorporated herein by
reference to Schedule C of the Offer to Exchange which is attached
hereto as Exhibit (a)(1)). |
(d)(17) |
|
Form of
Award Certificate Restricted Share Units (incorporated herein by
reference to Schedule D of the Offer to Exchange which is attached
hereto as Exhibit (a)(1)). |
(d)(18) |
|
Form of
Award Certificate for Restricted Shares for Certain Executive
Officers.* |
(d)(19) |
|
Ernst & Young
Disclosure Letter to
Participants.* |
|
|
|
* |
Previously
filed with the Securities and Exchange Commission on the Tender Offer
Statement on Schedule TO filed by CBS on May 3,
2006. |
|
|
** |
Previously filed with the
Securities and Exchange Commission on the Tender Offer Statement
(Amendment No. 1) on Schedule TO filed by CBS on May 5,
2006. |
|
|
*** |
Previously filed with the
Securities and Exchange Commission on the Tender Offer Statement
(Amendment No. 2) on Schedule TO filed by CBS on May 9,
2006 |
|
|
† |
Previously filed with the
Securities and Exchange Commission on the Tender Offer Statement
(Amendment No. 3) on Schedule TO filed by CBS on May 11,
2006. |
|
|
†† |
Previously filed
with the Securities and Exchange Commission on the Tender Offer
Statement (Amendment No. 4) on Schedule TO filed by CBS on May
16, 2006. |
10
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EX-99.(A)(27)
5
file002.htm
FORM OF AMENDED LETTER OF TRANSMITTAL
EXHIBIT
(a)(27)
FORM OF
AMENDED LETTER OF TRANSMITTAL
CBS
CORPORATION
TENDER OF OUTSTANDING OPTIONS PURSUANT TO THE VOLUNTARY
EXCHANGE
OFFER TO EXCHANGE OUTSTANDING OPTIONS FOR RESTRICTED
SHARES OR
RESTRICTED SHARE UNITS
DATED MAY 3, 2006
THE RIGHT
TO TENDER OUTSTANDING OPTIONS PURSUANT TO THE VOLUNTARY
EXCHANGE
OFFER WILL COMMENCE ON MAY 3, 2006 AND WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN DAYLIGHT TIME, ON MAY 31, 2006
UNLESS THE
VOLUNTARY EXCHANGE OFFER IS EXTENDED BY CBS
CORPORATION.
Deliver
to:
|
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If
by e-mail: |
|
If by facsimile
(fax): |
cbs.voluntaryexchangeoffer@ey.com |
|
1-866-710-0165
(or 1-201-477-6627 if you are outside the United States whenyou
send the fax) |
|
If you wish to tender your
eligible options for exchange, you must properly complete, sign and
return to us the signature page to this Letter of Transmittal either
(i) electronically via e-mail as an attachment in Adobe PDF format to
the following e-mail address: cbs.voluntaryexchangeoffer@ey.com;
or (ii) by facsimile transmission to the fax number indicated above. In
either event, this Letter of Transmittal must be received no later than
12:00 Midnight, Eastern Daylight Time on May 31, 2006 (or
such later date and time to which CBS extends the Voluntary Exchange
Offer).
You may also tender your eligible options
through the VEO Information Line by dialing 1-800-259-3638 (or
1-201-872-5200 if you are outside the United States when you call) from
9:00 a.m. to 8:00 p.m., Eastern Daylight Time, Monday through Friday
(except for the Memorial Day holiday on Monday, May 29,
2006) from May 3, 2006, through May 31,
2006 (or such later date to which CBS extends the Voluntary Exchange
Offer). On May 31, 2006 (or such later date to which
extends the Voluntary Exchange Offer), the VEO Information Line will be
available from 9:00 a.m. to 12:00 Midnight Eastern Daylight Time to
accept tenders and withdrawals.
CBS ENCOURAGES YOU TO
TENDER YOUR ELIGIBLE OPTIONS BY USING THE CBS VEO INFORMATION LINE
DESCRIBED ABOVE. DO NOT RETURN THIS LETTER OF TRANSMITTAL IF YOU TENDER
YOUR ELIGIBLE OPTIONS BY TELEPHONE.
Capitalized terms not
otherwise defined in this Letter of Transmittal, dated May
3, 2006 have the same meaning as in the Offer to Exchange
Outstanding Options for Restricted Shares or Restricted Share
Units.
You are not required to tender your eligible options.
However, if you elect to participate in the Voluntary Exchange Offer,
you must tender all of your in-the-money eligible options and/or all of
your out-of-the-money eligible options. By signing and returning this
Letter of Transmittal, you hereby tender all of your in-the-money
eligible options and/or all of your out-of-the-money eligible options,
as indicated on the signature page to this Letter of Transmittal. For a
description of eligible options, see the Offer to Exchange Outstanding
Options for Restricted Shares or Restricted Share Units, dated
May 3, 2006.
CBS CORPORATION
(‘‘CBS’’) HAS NOT AUTHORIZED ANY PERSON TO
MAKE ANY RECOMMENDATION ON ITS BEHALF AS TO WHETHER YOU SHOULD TENDER
OR REFRAIN FROM TENDERING YOUR ELIGIBLE OPTIONS PURSUANT TO THE
VOLUNTARY EXCHANGE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED IN THE OFFER TO EXCHANGE OUTSTANDING OPTIONS FOR
RESTRICTED SHARES OR RESTRICTED SHARE UNITS,
DATED MAY 3, 2006 OR THIS LETTER OF TRANSMITTAL OR IN DOCUMENTS TO
WHICH CBS HAS REFERRED YOU. CBS HAS AUTHORIZED ERNST &YOUNG TO
PROVIDE CERTAIN SERVICES WITH RESPECT TO THE VOLUNTARY EXCHANGE OFFER,
BUT CBS HAS NOT AUTHORIZED ERNST & YOUNG OR ANY OTHER PERSON TO
PROVIDE FINANCIAL PLANNING SERVICES TO ELIGIBLE EMPLOYEES OR TO MAKE
ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM
TENDERING YOUR ELIGIBLE OPTIONS PURSUANT TO THE VOLUNTARY EXCHANGE
OFFER. IF ANYONE MAKES ANY SUCH RECOMMENDATION, YOU MUST NOT RELY UPON
THAT RECOMMENDATION AS HAVING BEEN AUTHORIZED BY CBS.
If you
properly complete and deliver this Letter of Transmittal by e-mail or
facsimile prior to the expiration of the Voluntary Exchange Offer you
will receive a confirmation of receipt. We recommend that you keep a
copy of your completed Letter of Transmittal and such receipt for your
records.
IMPORTANT NOTE: If you tender eligible options
electronically by submitting this Letter of Transmittal via e-mail, any
change you make (e.g., withdrawing your election) MUST also be done
electronically via e-mail to the following e-mail address:
cbs.voluntaryexchangeoffer@ey.com. If you tender eligible
options by facsimile, any change you make MUST also be made using
facsimile. Regardless of the method you use to tender eligible options,
you DO NOT need to provide information or documents via another method
as
well.
* * * * *
To CBS Corporation:
By completing and delivering this
Letter of Transmittal, I hereby tender to CBS all of my in-the-money
eligible options and/or all of my out-of-the-money eligible options to
purchase shares of Class B Common Stock of CBS as indicated on the
signature page hereto in exchange for restricted shares or, in the
event I am not subject to United States income tax, restricted share
units, in each case, upon the terms and subject to the conditions set
forth in the Offer to Exchange Outstanding Options for Restricted
Shares or Restricted Share Units dated May 3, 2006 (the
‘‘Offer to Exchange’’), receipt of which I
hereby acknowledge, and this Letter of Transmittal (which together
constitute the ‘‘Voluntary Exchange
Offer’’).
Subject to, and effective upon,
acceptance for exchange of the eligible options tendered herewith in
accordance with the terms and subject to the conditions of the
Voluntary Exchange Offer (including, if the Voluntary Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), I hereby sell, assign and transfer to, or upon the order
of, CBS all right, title and interest in and to all the eligible
options that are being tendered hereby. I hereby acknowledge that if I
tender my eligible options, these options will be cancelled and
forfeited upon acceptance by CBS. I acknowledge that CBS has advised me
to consult with my own personal advisors as to the consequences of
participating or not participating in the Voluntary Exchange Offer. I
agree that this Letter of Transmittal is an amendment to my option
agreement(s).
I hereby represent and warrant that I have full
power and authority to tender the eligible options tendered herewith
and that, when and to the extent the same are accepted for exchange by
CBS, such options will be free and clear of all security interests,
liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer
thereof, and the same will not be subject to any adverse claims. I
will, upon request, execute and deliver any additional documents deemed
by CBS to be necessary or desirable to complete the exchange of the
options tendered hereby.
Except by delivery of a Withdrawal
Letter prior to the expiration of the Voluntary Exchange Offer as
stated in the Offer to Exchange, this tender is
irrevocable.
By execution hereof, I acknowledge and
understand that:
(1) Tendering my eligible options pursuant
to the procedures described in Section 3 of the Offer to Exchange and
the instructions hereto will constitute my acceptance of the terms and
conditions of the Voluntary Exchange Offer.
(2) CBS’s
acceptance for exchange of eligible options tendered pursuant to the
Voluntary Exchange Offer will constitute a binding agreement between
CBS and me upon the terms and subject to the conditions of the
Voluntary Exchange Offer.
(3) The restricted shares or
restricted stock units that I will receive in exchange for my eligible
options will be subject to vesting, forfeiture and other restrictions,
including, without limitation, restrictions on sale, transfer,
assignment, pledge or other encumbrances or dispositions, until such
time as the restricted shares or restricted share units vest and the
restrictions lapse in the manner set forth in the restricted share
award certificate or restricted share unit award certificate between
CBS and me, as described in the Offer to Exchange.
(4) I
acknowledge that the Voluntary Exchange Offer is subject to the terms
and conditions described in the Offer to Exchange. I recognize that CBS
may amend the Voluntary Exchange Offer at any time and, upon the
occurrence of any of the conditions set forth in Section 6 of the Offer
to Exchange, CBS may terminate the Voluntary Exchange Offer. In any
such event, I understand that if the eligible options tendered herewith
are not accepted for exchange, they will be retained by
me.
(5) If I accept the Voluntary Exchange Offer and my
employment with CBS or one of its majority-owned subsidiaries is
terminated for any reason (including death or permanent disability)
after such acceptance but prior to the expiration of the Voluntary
Exchange Offer, my tender of eligible options in the Voluntary Exchange
Offer will be cancelled automatically, and my eligible options will
remain outstanding in accordance with their current terms.
I
UNDERSTAND THAT THE PUBLIC TRADING PRICE OF CBS CLASS B COMMON STOCK
WILL VARY FROM TIME TO TIME DURING THE OFFER PERIOD AND AFTER THE OFFER
EXPIRES AT 12:00 MIDNIGHT, EASTERN DAYLIGHT TIME, ON MAY 31, 2006 (OR
SUCH LATER DATE AND TIME TO WHICH CBS EXTENDS THE OFFER), SUCH THAT THE
PUBLIC TRADING PRICE OF CBS CLASS B COMMON STOCK COULD INCREASE AT SOME
TIME DURING THE OFFER PERIOD OR AFTER THE DATE MY TENDERED ELIGIBLE
OPTIONS ARE CANCELLED PURSUANT TO THE VOLUNTARY EXCHANGE OFFER
RESULTING IN MY FINANCIAL POSITION BEING LESS ADVANTAGEOUS THAN IF I
HAD NOT ACCEPTED THE VOLUNTARY EXCHANGE OFFER. BY TENDERING THE
ELIGIBLE OPTIONS. I AGREE TO HOLD CBS HARMLESS FOR ANY ACTUAL OR
PERCEIVED LOSS SUFFERED BY ME AS A RESULT OF THE VARIANCE IN THE PUBLIC
TRADING PRICE OF CBS CLASS B COMMON STOCK DURING THE OFFER PERIOD AND
AFTER EXPIRATION OF THE OFFER.
The Voluntary Exchange Offer is
not being made to, nor will any tender of eligible options be accepted
from or on behalf of, eligible option holders in any jurisdiction in
which the making of this Voluntary Exchange Offer or the acceptance of
any tender of eligible options would not be in compliance with the laws
of such jurisdiction.
Letter of Transmittal
SIGNATURE
PAGE
By delivery and execution hereof, I acknowledge that I
agree to all the terms and conditions of the Voluntary Exchange
Offer.
Please sign and date in the spaces provided
below.
I hereby tender the eligible options as indicated
below.
|
SIGNATURE OF
OWNER |
|
X ______________________________________ (Signature of
Holder or Authorized Signatory — See Instructions 1 and
3) |
|
Date: ______________________,
2006 |
|
Print
Name: ______________________ |
|
Division/Title: ______________________ |
|
Home
Address: ______________________ |
|
Home
Telephone No. (with area
code): ____________ |
|
Work Telephone No.
(with area code): ____________ |
|
CBS
E-mail Address: ______________________ |
|
Capacity
(if applicable See Instruction
3.): ______________________ |
I hereby tender all
of my in-the-money eligible options
I hereby
tender all of my out-of-the-money eligible options
If you are paid
through a payroll outside the United States, please check one of the
following:
I am a United States
taxpayer
I am not a United States
taxpayer
INSTRUCTIONS FORMING PART OF THE TERMS AND
CONDITIONS OF THE OFFER
1. Delivery; Letter of Transmittal;
Withdrawal Letter. You may tender
your eligible options through the VEO Information Line by dialing
1-800-259-3638 (or 1-201-872-5200 if you are outside the United States
when you call) from 9:00 a.m. to 8:00 p.m., Eastern Daylight Time,
Monday Through Friday (except for the Memorial Day holiday on Monday,
May 29, 2006) from May 3, 2006, through
May 31, 2006 (or such later date and time to which CBS
extends the Voluntary Exchange Offer). On May 31, 2006
(or such later date to which extends the Voluntary Exchange Offer), the
VEO Information Line will be available from 9:00 a.m. to 12:00 Midnight
Eastern Daylight Time to accept tenders.
You may also tender
eligible options for exchange by completing the information requested
in the Signature Page hereof, signing this Letter of Transmittal and
returning this Letter of Transmittal to us either (i) electronically
via e-mail as an attachment in Adobe PDF format to the following e-mail
address, cbs.voluntaryexchangeoffer@ey.com or (ii) by facsimile
to 1-866-710-0165 (or 1-201-477-6627 if you are outside the United
States when you send the fax), in either case so that it is received by
12:00 Midnight, Eastern Daylight Time on May 31, 2006 (or
such later date and time to which CBS extends the Voluntary Exchange
Offer).
If you tender your eligible options but then wish to
withdraw from the Voluntary Exchange Offer, you may do so at any time
prior to 12:00 Midnight, Eastern Daylight Time on May 31,
2006 (or such later date and time to which extends the Voluntary
Exchange Offer). If you wish to withdraw your eligible options, you
must do so using the same method used to tender the eligible options,
either by delivering a properly completed and signed Withdrawal Letter
(1) via e-mail as an attachment in Adobe PDF format to the following
e-mail address or, cbs.voluntaryexchangeoffer@ey.com (2) by
facsimile to 1-866-710-0165 (or 1-201-477-6627 if you are outside the
United States when you send the fax), in either case so that it is
received before 12:00 Midnight, Eastern Daylight Time on May
31, 2006 (or such later date and time to which extends the
Voluntary Exchange Offer). If you tendered eligible options through the
VEO Information Line, you must withdraw your eligible options through
the VEO Information Line.
THE METHOD OF DELIVERY OF ALL
DOCUMENTS, INCLUDING LETTERS OF TRANSMITTAL, IS AT THE ELECTION AND
RISK OF THE TENDERING OPTION HOLDER. IN ALL CASES, YOU SHOULD ALLOW
SUFFICIENT TIME TO ENSURE TIMELY DELIVERY TO ENSURE THE LETTER OF
TRANSMITTAL IS RECEIVED BY 12:00 MIDNIGHT, EASTERN DAYLIGHT TIME ON MAY
31, 2006 (OR SUCH LATER DATE AND TIME TO WHICH CBS EXTENDS THE OFFER).
IF YOU DELIVER THE LETTER OF TRANSMITTAL ELECTRONICALLY VIA E-MAIL OR
BY FACSIMILE WE RECOMMEND THAT YOU CONFIRM THAT YOU HAVE RECEIVED A
CONFIRMATION OF RECEIPT; IF YOU DO NOT RECEIVE A CONFIRMATION OF
RECEIPT, PLEASE CALL THE VEO INFORMATION LINE TO RECEIVE A
CONFIRMATION.
CBS ENCOURAGES YOU TO TENDER YOUR ELIGIBLE OPTIONS
BY USING THE VEO INFORMATION LINE DESCRIBED ABOVE. DO NOT RETURN THIS
LETTER OF TRANSMITTAL IF YOU TENDER YOUR ELIGIBLE OPTIONS BY
TELEPHONE.
2. No Partial
Tenders. YOU ARE NOT REQUIRED TO
TENDER YOUR ELIGIBLE OPTIONS. HOWEVER, IF YOU ELECT TO PARTICIPATE IN
THE OFFER WITH RESPECT TO ANY IN-THE-MONEY ELIGIBLE OPTIONS, YOU MUST
TENDER ALL OF YOUR IN-THE-MONEY ELIGIBLE OPTIONS. SIMILARLY, IF YOU
ELECT TO PARTICIPATE IN THE OFFER WITH RESPECT TO ANY OUT-OF-THE-MONEY
ELIGIBLE OPTIONS, YOU MUST TENDER ALL OF YOUR OUT-OF-THE-MONEY ELIGIBLE
OPTIONS.
If you tender your eligible options and they are
accepted by CBS they will be cancelled and forfeited upon acceptance by
CBS, as described in the Voluntary Exchange Offer.
3.
Signatures On This Letter Of
Transmittal. If this Letter of
Transmittal is signed by a trustee, executor, administrator, guardian,
attorney-in-fact or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing,
and proper evidence satisfactory to us of the authority of such person
so to act must be submitted with this Letter of
Transmittal.
4. Requests For
Assistance. If you have questions
about which of your stock options are eligible for the Voluntary
Exchange Offer or about tendering your eligible options, please contact
Ernst & Young at the VEO Information Line from 9:00 a.m. to 8:00
p.m., Eastern Daylight Time, Monday to Friday (except for the Memorial
Day holiday on Monday, May 29, 2006) from May
3, 2006 through May 31, 2006 (or such later date
to which CBS extends the Voluntary Exchange Offer) by dialing
1-800-259-3638 (or 1-201-872-5800 if you are outside the United States
when you call).
5. Determination of Validity; Rejection of
Options; Waiver of Defects; No Obligation to Give Notice of
Defects. We will determine all
questions as to the whether anyone is an eligible employee, whether
anyone who has chosen to tender eligible options has tendered all
eligible options (as is required by the terms of the Offer to Exchange)
and the validity, form, eligibility (including time of receipt) and
acceptance of Letters of Transmittal and Withdrawal Letters. Our
determination of these matters will be final and binding on all
parties. We may reject any Letter of Transmittal, Withdrawal Letter, or
options tendered to the extent that we determine they were not properly
delivered or to the extent that we determine it would be unlawful to
accept the tendered options. We may waive any defect or irregularity in
any Letter of Transmittal or Withdrawal Letter with respect to any
particular options or any particular option holder. No options will be
properly tendered until all defects or irregularities have been cured
by the option holder tendering the options or waived by us. Neither we
nor any other person is obligated to give notice of any defects or
irregularities involved in the exchange of any options, and no one will
be liable for failing to give notice of any defects or
irregularities.
6. Important Tax
Information. Please refer to
Sections 13 and 14 of the Offer to Exchange for important tax
information in connection with participating in the Voluntary Exchange
Offer.
EX-99.(A)(28)
6
file003.htm
VOLUNTARY EXCHANGE OFFER REMINDER
Table of Contents
Exhibit
99.(a).(28)
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From: |
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Human Resources |
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To: |
|
All Employees Holding
Options |
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Date: |
|
May 17,
2006 |
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Re: |
|
Voluntary Exchange Offer
Reminder |
|
|
|
The Voluntary Exchange Offer (VEO) is
expected to close at midnight EDT on May 31, 2006. If you are eligible
for the VEO and have not yet made your decision about whether to
participate in the offer, please be sure to review your Participant
Statement, the Offer to Exchange and other VEO materials as soon as
possible.
Ernst & Young LLP continues to host information
sessions about the VEO and related financial concepts live and by phone
and all eligible employees are strongly encouraged to attend. Due to
high enrollment, three additional sessions have been added in Los
Angeles on Wednesday, May 24, 2006. An updated VEO workshop schedule is
attached so that you can identify a session in which to participate.
Web-based streaming video sessions are also available for your
convenience. All VEO materials, including the training documents, are
available online at http://HR.CBS.com and at
https://ike.cbsradio.com for CBS Radio employees.
Ernst
& Young representatives are available to review your Participant
Statement and individual stock option grant history with you via the
VEO Information Line. CBS strongly encourages you to take advantage of
this personal assistance so that you can make an educated decision
about whether to participate in the VEO. The VEO Information Lineis
available from 9:00 a.m. EDT to 8:00 p.m. EDT, Monday through Friday
(excluding Memorial Day), during the offer period and can be reached
toll-free at (800) 259-3638 or (201) 872-5800 from an international
location. You may call the VEO Information Line to speak with an Ernst
& Young representative about your personal situation, enroll in a
workshop, or record your election in the VEO.
You may make your
election in the VEO by phone, fax or e-mail; however, CBS encourages
you to exchange your eligible options by phone through the VEO
Information Line.
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• |
To make
an election in the VEO by phone, call the VEO Information Line
toll-freeat (800) 259-3638 or from an international location at (201)
872-5800. |
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• |
To make an
election by fax or e-mail, you must complete the Letter of
Transmittal that was included with the Offer to Exchange mailed to
you at the commencement of the VEO. The Letter of Transmittal can also
be downloaded at http://HR.CBS.com. |
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|
o |
Fax the Letter of Transmittal
toll-free to (866) 710-0165 or from an international location to
(201) 477-6627. |
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o |
E-mail the
Letter of Transmittal to
CBS.VoluntaryExchangeOffer@ey.com. |
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Please
review the Letter of Transmittal for accuracy as improperly completed
forms will not be accepted. If you have questions about the form,
please call the VEO Information Line.
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Legal Notice
CBS Corporation ("CBS") has commenced the
Voluntary Exchange Offer to which this communication pertains. Holders
of CBS stock options are strongly advised to read the Offer to Exchange
filed on Schedule TO (Tender Offer) and the other documents related to
the Voluntary Exchange Offer filed with the Securities and Exchange
Commission because they contain important information. Holders of CBS
stock options may obtain copies of these documents for free at the
Securities and Exchange Commission website at www.sec.gov or
from CBS's Human Resources
department.
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end
CORRESP
10
filename10.htm
May
18, 2006
BY
EDGAR
Celeste M.
Murphy, Esq.
Special Counsel
Office of Mergers
and Acquisitions
Division of Corporation Finance
United States
Securities and Exchange Commission
100 F Street,
N.E.
Washington, D.C. 20549-3628
Dear
Ms. Murphy:
CBS Corporation: Schedule TO-I
filed May 3, 2006, File No.
005-38637
On behalf of our client, CBS Corporation
("CBS" or the
‘‘Company’’), we hereby acknowledge receipt
of the comment letter dated May 16, 2006 (the
‘‘Comment Letter’’) from the staff
(the ‘‘Staff’’) of the Securities
and Exchange Commission (the
‘‘Commission’’) concerning the above
captioned Schedule TO-I and Amendment No. 1 to Schedule TO-I filed
May 5, 2006, Amendment No. 2 to Schedule TO-I filed
May 9, 2006, Amendment No. 3 to Schedule TO-I filed
May 11, 2006 and Amendment No. 4 to Schedule TO-I filed
May 16, 2006 (together, the ‘‘Schedule
TO-I’’).
We submit this letter on behalf of
the Company in response to the Comment Letter. For ease of reference,
we have reproduced the text of each of the Staff’s comments in
bold-face type below, followed by the Company’s responses.
Unless otherwise noted, page number references herein refer to Exhibit
(a)(1), the Offer to Exchange, contained in the Schedule TO-I.
The Company has today filed, by way of EDGAR, an amendment to
the Schedule TO-I ("Amendment No. 5")
together with this response letter. Under separate cover, we will send
three copies of Amendment No. 5 by courier to
you.
Responses To Staff
Comments
Offer to Exchange Outstanding
Options
Summary Term Sheet, page
1
|
|
1. |
Please revise your characterization
of the information in the summary as ‘‘not
complete.’’ The summary term sheet must describe the most
material terms of the proposed transaction. The summary term sheet must
provide security holders with sufficient information to understand the
essential features and significance of the proposed transaction. Please
see Item 1 of Schedule TO and Item 1000 of Regulation M-A. Such summary
may not be characterized as
incomplete. |
Response: The Company has revised
the characterization of the information in the Summary Term Sheet to
clarify that the Offer to Exchange and the related Letter of
Transmittal contain the full details of the Voluntary Exchange Offer.
See Item 1, paragraph 1 of Amendment No
5.
Ms. Celeste M. Murphy |
May 18,
2006 |
page 2 |
Q6. How many restricted
shares or RSUs will I receive in exchange for eligible options that I
tender? Page 2
|
|
2. |
Please explain the
25% reduction in your equation to be used for holders
determining the number of restricted shares or RSUs they will receive
upon tender of the eligible options. We note your disclosure on page 3.
Please make corresponding changes at page
14. |
Response: The Company has amended the
answer to Question 6 on pages 2 to 3 of the Offer to Exchange, and has
made corresponding changes on page 14 of the Offer to Exchange, to
explain this reduction more clearly. See Item 1, paragraph 2 of
Amendment No. 5 and Item 2, paragraph 1 of Amendment No.
5.
Q9. Why is CBS offering me restricted shares
or RSUs whose value is only 75% of the value it attributed to my
eligible options? Page 3
|
|
3. |
Please
explain how restricted shares and RSUs will continue to have some
value, even if the trading price of the CBS Class B Common Stock
declines, using percentage values and examples as
appropriate. |
Response: The Company has
revised the answer to Question 9 on page 3 of the Offer to Exchange,
including by adding an example. See Item 1, paragraph 3 of Amendment
No. 5.
Q11. Why will the restricted shares or
RSUs I receive in the Voluntary Exchange Offer be subject to vesting if
the eligible options I tender are already fully vested? Page
4
|
|
4. |
Please provide the basis for the conclusion by
the CBS Board of Directors and its Compensation Committee that the
objective of providing an incentive to eligible employees to remain
employed with CBS and its subsidiaries is best served by making all
restricted shares or RSUs awarded in the Voluntary Exchange Offer
subject to a vesting requirement, even if the eligible options tendered
are already fully vested. |
Response: The
Company has revised the answer to Question 11 on page 4 of the Offer to
Exchange to explain more fully the belief of the CBS Board of Directors
and its Compensation Committee that making all restricted shares and
RSUs subject to vesting will increase the likelihood that eligible
employees who participate in the Voluntary Exchange Offer will remain
employed with CBS and its employees through the applicable vesting
dates. See Item 1, paragraph 4 of Amendment No.
5.
Q25. When will the Voluntary Exchange Offer
expire? Can it be extended, and if so, how will I be notified if it is
extended? Page 8
|
|
5. |
Explain the
‘‘operation of law’’ that will convert
incentive stock options for tax purposes to non-qualified stock options
and the economic effect of such conversion for the holders of these
options. We note your disclosure on page 30 and believe that you should
provide more detailed disclosure
there. |
Response: The Company has revised
the answer to Question 25 on page 8 of the Offer to Exchange to refer
to the Treasury Department regulations that provide for this result.
See Item 1, paragraph 6 of Amendment No. 5.
The Company
has also revised the discussion at page 30 of the Offer to Exchange to
provide greater detail of how the regulations operate. See Item 4,
paragraph 10 of Amendment No. 5.
Conditions of the
Offer, page 9
Ms. Celeste M. Murphy |
May 18,
2006 |
page 3 |
|
|
6. |
Three
offer conditions include the trigger of changes in your
prospects, which is vague. Please revise to specify or
generally describe the prospects to which you refer so that security
holders will have the ability to objectively determine whether the
condition has been
triggered. |
Response: The Company has
revised all offer conditions to remove all references to changes in the
Company's ‘‘prospects’’. See Item 4,
paragraphs 2-6 of Amendment No. 5.
|
|
7. |
Please
specify ‘‘any significant decrease or increase in the
market price of the shares of CBS Class B Common
Stock.’’ |
Response: The
Company has revised the condition set forth in paragraph (c)(v) on page
21 so that it refers only to a specific increase (above $28.6741) or
decrease (below $21.1939) in the market price of the CBS Class B Common
Stock as of the Expiration Date. See Item 4, paragraph 7 of Amendment
No. 5.
|
|
8. |
In our view, you may condition a
tender offer on any number of conditions, as long as they are described
with reasonable specificity, capable of some measure of objective
verification, and outside of your control. In the last paragraph in
this section, the phrase ‘‘regardless of the
circumstances giving rise to [the assertion of the
condition]’’ implies that you may assert an offer
condition even when the condition is
‘‘triggered’’ by your own action or
inaction. Please revise in accordance with our
position. |
Response: The Company has revised
the second sentence of the first full paragraph on page 22 of the Offer
to Exchange to clarify that it may not assert an offer condition, if
the failure of the condition has been proximately caused by
CBS’s action or failure to act. See Item 4, paragraph 8 of
Amendment No 5.
|
|
9. |
We note your statement on
page 22, regarding the condition, that ‘‘[a]ny
determination that CBS makes concerning the events described in this
Section 6 will be final and binding upon all interested persons,
including you.’’ Please revise this sentence to more
precisely define its scope. It appears that your interpretation of the
terms of the tender offer may not necessarily be final and binding on
all persons. For example, while you may assert an offer condition when
it is triggered, when parties contest asserted conditions, the
judgments of courts of law are generally considered final and binding
in such matters. |
Response: The Company has
revised the first full paragraph on page 22 of the Offer to Exchange to
clarify that decisions by a court of competent jurisdiction would
supersede any determination by the Company. See Item 4, paragraph 9 of
Amendment No. 5.
Extension of Voluntary Exchange
Offer; Termination; Amendment, page
42
|
|
10. |
We note your
statement that you incorporate by reference ‘‘any
additional documents that [you] may file with the SEC . . .
between the date of this Offer to Exchange and the expiration of the
Voluntary Exchange Offer.’’ Schedule TO does not permit
‘‘forward’’ incorporation. Accordingly,
please amend your disclosure to state that you will amend the Schedule
TO to specifically reference the periodic reports you wish to
incorporate, as they are
filed. |
Response: The Company has
revised the Offer to Exchange to remove the incorporation by reference
of subsequently filed documents. The Company has clarified that it will
amend the Schedule TO to specifically reference documents filed with
the SEC, as they are filed if it wishes to incorporate them into
the Offer to Exchange. See Item 10, paragraph 1 of Amendment No
5.
Forward-Looking Statements, page
44
Ms. Celeste M. Murphy |
May 18,
2006 |
page 4 |
|
|
11. |
Your
statement that you disclaim ‘‘any . . . obligation to
update any forward-looking statement to reflect subsequent events or
circumstances’’ appears to be inconsistent with Rule
13e-4(c)(3). Please revise
accordingly. |
Response: The
Company has revised the last sentence of the last paragraph in Section
18 of the Offer to Exchange (on page 43) to clarify that the Company
does not disclaim an obligation to update information as may otherwise
be required by law or by the rules and regulations promulgated by the
SEC. See Item 11, paragraph 2 of Amendment No.
5.
|
|
Letter |
of
Transmittal |
|
|
12. |
We note
your representation on page 4 that the shareholder has read and
understands all of the terms of the tender offer. It is not appropriate
to require security holders to attest to the fact that they
‘‘read’’ and
‘‘understand’’ the terms of the offer as
such language effectively operates as a waiver of liability. Please
delete this
language. |
Response: The Company
has amended the Form of Letter of Transmittal that does not require
security holders to attest to the fact that they have
‘‘read’’ and
‘‘understood’’ the terms of the Voluntary
Exchange Offer. See Item 12, paragraph 1 of Amendment No
5.
* * * * *
The Company acknowledges the
Staff’s response protocol and has filed Amendment No. 5 as well
as this response letter by way of EDGAR. The Company has directed me to
acknowledge, on its behalf,
that:
|
|
|
|
• |
the Company is
responsible for the adequacy and accuracy of the disclosure in the
filings; |
|
|
|
|
• |
Staff comments or
changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Commission from taking any
action with respect to the filing;
and |
|
|
|
|
• |
the Company may not
assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States. |
In addition, copies of Amendment No. 5 will
be delivered to the Staff by courier, under separate cover, to the
attention of Celeste M. Murphy, Esq. The Company
acknowledges that the Staff may have additional comments after
reviewing Amendment No. 5 and this letter.
In light of
the type and amount of additional information in Amendment No. 5, the
Company does not propose to print or mail a supplement to the Offer to
Exchange.
The Company has noted the Staff’s contact
information and wishes to thank these contacts for their assistance and
prompt review of Amendment No. 5.
We appreciate your
assistance in reviewing this response letter. Please direct questions
or comments regarding this filing to me or my partner Christa A.
D’Alimonte at (212) 848-4000.
Yours
sincerely,
/s/ Linda E.
Rappaport
Linda E. Rappaport
Enclosures
|
|
cc: |
Louis
J. Briskman, Esq. Angeline C. Straka,
Esq. CBS Corporation
Christa A.
D’Alimonte, Esq. George Spera,
Esq. Shearman & Sterling
LLP |
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