0001225208-16-042319.txt : 20161128
0001225208-16-042319.hdr.sgml : 20161128
20161128183725
ACCESSION NUMBER: 0001225208-16-042319
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20161123
FILED AS OF DATE: 20161128
DATE AS OF CHANGE: 20161128
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NATIONAL AMUSEMENTS INC /MD/
CENTRAL INDEX KEY: 0000913264
STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833]
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09553
FILM NUMBER: 162020971
BUSINESS ADDRESS:
STREET 1: 846 UNIVERSITY AVENUE
CITY: NORWOOD
STATE: MA
ZIP: 02062
BUSINESS PHONE: 6174611600
MAIL ADDRESS:
STREET 1: 846 UNIVERSITY AVENUE
CITY: NORWOOD
STATE: MA
ZIP: 02062
FORMER NAME:
FORMER CONFORMED NAME: NATIONAL AMUSEMENTS INC
DATE OF NAME CHANGE: 19931008
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: REDSTONE SUMNER M
CENTRAL INDEX KEY: 0001204726
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09553
FILM NUMBER: 162020972
MAIL ADDRESS:
STREET 1: 1515 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10036
4
1
doc4.xml
X0306
4
2016-11-23
0000813828
CBS CORP
CBS, CBS.A
0001204726
REDSTONE SUMNER M
51 WEST 52ND STREET
NEW YORK
NY
10019
1
1
0000913264
NATIONAL AMUSEMENTS INC /MD/
846 UNIVERS
NORWOOD
MA
02062
1
CBS Class A common stock
2016-11-23
4
C
0
128300.0000
0.0000
D
29882599.0000
I
By NAI, NAI EH and NAI AH.
CBS Class B common stock
2016-11-23
4
C
0
128300.0000
0.0000
A
9372100.0000
I
By NAI, NAI EH and NAI AH.
CBS Class B common stock
2016-11-23
5
G
0
128300.0000
0.0000
D
9243800.0000
I
By NAI, NAI EH and NAI AH.
CBS Class A common stock
40.0000
D
CBS Class B common stock
202493.0000
D
Shares of Class A Common Stock were converted to shares of Class B Common Stock on a one-to-one basis for no consideration pursuant to the terms of the Class A Common Stock under the Issuer's Amended and Restated Certificate of Incorporation.
Of these securities, (i) 21,351,472 shares are owned directly by National Amusements, Inc. (NAI); (ii) 8,251,064 shares are owned directly by NAI Entertainment Holdings LLC (NAI EH); and (iii) 280,063 shares are owned by NAI Asset Holdings LLC (NAI AH). NAI EH and NAI AH are each wholly-owned subsidiaries of NAI. The shares owned directly by NAI EH and NAI AH may also be deemed to be beneficially owned by NAI, and such shares, as well as the shares owned directly by NAI, may also be deemed to be beneficially owned by Sumner M. Redstone, who is the controlling stockholder of NAI.
Of these securities, (i) 5,800,000 shares are owned directly by NAI EH and (ii) 3,443,800 shares are owned directly by NAI AH. The shares owned directly by NAI EH and NAI AH may also be deemed to be beneficially owned by NAI, and such shares may also be deemed to be beneficially owned by Sumner M. Redstone, who is the controlling stockholder of NAI.
Bona fide gifts by National Amusments Inc. to charitable foundations for no consideration.
smr2016-ex24.txt
/s/ Jonathan H. Anschell, Attorney-in-fact
2016-11-28
By: Tad Jankowski, Vice President
2016-11-28
EX-24
2
smr2016-ex24.txt
CBS CORPORATION
POWER OF ATTORNEY
------------------
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, a director
and/or officer of CBS Corporation, a Delaware corporation (the "Company"),
hereby constitute and appoint Lawrence P. Tu, Jonathan Anschell, Matthew D.
Morgeson and Kimberly D. Pittman, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the other, for me and in my name, place and stead, in any and all capacities, to
execute and file for and on behalf of the undersigned (i) any reports on Forms
3, 4 and 5 (including any amendments thereto and any successors to such Forms)
with respect to ownership of securities of the Company, that the undersigned
may be required to file with the U.S. Securities and Exchange Commission in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder and (ii) any other documents necessary or appropriate to obtain
codes and passwords enabling the undersigned to file such reports
electronically.
The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934. The Company will use
all reasonable efforts to apprise the undersigned of applicable filing
requirements for Section 16 purposes.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact. This Power of Attorney also serves to revoke and
replace as of the date hereof, any prior Power of Attorney executed by the
undersigned with respect to the ownership of securities of the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 25th day of January 2016.
Signature: /s/ Sumner Redstone
----------------------
Print Name: Sumner M. Redstone
/s/ David Andelman
----------------------
Witness David R. Andelman