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