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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 3, 1997
Commission file number 1-977
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CBS CORPORATION
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(Exact name of registrant as
specified in its charter)
PENNSYLVANIA 25-0877540
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222-1384
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(Address of principal executive offices; zip code)
(412) 244-2000
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(Registrant's Telephone No., including area code)
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Item 5. Other Events
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On December 3, 1997, the Registrant issued a press release regarding
the election of two additional directors to the Board of Directors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No.
99.1 Press Release concerning the election of two addition
directors to the Board of Directors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CBS CORPORATION
(Registrant)
By: /s/ ANGELINE C. STRAKA
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Angeline C. Straka
Vice President, Secretary and
Assistant General Counsel
Date: December 8, 1997
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
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99.1 Press Release
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Exhibit 99.1
December 3, 1997
CBS CORPORATION ELECTS TWO ADDITIONAL DIRECTORS
Martin C. Dickinson, Director, Scripps Bank;
Jan Leschly, Chief Executive, SmithKline Beecham
Martin C. Dickinson, Director, Scripps Bank, and Chairman of the Board of
the Scripps Foundation for Medicine and Science, and Jan Leschly, Chief
Executive, SmithKline Beecham, have been elected to join the Board of Directors
of the CBS Corporation, it was announced by Michael H. Jordan, Chairman and
Chief Executive Officer, CBS Corporation.
"These two accomplished business leaders bring valuable financial and
market experience to the new CBS Corporation," Mr. Jordan said. "Jan Leschly's
insights into the pharmaceutical industry, one of the fastest growing
advertising categories, as well as his unsurpassed international business
expertise, will be invaluable. Martin Dickinson brings a wealth of financial
experience that helped to guide the expansion of Gaylord Entertainment and will
be equally useful as CBS Corporation grows in the coming years."
Mr. Dickinson has had a long and distinguished career in banking. He is
currently a Director of Scripps Bank and served as Senior Credit Officer at
Scripps for a decade. Prior to that, he held various posts at other major West
Coast banks. He currently serves on a number of corporate and charitable
boards. Mr. Dickinson is a graduate of Pomona College (B.A., economics) and
Stanford University (M.B.A., finance) and served as an officer in the United
States Navy.
Mr. Dickinson is a Director of the Gaylord Entertainment Company. In 1997
Westinghouse/CBS acquired two major cable networks, TNN: The Nashville Network
and CMT: Country Music Television from Gaylord.
Mr. Leschly has been Chief Executive, SmithKline Beecham, one of the
world's leading health care companies, since 1994. In his first year in that
post, he was named one of Business Week's top 25 managers, won the Wall
Street Transcript Gold Medal Award for the pharmaceutical industry and received
the 1995 Pharmacy Practitioner of the Year Award from the FIP (Federation
Internationale Pharmacetique) Foundation for Education and Research. He joined
SmithKline Beecham in 1990 as Chairman of its worldwide pharmaceutical business
and member of the Board of Directors. Under his leadership, the division led
the company to double-digit sales and profit growth.
(over)
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CBS Corporation...2
Previously, Mr. Leschly had been President and Chief Operating Officer,
Squibb Corporation, after serving for a decade in several major posts at Squibb.
Mr. Leschly has served on a number of boards in Europe and the United States. He
is a graduate of the Copenhagen College (B.S., pharmacy) and the Copenhagen
School of Economics and Business Administration (B.S., business administration).
He is also well known for his successes in professional tennis -- ranking 10th
in the world in 1965, competing in 16 Wimbledon tournaments and representing his
native Denmark in the Davis Cup.
Mr. Leschly will join the Board effective at its January meeting. Mr.
Dickinson will join the Board effective at the later of its January meeting or
completion of certain regulatory reviews.
Mr. Leschly and Mr. Dickinson will join the former members of the Board of
Directors of the Westinghouse Electric Corporation who now comprise the Board of
the CBS Corporation: Frank C. Carlucci, Chairman, The Carlyle Group; Robert E.
Cawthorn, Chairman Emeritus, Rhone-Poulenc Rorer, Inc.; George H. Conrades,
Corporate Executive Vice President and President, GTE Internetworking; William
H. Gray, President and Chief Executive Officer, The College Fund/UNCF; Mr
Jordan; Mel Karmazin, Chairman and Chief Executive Officer, CBS Station Group;
Hon. David K. P. Li, Chairman and Chief Executive Officer, The Bank of East
Asia, Limited; David T. McLaughlin, President Emeritus of the Aspen Foundation;
Richard R. Pivirotto, President, Richard R. Pivirotto Co., Inc.; Raymond W.
Smith, Chairman and Chief Executive Officer, Bell Atlantic Corporation; Paula
Stern, Ph.D., President , The Stern Group, Inc., and Robert D. Walter, Chairman
and Chief Executive Officer, Cardinal Health, Inc.
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Contacts: Jack Bergen CBS Corporation 212/975-3835
Michael Silver CBS Corporation 212/975-3161
