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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): June 5, 1998
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)
51 West 52nd Street, New York, NY 10019
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(Address of principal executive offices; zip code)
(212) 975-4321
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(Registrant's Telephone No., including area code)
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Item 5. Other Events
On June 5, 1998, the Registrant issued a press release announcing the completion
of its acquisition of American Radio Systems. A copy of the press release is
attached hereto as Exhibit 99 and is incorporated herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99 Press release issued by the Registrant on June 5,
1998, is filed as Exhibit 99 to this Report.
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
Deputy General Counsel
Date: June 5, 1998
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
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99 Press Release
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Exhibit 99
[CBS Corporation Logo]
51 WEST 52 STREET NEW YORK, NEW YORK 10019-6188
June 5, 1998
CBS CORPORATION COMPLETES ACQUISITION OF
AMERICAN RADIO SYSTEMS FOR $2.6 BILLION
NEW YORK, June 4, 1998 -- CBS Corporation (NYSE:CBS) announced today
that it has completed the acquisition of American Radio Systems' (NYSE:AFM)
radio broadcasting operations (ARS) for approximately $2.6 billion, including
the assumption of debt.
ARS is one of the nation's largest radio broadcasting companies with
more than 90 radio stations located in 19 predominately top 50 markets,
including several major markets where CBS has existing radio and television
stations.
Mel Karmazin, President and Chief Operating Officer, CBS Corporation,
commented: "We are pleased to have completed this significant acquisition which
further strengthens CBS's investment in the fast growing radio industry. The
ARS radio properties are a very attractive group of radio stations, which
enables CBS Radio to expand into new top 50 markets and increase its position
in its existing major markets. As a result of this acquisition, we expect the
CBS Radio Station Group, including the out-of-home media company, to represent
over 65% of the Company's future operating cash flow."
Mr. Karmazin added that CBS expects to continue to make additional
investments in its radio and out-of-home businesses.
* * *
Note: Certain statements in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievement of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Reference is made to the Company's Annual Report on
From 10-K for the 1997 fiscal year filed with the Securities and Exchange
Commission for additional information concerning such risks and uncertainties.
Contacts: Jack Bergen CBS Corporation 212/975-3835
