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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 26, 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 26, 1998, the Registrant issued a press release announcing the signing
of a definitive agreement to sell its remaining industrial businesses. 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 26,
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 29, 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
CBS CORPORATION SELLS REMAINING
WESTINGHOUSE INDUSTRIAL BUSINESSES
NEW YORK, June 26, 1998 -- CBS Corporation (NYSE:CBS) announced today
that it has signed a definitive agreement to sell its nuclear power and
government operations businesses to a joint venture led by Morrison Knudsen
Corporation (NYSE:MK) in a transaction valued at approximately $1.2 billion,
including $238 million in cash and the assumption by the buyers of liabilities,
commitments and obligations totaling approximately $950 million. With the close
of this transaction, and the recently announced sale of the Process Control
Division for $265 million, the divestiture of all of the Westinghouse industrial
businesses will be completed.
The joint venture, which will include minority participation by BNFL,
will form a new holding company, called the Westinghouse Electric Company, that
will be based in Monroeville, Pa. Dr. Charles W. Pryor, who currently heads the
Westinghouse industrial businesses, will serve as President and Chief Executive
Officer of that holding company.
Michael H. Jordan, Chairman and Chief Executive Officer of CBS
Corporation, said: "With this transaction, the transformation of the former
Westinghouse into the CBS Corporation--a pureplay media company with high free
cash flow growth--is complete. All of the major industrial businesses are now
matched with strong strategic players to enhance their growth prospects, to
provide new opportunities for Westinghouse employees, and to better serve and
discharge their obligations to their customers. And for our shareholders, the
divestiture option we selected for the industrial businesses has generated
significantly enhanced value."
Since August 1997, CBS Corporation has announced sales of former
Westinghouse assets totaling more than $5.7 billion in value--more than $4.6
billion in cash has been received and almost $1.1 billion in liabilities has
been assumed by the buyers.
The transaction is subject to government reviews and is expected to
close before the end of this year.
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Contacts: Jack Bergen/CBS Corporation 212/975-3835
