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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): October 28, 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 October 28, 1998, the Registrant issued a press release announcing Michael
H. Jordan to retire at year end and Mel Karmazin to succeed Jordan as Chief
Executive Officer of CBS Corporation. 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 October 28,
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: October 28, 1998
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
- ----------- ----------- -------------------
99 Press Release
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Exhibit 99
[CBS CORPORATION LOGO]
CBS CORPORATION
51 WEST 62 STREET
NEW YORK, NEW YORK 10019-6188
October 28, 1998
MICHAEL H. JORDAN TO RETIRE AT YEAR-END
MEL KARMAZIN TO SUCCEED JORDAN
AS CHIEF EXECUTIVE OFFICER, CBS CORPORATION
CBS Corporation announced today that Michael H. Jordan, Chairman and Chief
Executive Officer, has declared his intention to retire at the end of 1998.
At the same time, the CBS Board of Directors announced that is has elected
Mel Karmazin, the Company's President and Chief Operating Officer, to succeed
Mr. Jordan as Chief Executive Officer of the Corporation, effective Jan. 1,
1999. The Board intends to elect a chairman by that date.
"By the end of 1998, with the completion of the last of our industrial
divestitures, we will have brought to a close the corporate transformation we
began in 1993," said Mr. Jordan. "Our media resources, our management team and
the value of our Company have all shown dramatic progress. I believe that, by
the end of this year, we will have delivered on my personal goal of changing
the conglomerate that was Westinghouse into one of the finest media enterprises
in the world. I can think of no more appropriate time to move on to other
challenges, and no better person to carry CBS forward than Mel Karmazin."
"With patience and incredible strategic vision, Mike Jordan has reshaped
Westinghouse into a new corporation with enormous value and almost unlimited
possibilities," said Mr. Karmazin. "It is an honor to succeed him in moving
this Company into the future. The road ahead is very exciting. Working with
Leslie Moonves at CBS Television and the great team of people who lead this
Company in news, sports, entertainment and station operations, I look forward
to building on CBS's record of commitment to the public and to our
shareholders."
In his new role, Mr. Karmazin will assume responsibility for the strategic
direction of the Company, while continuing to oversee the full range of CBS
operations: CBS Television, including the Network and all its associated
enterprises and support functions; CBS Cable -- the leader in country lifestyle
entertainment -- and the CBS Station Group, comprised of CBS Radio, with more
than 160 stations and radio networks that serve the industry, and the 14 CBS
Owned television stations, as well as TDI, the Company's outdoor business.
(More)
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CBS Corporation...2
Mr. Karmazin has been President and Chief Operating Officer of CBS
Corporation since April 7, 1998. He joined in January 1997 as Chairman and Chief
Executive Officer of CBS Radio through a merger of CBS Radio and Infinity
Broadcasting, where he had served as President and Chief Executive Officer since
1981. He was named Chairman and Chief Executive Officer, CBS Station Group --
both radio and television station operations -- in May 1997.
Mr. Jordan has served as Chairman and Chief Executive Officer of CBS
Corporation -- until Dec. 1, 1997, known as Westinghouse Electric Corporation --
since June of 1993. He has overseen a major transformation of the corporation
from an industrial conglomerate to a company wholly focused on the media
business. Under Mr. Jordan's direction, the company, which at that time had five
television and 18 radio stations, acquired CBS Inc. (1995), Infinity
Broadcasting (1996), Gaylord Entertainment Company's cable properties TNN and
CMT (1997) and the radio broadcasting operations of American Radio Systems
(1998).
Before joining Westinghouse, Mr. Jordan was a partner with Clayton,
Dubilier and Rice, a private investment form based in New York City. Prior to
that, he spent 18 years with PepsiCo. After joining PepsiCo. in 1974 as Director
of Planning, he held senior management positions with PepsiCo. International,
PepsiCo. Food International and Frito Lay Division. He was also Chief Financial
Officer and President of PepsiCo. Inc.
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Contact: Gil Schwartz CBS/Communications 212-975-2121
