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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): August 27, 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 August 27, 1998, the Registrant issued a press release announcing its
intention to offer up to 20% of its radio/outdoor group for sale in an initial
public offering. 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 August 27,
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: August 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
August 27, 1998
CBS CORPORATION ANNOUNCES PLAN TO OFFER
UP TO 20% OF ITS RADIO/OUTDOOR GROUP IN A PUBLIC OFFERING
NEW COMPANY TO BE CALLED INFINITY BROADCASTING
EXISTING CBS MANAGEMENT TO LEAD BOTH COMPANIES
NEW YORK, Aug. 27, 1998 -- CBS Corporation (NYSE-CBS) announced that it
intends to offer up to 20% of its radio/outdoor group for sale in an initial
public offering. The new company, which will be called Infinity Broadcasting,
will consist of CBS Corporation's radio and outdoor businesses, which are
currently reported as the Company's radio segment.
The CBS Corporation, which will own at least 80% of the new entity after
the offering, will continue to operate the CBS Television Group, which consists
of the 14 owned CBS Television stations, one of the largest groups in the
industry covering 32% of the nation with stations in all six top U.S. markets,
the CBS Television network -- an industry leader for 50 years in Entertainment,
News, Sports and Syndication, and CBS Cable, owner of TNN (The Nashville
Network) and CMT (Country Music Television).
The new Infinity Broadcasting will own and operate the world's largest
radio group, with more than 155 radio stations, 80 of which are in the Top 20
U.S. markets. Also included in the radio segment are TDI, one of the largest
outdoor advertising companies in the nation, and the Company's minority equity
investment in Westwood One, the largest producer and distributor of news, talk,
sports and entertainment radio programming in the United States.
CBS Corporation and Infinity will operate under existing common management
and continue to take advantage of revenue opportunities across radio, outdoor,
television stations, cable and network. As the present chairman and chief
executive officer of CBS Radio Group, Mel Karmazin will hold that same title at
the new Infinity. He will continue to hold the post of President and Chief
Operating Officer of CBS Corporation.
(More)
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CBS Corporation...2
In commenting on the transaction, Michael H. Jordan, Chairman and Chief
Executive Officer, CBS Corporation, said, "We believe that in offering shares
of the new Infinity Broadcasting, we will unlock the value of our largest and
fastest-growing operating segment -- our radio and outdoor businesses. At the
same time, the offering should create a company with significant borrowing
capacity, as well as an attractive stock, for radio and outdoor acquisition
opportunities. CBS Corporation, with its 80% ownership in Infinity and its very
strong Television Group operations, should continue to represent an attractive
investment vehicle for future growth. Both companies, benefitting from common
management, will maintain their focus on ongoing revenue and margin improvement
and the growth of shareholder value."
CBS Corporation expects Infinity Broadcasting to file a registration
statement with the Securities and Exchange Commission in the third quarter and
to complete the offering by year-end, subject to market conditions, regulatory
approvals and final Board approval. Proceeds from the offering are expected to
be used for general corporate purposes.
"In undertaking this action, we build and enhance the value of CBS
Corporation for its shareholders and realize significant benefits for the new
Infinity Broadcasting as well," said Mel Karmazin, President and Chief
Operating Officer, CBS Corporation. "CBS will continue to be the majority owner
of the world's premier radio entity and to utilize the entire portfolio of the
media assets under the CBS umbrella, in order to achieve maximum synergies that
will benefit listeners, viewers and advertisers alike."
The Company also announced that as a part of its continuing process of
streamlining its operations and cost structures, the Company will likely take a
restructuring charge of $50 million to $70 million in the third quarter of
1998. These efforts, which largely focus on network and corporate overhead
costs, are part of the Company's continuing commitment to improve profitability
and to redefine the CBS Television Network for success in the multi-channel
environment of the future.
This is not an offering of securities, which will be made only by a
prospectus.
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 which may cause the actual results, performance
or achievements 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
Form 10-K for the 1997 year filed with the Securities and Exchange Commission
for additional information concerning such risks and uncertainties.
* * *
Contact: Gil Schwartz CBS Corporation 212-975-2121
Dana McClintock CBS Corporation 212-975-1077
