As filed with the Securities and Exchange Commission on December 7, 1999
Registration Statement No. 333-88775
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CBS CORPORATION
(Exact name of Registrant as specified in its charter)
---------------------------
Pennsylvania 25-0877540
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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51 West 52nd Street
New York, NY 10019
(212) 975-4321
(Address, including zip code, and telephone
number, including area code, of
Registrant's principal executive
offices)
---------------------------
Louis J. Briskman, Esq.
Executive Vice President and General Counsel
CBS Corporation
51 West 52nd Street
New York, NY 10019
(212) 975-4321
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
Copy to:
Peter S. Wilson, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
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Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans,
please check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
---------------------------
CALCULATION OF REGISTRATION FEE
Proposed
Title of Each Proposed Maximum
Class of Maximum Aggregate Amount of
Securities Amount to be Offering Price Offering Registration
To be Registered Registered Per Share(1) Price(1) Fee(2)
Common Stock,
$1.00 par value 10,141,691 $48.72 $494,103,186 $137,360.69
Series A Preferred
Stock Purchase
Rights 10,141,691 (3) (3) (3)
(1) Estimated solely for the purposes of computing the registration fee
pursuant to Rule 457(c) under the Securities Act on the basis of the
average of the high and low reported sale prices of the Registrant's
Common Stock on the New York Stock Exchange Inc. Composite Tape on
October 7, 1999. The registration fee of $137,360.69 was paid on October
12, 1999, in connection with the initial filing of this Registration
Statement on Form S-3.
(2) Calculated by multiplying the aggregate offering amount by .000278.
(3) The Series A Preferred Stock Purchase Rights of CBS are attached to and
trade with the shares of CBS Common Stock being registered hereby. The
value attributable to such Series A Preferred Stock Purchase Rights, if
any, is reflected in the market price of CBS Common Stock.
<PAGE>
PROSPECTUS
December 7, 1999
10,141,691 SHARES
CBS CORPORATION
COMMON STOCK
------------------------------------
This Prospectus relates to the proposed sale from time to time of up
to an aggregate of 10,141,691 shares of common stock of CBS Corporation, a
Pennsylvania corporation, by a selling shareholder. The selling shareholder
acquired shares of CBS Series B Participating Preferred Stock in connection
with the acquisition by CBS from the selling shareholder of television
broadcast station KTVT-TV, Fort Worth/Dallas, Texas, on October 12, 1999.
The preferred stock is convertible by the selling shareholder into our
common stock at any time and this Prospectus relates to the shares of our
common stock issuable to the selling shareholder upon conversion of the
preferred stock.
In connection with this acquisition, we agreed to register this
offering of shares for the benefit of the selling shareholder.
The selling shareholder may sell all or any portion of the shares of
our common stock in one or more transactions on a stock exchange on which
the shares are listed, an underwritten offering or in private, negotiated
transactions. The selling shareholder will determine the prices at which it
sells the shares. We will not receive any of the proceeds from the sale of
the shares by the selling shareholder, but we will pay all registration
expenses. The selling shareholder will pay any underwriting discounts and
selling commissions in connection with the sale of the shares and, in
certain circumstances, marketing expenses incurred in connection with an
underwritten offering of the shares.
On December 1, 1999, 764,628,774 shares of our common stock were
outstanding. Our common stock is listed on the New York Stock Exchange
under the symbol "CBS." On December 6, 1999, the last reported sale price
of our common stock on the New York Stock Exchange was $54.50 per share.
We may amend or supplement this Prospectus from time to time by filing
amendments or supplements as required. You should read this entire
Prospectus and any amendments or supplements carefully before you make your
investment decision.
Our principal executive offices are located at 51 West 52nd Street,
New York, New York 10019. Our telephone number is (212) 975-4321.
------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this Prospectus. Any representation
to the contrary is a criminal offense.
------------------
The date of this Prospectus is December 7, 1999.
<PAGE>
TABLE OF CONTENTS
Page
Where You Can Find More Information.......................................4
Special Note Regarding Forward-looking Statements.........................5
Recent Developments.......................................................6
Use of Proceeds...........................................................6
Selling Shareholder.......................................................6
Plan of Distribution......................................................7
Legal Matters.............................................................9
Experts...................................................................9
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This Prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read
and copy any document we file at the SEC's Public Reference Room at 450
Fifth Street N.W., Washington, D.C. 20549. Please call 1-800-SEC-0330 for
further information on the operation of the Public Reference Room. Reports,
proxy statements and other information regarding issuers that file
electronically with the SEC, including our filings, are also available to
the public from the SEC's web site at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information in
documents we file with them, which means that we can disclose important
business and financial information about us to you that is not included in
or delivered with this Prospectus by referring you to those documents.
The information incorporated by reference is considered to be part of
this Prospectus. Information that we file later with the SEC will
automatically update and supersede this information. We incorporate by
reference the documents listed below and any filing we will make with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 following the date of this Prospectus:
o Annual Report on Form 10-K, as amended by Form 10-K/A, for the
year ended December 31, 1998
o Quarterly Report on Form 10-Q, as amended by Form 10-Q/A, for the
quarterly period ended March 31, 1999, the Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1999 and the Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
1999
o Current Reports on Form 8-K filed on January 29, 1999, February 5,
1999, April 1, 1999, April 13, 1999, April 30, 1999, June 4, 1999,
June 28, 1999, July 30, 1999, August 4, 1999, September 8, 1999,
September 15, 1999, October 8, 1999 and December 6, 1999
(including Viacom Inc. historical financial statements), October 8,
1999 and November 22, 1999 (including King World Productions, Inc.
historical financial statements), October 12, 1999, October 29, 1999,
November 2, 1999, November 5, 1999 and November 22, 1999
o Description of risk factors contained in our Registration
Statement on Form S-4 (Registration Statement No. 333-84761),
filed on August 9, 1999, as amended by Post-Effective Amendment No. 1
to that Registration Statement, filed on November 5, 1999
o Description of risk factors and unaudited pro forma financial
information relating to the Viacom Inc./CBS and the CBS/King World
Productions, Inc. transactions contained in our Definitive Joint
Proxy Statement on Schedule 14A dated November 24, 1999, filed in
connection with our pending merger with Viacom Inc. (Annex A of
which includes a copy of the amended and restated CBS/Viacom merger
agreement)
o Description of our common stock contained in our Registration
Statement on Form 10 dated May 15, 1935
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Louis J. Briskman, Esq.
Executive Vice President
and General Counsel
CBS Corporation
51 West 52nd Street
New York, New York 10019
Telephone requests may be directed to (212) 975-4321.
<PAGE>
We have not authorized anyone to give any information or make any
representation about us that differs from or adds to the information in
this Prospectus or in our documents or the documents that we publicly file
with the SEC. Therefore, if anyone does give you different or additional
information, you should not rely on it.
If you are in a jurisdiction where it is unlawful to offer to exchange
or sell, or to ask for offers to exchange or sell, the securities offered
by this Prospectus, or if you are a person to whom it is unlawful to direct
such activities, then the offer presented by this Prospectus does not
extend to you.
The information contained in this Prospectus speaks only as of its
date unless the information specifically indicates that another date
applies.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference in this
Prospectus contain both historical and forward-looking statements. All
statements other than statements of historical fact are, or may be deemed
to be, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements are not based on historical facts,
but rather reflect CBS' current expectations concerning future results and
events. These forward-looking statements generally can be identified by
use of statements that include phrases such as "believe," "expect,"
"anticipate," "intend," "plan," "foresee," "likely," "will" or other
similar words or phrases. Similarly, statements that describe our
objectives, plans or goals are or may be forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of CBS to be different from any future results, performance
and achievements expressed or impled by these statements. You should review
carefully all information, including the financial statements and the notes
to the financial statements, included or incorporated by reference in this
Prospectus.
The following important factors could affect future results, causing
these results to differ materially from those expressed in our
forward-looking statements:
o the timing, impact and other uncertainties related to pending and
future acquisitions by CBS and the pending combination of CBS and
Viacom
o the ability of CBS and the combined company to develop and acquire
television programming and to attract and retain advertisers
o the ability of CBS and the combined company to increase audience
share for its programs, particularly in key demographic segments
o the ability of CBS and the combined company to renew existing
programming, licensing and distribution agreements and to enter into
new agreements
o the success of CBS, the combined company and its suppliers and
customers in achieving year 2000 compliance
o the impact of significant competition from both the over-the-air
broadcast stations and programming alternatives such as cable
television, wireless cable, in-home satellite distribution
services and pay-per-view and home video entertainment services
o the impact of new technologies including the magnitude of equity
looses and other uncertainties related to CBS' Internet based
investments
o changes in laws or rules or regulations of a governmental agency,
including the Federal Communications Commission regulations
<PAGE>
o dependence upon affiliation agreements
o expenditures by advertisers tend to be seasonal and cyclical
o changes in tax requirements, including tax rate changes, new tax
laws and revised tax law interpretations
o interest rate fluctuations and other capital market conditions
o uncertainties related to certain litigation, environmental and other
liabilities associated with CBS' former industrial businesses
These factors and risk factors described in the previous section are not
necessarily all of the important factors that could cause actual results to
differ materially from those expressed in any of our forward-looking
statements. Other unknown or unpredictable factors also could have material
adverse effects on our future results. The forward-looking statements included
or incorporated by reference in this Prospectus are made only as of the date
of this Prospectus and under Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 we do not have any
obligation to publicly update any forward-looking statements to reflect
subsequent events or circumstances. We cannot assure you that projected
results or event will be achieved.
RECENT DEVELOPMENTS
On September 6, 1999, we entered into an agreement with Viacom Inc.
("Viacom") providing for the merger of CBS and Viacom, and that agreement was
amended and restated as of October 8, 1999 and as of November 23, 1999. Under
the terms of the amended and restated merger agreement, our shareholders will
receive, for each share of our common stock, 1.085 shares of Viacom non-voting
Class B common stock and for each share of our Series B Participating
Preferred Stock, 1.085 shares of Viacom Series C Preferred Stock. The
transaction is subject to a number of closing conditions, including Federal
Communications Commission approval, expiration of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 waiting period and the adoption of the
amended and restated merger agreement by our shareholders. We expect the
merger to close sometime during the first half of 2000. You may access our
Definitive Joint Proxy Statement on Schedule 14A dated Noember 24, 1999 for a
copy of the amended and restated CBS/Viacom merger agreement and additional
information regarding the merger. See "Where You Can Find More Information."
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by
the selling shareholder.
SELLING SHAREHOLDER
The following table sets forth the total number of shares of our
common stock the selling shareholder would own upon conversion of all the
shares of our Series B Participating Preferred Stock owned by the selling
shareholder. Because the selling shareholder may offer all or any portion
of the shares of our common stock pursuant to the offering contemplated by
this Prospectus, we can provide no estimate as to the exact number of
shares the selling shareholder will hold after completion of this offering.
The selling shareholder has not had any material relationship with CBS
(other than as described below or in connection with the acquisition of
KTVT-TV from the selling shareholder) within the past three years. All such
information has been provided to us by the selling shareholder.
<PAGE>
Number
of Shares Percent of Number of Shares
Name of Selling Beneficially Outstanding Registered For
Shareholder Owned Shares(1) Sale Hereby
Gaylord Entertainment
Company 10,141,691(2) 1.3% 10,141,691
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1 Percent of total shares of our common stock outstanding as of December 1,
1999.
2 The number of shares beneficially owned is determined under rules
promulgated by the SEC, and the information is not necessarily indicative
of beneficial ownership for any other purpose. The number of shares
beneficially owned excludes any shares of our common stock that might be
beneficially owned by directors, executive officers or more than 5%
shareholders of the selling shareholder.
In September 1997, we acquired The Nashville Network and Country Music
Television through a merger with the former parent of the selling
shareholder, in which approximately 59 million shares of our common stock
were issued to the shareholders of that former parent. In connection with
that transaction, we entered into certain arrangements with the selling
shareholder, including indemnification, services and non-competition
agreements, that are still in effect as of the date of this Prospectus. In
addition, prior to the closing of our acquisition of television broadcast
station KTVT-TV described below, we had a television network broadcasting
affiliation agreement with the selling shareholder relating to KTVT-TV. We
also had a television network broadcasting affiliation agreement with the
selling shareholder relating to KSTW-TV until June 1997.
On October 12, 1999, upon the closing of our acquisition of KTVT-TV from
the selling shareholder, we issued to the selling shareholder 10,141.691
shares of our Series B Participating Preferred Stock. The preferred stock is
convertible by the selling shareholder at any time prior to the consummation
of the CBS/Viacom transaction into a total of 10,141,691 shares of our common
stock. Under the terms of the merger agreement with the selling shareholder,
as amended, governing this transaction, we agreed to register the resale of
the shares of our common stock issuable to the selling shareholder upon
conversion of the preferred stock and to keep the registration statement
covering that transaction, of which this Prospectus is a part, effective for
up to two years. The merger agreement provides that we may suspend the use of
this Prospectus for a period or periods not to exceed 40 trading days in the
aggregate in any 12 month period if we determine in good faith that a
suspension is necessary to avoid public disclosures (a) that would interfere
or materially adversely affect the negotiation or completion of any
acquisitions or divestitures or (b) of pending corporate developments of a
nature that would require public disclosure, provided that we will use our
reasonable best efforts to keep the length of any blackout period to no more
than ten consecutive trading days.
For the period ending October 12, 2000, if we exercise our right to
suspend the use of this Prospectus, we have agreed to indemnify the selling
shareholder in accordance with the following (without duplication):
o the selling shareholder must have previously notified us in
writing of its intention to sell any or all of the shares, and
the selling shareholder must actually sell those shares during
the 12 month period immediately following the end of the relevant
blackout period and, either,
o if the blackout period exceeds ten consecutive trading days, the
selling shareholder must suffer a loss on the sale of the shares,
measured on a per share basis as the excess, if any, of (1) the
lower of (a) the closing price per share of our common stock on
the day the selling shareholder receives notice of suspension of
the use of this Prospectus and (b) $47.8224 over (2) the higher
of (a) the closing price per share of our common stock on the
trading day
<PAGE>
immediately following the last day of the blackout period and (b)
the price per share (for each relevant sale) at which the selling
shareholder actually sells the shares minus the applicable per
share selling discount or commission, if any, up to a maximum
indemnity of $7 million, or
o if the aggregate number of trading days in all blackout periods
exceeds 40, the selling shareholder must suffer a loss on the
sale of the shares, measured on a per share basis as the excess,
if any, of (1) $47.8224 over (2) the higher of (a) the closing
price per share of our common stock on the trading day
immediately following the last day of the last of such blackout
periods and (b) the price per share (for each relevant sale) at
which the selling shareholder actually sells the shares minus the
applicable per share selling discount or commission, if any.
In addition, we have also agreed to indemnify the selling shareholder
if there is a determination that our acquisition of KTVT-TV is taxable to
the selling shareholder as a result of our breach of certain
representations, warranties or covenants that we made to the selling
shareholder in connection with the acquisition. The amount of the indemnity
is calculated as the excess of the actual tax liability to the selling
shareholder resulting from the transaction over the tax liability that
would have resulted had we not breached those representations, warranties
or covenants. However, the amount of the indemnity is reduced to the extent
the selling shareholder disposes of the preferred stock, or any security
received in exchange for the preferred stock, within ten years of the
closing of our acquisition of KTVT-TV. Furthermore, our indemnity is not
applicable if the selling shareholder has materially contributed in certain
respects to the determination that the acquisition is taxable to the
selling shareholder. However, in the event that this indemnity is not
applicable but we receive a depreciable cost basis in the KTVT-TV assets,
we will be required to pay $40 million to the selling shareholder.
PLAN OF DISTRIBUTION
We are registering this offering of shares on behalf of the selling
shareholder. We will pay all costs, expenses and fees related to this
registration, including all registration and filing fees, printing
expenses, fees and disbursements of our counsel and the selling
shareholder's counsel, blue sky fees and expenses and, if we request that
the selling shareholder effect an underwritten public offering of any of
the shares covered by this Prospectus, all "road show" and other marketing
expenses incurred by us or any underwriters that are not otherwise paid by
the underwriters. These costs, expenses and fees are estimated to total
approximately $189,360.69. The selling shareholder will pay any underwriting
discounts and selling commissions in connection with the sale of the shares
and, if the selling shareholder elects to effect an underwritten public
offering of the shares covered by this Prospectus, all "road show" and
other marketing expenses incurred by us or any underwriters that are not
otherwise paid by the underwriters.
The selling shareholder may sell the shares from time to time in one
or more transactions on one or more exchanges or in alternative trading
markets or otherwise, at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions.
The selling shareholder will determine the prices at which it sells the
shares in these transactions. The selling shareholder may effect these
transactions by selling the shares to or through broker-dealers. In
effecting sales, broker-dealers engaged by the selling shareholder may
arrange for other broker-dealers to participate in the resales. The shares
may be sold by one or more, or a combination, of the following:
o a firm commitment underwritten public offering
<PAGE>
o a block trade in which the broker-dealer attempts to sell the
shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction
o purchases by a broker-dealer as principal and resale by the
broker- dealer for its account pursuant to this Prospectus
o an exchange distribution in accordance with the rules of the
applicable exchange
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers
o privately negotiated transactions
The selling shareholder may enter into hedging transactions with
broker-dealers. In these transactions, broker-dealers may engage in short
sales of our common stock in the course of hedging the positions they
assume with the selling shareholder. The selling shareholder also may sell
our common stock short pursuant to this Prospectus and redeliver the shares
to close out these short positions. The selling shareholder may enter into
option or other transactions with broker-dealers that require the delivery
to the broker-dealer of the shares. The broker-dealer may then resell or
otherwise transfer the shares pursuant to this Prospectus. The selling
shareholder also may loan or pledge the shares to a broker-dealer. The
broker-dealer may then sell the loaned shares or, upon a default by the
selling shareholder, the broker-dealer may sell the pledged shares pursuant
to this Prospectus.
The selling shareholder may engage in other financing transactions
that may include forward contract transactions or borrowings from financial
institutions in which the shares are pledged as security. In connection
with any of these forward contract transactions, the selling shareholder
would pledge the shares to secure its obligations and the counterparty to
these transactions would sell our common stock short to hedge its
transaction with the selling shareholder. Upon a default by the selling
shareholder under any of these financings, including a forward contract
transaction, the pledgee or its transferee may sell the pledged shares
pursuant to this Prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling shareholder. Broker-
dealers or agents may also receive compensation from the purchasers of the
shares for whom they act as agents or to whom they sell as principals, or
both. Compensation to a particular broker-dealer may be in excess of
customary commissions and will be in amounts to be negotiated in connection
with the sale. Broker-dealers or agents and any other participating
broker-dealers or the selling shareholder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933 in connection with sales of the shares. Accordingly, any commission,
discount or concession received by them and any profit on the resale of the
shares purchased by them may be deemed to be underwriting discounts or
commissions under the Securities Act of 1933. Because the selling
shareholder may be deemed to be an "underwriter" within the meaning of
Section 2(11) of the Securities Act of 1933, the selling shareholder will
be subject to the prospectus delivery requirements of the Securities Act of
1933. The selling shareholder has advised us that it has not entered into
any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the shares.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from
registration or qualification is available and is complied with.
The selling shareholder will be subject to applicable provisions of
the Securities Exchange Act of 1934 and their associated rules and
regulations,
<PAGE>
including Regulation M, which provisions may limit the timing of purchases
and sales of shares of our common stock by the selling shareholder. We will
make copies of this Prospectus available to the selling shareholder and
have informed it of the need for delivery of copies of this Prospectus to
purchasers at or prior to the time of any sale of the shares.
We will file a supplement to this Prospectus, if required, pursuant to
Rule 424(b) under the Securities Act of 1933 upon being notified by the
selling shareholder that any material arrangement has been entered into
with an underwriter or a broker-dealer for the sale of the shares through
an underwritten offering or a block trade, special offering, exchange
distribution or secondary distribution, purchase by a broker or dealer or
hedging or financing transaction with the selling shareholder. The
supplement will disclose:
o the name of each underwriter or participating broker-dealer,
o the number of shares involved,
o the price at which the shares will be sold,
o any commissions paid or discounts or concessions allowed to
underwriters or broker-dealers,
o if applicable, that the broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated
by reference in this Prospectus and
o other facts material to the transaction.
The selling shareholder may agree to indemnify any underwriter,
broker-dealer or agent that participates in transactions involving sales of
the shares against certain liabilities, including liabilities arising under
the Securities Act of 1933. We have agreed to indemnify the selling
shareholder and any underwriters against certain liabilities in connection
with the offering of the shares, including liabilities arising under the
Securities Act of 1933.
LEGAL MATTERS
Louis J. Briskman, Esq., our Executive Vice President and General
Counsel, has passed upon the validity with respect to the issuance of our
shares of common stock offered by this Prospectus. As of November 30, 1999,
Mr. Briskman beneficially owned 460,655 shares of our common stock,
including 458,333 shares of our common stock issuable upon the exercise of
stock options.
EXPERTS
The consolidated financial statements and the related financial
statement schedule of CBS, as of December 31, 1998 and 1997 and for each of
the years in the three year period ended December 31, 1998, incorporated by
reference in this Prospectus from CBS' Form 10-K, as amended by Form
10-K/A, for the year ended December 31, 1998, have been audited by KPMG
LLP, independent auditors, as stated in their reports, which are
incorporated in this document by reference, and have been so incorporated
in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
The consolidated financial statements of King World Productions, Inc.,
as of August 31, 1999 and 1998 and for each of the years in the three year
period ended August 31, 1999, incorporated by reference in this Prospectus
from CBS' Form 8-K dated November 22, 1999, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report
with respect thereto and is incorporated by reference in this document in
reliance upon the authority of said firm as experts in giving said report.
<PAGE>
The consolidated financial statements of Viacom Inc., as of December
31, 1998 and 1997, and for each of the three years in the period ended
December 31, 1998, incorporated by reference in this Prospectus from CBS'
Form 8-K dated October 8, 1999, have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of that firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
o The following table sets forth the costs and expenses payable
by us in connection with the registration of the offering of the
shares. All expenses other than the SEC registration fee are
estimates. The selling shareholder will pay all costs and expenses of
selling its shares, including any underwriting discounts and selling
commissions and, if the selling shareholder (rather than CBS) at its
election undertakes to sell the shares in an underwritten offering,
all "road show" and other marketing expenses incurred by us or any
underwriters which are not otherwise paid by such underwriters.
SEC Registration Fee........................... ....... $137,360.69
Accounting Fees and Expenses........................... 10,000.00
Legal Fees and Expenses................................ 40,000.00
Printing Fees and Expenses............................. 0.00
Miscellaneous Expenses................................. 2,000.00
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Total................................ $189,360.69
=============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
CBS is incorporated under the laws of the Commonwealth of
Pennsylvania.
Section 1741 of the Pennsylvania Business Corporation Law ("PBCL")
empowers a Pennsylvania corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or proceeding (a "Proceeding"), whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation), by reason of the fact that such person is or was a
representative of the corporation or is or was serving at the request of
the corporation as a representative of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her in
connection with such Proceeding, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal proceeding,
had no reasonable cause to believe his or her conduct was unlawful. Section
1742 of the PBCL empowers a corporation to indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened, pending
or completed action by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
representative of the corporation or is or was serving at the request of
the corporation as a representative of another corporation or enterprise,
against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement of the
action if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, provided that indemnification will not be made in
<PAGE>
respect of any claim, issue or matter as to which such person has been
adjudged to be liable to the corporation unless there is a judicial
determination that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for the expenses that the
court deems proper.
Section 1743 of the PBCL provides that to the extent that a
representative of a corporation has been successful on the merits or
otherwise in defense of any Proceeding, or in defense of any claim, issue
or matter therein, he or she will be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her
in connection therewith.
Section 1745 of the PBCL provides that expenses (including attorneys'
fees) incurred in defending a Proceeding may be paid by the corporation in
advance of the final disposition of such Proceeding upon receipt of an
undertaking by or on behalf of the representative to repay such amount if
it is ultimately determined that he or she is not entitled to be
indemnified by the corporation.
Section 1746 of the PBCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
sections of the PBCL will not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise. However, Section 1746 also provides that such
indemnification will not be made in any case where the act or failure to
act giving rise to the claim for indemnification is determined by a court
to have constituted willful misconduct or recklessness.
We provide for indemnification of our directors and officers pursuant
to Article ELEVEN of our Articles of Incorporation and Article XVII(B) of
our By-laws. Article ELEVEN of our Articles of Incorporation and Article
XVII(B) of our By-laws provide in effect that, with respect to Proceedings
based on acts or omissions on or after January 27, 1987, and unless
prohibited by applicable law, we will indemnify directors and officers
against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred in connection with any such Proceedings
(subject to certain limitations in the case of actions by such persons
against us). Under Article XVII(B), we will also advance amounts to any
director or officer during the pendency of any such Proceedings against
expenses incurred in connection with such Proceedings, provided that, if
required by law, we receive an undertaking to repay such amount if it is
ultimately determined that such person is not entitled to be indemnified
under such Article. The indemnification provided for in such Articles is in
addition to any rights to which any director or officer may otherwise be
entitled. Article XVII(B) of our By-laws provides that the right of a
director or officer to such indemnification and advancement of expenses
will be a contract right and further provides procedures for the
enforcement of such right.
As authorized by Article ELEVEN of our Articles of Incorporation, we
have purchased directors' and officers' liability insurance policies
indemnifying our directors and officers and the directors and officers of
our subsidiaries against claims and liabilities (with stated exceptions) to
which they may become subject by reason of their positions with us or our
subsidiaries as directors and officers.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated as of March 31, 1999, as amended
by Amendment No. 1 dated September 8, 1999, by and among CBS, King
World Productions, Inc. and K Acquisition Corp., incorporated by
reference to Annex A to the Proxy Statement/Prospectus dated August
9, 1999, which forms a part of our Registration Statement on Form
S-4 (Registration No. 333-84761) filed on August 9, 1999, and to
Annex S-A to the Proxy Statement/Prospectus Supplement dated
November 5, 1999, which forms a part of Post-Effective Amendment No.
1 to our Registration Statement on Form S-4 (Registration No.
333-84761 filed on November 5, 1999)
<PAGE>
*2.2 Agreement and Plan of Merger dated as of April 9, 1999 by
and among CBS, Gaylord Entertainment Company, Gaylord
Television Company, Gaylord Communications, Inc., CBS Dallas
Ventures, Inc. and CBS Dallas Media, Inc.
*2.3 First Amendment dated as of October 8, 1999, to the
Agreement and Plan of Merger
*2.4 Amended and Restated Tax Matters Agreement dated as of
October 8, 1999, by and among CBS, Gaylord Entertainment
Company, Gaylord Television Company and Gaylord
Communications, Inc.
2.5 Amended and Restated Agreement and Plan of Merger dated as of
November 23, 1999 by and among CBS Corporation and Viacom Inc.,
incorporated by reference to our Definitive Joint Proxy
Statement on Schedule 14A dated November 24, 1999
3.1 Restated Articles of Incorporation of CBS, as amended to
October 27, 1997, incorporated by reference to Exhibit 3(a)
to our Form 10-Q for the period ended September 30, 1999
3.2 By-laws of CBS, as amended to May 4, 1999, incorporated by
reference to Exhibit 3(b) to our Form 10-Q for the quarterly
period ended June 30, 1999
4.1 The rights of holders of our common stock set forth in our
Restated Articles of Incorporation and By-laws that are
included in Exhibits 3.1 and 3.2.
4.2 The rights of holders of our Series A Preferred Stock
Purchase Rights set forth in our Rights Agreement that is
incorporated by reference to Exhibit 1 to our Form 8-A filed
on January 9, 1996
*5.1 Opinion of Louis J. Briskman, Esq.
**23.1 Consent of KPMG LLP
**23.2 Consent of Arthur Andersen LLP
**23.3 Consent of PricewaterhouseCoopers LLP
*23.4 Consent of Arthur Andersen LLP dated October 12, 1999
*23.5 Consent of Louis J. Briskman, Esq. (included in opinion
filed as Exhibit 5.1)
*24.1 Power of Attorney
* Previously filed with our Registration Statement on Form S-3 (Regisration
No. 333-88775) filed on October 12, 1999.
** Filed herewith.
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the Prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of New York, State of New York on
December 7, 1999.
CBS CORPORATION,
Registrant
by
/s/ Robert G. Freedline
---------------------------------
Robert G. Freedline
Vice President and Controller
<PAGE>
SIGNATURE TITLE DATE
- ------------------------ ------------------- ------------------
*
- ------------------------ Director
George H. Conrades
*
- ------------------------ Director
Martin C. Dickinson
*
- ------------------------ Director
William H. Gray III
*
- ------------------------ President and Chief
Mel Karmazin Executive Officer and
Director (principal
executive officer)
*
- ------------------------ Director
Jan Leschly
*
- ------------------------ President and Chief
Leslie Moonves Executive Officer, CBS
Television, and Director
*
- ------------------------ Chairman and Director
David T. McLaughlin
*
- ------------------------ Director
Richard R. Pivirotto
*
- ------------------------ Director
Raymond W. Smith
*
- ------------------------ Director
Dr. Paula Stern
*
- ------------------------ Director
Robert D. Walter
*
- ------------------------ Executive Vice President
Fredric G. Reynolds and Chief Financial Officer
(principal financial officer)
<PAGE>
/s/ Robert G. Freedline
- ------------------------ Vice President and December 7, 1999
Robert G. Freedline Controller (principal
accounting officer)
*By /s/ Robert G. Freedline December 7, 1999
-----------------------
Robert G. Freedline
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated as of March 31, 1999, as
amended by Amendment No. 1 dated September 8, 1999, by and
among CBS, King World Productions, Inc. and K Acquisition
Corp., incorporated by reference to Annex A to the Proxy
Statement/Prospectus dated August 9, 1999, which forms a part
of our Registration Statement on Form S-4 (Registration No.
333-84761) filed on August 9, 1999, and to Annex S-A to the Proxy
Statement/Prospectus Supplement dated November 5, 1999, which
forms a part of Post-Effective Amendment to No. 1 to our
Registration Statement on Form S-4 (Registration No. 333-84761
filed on November 5, 1999)
*2.2 Agreement and Plan of Merger dated as of April 9, 1999 by and
among CBS, Gaylord Entertainment Company, Gaylord Television
Company, Gaylord Communications, Inc., CBS Dallas Ventures,
Inc. and CBS Dallas Media, Inc.
*2.3 First Amendment dated as of October 8, 1999, to the Agreement
and Plan of Merger filed herewith as Exhibit 2.2
*2.4 Amended and Restated and Tax Matters Agreement dated as of
October 8, 1999, by and among CBS, Gaylord Entertainment
Company, Gaylord Television Company and Gaylord Communications,
Inc.
2.5 Amended and Restated Agreement and Plan of Merger dated as of
November 23, 1999 by and among CBS Corporation and Viacom Inc.,
incorporated by reference to our Definitive Joint Proxy
Statement on Schedule 14A dated November 24, 1999
3.1 Restated Articles of Incorporation of CBS, as amended to
October 27, 1999, incorporated by reference to Exhibit 3(a) to
our Form 10-Q for the period ended September 30, 1999
3.2 By-laws of CBS, as amended to May 4, 1999, incorporated by
reference to Exhibit 3(b) to our Form 10-Q for the quarterly
period ended June 30, 1999
4.1 The rights of holders of our common stock set forth in our
Restated Articles of Incorporation and By-laws that are
included in Exhibits 3.1 and 3.2.
4.2 The rights of holders of our Series A Preferred Stock Purchase
Rights set forth in our Rights Agreement that is incorporated
by reference to Exhibit 1 to our Form 8-A filed on January 9,
1996.
*5.1 Opinion of Louis J. Briskman, Esq.
**23.1 Consent of KPMG LLP
**23.2 Consent of Arthur Andersen LLP
**23.3 Consent of PricewaterhouseCoopers LLP
*23.4 Consent of Arthur Andersen LLP dated October 12, 1999
*23.5 Consent of Louis J. Briskman, Esq. (included in opinion filed
as Exhibit 5.1)
*24.1 Power of Attorney
* Previously filed with our Registration Statement on Form S-3
(Registartion No. 333-88775) filed on October 12, 1999.
** Filed herewith.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated January 27, 1999,
appearing on page 21 of CBS Corporation's Form 10-K/A and page 55 of CBS
Corporation's Form 10-K for the year ended December 31, 1998, incorporated by
reference in this registration statement of the Company and the reference to
our firm under the heading "Experts" in this registration statement.
/s/ KPMG LLP
New York, New York
December 3, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-3 of our
report dated November 18, 1999 with respect to the consolidated balance sheets
of King World Productions, Inc. as of August 31, 1999 and 1998, and the
related consolidated statements of income, stockholders' equity and cash flows
for each of the years in the three year period ended August 31, 1999, which
report appears in the Form 8-K of CBS Corporation and to all references to our
Firm included in this registration statement.
/s/ Arthur Andersen LLP
New York, New York
December 3, 1999
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of CBS Corporation of our report dated February 8, 1999,
except for the first paragraph of Note 2, which is as of February 25, 1999,
relating to the financial statements and financial statement schedule of
Viacom Inc., which appears in CBS Corporation's Form 8-K dated October 8,
1999. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.
/s/ PricewaterhouseCoopers LLP
New York, New York
December 3, 1999
