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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): December 7, 1999
Commission file number 1-977
CBS CORPORATION
(Exact name of registrant as
specified in its charter)
PENNSYLVANIA 25-0877540
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
51 West 52nd Street, New York, NY 10019
(Address of principal executive offices; zip code)
(212) 975-4321
(Registrant's Telephone No., including area code)
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Item 2. Acquisition or Disposition of Assets
(a) On December 7, 1999, Infinity Broadcasting Corporation
("Infinity"), a majority owned subsidiary of CBS Corporation
(the "Company") completed the acquisition of Outdoor
Systems, Inc. ("Outdoor Systems"). The acquisition was
effected by the merger (the "Merger") of Burma Acquisition
Corp., a direct, wholly owned subsidiary of Infinity
("Burma"), with and into Outdoor Systems. The Merger was
consummated pursuant to an Agreement and Plan of Merger,
dated as of May 27, 1999, as amended by Amendment No. 1,
dated as of June 16, 1999, by and among Infinity, Outdoor
Systems and Burma.
The consideration paid to Outdoor Systems' stockholders was
equal to 1.25 shares of Infinity's Class A common stock for
each outstanding share of Outdoor Systems' common stock. The
merger consideration was determined by arm's-length
negotiations. Arte Moreno and William Levine, former Outdoor
Systems' stockholders, have been elected to Infinity's Board
of Directors effective December 9, 1999. A copy of the press
release announcing the completion of the Merger is included
as Exhibit 99.1 to this Report and is incorporated herein by
reference.
(b) Outdoor Systems' business consists primarily of outdoor
advertising with approximately 112,000 bulletin, poster,
mall and transit advertising display faces in 90
metropolitan markets in the United States, 13 metropolitan
markets in Canada and 44 metropolitan markets in Mexico and
125,000 subway displays in New York City, and Infinity
intends to continue such business.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of the Business Acquired.
The consolidated audited balance sheets of Outdoor Systems as
of December 31, 1998 and 1997 and the consolidated statements
of operations, stockholders' equity and cash flows of Outdoor
Systems for the years ended December 31, 1998, 1997 and 1996
have been reported previously by Outdoor Systems on Outdoor
Systems' Annual Report on Form 10-K for the year ended
December 31, 1998, and are incorporated herein by reference.
The unaudited, condensed consolidated balance sheet of Outdoor
Systems as of September 30, 1999 and the unaudited, condensed
consolidated statements of operations, comprehensive income and
cash flows of Outdoor Systems for the nine months ended
September 30, 1999 and 1998 have been reported previously by
Outdoor Systems on Outdoor Systems' Quarterly Report on Form
10-Q for the quarter ended September 30, 1999, and are
incorporated herein by reference.
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(b) Pro Forma Financial Information.
The Company's unaudited pro forma combined condensed balance
sheet as of September 30, 1999 and unaudited pro forma
combined condensed statement of operations for the nine
months ended September 30, 1999 and the year ended December
31, 1998 have been reported previously in the Company's
definitive proxy statement on Schedule 14A filed with the
SEC on November 24, 1999. In accordance with General
Instruction B.3. to Form 8-K, such information is not
reported in this Report.
(c) Exhibits.
Exhibit No. Exhibit
*23.1 Consent of Deloitte & Touche LLP, Independent
Accountants.
*99.1 Press Release, dated December 7, 1999, announcing the
completion of the Merger.
99.2 Consolidated audited balance sheets of Outdoor
Systems as of December 31, 1998 and 1997 and the
consolidated statements of operations,
stockholders' equity and cash flows of Outdoor
Systems for the years ended December 31, 1998,
1997 and 1996 (incorporated herein by reference to
Outdoor Systems' Annual Report on Form 10-K (File
No. 1-13275) for the year ended December 31, 1998).
99.3 Unaudited, condensed consolidated balance sheet of
Outdoor Systems as of September 30, 1999 and the
unaudited, condensed consolidated statements of
operations, comprehensive income and cash flows of
Outdoor Systems for the nine months ended
September 30, 1999 and 1998 (incorporated herein
by reference to Outdoor Systems' Quarterly Report
on Form 10-Q (File No. 1-13275) for the quarter
ended September 30, 1999).
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* Filed herewith.
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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/ ROBERT G. FREEDLINE
----------------------------
ROBERT G. FREEDLINE
VICE PRESIDENT AND CONTROLLER
Date: December 22, 1999
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
*23.1 Consent of Deloitte & Touche LLP, Independent
Accountants.
*99.1 Press Release, dated December 7, 1999, announcing
the completion of the Merger.
99.2 Consolidated audited balance sheets of Outdoor
Systems as of December 31, 1998 and 1997 and the
consolidated statements of operations,
stockholders' equity and cash flows of Outdoor
Systems for the years ended December 31, 1998,
1997 and 1996 (incorporated herein by reference to
Outdoor Systems' Annual Report on Form 10-K (File
No. 1-13275) for the year ended December 31, 1998).
99.3 Unaudited, condensed consolidated balance sheet of
Outdoor Systems as of September 30, 1999 and the
unaudited, condensed consolidated statements of
operations, comprehensive income and cash flows of
Outdoor Systems for the nine months ended
September 30, 1999 and 1998 (incorporated herein
by reference to Outdoor Systems' Quarterly Report
on Form 10-Q (File No. 1-13275) for the quarter
ended September 30, 1999).
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* Filed herewith.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report on Form
8-K under the Securities Exchange Act of 1934 of CBS Corporation dated
December 7, 1999, the incorporation by reference in Registration Statements
on Form S-3 (Nos. 333-88775 and 33-41475) and on Form S-8 (Nos. 2-92085,
33-44044, 33-45365, 33-46779, 33-51445, 33-51579, 33-53815, 33-53819,
33-62043, 33-62045, 333-12583, 333-12589, 333-12591, 333-13219, 333-30127,
333-23661, 333-23663, 333-37497, 333-75845, 333-75843 and 333-84761) of CBS
Corporation, and the incorporation by reference in CBS Corporation's
definitive proxy statement on Schedule 14A filed on November 24, 1999, of our
report dated February 2, 1999, appearing in the Annual Report on Form 10-K of
Outdoor Systems, Inc. for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
December 22, 1999
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EXHIBIT 99.1
Infinity Broadcasting Completes Acquisition of Outdoor Systems, Inc.
NEW YORK, Dec. 7 -- Infinity Broadcasting Corporation (NYSE: INF) has completed
its acquisition of Outdoor Systems, Inc. (NYSE: OSI), the company announced
today.
On May 27th, 1999, the companies announced the definitive agreement by which
Infinity would acquire Outdoor Systems for approximately $6.5 billion in
Infinity Class A common stock, plus the assumption of $1.8 billion of debt. The
transaction has been approved by the Boards of Directors and the shareholders of
both Infinity and Outdoor Systems. The Department of Justice approved the
transaction yesterday.
Outdoor Systems is the preeminent outdoor advertising company in the business,
with approximately 112,000 bulletin, poster, mall and transit advertising
display faces in 90 metropolitan markets in the United States, 13 metropolitan
markets in Canada and 44 metropolitan markets in the Mexico, and 125,000 subway
displays in New York City.
Infinity Broadcasting Corporation operates more than 160 radio stations, as well
as TDI, the Company's outdoor advertising business. Infinity also manages and
holds an equity position in Westwood One, Inc.
Infinity Broadcasting Corporation is a subsidiary of CBS Corporation.
Contact: /CONTACT: Farid Suleman of Infinity , 212-314-9215; or Gil Schwartz of
CBS, 212-975-2121
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