<PAGE> 1
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): JULY 28, 1999
CBS CORPORATION
-------------------
(Exact name of registrant as
specified in its charter)
Pennsylvania 1-977 25-0877540
- --------------------------- ----------- ---------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
51 West 52nd Street, New York, NY 10019
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 975-4321
----------------
(Registrant's telephone number, including area code)
<PAGE> 2
Item 5. Other Events
------------
On July 28, 1999 the Registrant issued a press release regarding the
election of Leslie Moonves to the Board of Directors, effective July 28, 1999.
On July 29, 1999 the Registrant issued a press release regarding the
election of Patty Stonesifer to the Board of Directors, effective December 1,
1999.
Item 7. Financial Statements, Pro Forma Financial Information
------------------------------------------------------
and Exhibits
------------
(c) Exhibits
Exhibit Description
- ------- --------------
99.1 Press Release concerning the election of Leslie Moonves to the Board
of Directors.
99.2 Press Release concerning the election of Patty Stonesifer to the
Board of Directors.
<PAGE> 3
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
----------------------------------
Angeline C. Straka
Vice President, Secretary and
Deputy General Counsel
Date: July 29, 1999
<PAGE> 1
EXHIBIT 99.1
[LOGO] CBS CORPORATION
51 WEST 52 STREET NEW YORK, NEW YORK 10019-6188
LESLIE MOONVES SIGNS NEW LONG-TERM AGREEMENT WITH CBS
MOONVES ALSO ELECTED TO THE BOARD OF DIRECTORS
OF THE CBS CORPORATION
NEW YORK, July 28,1999 -- Leslie Moonves, President and Chief Executive
Officer of CBS Television, has signed a new, long term agreement with CBS, it
was announced today by Mel Karmazin, President and Chief Executive Officer, CBS
Corporation. The new agreement is effective immediately, and replaces his
existing one with the Company.
At the same time, the Company announced that Mr. Moonves has been
elected to the Board of Directors of the CBS Corporation. This action, in which
Mr. Moonves joins Mr. Karmazin as the Corporation's only other "inside"
director, was taken at the Board's regularly scheduled meeting today in Los
Angeles, and is effective immediately.
"Since I became Chief Executive of CBS, signing Leslie Moonves to a
long-term deal has been one of my highest priorities in securing the future of
our Company," said Mr. Karmazin. "Leslie has transformed CBS Television into the
Number One network. More than that -- the vision and drive he has brought to our
organization, and his qualities as a person, have brought new life to our entire
Company. I look forward to working with Leslie in the next century - and for
many years to come."
"There are very few executives in broadcasting who can match Leslie's
knowledge, talent and experience," said David T. McLaughlin, Chairman of the
Board. "We welcome Leslie to the Board, and look forward to his ongoing insight
and contribution."
Mr. Moonves is responsible for the programming, sales and marketing
operations of all the Company's broadcast television efforts, including CBS
Entertainment, CBS News, CBS Sports and CBS Television Stations -- as well as
affiliate relations, research and planning and advertising and promotion
functions. Additionally, Mr. Moonves oversees CBS Enterprises, which includes
CBS's EYEMARK, and all its international activities, including sales and
co-productions.
Mr. Moonves said: "Under the leadership of Mel Karmazin and this
impressive Board, the CBS Corporation has become the industry's most dynamic and
vibrant media company, and I truly believe that the best is yet to come. I am
thrilled at the prospect of continuing my work with Mel, with this Board, and
with the talented executives and employees of our many divisions, as together we
chart our very exciting future."
(More)
<PAGE> 2
CBS Corporation...2
Leslie Moonves joined CBS as President, CBS Entertainment, in July 1995
and was promoted to his current post in April 1998. Under his aegis, CBS leaped
from third to first place in the primetime network standings, with programming
that appealed to the broadest possible audience. CBS's rise to the top
culminated with a first place finish in total viewers and households in the
1998-99 season -- marking the first time CBS has been Number One in these key
categories since the 1993-94 season.
Mr. Moonves has transformed CBS into America's most watched network by
developing successful new series, orchestrating key scheduling moves and
building a prolific television movie franchise. Since joining CBS, he developed
the hit comedy "Everybody Loves Raymond," acquired "JAG," which now ranks among
television's top dramas, and moved "Touched By An Angel" to Sunday night where
it has skyrocketed into a perennial top 10 series. He has also built the "CBS
Sunday Movie" into the Number One movie showcase on television, and he played an
integral role in the formation of "60 Minutes II," which has become a critical
and commercial success for the Network, and CBS's new entry into morning hours,
"The Early Show," with Bryant Gumbel.
In addition, Mr. Moonves has built CBS Productions, the Network's
in-house production arm, into one of the top suppliers of network programming.
CBSP placed six new series on the Network's 1999-2000 schedule and will have 12
programs on its schedule when the new season begins in the fall.
Mr. Moonves joined CBS from Warner Bros. Television, where as
President, he oversaw a television division that supplied the greatest number of
programs to network television for nine consecutive years, culminating with a
record-setting 22 series (including "ER" and "Friends") on the 1995-96 network
schedules. He had been President of Warner Bros. Television since July 1993,
when Warner Bros. and Lorimar Television combined operations. From 1989 to 1993,
he had been President of Lorimar Television.
Mr. Moonves has also been a key ambassador and spokesman for the
broadcasting industry. President Clinton, describing him as "one of America's
most prominent and creative broadcasters," appointed Mr. Moonves to co-chair the
Gore Commission, a group charged with drawing up a blueprint for the
relationship between digital broadcasters and the federal government. The
Commission submitted its recommendations to the White House in December 1998.
(More)
<PAGE> 3
CBS Corporation...3
Additionally, Mr. Moonves is a member of President Clinton's Advisory
Committee on the Arts, the board of directors of the Los Angeles Free Clinic,
the board of trustees of the Entertainment Industries Council and the Motion
Picture Association of America's Executive Committee on Television Violence, and
the board of governors, UCLA Center for Communications Policy. He is a trustee
of the National Council for Families and Television and the American Film
Institute and is past president of the Hollywood Radio and Television Society.
He was recently recognized with an award for significant achievement by the
International Radio and Television Society.
Mr. Moonves, a native of New York, lives in Los Angeles with his wife,
Nancy, and their three children.
* * *
Press Contacts: Gil Schwartz Chris Ender
CBS Corporation CBS Television
212/975-2121 323/575-2021
<PAGE> 1
EXHIBIT 99.2
[LOGO] CBS CORPORATION
51 WEST 52 STREET NEW YORK, NEW YORK 10019-6188
PATTY STONESIFER ELECTED TO BOARD OF DIRECTORS
OF THE CBS CORPORATION
NEW YORK, July 29, 1999 -- Patty Stonesifer has been elected to the
Board of Directors of the CBS Corporation, it was announced by David T.
McLaughlin, Chairman of the Board, and Mel Karmazin, President and Chief
Executive Officer of the Corporation. She will join the Board on Dec. 1, 1999.
As President and Chairman of the Gates Learning Foundation, Ms.
Stonesifer leads the group's mission to bridge the "digital divide" and make
technology and the Internet accessible to everyone. The Foundation, which has
$1.3 billion in assets, was founded by Bill and Melinda Gates in 1997.
"We welcome Patty Stonesifer to the CBS Board," said Mr. McLaughlin.
"Her distinguished background in the world of new media will be invaluable to
the Corporation as Mel and his team increase our presence in that important
area."
Mr. Karmazin stated: "It is becoming increasingly clear that the future
of the established media lies in our understanding of and participation in the
developing technologies. As the computer and the Internet take ever more dynamic
roles in the home, we will continue to grow our role in the new media that
deliver content to our many audiences. In that regard, we look forward to the
new dimension Patty's thinking will bring to our Board."
Prior to being asked by Bill and Melinda Gates to launch the work of
the foundation, Ms. Stonesifer held a Senior Vice President position at
Microsoft, managing the company's investments in education and consumer
software, as well as new online content and service.
Ms. Stonesifer also serves on the boards of amazon.com, Alaska Air
Group, Inc., Kinko's Inc., The Seattle Foundation and the YWCA of King County.
She is a graduate of the Indiana University and lives in Seattle.
CBS Corporation, the world's largest pure-play media company, is
comprised of the CBS Television Network, with programming operations in
Entertainment, News, Sports and Syndication; the CBS Television Stations
Division, with 14 CBS owned television stations, seven of which are in the Top
10 markets; CBS Cable, with two country networks, and its regional sports
operations; and more than 80% stake in Infinity Broadcasting Corporation, which
includes more than 160 radio stations and TDI, the Company's outdoor business.
* * *
Press Contacts: Gil Schwartz Michael G. Silver
CBS Corporation CBS Corporation
212/975-2121 212/975-3161
