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 29, 1999
CBS CORPORATION
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(Exact name of registrant as
specified in its charter)
Pennsylvania 1-977 25-0877540
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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 number, including area code)
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Item 5. Other Events
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On December 29, 1999 the Registrant issued a press release
announcing that its shareholders had approved the merger with
Viacom Inc. at a Special Meeting of Shareholders held that
morning.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits
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(c) Exhibits
Exhibit Description
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99.1 Press Release announcing that shareholders approved
Viacom/CBS merger.
<PAGE>
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: December 29, 1999
<PAGE>
EXHIBIT INDEX
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Exhibit Description
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99.1 Press Release announcing that shareholders approved
Viacom/CBS merger.
EXHIBIT 99.1
[LOGO] CBS CORPORATION
51 WEST 52 STREET
NEW YORK, NEW YORK 10019-6188
SHAREHOLDERS APPROVE VIACOM/CBS MERGER
New York, N.Y., December 29, 1999 - Shareholders of Viacom Inc.
(NYSE: VIA, VIA.B) and CBS Corporation (NYSE: CBS) today
overwhelmingly approved the merger of the two companies. Holders
of Viacom A shares were solicited for written consent of the
merger; approximately 99.7% of the shares responding approved the
transaction. Approximately 98.7% of the votes cast by CBS
shareholders were in favor of the merger. The transaction, which
is expected to close at the end of the first quarter or early in
the second quarter of 2000, remains subject to Federal
Communications Commission and Department of Justice review.
* * *
Contact:
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Carl Folta (Viacom) Gil Schwartz (CBS)
(212) 258-6352 (212) 975-2121
Susan Duffy (Viacom) Dana McClintock (CBS)
(212) 258-6347 (212) 975-1077
