<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): April 12, 1999
CBS CORPORATION
----------------
(Exact name of registrant as
specified in its charter)
Pennsylvania 25-0877540
- --------------------------- ---------------
(State or other jurisdiction- (IRS 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 number, including area code)
<PAGE> 2
Item 5. Other Events
------------
On April 12, 1999, the Registrant issued two press releases:
the first was to announce that it had entered into a definitive agreement to
acquire KTVT-TV in Dallas-Ft. Worth, Texas from Gaylord Entertainment Company;
the second announced that the Registrant had signed letters of intent to invest
in two Internet companies.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No.
99.1 Press Release issued by the Registrant on April 12, 1999
is Exhibit 99.1 to this Report.
99.2 Press Release issued by the Registrant on April 12, 1999
is Exhibit 99.2 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
---------------------------
Angeline C. Straka
Vice President, Secretary and
Deputy General Counsel
Date: April 13, 1999
<PAGE> 3
EXHIBIT INDEX
Exhibit No. Description
-------------- -----------------------
99.1 Press release.
99.2 Press release.
<PAGE> 1
EXHIBIT 99.1
CBS CORPORATION
51 WEST 52ND STREET, NEW YORK, NEW YORK 10019-6188
CBS CORPORATION TO ACQUIRE KTVT-TV, DALLAS-FT. WORTH,
FROM GAYLORD ENTERTAINMENT
ADDITION OF NATION'S SEVENTH LARGEST U.S. MARKET GIVES CBS
TELEVISION STATION OWNERSHIP IN EIGHT OF TOP 10 DMAS
ACQUISITION ADDS A TELEVISION STATION TO CBS'S CROSS-MEDIA PLATFORM IN DALLAS
NEW YORK, April 12, 1999 - CBS Corporation (NYSE: CBS) has entered into
a definitive agreement whereby CBS will acquire KTVT-TV, the CBS affiliate in
Dallas-Ft. Worth, from Gaylord Entertainment Company (NYSE:GET) in exchange for
$485 million of CBS common stock.
The acquisition will raise CBS's ownership position to television
stations serving almost 34% of the United States, up from nearly 32%. The deal
gives CBS ownership of television stations in eight of the top 10 U.S. markets.
"Our strategy is to concentrate our media ownership in the largest
advertising markets in the nation - that's where the people are, that's where
the advertising revenue is, and that's where CBS wants to be," said Mel
Karmazin, President and Chief Executive Officer, CBS Corporation. "Major-market
VHF television stations, particularly in the nation's top 10 markets, are the
most scarce assets in this business. This acquisition allows us a very rare
opportunity to expand our TV holdings into a growth market in which CBS already
has a significant media position. We believe that KTVT, working with our radio
stations, will be able to improve its competitive position and serve the
citizens of Dallas-Ft. Worth with sports, news, entertainment and information in
a way that is unequalled by any other media company. The acquisition will also
help enhance the CBS Television Network, which will benefit from a strong
Owned-and-Operated station in a market that serves nearly two percent of the
nation's population."
"The sale of KTVT is good for all of the parties involved," said Terry
London, President and Chief Executive Officer, Gaylord Entertainment Company.
"We have achieved a good value for our shareholders, and the synergies created
by KTVT becoming part of CBS's large group of Owned-and-Operated stations and
the potential benefits created by the addition of a television station to its
portfolio of other media properties within the Dallas-Ft. Worth market present
great upside potential for the station, for CBS and for viewers."
(More)
<PAGE> 2
CBS Corporation...2
KTVT-TV Dallas-Ft. Worth, which became a CBS affiliate in July 1995,
has a strong local news presence in the market. The station's Channel 11 News
Team has been recognized more than any other television news operation in the
area, winning three Emmys in both 1997 and 1998 and more than 150 awards of
excellence overall. In addition, KTVT-TV locally produces a daily one hour
entertainment program entitled Positively Texas! and owns such popular
syndication properties as ER and Walker, Texas Ranger.
Mr. Karmazin added: "KTVT was an independent station as recently as
three years ago and has never had the benefits of operating as a member of a
large broadcasting group with multiple stations. For that reason, we are looking
forward to working with the fine team at KTVT to achieve the full potential of
what a CBS affiliate in the nation's seventh largest market can do from a
ratings, revenue and cash flow perspective. Under the CBS ownership umbrella,
the station will immediately benefit from enhanced revenue opportunities,
improved programming -- including syndicated programming -- and cross promotion
with our radio and outdoor properties in the Dallas-Ft. Worth market. The
station will also benefit from the revenue-generating activities of CBS PLUS,
the Company's cross-media sales group. These actions will help build the value
of KTVT to its viewers, its advertisers and to the community it serves."
The transaction is subject to several conditions, including approvals
from the Federal Communications Commission and other regulatory agencies. The
value of the CBS stock to be received by Gaylord Entertainment is fixed at $485
million. The number of shares to be issued will be based upon the average
closing price of CBS stock during a 15-day period that ends three days prior to
the closing of the transaction. The transaction is expected to close by
year-end.
Upon closing, CBS Corporation will own and operate the following 15
television stations: WCBS-TV New York, KCBS-TV Los Angeles, WBBM-TV Chicago,
KYW-TV Philadelphia, KPIX-TV San Francisco, WBZ-TV Boston, KTVT-TV Dallas-Ft.
Worth, WWJ-TV Detroit, WCCO-TV Minneapolis, WFOR-TV Miami, KCNC-TV Denver,
KDKA-TV Pittsburgh, WJZ-TV Baltimore, KUTV-TV Salt Lake City and WFRV-TV Green
Bay.
CBS Corporation, the world's largest pure-play media company, is
comprised of the CBS Television Network, with programming operations in
Entertainment, News, Sports, Syndication and New Media -- including CBS.com and
Country.com, as well as stakes in SportsLine USA, Inc. and MarketWatch.com,
Inc.; 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 an 80% stake in
Infinity Broadcasting Corporation, which includes 160 radio stations and TDI,
the Company's outdoor business. CBS Corporation recently announced a definitive
merger agreement with King World Productions Inc. (NYSE:KWP), distributors of
"The Oprah Winfrey Show," "Wheel of Fortune," "Jeopardy" and "The Hollywood
Squares." That transaction is expected to close at mid-1999.
Gaylord Entertainment Company is a diversified entertainment company
operating in three business segments: hospitality and attractions; broadcasting
and music, and cable networks. Among its properties are the Opryland Hotel, WSM
Radio and the Grand Ole Opry, Acuff-Rose Music Publishing, Word Entertainment, Z
Music Television, CMT International, the Wildhorse Saloon and the Ryman
Auditorium.
(More)
<PAGE> 3
CBS Corporation...3
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 1998 year filed with the Securities and Exchange Commission
for additional information concerning such risks and uncertainties.
# # #
Press Contacts: Gil Schwartz Dana McClintock Alan Hall
CBS Corporation CBS Corporation Gaylord Entertainment
(212) 975-2121 (212) 975-1077 (615) 316-6551
<PAGE> 1
EXHIBIT 99.2
CBS CORPORATION
51 WEST 52ND STREET, NEW YORK, NEW YORK 10019-6188
CBS CORPORATION ANNOUNCES FURTHER EXPANSION INTO
NEW MEDIA WITH SIGNIFICANT OWNERSHIP STAKES IN
TWO INTERNET COMPANIES
HOLLYWOOD.COM IS A PREMIER MOVIE WEB SITE
STORERUNNER.COM IS AN INTERACTIVE ONLINE SHOPPING MALL
NEW YORK, April 12, 1999 - CBS Corporation (NYSE: CBS) today announced
that it has signed letters of intent to invest in two companies that are
establishing key online service and information sites on the Web: hollywood.com
and storeRunner.com.
Upon completion of a definitive agreement with Big Entertainment, Inc.
(NASDAQ:BIGE), CBS will receive a 35% ownership position in a new joint venture
company which will own hollywood.com. In exchange, the new venture will receive
$100 million of promotion and content across the full range of CBS properties,
as well as those of its radio and outdoor subsidiary, Infinity Broadcasting
Corporation (NYSE:INF), over a period of seven years, including access to CBS
PLUS, the Company's cross-media sales group. Big Entertainment will own 65% of
the venture. CBS will also receive warrants to increase ownership by 5%, for
additional promotion or cash. Big Entertainment recently announced a definitive
agreement to acquire hollywood.com from Times Mirror. That transaction is
expected to close during the second quarter of 1999.
Separately, CBS will also receive 50% of the equity of StoreRunner,
which operates storeRunner.com, in exchange for approximately $100 million of
promotion and branding support on all CBS media over a six-year time period. The
transaction is subject to completion of a definitive agreement.
hollywood.com is a premier Web site for movies and the motion picture
industry. The award-winning site also offers visitors current movie, video,
laserdisc, DVD and soundtrack information, local movie theater show times, daily
Hollywood news, celebrity interviews, listings of movies on TV, a searchable
database with more than 130,000 movies and 850,000 cast and crew credits,
reviews, interactive forums, a weekly e-mail dispatch and live coverage of
premieres, festivals and events. The joint venture also includes bigE.com, a
leading online studio store. CBS will bring to hollywood.com the full
entertainment newsgathering resources and viewership of CBS, while also
providing sales, marketing and branding support for the site.
storeRunner.com is a comprehensive, interactive online shopping mall
that canvases thousands of Web sites searching for the best products and
merchants to offer e-shoppers, displaying a vast array of the best merchandise
available in the nation's top national retail locations. The company's "runners"
visit thousands of Web sites, judging products for inclusion in one of
storeRunner's 180 categories and more than 400 top retail brands. A proprietary
"jump" feature allows consumers to move seamlessly across merchant sites. Users
can also save any item for later viewing and ask to be notified when new items
appear matching special, individualized search criteria.
(More)
<PAGE> 2
-2-
Speaking of the alliance with BigE in hollywood.com, Mel Karmazin,
President and Chief Executive Officer, CBS Corporation, said: "Success on the
Web -- as in most other media -- is all about the development of strong content
and branded franchises. hollywood.com is already on its way to becoming just
such a franchise, which is why we're excited to join them with our strong
branding, promotion, marketing and content. We believe our partnership can help
hollywood.com become the hottest entertainment site on the Internet."
"The CBS and Big E hollywood.com partnership will position
hollywood.com to become the Internet's number one movie entertainment
destination," stated Mitchell Rubenstein, Chairman and Chief Executive Officer
of Big Entertainment. "CBS's visionary leadership and outstanding media assets,
combined with hollywood.com, the premier movie Web site, will enable
hollywood.com to be the leading interactive movie entertainment Web site."
Strategically, storeRunner.com will benefit from both the CBS
Television Network and from CBS's unparalled distribution system of local
television stations, radio stations and outdoor advertising venues.
storeRunner.com is moving aggressively into local e-commerce, and will be
announcing a local shopping system that embraces smaller merchants who
previously have not been able to leverage the Internet to better serve existing
customers and reach new ones.
"The world of e-commerce is growing exponentially," said Mr. Karmazin.
"Here again, we believe success will go to those who offer consumers major
brands that cut through the clutter. storeRunner.com does just exactly that by
putting big brands under one tent where customers can purchase them online.
We're also very excited about the potential offered by storeRunner's developing
approach to national and local marketing. This mirrors our own mix of national
and local audiences and advertisers and represents yet another area in which our
partnership can add value."
"With the power of CBS's brand name and audience reach, storeRunner.com
will be propelled to the forefront of e-commerce," said Dale Sundby, Chairman
and Chief Executive Officer, StoreRunner Inc. "CBS's collection of national and
local media assets blends perfectly with our ambition to reach all merchants and
shoppers."
CBS Corporation currently has investments in SportsLine USA, Inc.
(NASDAQ: SPLN) and CBS MarketWatch.com (NASDAQ: MKTW) of 20% and 38%,
respectively. Today, the market value of the Company's investment in both of
these companies exceeds half a billion dollars.
Mr. Karmazin added: "We're only at the beginning of our Internet
strategy. Our goal is to be as strong a player in new media as we are in the
established media of television, radio and outdoor. These investments will join
with those in CBS SportsLine USA and CBS MarketWatch to give us equity in four
exciting companies that enjoy growing markets for their information, content and
services. In a medium with almost infinite channels of communication, we bring
the branding and promotional power of our television network, our incomparable
portfolio of local media properties, and the broad-based content that will make
each site a world-class, top-of-mind destination on the Internet."
(More)
<PAGE> 3
-3-
Completion of the transactions is subject to execution of definitive
agreements, customary closing conditions and approvals by the companies' boards
of directors.
CBS Corporation, the world's largest pure-play media company, is
comprised of the CBS Television Network, with programming operations in
Entertainment, News, Sports, Syndication and New Media -- including CBS.com and
Country.com, as well as stakes in SportsLine USA, Inc. and MarketWatch.com,
Inc.; 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 an 80% stake in
Infinity Broadcasting Corporation, which includes 160 radio stations and TDI,
the Company's outdoor business. The Company recently announced a definitive
merger agreement with King World Productions Inc. (NYSE: KWP), distributors of
"The Oprah Winfrey Show," "Wheel of Fortune," "Jeopardy" and "The Hollywood
Squares." That transaction is expected to close at mid-year.
# # #
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 1998 year filed with the Securities and Exchange Commission
for additional information concerning such risks and uncertainties.
Press Contacts: Gil Schwartz Dana McClintock
CBS Corporation CBS Corporation
(212) 975-2121 (212) 975-1077
Laurie Silvers Gladys Wall
BigE/hollywood.com StoreRunner Inc.
(561) 998-8000 x213 (619) 270-8753
