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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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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 1, 1999
CBS CORPORATION
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(Exact name of registrant as
specified in its charter)
Pennsylvania 25-0877540
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(State or other jurisdiction- (IRS Employer
of incorporation) 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 April 1, 1999, the Registrant issued a press release
announcing that it had entered into a definitive merger agreement with King
World Productions, Inc.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No.
99 Press Release issued by the Registrant on April 1, 1999
is Exhibit 99 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
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Angeline C. Straka
Vice President, Secretary and
Deputy General Counsel
Date: April 1, 1999
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EXHIBIT INDEX
Exhibit No. Description
99 Press release.
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Exhibit 99
CBS CORPORATION AND KING WORLD PRODUCTIONS, INC.
ANNOUNCE MERGER
STOCK MERGER UNITES WORLD'S LARGEST PURE-PLAY MEDIA COMPANY WITH LEADING
SUPPLIER OF FIRST-RUN SYNDICATED TELEVISION PROGRAMMING
NEW YORK and LOS ANGELES, April 1 -- CBS Corporation (NYSE:CBS) and
King World Productions, Inc. (NYSE:KWP), distributor of "The Oprah Winfrey
Show," "Wheel of Fortune," "Jeopardy!" and "Hollywood Squares," have entered
into a definitive merger agreement in which CBS will issue approximately $2.5
billion in CBS common stock. The announcement was made today by Mel Karmazin,
President and Chief Executive Officer, CBS Corporation, and Roger King, Chairman
of the Board, King World Productions, Inc.
Under the terms of the agreement, King World shareholders will receive
0.81 shares of CBS common stock for each share of King World common stock. On a
diluted basis, there are approximately 74 million shares of King World common
stock outstanding. Closing is expected in mid-1999, following the satisfaction
of certain closing conditions, including the expiration of the Hart-Scott-Rodino
waiting period and the approval of King World shareholders. The merger has been
unanimously approved by the Boards of Directors of CBS and King World, and
members of the King family holding approximately 18% of the King World voting
shares have agreed to vote for the merger.
"This is a wonderful opportunity for CBS," Karmazin said. "We enjoy
leadership positions in each segment of our business, and with this transaction,
CBS rises to preeminence in syndication. The combination is also highly
complementary with our 14 major market television stations and, over time, will
provide them with terrific, new syndicated programming. Moreover, it is
immediately accretive to our free cash flow. Roger and Michael King have built
King World into the dynamic company it is today, and we look forward to having
it become part of CBS as we continue to build one of the premier media companies
in the world."
"We are thrilled to welcome King World and its unparalleled programming
assets to the CBS family," said Leslie Moonves, President and Chief Executive
Officer, CBS Television. "`Oprah,' `Wheel' and `Jeopardy' are the crown jewels
of syndication, and King World is the undisputed leader in developing, producing
and distributing top-quality, long-running programming for the syndication
market."
"We are delighted to be joining CBS," said Roger King. "Mel, Les and
the CBS team have already built an incredible media company, and the addition of
King World makes it even stronger. We have considered many strategic options
over the last several years and this merger is by far the most attractive. With
King World in the fold, CBS will be even better positioned to meet the
increasing competitive challenges of the future."
"This is a great day for our shareholders, our family and all of the
people at King World," added Michael King, Vice Chairman and Chief Executive
Officer of King World. "After growing King World into the leading television
syndication company, we believe this is the appropriate time to add our
resources and expertise to CBS. This combination greatly enhances one of the
most dynamic media companies in the world."
(Over)
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CBS Corporation...2
Upon closing of the transaction, Roger and Michael King, who will
continue in their current positions at King World, will report to Moonves.
EYEMARK Entertainment, CBS's existing domestic distribution arm led by Ed
Wilson, who also reports to Moonves, will operate independently of King World,
giving CBS two of the industry's leading syndication companies. EYEMARK is
currently in the midst of a highly successful off-network sales campaign for
"Everybody Loves Raymond" and also distributes in first run "Martha Stewart
Living" and "Pensacola: Wings of Gold," among others.
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, The Nashville Network and Country Music Television, and two regional
sports channels; and more than an 80% stake in Infinity Broadcasting
Corporation, which includes 160 radio stations and TDI, the Company's outdoor
advertising business.
King World Productions, Inc. is the leading supplier of first-run
syndicated television programming, including "Wheel of Fortune" and "Jeopardy!"
(each produced by Columbia TriStar Television, a Sony Pictures Entertainment
company) and "The Oprah Winfrey Show" (produced by Harpo Productions, Inc.), the
three highest rated strips in first-run syndication. The company produces and
distributes "Inside Edition," syndication's highest rated general interest news
magazine, and distributes "Mr. Food" and a library of feature films and
television programs. In September 1998, King World began co-producing with
Columbia TriStar Television and distributing "Hollywood Squares," and
co-producing with Full Moon & High Tide Productions, a company controlled by
Roseanne, and distributing "The Roseanne Show." The company also plans to
co-produce "The Martin Short Show," which is expected to be launched in Fall
1999. King World Media Sales sells national advertising time in King World and
other television programming. Another subsidiary, King World Direct, is a
worldwide, full-service, direct marketing company.
* * *
Contacts: Dana McClintock Adam Miller
CBS Corporation Abernathy MacGregor Frank
212/975-1077 212/371-5999 (for King World)
Chris Ender Randi Cone
CBS Television King World
323/575-2021 212/541-0212
