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): JUNE 16, 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 May 27, 1999, Infinity Broadcasting Corporation, a majority-owned
subsidiary of CBS Corporation, Burma Acquisition Corp., a wholly-owned
subsidiary of Infinity, and Outdoor Systems, Inc. entered into an Agreement and
Plan of Merger, pursuant to which Burma will be merged with and into Outdoor
Systems, with Outdoor Systems being the surviving corporation of the merger.
On June 16, 1999, Infinity, Burma and Outdoor Systems, entered into
Amendment No. 1 to the Merger Agreement so as to (i) permit Infinity to purchase
shares of Infinity Class A common stock with a market value, based on the
purchase price of the stock, of up to $1.0 billion at prevailing market prices
in accordance with a stock repurchase program approved by the Infinity board of
directors; (ii) to clarify that Arturo R. Moreno and William S. Levine will be
appointed to Infinity's board of directors effective as of the second business
day after the merger is completed, rather than as of the effective time of the
merger; and (iii) to make certain technical corrections.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
Exhibit Description
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99.1 Agreement and Plan of Merger among Infinity Broadcasting Corporation,
Burma Acquisition Corp. and Outdoor Systems, Inc., dated as of May 27,
1999, is incorporated herein by reference to Exhibit 99.1 to the
Report on Form 8-K of Outdoor Systems, Inc., as filed with the
Securities and Exchange Commission on June 3, 1999.
99.2 Amendment No. 1 to the Agreement and Plan of Merger among Infinity
Broadcasting Corporation, Burma Acquisition Corp. and Outdoor Systems,
Inc., dated as of June 16, 1999, is incorporated herein by reference
to Exhibit 99.2 to the Report on Form 8-K of Infinity Broadcasting
Corporation, as filed with the Securities and Exchange Commission on
June 25, 1999.
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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/ Angeline C. Straka
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Angeline C. Straka
Vice President, Secretary and
Deputy General Counsel
Date: June 25,1999
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