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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): MAY 27, 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 May 27, 1999, Infinity Broadcasting Corporation ("Infinity"), a
majority-owned subsidiary of the Registrant, issued a press release announcing
that Infinity, Burma Acquisition Corp., a wholly-owned subsidiary of Infinity
("Merger Sub"), and Outdoor Systems, Inc. ("OSI") entered into an Agreement and
Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be
merged with and into OSI, with OSI being the surviving corporation of such
merger (the "Merger"). Upon consummation of the Merger, the separate corporate
existence of the Merger Sub will cease, and existing stockholders of OSI will
become stockholders of Infinity in accordance with the terms of the Merger
Agreement.
The consideration for the Merger will consist of newly issued shares of
Infinity's Class A Common Stock (the "Infinity Class A Common Stock"), having an
aggregate value of approximately $6.5 billion, based upon the closing sales
price of $26 for Infinity's Class A Common Stock as reported on the New York
Stock Exchange on May 26, 1999, plus the assumption of approximately $1.8
billion of debt. At the effective time of the Merger, each outstanding share of
common stock, par value $0.01 per share of OSI (the "OSI Common Stock"), will be
converted into the right to receive consideration of 1.25 shares of Infinity
Class A Common Stock.
CBS Broadcasting Inc., a wholly-owned subsidiary of the Registrant, has
agreed to vote its interest in Infinity, which represents 95.8% of the combined
voting power of Infinity common stock, in favor of the transaction. Arte Moreno,
President and Chief Executive Officer of OSI, and William Levine, Chairman of
OSI, have agreed to vote their shares, representing approximately 26% of the
OSI Common Stock outstanding, in support of the Merger.
The consummation of the Merger is subject to certain conditions,
including the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and the approval of OSI and
Infinity shareholders.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
Exhibit No.
99.1 Press Release issued by Infinity on May 27, 1999 is Exhibit 99.1 to
this Report;
99.2 Agreement and Plan of Merger among Infinity, Merger Sub and OSI, 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;
99.3 Stockholders Agreement, dated as of May 27, 1999, among Infinity,
William S. Levine, Arturo R. Moreno, Carole D. Moreno, Levine
Investments Limited Partnership and BRN Properties Limited Partnership,
is incorporated herein by reference to Exhibit 99.2 to the Current
Report on Form 8-K of Outdoor Systems, Inc., as filed with the
Securities and Exchange Commission on June 3, 1999;
99.4 Voting Agreement, dated as of May 27, 1999, between CBS Broadcasting
Inc. and OSI, is incorporated herein by reference to Exhibit 99.3 to
the Current Report on Form 8-K of Outdoor Systems, Inc., as filed with
the Securities and Exchange Commission on June 3, 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 4, 1999
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release
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Exhibit 99.1
[LOGO]
INFINITY
BROADCASTING
CORPORATION
40 WEST 57TH STREET
NEW YORK, N.Y 10019
212-314-9200
INFINITY BROADCASTING CORPORATION TO ACQUIRE OUTDOOR SYSTEMS
COMPANIES COMBINE TO FORM WORLD'S PREMIER OUT-OF-HOME MEDIA COMPANY
NEW YORK, N.Y., May 27 -- Infinity Broadcasting Corporation (NYSE:INF)
and Outdoor Systems, Inc. (NYSE:OSI) today announced a definitive agreement by
which Infinity will acquire Outdoor Systems for approximately $6.5 billion in
Infinity common stock, plus the assumption of approximately $1.8 billion of
debt.
The transaction was announced today by Mel Karmazin, Chairman and Chief
Executive Officer, Infinity Broadcasting Corporation, and Arte Moreno, President
and Chief Executive Officer of Outdoor Systems, Inc.
Under the terms of the definitive agreement, which was unanimously
approved by the Boards of Directors of Infinity Broadcasting and Outdoor
Systems, Inc., Infinity will acquire Outdoor Systems in a transaction in which
each share of Outdoor Systems' common stock will have the right to receive
consideration of 1.25 shares of Infinity Class A common stock. Under the terms
of the agreement, there are no floors or ceilings in determining the exchange
ratio. CBS Broadcasting, Inc., the parent of Infinity, has agreed to vote its
interest in Infinity, which represents 95.8% of the combined voting power of
Infinity common stock, in favor of the transaction.
Infinity will therefore issue approximately 250 million shares (on a
fully-diluted basis) valued at $6.5 billion, based on an Infinity share price of
$26. With the assumption of $1.8 billion of Outdoor Systems' debt, the
transaction is valued at approximately $8.3 billion.
Upon closing of the acquisition, Mr. Moreno will become Chief Executive
Officer of the new Outdoor Systems, a wholly owned subsidiary of Infinity. He
will also join the Board of Directors of Infinity Broadcasting Corporation. At
the same time, William Levine, Chairman of Outdoor Systems, will also join the
Infinity Board of Directors. Mr. Moreno and Mr. Levine have agreed to vote their
shares, representing approximately 26% of the Outdoor Systems shares
outstanding, in support of the announced acquisition.
Mel Karmazin, Chairman and Chief Executive Officer, Infinity
Broadcasting Corporation, said: "The acquisition of Outdoor Systems' outstanding
portfolio of out-of-home media assets extends our reach and establishes Infinity
as the undisputed leader in the outdoor advertising business. Our new,
industry-leading outdoor advertising company, combined with the biggest and best
radio company in the business, will make Infinity the premier local advertising
platform, one that is second to none."
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Mr. Karmazin added: "Arte Moreno and Bill Levine have done an
outstanding job of assembling the finest outdoor assets in the United States,
Canada and Mexico. I am looking forward to working with Arte in growing the
revenues and cash flow of the combined company."
Arte Moreno, President and Chief Executive Officer of Outdoor Systems,
Inc. stated: "We are very pleased to become part of Infinity and create the
leading out-of-home media company in the world. We strongly believe that the
combination of Outdoor Systems with Infinity is a very attractive opportunity
for the shareholders and employees of OSI. The new, combined company better
positions us to serve our clients."
Mr. Karmazin added that the acquisition of Outdoor Systems will be
immediately accretive to Infinity on an after-tax cash flow basis.
Outdoor Systems is the preeminent outdoor advertising company in the
business, with approximately 112,000 bulletin, poster, mall and transit
advertising display faces in 90 metropolitan markets in the United States, 13
metropolitan markets in Canada and 44 metropolitan markets in Mexico, and
125,000 subway displays in New York City. OSI has operations in 50 of the 50
largest United States markets, 13 of the 15 largest Canadian markets and 44 of
the largest 45 markets in Mexico. It will expand Infinity's existing outdoor
advertising company, TDI, which operates 2,000 display faces and more than
1,000,000 other transit displays worldwide. The transaction will make Infinity
the largest outdoor media company in the world.
William Apfelbaum, President and Chief Executive Officer of TDI,
commented: "We're very proud of the job that TDI has done in the last several
years. The outdoor advertising business has grown significantly and has been an
important contributor to the overall success of Infinity. It has also helped to
spawn an entirely new sales organization -- CBS Plus. Outdoor Systems is a very
exciting acquisition, and I look forward to working with Arte and his fine
organization as we move forward to make the most of the synergies between radio
and outdoor, and between Infinity and the entire CBS family." Mr. Apfelbaum will
also continue his leadership role of CBS Plus.
Mr. Karmazin added: "Extending our reach in outdoor media will also
provide an improved platform for growth for our local radio and CBS television
stations and the CBS Television Network, which is now #1 in total viewers and
households nationwide. We are also enthusiastic about the impact this new,
expanded outdoor presence will have on our growing portfolio of internet
properties, which are highly dependent on branding for customer awareness on a
local and national level."
The transaction is subject to certain closing conditions, including the
expiration of the Hart-Scott-Rodino waiting period and the approval of Outdoor
Systems and Infinity Broadcasting shareholders, and is expected to close in the
fall of 1999.
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Infinity Broadcasting Corporation operates more than 160 radio
stations, as well as TDI, the Company's outdoor advertising business. Infinity
also manages and holds an equity position in Westwood One, Inc. Infinity
Broadcasting Corporation is a subsidiary of CBS Corporation. Upon completion of
this transaction, CBS will own 700 million shares of Infinity.
Chase Securities, Inc. provided the Board of Directors of Infinity
Broadcasting Corporation with a fairness opinion on this transaction. B.T. Alex
Brown advised Outdoor Systems, Inc. on the transaction.
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 Farid Suleman
CBS Corporation Infinity Broadcasting Corporation
(212) 975-2121 (212) 314-9215
