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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): November 15, 1999
CBS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA
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(State or Other Jurisdiction of Incorporation)
1-00977 25-0877540
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(Commission File Number) (I.R.S. Employer Identification No.)
51 WEST 52ND STREET
NEW YORK, NEW YORK 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
NOT APPLICABLE
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(Former Name or Former Address, if changed Since Last Report)
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NY2:\849596\04\$7JW04!.DOC\80758.0215
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On November 15, 1999, CBS Corporation (the "Company") completed
the acquisition of King World Productions, Inc. ("King World"). The acquisition
was effected by the merger (the "Merger") of King World with and into K
Acquisition Corp., a direct, wholly-owned subsidiary of the Company ("K
Acquisition").
The Merger was consummated pursuant to an Agreement and Plan of
Merger, dated as of March 31, 1999 (the "Original Merger Agreement"), as amended
by Amendment No. 1, dated as of September 8, 1999 ("Amendment No. 1"), by and
among the Company, King World and K Acquisition. A copy of the Original Merger
Agreement was included as Exhibit 2.1 to the Company's Registration Statement on
Form S-4, filed with the Securities and Exchange Commission (the "SEC") on
August 9, 1999, and is incorporated herein by reference. A copy of Amendment No.
1 was included as Exhibit 2.1 to the Company's Report on Form 8-K, filed with
the SEC on September 15, 1999, and is incorporated herein by reference.
The consideration paid to King World stockholders was equal to .81
shares of the Company's common stock for each outstanding share of King World's
common stock. The merger consideration was determined by arm's-length
negotiations. A copy of the press release announcing the completion of the
Merger is included as Exhibit 99.1 to this Report and is incorporated herein by
reference.
(b) King World's business consists primarily of the production and
distribution of first-run and other television programming and films, and the
Company intends to continue such business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of the Business Acquired.
The consolidated audited balance sheets of King World as of August 31,
1998 and 1997 and the consolidated statements of income, stockholders'
equity and cash flows of King World for the fiscal years ended August
31, 1998, 1997 and 1996 have been reported previously by King World on
King World's Annual Report on Form 10-K for the fiscal year ended
August 31, 1998. In accordance with General Instruction B.3. to Form
8-K, such information is not reported in this Report.
The consolidated unaudited balance sheet of King World as of May 31,
1999 and the consolidated statements of income, stockholders' equity
and cash flows of King World for the nine months ended May 31, 1999 and
1998 have been reported previously by King World on King World's
Quarterly Report on Form 10-Q for the quarter ended May 31, 1999. In
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accordance with General Instruction B.3. to Form 8-K, such information
is not reported in this Report.
(b) Pro Forma Financial Information.
The Company's unaudited pro forma combined condensed balance sheet as
of June 30, 1999 and unaudited pro forma combined condensed statement
of operations for the six months ended June 30, 1999 and the year ended
December 31, 1998 has been reported previously in the Company's
Registration Statement on Form S-4, as amended by Post-Effective
Amendment No. 1 thereto (Reg. No. 333-84761). In accordance with
General Instruction B.3. to Form 8-K, such information is not reported
in this Report.
(c) Exhibits.
Exhibit No. Exhibit
99.1 Press Release, dated November 15, 1999, announcing the
completion of the Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
CBS CORPORATION
Date: November 22, 1999. By: /s/ Robert G. Freedline
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Robert G. Freedline
Vice President and Controller
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EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press Release, dated November 15, 1999, announcing the
completion of the Merger.
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EXHIBIT 99.1
CBS CORPORATION COMPLETES MERGER
WITH KING WORLD PRODUCTIONS, INC.
NEW YORK, Nov. 15, 1999 -- CBS Corporation (NYSE: CBS) and King World
Productions, Inc. (NYSE: KWP) today announced that they have completed their
previously announced merger. The announcement was made following a Special
Meeting of King World stockholders, who voted to approve the transaction.
Ninety-nine percent of those voting approved the merger. Under the terms of the
agreement, King World stockholders will receive 0.81 of a share of CBS common
stock for each share of King World common stock.
"The closing of this merger with King World represents a significant
step in our ongoing growth strategy," said Mel Karmazin, President and Chief
Executive Officer, CBS Corporation. "Along with recent acquisitions in radio and
outdoor, television stations and the Internet, this transaction helps us
strengthen our diverse group of assets. Roger and Michael King have built King
World into a dynamic company that will now serve as a terrific complement to our
entire portfolio of properties, as we continue to build one of the premier media
companies in the world."
"This is a terrific day for CBS," said Leslie Moonves, President and
Chief Executive Officer, CBS Television. "King World is a leader in developing,
producing and distributing top-quality, long-running programming for television
syndication, and `Oprah,' `Wheel of Fortune,' `Jeopardy' and `Hollywood Squares'
are among the most successful first-run syndicated programs in history. King
World, under the leadership of the King family, and Eyemark, under the
leadership of Ed Wilson, now give us top-notch management teams in this
fast-growing programming business."
"We are thrilled to now be a part of the CBS family," commented Roger
King, King World's Chairman and Co-Chief Executive Officer. Added Michael King,
King World's Vice Chairman and Co-Chief Executive Officer, "It's exciting to be
an integral part of the world's preeminent media company."
Effective upon the close of business today, King World's common stock
will cease to trade on the New York Stock Exchange and the company will operate
as a wholly owned subsidiary of CBS Corporation.
CBS Corporation is composed of CBS Television, Cable and a majority
stake in Infinity Broadcasting Corporation, its radio and outdoor business. CBS
Television is comprised of the CBS Television Network and 16 CBS owned
television stations, eight of which are in the Top 10 markets. CBS Cable
consists of two country networks and regional sports operations. Infinity
Broadcasting Corporation operates 163 radio stations and TDI, the Company's
outdoor business.
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Press Contacts: Gil Schwartz CBS Corporation (212) 975-2121
Dana McClintock CBS Corporation (212) 975-1077
Randi Cone King World (212) 541-0212
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