UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 19)
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CBS Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
124845 10 8
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(CUSIP Number)
Barry Hirsch, Senior Vice President and Secretary
Loews Corporation
667 Madison Avenue, New York, New York 10021 (212) 545-2920
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 1994
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(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box __.
Check the following box if a fee is being paid with the statement
__.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D/A
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CUSIP No. 124845 10 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LOEWS CORPORATION
IRS Identification No. 13-2646102
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
N/A (b)/ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) N/A / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 10,987,285
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 10,987,285
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,987,285
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.92%
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14 TYPE OF REPORTING PERSON*
HC
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AMENDMENT NO. 19
to
SCHEDULE 13D
relating to CBS Inc.
This Amendment No. 19 to Schedule 13D, as amended, filed by
Loews Corporation, a Delaware corporation, ("Loews"), relates to
the Common Stock, $2.50 par value per share (the "Shares"), of
CBS Inc., a New York corporation (the "Issuer"), and is being
filed pursuant to Rule 13d-2 under the Securities Exchange Act of
1934, as amended. All of the Shares referred to herein as
beneficially owned by Loews are owned by L.T. Holding Corp. a
wholly-owned subsidiary of Loews ("Loews Holdings").
Item 4. Purpose of Transaction
----------------------
Item 4 is hereby supplemented as follows:
On December 29, 1994 Loews filed a Notification and Report
Form under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, (the "HSR Act") with the Federal Trade
Commission and the Antitrust Division of the Department of
Justice in which Loews stated its intention to acquire from time
to time in the open market or otherwise, subject to market
conditions and other factors considered relevant by Loews, voting
securities of the Issuer which, when added to the Shares
presently held by Loews, would exceed 15% but not exceed 25% of
such securities outstanding.
Under the HSR Act, Loews may not acquire any Shares until
expiration or termination of the applicable waiting period with
respect to Loews's Notification and Report Form. In addition,
pursuant to the HSR Act, Loews may not acquire additional voting
securities of the Issuer if, after any such acquisition, it would
hold 25% or more of such outstanding voting securities except
upon filing of another Notification and Report Form and
expiration or termination of the applicable waiting period for
that filing.
In 1985 Loews had filed a Notification and Report Form under
the HSR Act in relation to the purchase of Shares by it in excess
of 15%, but not in excess of 25%, of such securities outstanding.
In accordance with the HSR Act, the period within which Loews
could make such purchases without the filing of an additional
Notification and Report Form expired in 1990.
Loews last sold Shares on August 22, 1994 pursuant to the
Issuer's July 25, 1994 Offer to Purchase Shares at $65 per Share
(after giving effect to the 5 for 1 Share split declared on
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September 14, 1994). In view of the "short-swing" profit
recapture provisions of Section 16(b) of the Securities Exchange
Act of 1934, as amended, Loews does not intend to purchase any
Shares at a price lower than $65 per Share prior to February 21,
1995.
SIGNATURE
The undersigned certifies that after reasonable inquiry and
to the best of its knowledge and belief, the information set
forth in this Statement is true, complete and correct.
LOEWS CORPORATION
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(Registrant)
By: /s/ Gary W. Garson
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Gary W. Garson
Vice President and
Assistant Secretary
Dated: December 29, 1994
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