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SECURITIES AND EXCHANGE COMMISSION
Schedule 13E-4
(Amendment No. 1)
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
CBS Inc.
(Name of Issuer)
CBS Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $2.50 Per Share
(Title of Class of Securities)
124845 10 8
(CUSIP Number of Class of Securities)
Ellen Oran Kaden
Executive Vice President
General Counsel and Secretary
CBS Inc.
51 West 52nd Street
New York, New York 10019
(212) 975-4452
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person
Filing Statement)
Copy to:
Robert A. Kindler, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1640
July 25, 1994
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$1,137,500,000 $227,500
*Assumes purchase of 3,500,000 shares at $325 per share.
[x] Check box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number of the Form or Schedule
and the date of its filing.
Amount Previously Paid: $227,500 Filing Party: CBS Inc.
Form or
Registration No: Schedule 13E-4 Date Filed: July 25, 1994
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This Amendment No. 1 amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 filed on July 25, 1994,
relating to the offer by CBS Inc., a New York corporation (the
"Company"), to purchase 3,500,000 outstanding shares of Common
Stock, par value $2.50 per share, of the Company (the "Shares"),
at a price of $325 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to
Purchase dated July 25, 1994 (the "Offer to Purchase"), and the
related Letter of Transmittal (the "Offer"). Unless otherwise
indicated, all capitalized terms used but not defined herein
shall have the meanings assigned to them in the Schedule 13E-4.
Item 8. Additional Information.
Item 8(e) is hereby amended by adding the following thereto:
The Offer expired at 8:00 p.m., New York City time, on
Monday, August 22, 1994. The preliminary results of the Offer are
set forth in Exhibit (a)(12) hereto.
Item 9. Material to Be Filed as Exhibits.
Item 9 is hereby amended by adding the following as an
Exhibit:
Exhibit (a)(12). Form of Press Release dated August 23,
1994.
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After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
CBS INC.
By: /s/ ELLEN ORAN KADEN
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Title: Executive Vice
President,
General Counsel
and Secretary
Dated: August 23, 1994
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
(a)(12) Form of Press Release
dated August 23, 1994.
August 23, 1994
CBS CONCLUDES OFFER TO PURCHASE FOR CASH
3,500,000 SHARES OF ITS COMMON STOCK AT $325 NET PER SHARE
CBS announced that its offer to purchase up to 3,500,000 shares
of its Common Stock at $325 per share expired as scheduled at 8:00 PM,
New York City time, Monday, August 22, 1994. As a result of the
offer's oversubscription, proration will be required for the
12,532,310 shares tendered by owners who do not qualify as odd lot
owners. The preliminary proration percentage is 27.05% for those
shares not qualifying for odd lot status.
On the basis of a preliminary count, First Chicago Trust Company
of New York, the depositary for the offer, reported that 12,642,144
shares of CBS Common Stock were tendered pursuant to the offer. This
included 688,364 shares that were tendered by notices of guaranteed
delivery, all of which are preliminarily assumed to be round lot
tenders. Of the total shares tendered, qualifying odd lot owners, who
beneficially owned 25 or fewer shares on the record dated of July 8,
1994, tendered 109,834 shares. All of such odd lot shares will be
accepted for payment by the Company.
The final number of shares tendered pursuant to the offer and the
definitive proration factor will be announced on or about August 30.
Payment for the purchased shares will be made in cash as promptly as
feasible thereafter according to the terms of the offer. All shares
tendered and not purchased by the Company will be returned to
shareholders.
L.T. Holding Corp., a wholly owned subsidiary of Loews
Corporation, tendered all of its 3,029,375 shares. As a result, based
on the preliminary report of the depositary, L.T. Holding owns
approximately 18% of CBS's common stock immediately following the
offer's expiration.
In addition, 230,000 shares of the Company's $10 Convertible
Series B Preference Stock were converted into CBS Common Stock, during
the period when the offer to purchase was effective. Consequently,
the Company now has 950,000 shares of the Series B Preference Stock
outstanding.
Immediately after the cash payout related to this offer, the
Company's cash and marketable securities will total approximately
$200 million, while total debt will total approximately $600 million.
The Company now has total common shares outstanding of approximately
12.250 million.
CBS intends to effect a 5-for-1 share split by paying a stock
dividend of four new shares on each outstanding share. The record
date will be set at the next CBS Board of Directors meeting on
September 14, 1994.
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Contacts: Ann Morfogen, (212) 975-8088, Media Relations
Keith Fawcett, (212) 975-6824, Investor Relations
