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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13E-4
(Final Amendment)
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 or 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 Final Amendment 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 4. Interest in Securities of the Issuer.
Item 4 is hereby amended by adding the following
thereto:
On August 5, 1994, Eric W. Ober (President, CBS News
Division) exercised 7,900 options at a price of
approximately $311,750 of which had an exercise price of
$118-3/4, 1,500 of which had an exercise price of $163-5/8,
2,000 of which had an exercise price of $191-1/2, 2,000 of
which had an exercise price of $182-3/8, and 1,650 of which
had an exercise price of $159-7/8. On August 10, 1994,
Nancy C. Widmann (President, CBS Radio Division) exercised
300 options at a price of $307, all of which had an exercise
price of $159-7/8. On August 16, 1994, Ellen Oran Kaden
(Executive Vice President, General Counsel and Secretary of
the Company) exercised 1,000 options at a price of $309, 200
of which had an exercise price of $163-5/8, 400 of which had
an exercise price of $191-1/2, and 400 of which had an
exercise price of $182-3/8.
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, and the Company accepted
3,500,000 Shares for payment. The results of the Offer are
set forth in Exhibit (a)(13) hereto.
Item 9. Material to Be Filed as Exhibits.
Item 9 is hereby amended by adding the following as an
Exhibit:
Exhibit (a)(13). Form of Press Release dated
August 31, 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: September 1, 1994
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
(a)(13) Form of Press Release dated
August 31, 1994.
Exhibit (a)(13)
August 31, 1994
CBS ANNOUNCES FINAL RESULTS OF ITS OFFER
TO PURCHASE FOR CASH 3,500,000 SHARES OF
ITS COMMON STOCK AT $325 NET PER SHARE
CBS announced that 12,417,089 shares of its common
stock were tendered pursuant to the Company's offer to
purchase 3,500,000 shares at $325 per share in cash. The
offer expired as scheduled at 8:00 p.m., New York City time,
Monday, August 22, 1994.
Of the total shares tendered, qualifying odd lot
owners tendered 124,136 shares. All odd lot shares were
accepted for payment by the Company. Accordingly, proration
was made for the remaining 12,292,953 shares tendered by
round lot owners and the final proration factor was 27.462
percent accepted, as reported by First Chicago Trust Company
of New York, the depositary for the offer.
Cash payment for the purchased shares will
commence Thursday, September 1. All shares tendered and not
purchased by the Company will be returned as promptly as
possible to shareholders.
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Contacts: Ann Morfogen, (212) 975-8088, Media Relations
Keith Fawcett, (212) 975-6824, Investor Relations
