SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 16, 1995
Date of Report (Date of earliest event reported)
CBS INC.
(Exact name of registrant as specified in its charter)
New York 1-2931 13-0590730
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
51 West 52nd Street 10019
New York, NY (Zip code)
(Address of principal executive offices)
Registrant's Telephone Number, including area code: (212) 975-4321
Not applicable
(Former name or former address, if charged since last report)<PAGE>
Item 5. Other Events
At a Special Meeting of the Shareholders of CBS Inc. (the
"Company"), duly held on November 16, 1995, holders of
approximately 79 percent of the outstanding shares of the Company's
Common Stock, par value $2.50 per share, approved and adopted (i)
the Agreement and Plan of Merger, dated August 1, 1995 (the "Merger
Agreement"), among Westinghouse Electric Corporation
("Westinghouse"), Group W Acquisition Corp. ("Sub") and the Company
and (ii) the Merger (as defined below) contemplated thereby. Of
the shares voted, approximately 99 percent were voted in favor of
approval and adoption of the Merger Agreement and the Merger. The
Merger Agreement provides that Sub would merge with and into the
Company, with the Company becoming a wholly-owned subsidiary of
Westinghouse (the "Merger"). Consummation of the Merger remains
subject to the satisfaction or waiver of customary closing
conditions and the Federal Communications Commission's approval of
the transfer of control of the Company to Westinghouse.
A copy of the press release, dated November 16, 1995
issued by the Company relating to the Company's Special Meeting of
Shareholders is attached hereto as Exhibit A and is incorporated
herewith by reference.
Item 7. Financial Statements and Exhibits.
(c) The following Exhibit is filed with this report.
99. Press release of the Company relating to the
Company's Special Meeting of Shareholders held on November 16, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CBS INC.
By: /s/Ellen Oran Kaden
Name: Ellen Oran Kaden
Title: Executive Vice President,
General Counsel and Secretary
Date: November 16, 1995
- 2 -<PAGE>
Contact: Keith Fawcett
(212) 975-6824
November 16, 1995
CBS'S SHAREHOLDERS APPROVE MERGER WITH WESTINGHOUSE
At a special meeting of the shareholders of CBS, held November 16, 1995,
the holders of approximately 79 percent of the outstanding shares of CBS
common stock approved and adopted the Agreement and Plan of Merger, dated
August 1, 1995, among Westinghouse Electric Corporation, Group W Acquisition
Corp. and CBS and the merger of CBS with Westinghouse Electric contemplated
thereby.
The consummation of the merger remains subject to the satisfaction of
customary closing conditions and the FCC's approval of the transfer of
control of the Company to Westinghouse.
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