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 24, 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 I. Change of Control of the Registrant
On November 24, 1995, pursuant to an Agreement and Plan
of Merger dated August 1, 1995, among Westinghouse Electric
Corporation ("Westinghouse"), Group W Acquisition Corp. ("Sub") and
CBS Inc. ("CBS"), Sub merged with and into CBS, with CBS as the
surviving corporation and a wholly owned subsidiary of Westinghouse
(the "Merger"). Upon consummation of the Merger, each outstanding
share of Common Stock, par value $2.50 per share ("CBS Common
Stock"), of CBS (other than certain shares owned by CBS,
Westinghouse or their respective subsidiaries, which have been
cancelled, and other than shares properly dissenting from the
Merger) was converted into the right to receive $82.065 in cash (the
"Merger Consideration"). The transfer agent for CBS Common Stock,
First Chicago Trust Company of New York, has been instructed by CBS
to close the stock transfer books for CBS Common Stock, and trading
of CBS Common Stock on the New York Stock Exchange and the Pacific
Stock Exchange is to cease at the close of such Exchanges on the
date hereof. The funds required by Westinghouse to consummate the
Merger have been provided under a Credit Agreement dated as of
September 12, 1995, with certain financial institutions named
therein, Morgan Guaranty Trust Company of New York, as
Documentation Agent, and Chemical Bank, as Administrative Agent.
The terms of such Credit Agreement and the identities of such
lenders are more fully described in the Proxy Statement on Schedule
14A filed by CBS with the Securities and Exchange Commission on
October 17, 1995.
At the effective time of the Merger, there were
64,852,388 shares of CBS Common Stock outstanding. Chemical Mellon
Shareholder Services, L.L.C. has been retained by Westinghouse to
serve as the Paying Agent. Letters of Transmittal, together with
instructions relating thereto, are expected to be provided promptly
to CBS shareholders so that such shareholders may receive the
Merger Consideration.
A copy of the joint press release, dated November 24,
1995, issued by Westinghouse and CBS relating to the consummation
of the Merger is attached hereto as Exhibit A.
Item 7. Financial Statements and Exhibits.
(c) The following Exhibit is filed with this report.
99. Joint press release of Westinghouse and CBS relating
to the consummation of the Merger on November 24, 1995.
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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 24, 1995
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Exhibit A
TO BUSINESS EDITOR:
WESTINGHOUSE COMPLETES ACQUISITION OF CBS INC.
NEW YORK, Nov. 24 /PRNewswire/ -- Westinghouse Electric Corporation
(NYSE: WX) and CBS Inc. (NYSE: CBS) today announced the completion of the
acquisition of CBS and the merger of CBS with Westinghouse's Group W
broadcasting operations, to be called CBS Inc.
CBS Inc. is now a wholly-owned subsidiary of Westinghouse. The new
broadcasting enterprise is the nation's largest television and radio
broadcaster.
Each outstanding share of CBS Common Stock (par value of $2.50 per share)
was converted in the merger into the right to receive $82.065 in cash.
Chemical Mellon Shareholders Services, L.L.C. has been retained by
Westinghouse to serve as Paying Agent. Letters of Transmittal, together
with instructions for their use, are expected to be provided promptly
to CBS shareholders so that they may receive the merger consideration.
Westinghouse Electric Corporation is a multi-industry company
headquartered in Pittsburgh, PA. CBS Inc. will maintain its headquarters
in New York City.
/CONTACT: Mimi Limbach, 202-364-3808, or Gil Schwartz, 914-654-0521,
both of Westinghouse/
