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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 1, 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)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
FILED PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
CBS INC.
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(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends its Current Report on Form
8-K, dated August 1, 1995, as follows.
1. The third paragraph of Item 5 "Other Events" is amended by deleting such
paragraph in its entirety and substituting for such deleted paragraph the
following new paragraph:
"The Company, the individual members of its Board of directors and, in
certain instances, Westinghouse and its Chairman and Chief Executive Officer,
Michael H. Jordan, have been named as defendants in the following eight lawsuits
filed in the Supreme Court of the State of New York, New York County: Carol
B. Miller IRA Account v. CBS (date filed: July 18, 1995); Roger B. Minkoff v.
CBS (July 28, 1995); Moise Katz v. CBS (August 1, 1995); Max Grill v.
CBS (August 1, 1995); William Stevens v. CBS (August 1, 1995); John
Stack v. CBS (August 2, 1995); Kenneth Steiner v. CBS (August 2, 1995); and Ron
Stern v. CBS (August 3, 1995). In these proceedings, the plaintiffs, on
behalf of themselves and other shareholders of the Company, primarily assert
that (i) the individual members of the Company's Board of Directors have failed
to act in such a manner so as to maximize shareholder value, including by
failing to properly consider and solicit other bids for the Company, and have
acted according to their own personal interests, instead of consistent with the
fiduciary obligations they owe to the Company's shareholders, and (ii) the
Merger does not provide sufficient value to the Company and its shareholders,
especially in light of the Company's current financial condition and prospects
for future growth and the trading prices for the Company's Common Stock
immediately prior to announcement of the Merger. Certain of the plaintiffs also
allege that Westinghouse and Mr. Jordan aided and abetted the foregoing alleged
failures and breaches of the Company's directors. The plaintiffs seek primarily
to enjoin the Merger and that the Company conduct an auction to maximize
shareholder value, as well as an order imposing a "voting trust" on the shares
controlled by the directors,
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unquantified damages and other equitable relief (including certain declaratory
relief and that the Company disclose certain information before completing any
change of control transaction). The Company has consulted with counsel and
believes that each of these lawsuits is without merit and, accordingly, will
have no adverse affect on the Company or the Merger."
Accordingly, the text of Item 5 "Other Events" is restated in its entirety to
read as follows:
"On August 1, 1995, CBS Inc., a New York corporation (the "Company"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Westinghouse Electric Corporation, a Pennsylvania corporation ("Westinghouse"),
and Group W Acquisition Corp., a New York corporation ("Sub"), pursuant to which
Sub will merge with and into the Company (the "Merger"). As a result of the
Merger, the outstanding shares of the Company's common stock, par value $2.50
per share ("Company Common Stock"), will be converted into the right to receive
$81 per share, in cash, plus an additional amount equal to 6% per annum of such
purchase price beginning on August 31, 1995, less any dividends declared and
paid by CBS for the period after August 1, 1995. The Merger is conditioned upon,
among other things, approval by holders of a majority of the Company Common
Stock and upon receipt of certain regulatory and governmental approvals. The
Merger Agreement is attached as Exhibit 2 hereto and its terms are incorporated
herein by reference."
"A copy of the Press Release, dated August 1, 1995, issued by the
Company and Westinghouse relating to the Merger Agreement, is attached as
Exhibit 99 hereto and is incorporated herein by reference."
"The Company, the individual members of its Board of directors and, in
certain instances, Westinghouse and its Chairman and Chief Executive Officer,
Michael H. Jordan, have been named as defendants in the following eight lawsuits
filed in the Supreme Court of the State of New York, New York County: Carol
B. Miller IRA Account v. CBS (date filed: July 18, 1995); Roger B. Minkoff v.
CBS (July 28, 1995); Moise Katz v. CBS (August 1, 1995); Max Grill v.
CBS (August 1, 1995); William Stevens v. CBS (August 1, 1995); John
Stack v. CBS (August 2, 1995); Kenneth Steiner v. CBS (August 2, 1995); and Ron
Stern v. CBS (August 3, 1995). In these proceedings, the plaintiffs, on
behalf of themselves and other shareholders of the Company, primarily assert
that (i) the individual members of the Company's Board of Directors have failed
to act in such a manner so as to maximize shareholder value, including by
failing to properly consider and solicit other bids for the Company, and have
acted according to their own personal interests, instead of consistent with the
fiduciary obligations they owe to the Company's shareholders, and
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(ii) the Merger does not provide sufficient value to the Company and its
shareholders, especially in light of the Company's current financial condition
and prospects for future growth and the trading prices for the Company's Common
Stock immediately prior to announcement of the Merger. Certain of the
plaintiffs also allege that Westinghouse and Mr. Jordan aided and abetted the
foregoing alleged failures and breaches of the Company's directors. The
plaintiffs seek primarily to enjoin the Merger and that the Company conduct an
auction to maximize shareholder value, as well as an order imposing a "voting
trust" on the shares controlled by the directors, unquantified damages and
other equitable relief (including certain declaratory relief and that the
Company disclose certain information before completing any change of control
transaction). The Company has consulted with counsel and believes that each of
these lawsuits is without merit and, accordingly, will have no adverse affect
on the Company or the Merger."
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CBS INC.
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(Registrant)
Dated: October 12, 1995 By /s/ Peter W. Keegan
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Executive Vice President and
Chief Financial Officer
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