View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
--
CBS Inc.
-----------------------------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------------------------
(Title of Class of Securities)
124845 10 8
-----------------------------------------------------------------------
(CUSIP Number)
Barry Hirsch, Senior Vice President and Secretary
Loews Corporation
667 Madison Avenue, New York, New York 10021 (212) 545-2920
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 25, 1994
-----------------------------------------------------------------------
(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box __ .
Check the following box if a fee is being paid with the statement __ .
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Page 1
SCHEDULE 13D
----------------------------------------------------------------------
CUSIP No. 124845 10 8
----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LOEWS CORPORATION
IRS Identification No. 13-2646102
----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
N/A (b)/ /
----------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /__/
N/A
----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,029,375
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,029,375
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,029,375
----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.49%
----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
----------------------------------------------------------------------
Page 2
AMENDMENT NO. 16
to
SCHEDULE 13D
relating to the
Common Stock, $2.50 par value per share
of
CBS Inc.
This Amendment No. 16 to Schedule 13D, as amended, filed by Loews
Corporation, a Delaware corporation ("Loews"), relates to the Common
Stock, $2.50 par value per share, (the "Shares") of CBS Inc., a New
York corporation (the "Issuer"), and is being filed pursuant to Rule
13d-2 under the Securities Exchange Act of 1934, as amended. All
of the Shares referred to herein as beneficially owned by Loews are
owned by L.T. Holding Corp. a wholly-owned subsidiary of Loews ("Loews
Holding").
This Amendment No. 16 to this Statement on Schedule 13D is being
filed in restated form pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended, and Rules 101(a) and 901(d) of
Regulation S-T, and incorporates the Statement on Schedule 13-D
initially filed on July 22, 1985, and Amendments numbered 1 through 15
thereto.
Item 1. Security and Issuer
-------------------
The class of equity securities to which this Statement relates is
the Shares of the Issuer. The principal executive offices of the
Issuer are located at 51 West 52nd Street, New York, New York 10019.
Item 2. Identity and Background
-----------------------
This Statement is being filed by Loews. The principal
executive offices of Loews are located at 667 Madison Avenue, New
York, New York 10021.
Loews, through its subsidiaries, is engaged in the production
and sale of cigarettes; the operation of hotels and offshore drilling
rigs; through its approximately 83% ownership of CNA Financial
Corporation ("CNA"), insurance (property, casualty and life); and
through its approximately 97% ownership of Bulova Corporation, the
distribution and sale of watches and the production and sale of other
timing devices. In addition, a wholly-owned subsidiary of Loews owns
approximately 19.5% of the outstanding common stock of the Issuer.
Page 3
Laurence A. Tisch, Chairman of the Board and Co-Chief
Executive Officer of Loews, and Preston R. Tisch, President and Co-
Chief Executive Officer of Loews each own 9,449,956 shares of Common
Stock of Loews, constituting an aggregate of 18,899,912 shares, or
approximately 31.5%, of the total number of shares of Loews Common
Stock outstanding. As a result, they may be deemed to be
"controlling" persons of Loews as that term is defined in the General
Rules and Regulations under the Securities Exchange Act of 1934, as
amended.
The name, business address, present principal occupation and
citizenship of each executive officer and director of Loews are set
forth in Appendix A hereto.
During the last five years neither Loews nor, to the best
knowledge of Loews, any of its executive officers or directors has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The amount of the funds used in making the purchases of the
Shares reported as beneficially owned in Item 5(c) hereof, was
approximately $346,963,856, including commissions. All of such funds
were provided from internally generated funds.
[Amendment No. 1] The amount of funds used in purchasing the
additional 99,400 Shares purchased by Loews as reported in Item 5(c)
hereof, was approximately $10,751,982 including commissions. All of
such funds were provided from internally generated funds.
[Amendment No. 2] The amount of funds used in purchasing the
additional 305,200 Shares purchased by Loews, as reported in Item 5(c)
hereof, was approximately $33,493,800 including commissions. All of
such funds were provided from internally generated funds.
[Amendment No. 3] The amount of funds used in purchasing the
additional 143,500 Shares purchased by Loews, as reported in Item 5(c)
hereof, was approximately $15,528,600 including commissions. All of
such funds were provided from internally generated funds.
[Amendment No. 4] The amount of funds used in purchasing the
additional 37,000 Shares purchased by Loews, as reported in Item 5(c)
hereof, was approximately $4,112,100 including commissions. All of
such funds were provided from internally generated funds.
Page 4
[Amendment No. 5] The amount of funds being used to purchase the
additional 1,136,400 Shares being purchased by Loews, as reported in
Item 5(c) hereof, is approximately $159,914,000, including
commissions. All of such funds were or will be provided from general
corporate funds.
On December 19, 1985, Loews issued $200 million principal amount
of 9-3/4% subordinated notes due 1993 and $200 million principal
amount of 10% subordinated notes due 1996, and on March 19, 1986,
Loews issued $200 million principal amount of 9% senior sinking fund
debentures due 2016. The proceeds from the issuances of the foregoing
debt securities, aggregating approximately $592 million, were made
available for general corporate purposes.
[Amendment No. 6] The amount of funds being used to purchase the
additional 254,800 Shares being purchased by Loews, as reported in
Item 5(c) hereof, is approximately $34,013,000 including commissions.
All of such funds were provided from general corporate funds.
[Amendment No. 7] The amount of funds being used to purchase the
additional 449,600 Shares being purchased by Loews, as reported in
Item 5(c) hereof, is approximately $60,318,000 including commissions.
All of such funds were provided from general corporate funds.
[Amendment No. 8] The amount of funds being used to purchase the
additional 312,600 Shares being purchased by Loews, as reported in
Item 5(c) hereof, is approximately $42,498,000 including commissions.
All of such funds were provided from general corporate funds.
[Amendment No. 9] The amount of funds being used to purchase the
additional 349,600 Shares being purchased by Loews, as reported in
Item 5(c) hereof, is approximately $45,520,000 including commissions.
All of such funds were provided from general corporate funds.
[Amendment No. 10] The amount of funds being used to purchase
the additional 575,200 Shares being purchased by Loews, as reported in
Item 5(c) hereof, is approximately $77,519,750 including commissions.
All of such funds were provided from general corporate funds.
[Amendment No. 12] The $143,500,000 used to pay for the
additional 1,000,000 Shares, as reported in Item 5(c) hereof, were
provided from general corporate funds.
Item 4. Purpose of Transaction
----------------------
Loews acquired the Shares owned by it for investment. Except as
otherwise indicated in this Item 4, Loews has no plans or proposals
with respect to the Issuer that relate to or that could result in any
of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Pursuant to an Offer to Purchase dated July 3, 1985, the Issuer
Page 5
has offered to purchase (the "Issuer Exchange Offer"), subject to the
terms and conditions thereof, up to 6,365,000 Shares by exchanging for
each Share $40 in cash and $110 principal amount of its 10-7/8% senior
notes due 1995. Under the terms of the Issuer Exchange Offer, if more
than 6,365,000 Shares are tendered and not withdrawn, the Issuer will
accept for exchange 6,365,000 Shares (or such greater numbers of
Shares as it elects to purchase pursuant to such offer) on a pro rata
basis from among the Shares tendered and not withdrawn.
Subsequent to reports of an intention on the part of Turner
Broadcasting Systems, Inc. to acquire control of the Issuer and prior
to the commencement of the Issuer Exchange Offer, the Chairman of the
Board of Loews indicated, in informal conversations with certain
persons associated with the Issuer, Loews's interest in a possible
acquisition of the Issuer on a negotiated basis. All the Shares owned
by Loews (except for 300 Shares) were purchased on or subsequent to
the date of commencement of the Issuer Exchange Offer. Loews intends
to tender all its Shares pursuant to the Issuer Exchange Offer. Until
such time as the Issuer announces the number of Shares it will accept
pursuant to the Issuer Exchange Offer and the proration factor, if
any, Loews will be unable to determine the number of Shares tendered
by it which will be purchased pursuant to the Issuer Exchange Offer.
Loews intends to review on a continuing basis its investment in
the Issuer and may increase such investment, if any, remaining after
the purchase of Shares under the Issuer Exchange Offer. The extent of
any such increase would depend upon the price and availability of the
Issuer's securities, subsequent developments affecting the Issuer, the
Issuer's business and prospects, other investment and business
opportunities available to Loews, general stock market and economic
conditions, tax considerations, and other factors, including the
obtaining of any necessary regulatory approvals. In addition, Loews
may decide to decrease its investment in the Issuer (in addition to
any decrease resulting from the purchase of Shares in the Issuer
Exchange Offer), depending upon its continuing review of such
investment and various other factors including those mentioned above.
Loews has not filed a Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act")
with the Federal Trade Commission and the Antitrust Division of the
Department of Justice. Pursuant to the HSR Act, Loews may not
purchase any additional voting securities of the Issuer if, after any
such purchase, it would hold more than 10% of such outstanding
securities or if, prior to any such purchase, its current investment
intent should change, unless a Notification and Report Form has been
filed under the HSR Act and the applicable waiting period under the
HSR Act has expired or been terminated.
[Amendment No. 1] On August 12, 1985 Loews filed a Notification
and Report Form under the HSR act stating its intention to acquire
from time to time in the open market or otherwise, subject to market
conditions and other factors considered relevant by Loews, voting
securities of the Issuer which, when added to the Shares presently
Page 6
held by Loews, will exceed $15 million in aggregate total value of
such securities but not exceed 15% of such securities outstanding.
Pursuant to the HSR Act, Loews may not acquire any additional
voting securities of the Issuer if, after any such acquisition, it
would hold 15% or more of such outstanding voting securities unless a
further Notification and Report Form has been filed and the applicable
waiting period has expired or been terminated.
[Amendment No. 2] The waiting period for the Notification and
Report Form filed by Loews on August 12, 1985 was terminated on
September 11, 1985.
[Amendment No. 3] On October 16, 1985, Laurence A. Tisch,
Chairman of the Board of Loews, accepted the invitation of Thomas H.
Wyman, Chairman, President and Chief Executive Officer of the Issuer,
to join the Board of Directors of the Issuer subject to election at
the meeting of the Issuer's Board, currently scheduled to be held on
November 13, 1985. Loews has advised the Issuer of its intention to
acquire up to 25% of the outstanding Shares. Any such acquisitions
would be subject to market conditions and other factors considered
relevant by Loews. Loews plans to file a Notification and Report Form
under the HSR Act stating its intention to acquire from time to time
in the open market or otherwise, subject to market conditions and
other factors considered relevant by Loews, voting securities of the
Issuer which, when added to the Shares held by Loews will exceed 15%,
but not exceed 25%, of such securities outstanding.
Pursuant to the HSR Act, following the filing of such further
Notification and Report Form and expiration or termination of the
applicable waiting period, Loews could not acquire any additional
voting securities of the Issuer if, after any such acquisition, it
would hold 25% or more of such outstanding voting securities, except
upon filing of another Notification and Report Form and expiration or
termination of the applicable waiting period.
[Amendment No. 4] The waiting period for a Notification and
Report Form under the HSR Act filed by Loews on October 17, 1985 was
terminated on October 30, 1985. That Notification and Report Form
related to Loews's intention to acquire from time to time in the open
market or otherwise, subject to market conditions and other factors
considered relevant by Loews, voting securities of the Issuer which,
when added to the Shares held by Loews, will exceed 15% but will not
exceed 25% of such securities outstanding.
Pursuant to the HSR Act, Loews cannot acquire any additional
voting securities of the Issuer if, after any acquisition, it would
hold 25% or more of such outstanding voting securities except upon
filing of another Notification and Report Form and expiration or
termination of the applicable waiting period.
[Amendment No. 11] On September 10, 1986, Thomas H. Wyman
resigned as Chairman, President and Chief Executive Officer of the
Page 7
Issuer, and Laurence A. Tisch was elected Chairman of the Management
Committee and acting Chief Executive Officer of the Issuer.
A copy of the Issuer's Press Release dated September 10, 1986 is
attached hereto as Exhibit 99.02.
[Amendment No. 13] On January 14, 1987 Laurence A. Tisch was
elected President and Chief Executive Officer of the Issuer. Mr.
Tisch had been serving as acting Chief Executive Officer.
A copy of the Issuer's Press Release dated January 14, 1987 is
attached hereto as Exhibit 99.03.
[Amendment No. 14] On December 12, 1990 the Issuer announced an
offer to purchase up to 10,526,000 Shares for cash at a price of $190
per Share. Loews Holding has advised the Issuer of its intention to
tender all of the Shares owned by it.
A copy of the Issuer's press release dated December 12, 1990 is
attached hereto as Exhibit 99.04.
[Amendment No. 16] On July 25, 1994 the Issuer commenced an
offer to purchase 3,500,000 Shares for cash at a price of $325 net per
Share. Loews Holding has advised the Issuer of its intention to tender
no fewer than 2 million of the 3,029,375 Shares owned by it, and that
it may tender all of such Shares. Loews Holding has further advised
the Issuer that its determination of the number of Shares it will
tender will be based upon Loews Holding's intention to achieve certain
tax treatment of the offer. If Loews Holding tenders less than all of
its Shares, Loews's beneficial ownership interest in the Issuer may
increase by a small percentage.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) Loews owns directly 2,950,300 Shares, representing
approximately 9.90%* [*Based on the number of Shares outstanding on
June 27, 1985, as disclosed in the Issuer Exchange Offer] of the total
number of Shares outstanding. All of such Shares were acquired and
are presently held by Loews Trading Corp., a New York corporation
("LTC"), which is a wholly-owned subsidiary of Loews. To the best
knowledge of Loews, no director or executive officer of Loews
beneficially owns any Shares.
[Amendment No. 1] (a) As of the date hereof, Loews owns directly
approximately 2,305,875 Shares, [As indicated in Item 5(c), the exact
number of Shares owned by Loews cannot now be determined]
representing approximately 9.84% [Based on the number of Shares
outstanding on July 31, 1985, as disclosed in the Issuer's Quarterly
Report on Form 10-Q, filed on August 6, 1985, adjusted to reflect the
purchase of 6,365,000 Shares on August 1, 1985 pursuant to the Issuer
Exchange Offer] of the total number of Shares outstanding. All of
such Shares were acquired and are presently held by LTC. To the best
Page 8
knowledge of Loews, no director or officer of Loews beneficially owns
any Shares.
[Amendment No. 2] (a) As of the date hereof, Loews owns directly
2,598,221 Shares representing approximately 11.1% [Based on the number
of Shares outstanding on July 31, 1985, as disclosed in the Issuer's
Quarterly Report on Form 10-Q, filed on August 6, 1985, adjusted to
reflect the purchase of 6,365,000 Shares on August 1, 1985 pursuant to
the Issuer Exchange Offer] of the total number of Shares outstanding.
All of such Shares were acquired and are presently held by LTC.
[Amendment No. 3] (a) As of the date hereof, Loews owns directly
2,741,721 Shares representing approximately 11.7% [Based on the number
of Shares outstanding on July 31, 1985, as reported in the Issuer's
Form 10-Q for the quarter ended June 30, 1985, as adjusted for the
purchase of 6,365,000 Shares pursuant to the Issuer Exchange Offer] of
the total number of Shares outstanding. All of such Shares were
acquired and are presently held by LTC.
[Amendment No. 4] (a) As of the date hereof, Loews owns directly
2,778,721 Shares representing approximately 11.9% [Based on the number
of Shares outstanding on July 31, 1985, as reported in the Issuer's
Form 10-Q for the quarter ended June 30, 1985, as adjusted for the
purchase of 6,365,000 Shares pursuant to the Issuer Exchange Offer] of
the total number of Shares outstanding. All of such Shares were
acquired and are presently held by LTC.
[Amendment No. 5] (a) As of the date hereof, Loews may be deemed
beneficially to own directly 3,915,121 Shares representing
approximately 16.7% of the total number of Shares outstanding, which
includes 1,000,000 Shares that Loews has agreed to purchase pursuant
to an agreement in the form attached hereto as an exhibit (the
"Agreement"). The Agreement is scheduled to be consummated on
September 15, 1986 but may be consummated earlier upon the occurrence
of certain events described in the Agreement. See Item 5(c). All of
such 3,915,121 Shares were or are being acquired by LTC. 250,000 of
such Shares were transferred to Loews by LTC on December 19, 1985 and
the balance of such Shares are held by LTC.
[Amendment No. 6] (a) As of the date hereof, Loews may be deemed
beneficially to own directly 4,169,921 Shares representing
approximately 17.7% of the total number of Shares outstanding, which
includes the Agreement Shares that Loews has agreed to purchase
pursuant to the agreement described in Amendment No. 5 to this
Schedule 13D. All of such 4,169,921 Shares were or are being acquired
by LTC. 250,000 of such Shares were transferred to Loews by LTC on
December 19, 1985 and the balance of such Shares are held by LTC.
[Amendment No. 7] (a) As of the date hereof, Loews may be deemed
beneficially to own directly 4,619,521 Shares representing
approximately 19.7% of the total number of Shares outstanding, which
includes the Agreement Shares that Loews has agreed to purchase
pursuant to the agreement described in Amendment No. 5 to this
Page 9
Schedule 13D. All of such 4,619,521 Shares were or are being acquired
by LTC. 250,000 of such Shares are held of record by Loews and the
balance of such Shares are held of record by LTC.
[Amendment No. 8] (a) As of the date hereof, Loews may be deemed
beneficially to own directly 4,932,121 Shares representing
approximately 20.98% of the total number of Shares outstanding, which
includes the Agreement Shares that Loews has agreed to purchase
pursuant to the agreement described in Amendment No. 5 to this
Schedule 13D. 1,403,321 of the Shares beneficially owned by Loews are
held by LTC and the balance of such Shares are held by Loews.
[Amendment No. 9] (a) As of 12:00 noon on the date hereof, Loews
may be deemed beneficially to own directly 5,281,721 Shares
representing approximately 22.46% of the total number of Shares
outstanding, which includes the Agreement Shares that Loews has agreed
to purchase pursuant to the agreement described in Amendment No. 5 to
this Schedule 13D. 1,403,321 of the Shares beneficially owned by
Loews are held by LTC and the balance of such Shares are held by
Loews.
[Amendment No. 10] (a) As of the date hereof, Loews may be
deemed beneficially to own directly 5,856,921 Shares representing
approximately 24.91% of the total number of Shares outstanding, which
includes the Agreement Shares that Loews has agreed to purchase
pursuant to the agreement described in Amendment No. 5 to this
Schedule 13D. 1,403,321 of the Shares beneficially owned by Loews are
held by LTC and the balance of such Shares are held by Loews.
[Amendment No. 12] (a) On September 15, 1986 delivery and
payment for the 1,000,000 Shares that Loews previously agreed to
purchase pursuant to the agreement described in Amendment No. 5 to
this Schedule 13D was effected. Such Shares have previously been
reported as beneficially owned by Loews. The purchase price was
$143.50 per Share. Accordingly, Loews may be deemed beneficially to
own directly 5,856,921 Shares, representing approximately 24.91% of
the total number of Shares outstanding. 1,403,321 of the Shares
beneficially owned by Loews are held by LTC and the balance of such
Shares is held by Loews.
[Amendment No. 15] (a) As of the date hereof, Loews may be
deemed beneficially to own 3,029,375 Shares representing approximately
22.9% of the total Shares outstanding (after giving effect to the
purchase by the Issuer of an aggregate of 10,526,000 Shares pursuant
to its offer to purchase dated December 12, 1990 (the "Offer").
(b) Loews has the sole power to vote or to direct the vote and
the sole power to dispose of, or to direct the disposition of, the
Shares owned by it.
[Amendment No. 5] (b) Loews has the sole power to vote, or to
direct the vote of, the Shares owned by it, except with respect to
1,000,000 Shares being acquired as set forth in Item 5(c) (of
Page 10
Amendment No. 5) below. Loews has the sole power to dispose of, or to
direct the disposition of, the Shares owned by it.
(c) The table set forth on Appendix B hereto contains certain
information with respect to all transactions in the Shares effected by
Loews during the past 60 days. As noted in Item 4, Loews currently
intends to tender its Shares pursuant to the Issuer Exchange Offer.
[Amendment No. 1] (c) The table set forth on Appendix B hereto
contains certain information with respect to purchases of Shares
effected by Loews since the filing of the Schedule 13D through August
9, 1985. On July 31, 1985, Loews tendered, pursuant to the Issuer
Exchange Offer, the 2,975,300 Shares purchased by it through that
date.
The Issuer has announced that on August 1, 1985 it has accepted
for purchase on a pro rata basis 6,365,000 Shares (or approximately
25%) of approximately 25,466,000 Shares tendered pursuant to the
Issuer Exchange Offer. Based on the foregoing announcement,
approximately 25% of the 2,975,300 Shares owned by Loews on the
proration date of the Issuer Exchange Offer were purchased pursuant to
the Issuer Exchange Offer. The precise proration factor in the Issuer
Exchange Offer is expected to be announced on or about August 13,
1985. Until such announcement, Loews will be unable to determine the
exact number of Shares owned by it that were purchased pursuant to the
Issuer Exchange Offer.
[Amendment No. 2] (c) The table set forth on Appendix B hereto
contains certain information with respect to transactions in the
Shares effected by Loews since the filing of Amendment No. 1 to this
Schedule 13D, through September 26, 1985.
Pursuant to the Issuer Exchange Offer, the Issuer purchased
756,455 Shares of the 2,975,300 Shares tendered by Loews. In
accordance with the Issuer Exchange Offer, Loews received, for each
Share purchased, $40 in cash and $110 principal amount of the Issuer's
10-7/8% senior notes due 1995. All of such notes have since been sold
by Loews.
[Amendment No. 3] (c) The table set forth on Appendix B hereto
contains certain information with respect to transactions in the
Shares effected by Loews since the filing of Amendment No. 2 to this
Schedule 13D, through October 16, 1985.
[Amendment No. 4] (c) The table set forth on Appendix B hereto
contains certain information with respect to transactions in the
Shares effected by Loews since the filing of Amendment No. 3 to this
Schedule 13D, through October 30, 1985.
[Amendment No. 5] (c) Since the filing of Amendment No. 4 to
this Schedule 13D, Loews has acquired or may be deemed to have
acquired beneficial ownership of an aggregate of 1,136,400 Shares,
including the following transactions in the last sixty days:
Page 11
(i) On April 1, 1986, Loews purchased 40,400 Shares in a
transaction on the New York Stock Exchange at a price of $143.50 per
Share.
(ii) On April 1, 1986, Loews entered into the Agreement
which provides for the acquisition by LTC of 1,000,000 Shares at a
price of $143.50 per Share, which transaction is to close on September
15, 1986 but may close earlier upon the occurrence of certain events
described in the Agreement.
[Amendment No. 6] (c) Since the filing of Amendment No. 5 to
this Schedule 13D through May 30, 1986, Loews has acquired beneficial
ownership of an aggregate of 254,800 Shares as described on Appendix B
hereto.
[Amendment No. 7] (c) Since the filing of Amendment No. 6 to
this Schedule 13D through June 13, 1986, Loews has acquired beneficial
ownership of an aggregate of 449,600 Shares as described on Appendix B
hereto.
[Amendment No. 8] (c) Since the filing of Amendment No. 7 to
this Schedule 13D through July 21, 1986, Loews has acquired beneficial
ownership of an aggregate of 312,600 Shares as described on Appendix B
hereto.
[Amendment No. 9] (c) Since the filing of Amendment No. 8 to
this Schedule 13D through 12:00 noon on August 4, 1986, Loews has
acquired beneficial ownership of an aggregate of 349,600 Shares as
described on Appendix B hereto.
[Amendment No. 10] (c) Since the filing of Amendment No. 9 to
this Schedule 13D through August 11, 1986, Loews has acquired
beneficial ownership of an aggregate of 575,200 Shares as described on
Appendix B hereto.
[Amendment No. 15] (c) Pursuant to the Offer, on February 4,
1991 the Issuer purchased from Loews Holding 2,827,546 Shares of the
5,856,921 Shares which had been tendered by Loews Holding. The
purchase price was $190 per Share.
(d) No person other than Loews has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the Shares beneficially owned by Loews.
[Amendment No. 5] No person other than Loews has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares beneficially owned by Loews,
except that the seller of the 1,000,000 Shares referred to in
paragraph (c)(ii) above has the right to receive or the power to
direct the receipt of dividends paid in respect of such 1,000,000
Shares to holders of record as of a date prior to closing of the
transaction.
Page 12
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer
----------------------------------------
Neither Loews, nor to the best knowledge of Loews, any of the
executive officers and directors of Loews, has any contracts,
arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any securities of
the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
[Amendment No. 5] Reference is made to Item 5(b), 5(c) and 5(d)
(of Amendment No. 5) above and to the form of Agreement attached as
Exhibit 99.01 hereto.
Item 7. Material to be Filed as Exhibits
--------------------------------
None
[Amendment No. 5] (1) Form of Agreement dated as of April 1,
1986 between Loews Trading Corp. and Fisher Brothers Financial and
Development Company II.
SIGNATURE
---------
The undersigned certifies that after reasonable inquiry and to
the best of its knowledge and belief, the information set forth in
this Statement is true, complete and correct.
LOEWS CORPORATION
Dated: July 25, 1994 By: Barry Hirsch
Senior Vice President
and Secretary
Page 13
APPENDIX A
Executive Officers and Directors of Loews
-----------------------------------------
The name and principal occupation or employment of each executive
officer and director of Loews are set forth below. Except as
otherwise noted, the business address of each such person is 667
Madison Avenue, New York, New York 10021. All of the persons
listed below are United States citizens.
Kenneth Abrams
Vice President-Personnel of Loews
One Park Avenue, New York, New York 10016
Charles B. Benenson
Director of Loews; President of Benenson
Realty Company (real estate investments)
708 Third Avenue, New York, New York 10017
John Brademas
Director of Loews; President Emeritus of New
York University, 11 West 42nd Street,
New York, New York 10036
Gary W. Garson
Vice President of Loews
Robert J. Hausman
Vice President of Loews and
Chairman of the Board of the Hotel Division
of Loews
Barry Hirsch
Senior Vice President,
Secretary and General Counsel of Loews
Herbert C. Hofmann
Senior Vice President of Loews
President of Bulova Corporation
John J. Kenny
Treasurer of Loews
One Park Avenue, New York, New York 10016
Guy A. Kwan
Controller of Loews
One Park Avenue, New York, New York 10016
Page 14
APPENDIX A
(continued)
John G. Malino
Vice President-Real Estate of Loews
Bernard Myerson
Director of Loews
711 Fifth Avenue
New York, New York 10022
Edward J. Noha
Director of Loews and Chairman of the Board
of CNA Financial Corporation, CNA Plaza,
Chicago, Illinois 60685
Stuart B. Opotowsky
Vice President-Tax of Loews
One Park Avenue
New York, New York 10016
Richard E. Piluso
Vice President-Internal Audit of Loews
One Park Avenue
New York, New York 10016
Lester Pollack
Director of Loews, Chief Executive Officer of
Centre Partners (investments), a general partner
of Lazard Freres & Co. (investment banking) and
Sr. Managing Director of Corporate Partners
(investment fund), One Rockefeller Plaza,
New York, New York 10020
Roy E. Posner
Senior Vice President and
Chief Financial Officer of Loews
Gloria R. Scott
Director of Loews
President, Bennett College
900 E. Washington Street
Greensboro, North Carolina 27401
Dennis Smith
Vice President-Management
Information Services of Loews
One Park Avenue
New York, New York 10016
Page 15
APPENDIX A
(continued)
Andrew H. Tisch
Director of Loews
Chairman and Chief Executive Officer
of Lorillard Tobacco Company
James S. Tisch
Director of Loews
Executive Vice President of Loews
Jonathan M. Tisch
Director of Loews
Vice President of Loews and Chief Executive
Officer and President of the Hotel Division of
Loews
Laurence A. Tisch
Chairman of the Board of Directors and
Co-Chief Executive Officer of Loews
President and Chief Executive Officer
of CBS Inc.
Preston R. Tisch
Director and President and Co-Chief Executive
Officer of Loews
Page 16
APPENDIX B
Transactions in the Shares During the Past Sixty Days
-----------------------------------------------------
Except as noted below, all of the transactions described below
were effected by Loews on the New York Stock Exchange.
Number of Shares
Date Purchased Price Per Share
---- --------- ---------------
7/3/85 25,000 $120.00
7/5/85 10,000 116.25
7/5/85 10,000 117.00
7/5/85 15,000 116.75
7/8/85 700 115.375
7/8/85 1,100 115.00
7/8/85 4,100 115.875
7/8/85 5,600 115.25
7/8/85 23,200 115.75
7/8/85 40,800 116.00
7/8/85 69,700 115.50
7/9/85 1,000 115.875
7/9/85 5,400 115.75
7/9/85 25,100 115.50
7/9/85 35,000 116.25
7/9/85 51,400 116.00
7/10/85 1,500 115.875
7/10/85 9,500 115.00
7/10/85 11,000 116.25
7/10/85 20,700 115.75
7/10/85 29,700 115.50
7/10/85 40,000 115.25
7/10/85 22,000 115.625
7/10/85 59,800 115.625 (a)
7/10/85 111,400 116.00
7/11/85 2,700 115.875
7/11/85 30,800 116.25
7/11/85 5,000 116.25 (b)
7/11/85 88,300 116.00
7/12/85 10,000 116.125
7/12/85 8,300 116.25
7/15/85 2,500 116.75 (a)
7/15/85 33,300 116.75
7/15/85 27,000 117.00
7/16/85 5,100 116.50
7/16/85 51,500 116.75
Page 17
APPENDIX B
(Continued)
Number of Shares
Date Purchased Price Per Share
---- --------- ---------------
7/16/85 13,000 $116.875
7/16/85 60,300 117.00
7/16/85 11,000 117.25
7/17/85 8,200 117.00
7/17/85 2,500 117.125 (c)
7/17/85 25,000 117.125 (a)
7/17/85 31,800 117.125
7/17/85 5,200 117.25 (a)
7/17/85 66,800 117.25
7/17/85 18,500 117.375 (a)
7/17/85 26,500 117.375
7/17/85 5,100 117.50 (a)
7/17/85 47,500 117.50
7/18/85 35,000 117.75
7/18/85 81,000 118.00
7/22/85 5,500 117.375
7/22/85 252,100 117.50
7/22/85 87,400 117.625
7/22/85 91,800 117.75
7/23/85 400 117.50
7/23/85 37,700 117.625
7/23/85 74,200 117.75
7/23/85 8,400 117.875
7/23/85 113,000 118.00
7/24/85 85,500 117.75
7/24/85 11,000 118.00
7/24/85 1,200 118.00 (c)
7/24/85 5,000 118.25
7/24/85 53,200 118.25 (a)
7/25/85 600 118.375
7/25/85 16,200 118.50
7/25/85 8,100 118.625
7/25/85 27,500 118.75
7/25/85 1,100 118.875
7/25/85 108,700 119.00
7/25/85 9,000 119.00 (a)
7/25/85 5,800 119.125
7/25/85 19,400 119.250
7/25/85 17,200 119.375
7/25/85 154,600 119.50
7/26/85 1,200 118.25
7/26/85 65,500 118.50
7/26/85 2,300 118.625
7/26/85 9,900 118.750
Page 18
APPENDIX B
(Continued)
Number of Shares
Date Purchased Price Per Share
---- --------- ---------------
7/26/85 5,000 $118.875
7/26/85 72,600 119.00
7/26/85 19,000 119.125 (a)
7/26/85 172,000 119.125
7/26/85 55,800 119.250
7/26/85 21,500 119.375
[Amendment No. 1]
7/31/85 4,500 115.50
7/31/85 8,900 115.625
7/31/85 11,600 115.75
8/1/85 (*) 5,000 104.50
8/1/85 3,000 106.00
8/1/85 5,000 106.125
8/1/85 7,000 106.50
8/5/85 8,000 105.50
8/5/85 2,000 105.75
8/5/85 700 105.875
8/5/85 500 106.00
8/6/85 1,000 106.00
8/7/85 5,000 106.25
8/7/85 10,000 106.50
8/8/85 12,700 104.875
8/8/85 14,500 105.00
____________________
* All Shares purchased on or after August 1, 1985 were purchased on a
"When-distributed" basis.
[Amendment No. 2]
9/4/85 (224) 116.25
9/24/85 9,100 111.50
9/24/85 3,500 111.625
9/24/85 1,900 111.75
9/24/85 2,300 112.00
9/24/85 9,500 112.125
9/25/85 2,500 110.50
9/25/85 2,800 110.75
9/25/85 7,000 111.00
9/25/85 2,500 111.25
9/25/85 2,500 111.50
9/26/85 5,000 107.75
Page 19
APPENDIX B
(Continued)
[Amendment No. 2]
(Continued)
Number of Shares
Date Purchased Price Per Share
---- --------- ---------------
9/26/85 5,000 $108.00
9/26/85 19,500 108.25
9/26/85 7,100 108.375
9/26/85 22,500 108.50
9/26/85 2,500 108.75
9/26/85 2,500 109.00
9/26/85 13,000 109.25
9/26/85 78,000 109.50
9/26/85 10,000 109.75
9/26/85 2,500 109.75 (a)
9/26/85 94,000 110.00
[Amendment No. 3]
9/30/85 7,000 107.75
9/30/85 23,200 107.875
9/30/85 40,400 108.00
9/30/85 1,500 108.125
9/30/85 20,000 108.25
9/30/85 22,800 108.375
9/30/85 28,600 108.50
[Amendment No. 4]
10/18/85 5,000 112.00
10/18/85 15,000 112.25
10/18/85 5,000 112.50
10/28/85 4,000 109.00
10/28/85 2,000 109.25
10/28/85 1,000 109.50
10/30/85 5,000 108.00
[Amendment No. 6]
4/23/86 2,500 133.00
4/28/86 1,000 132.00
4/28/86 200 132.125
Page 20
APPENDIX B
(Continued)
[Amendment No. 6]
(Continued)
Number of Shares
Date Purchased Price Per Share
---- ---------------- ---------------
4/28/86 200 $132.25
4/29/86 10,000 132.00
4/29/86 6,900 132.25
4/29/86 500 132.375
4/29/86 2,600 132.50
4/29/86 10,000 132.75
4/29/86 11,900 133.00
4/30/86 5,000 131.00
4/30/86 10,000 131.50
4/30/86 10,000 132.00
4/30/86 10,000 132.125
5/16/86 2,500 133.625
5/16/86 7,600 133.75
5/16/86 2,000 133.875
5/16/86 34,300 134.00
5/16/86 26,500 134.25
5/19/86 3,100 133.625
5/19/86 19,200 133.75
5/19/86 1,000 133.875
5/19/86 14,700 134.00
5/20/86 7,700 133.375
5/20/86 2,000 133.625
5/20/86 7,500 134.00
5/21/86 1,800 133.75
5/21/86 700 133.875
5/21/86 7,000 134.00
5/29/86 5,000 134.00
5/30/86 1,100 134.125
5/30/86 6,700 134.25
5/30/86 23,600 134.375
[Amendment No. 7]
6/3/86 10,000 134.00
6/6/86 25,000 136.25
6/9/86 2,500 133.50
6/9/86 2,500 133.75
6/9/86 21,900 134.00
6/10/86 1,500 133.00
6/10/86 15,100 133.25
6/10/86 7,600 133.50
6/11/86 10,000 133.00
6/12/86 24,500 133.25
Page 21
APPENDIX B
(Continued)
[Amendment No. 7]
(Continued)
Number of Shares
Date Purchased Price Per Share
---- --------- ---------------
6/12/86 98,000 $133.50
6/13/86 3,500 133.00
6/13/86 10,000 133.25
6/13/86 64,500 134.25
6/13/86 100,000 134.50 (a)
6/13/86 23,000 134.50
6/13/86 30,000 134.75
[Amendment No. 8]
6/16/86 23,800 134.00
6/17/86 5,000 133.50
6/17/86 5,000 133.75
7/14/86 4,400 138.25
7/14/86 3,200 138.375
7/14/86 12,400 138.50
7/15/86 8,200 137.00
7/15/86 4,100 137.25
7/15/86 5,700 137.50
7/15/86 1,500 137.75
7/15/86 36,200 138.00
7/15/86 200 138.50
7/16/86 12,300 136.00
7/16/86 4,000 136.25
7/16/86 3,000 136.50
7/16/86 6,700 136.75
7/16/86 300 136.875
7/16/86 2,700 137.00
7/16/86 4,100 137.25
7/16/86 600 137.50
7/17/86 1,000 135.00
7/17/86 4,800 135.25
7/17/86 2,500 135.50
7/17/86 1,000 135.75
7/17/86 22,200 136.00
7/17/86 1,000 136.125
7/17/86 1,800 136.25
7/18/86 17,800 134.25
7/18/86 200 134.50
7/18/86 2,500 134.75
7/18/86 6,500 135.00
7/18/86 6,300 135.25
7/18/86 50,800 135.50
Page 22
APPENDIX B
(Continued)
[Amendment No. 8]
(Continued)
Number of Shares
Date Purchased Price Per Share
---- --------- ---------------
7/18/86 4,000 $135.75
7/18/86 1,500 136.00
7/18/86 1,500 136.125
7/21/86 7,000 134.50
7/21/86 2,000 134.625
7/21/86 5,300 134.75
7/21/86 10,500 135.00
7/21/86 19,000 135.25
[Amendment No. 9]
7/22/86 31,000 135.00
7/28/86 15,000 137.125
7/28/86 5,700 137.25
7/28/86 4,100 137.375
7/28/86 4,200 137.50
7/29/86 43,000 137.25 (d)
7/29/86 1,100 137.25
7/31/86 132,300 127.00
8/1/86 21,200 126.25
8/1/86 500 126.50
8/1/86 9,800 127.00
8/1/86 4,000 127.50
8/1/86 50,000 128.50
8/4/86 3,300 129.00
8/4/86 2,400 128.75
8/4/86 19,300 128.625
8/4/86 2,200 128.50
8/4/86 500 128.25
[Amendment No. 10]
8/4/86 2,200 127.625
8/4/86 900 127.75
8/4/86 1,600 128.00
8/4/86 2,600 128.25
8/4/86 200 128.375
8/4/86 9,400 128.50
8/4/86 500 128.625
8/4/86 2,500 128.75
8/6/86 2,800 129.50
Page 23
APPENDIX B
(Continued)
[Amendment No. 10]
(Continued)
Number of Shares
Date Purchased Price Per Share
---- --------- ---------------
8/6/86 1,500 $129.75
8/6/86 1,000 130.00
8/11/86 550,000 135.00
_____________________
(a) Transactions effected on the Midwest Stock Exchange.
(b) Transactions effected on the Boston Stock Exchange.
(c) Transactions effected on the Pacific Stock Exchange.
(d) Transactions effected on the over-the-counter market.
Page 24
[Amendment No. 5]
EXHIBIT 99.01
FORM OF
AGREEMENT TO SELL SHARES ON
SEPTEMBER 15, 1986
---------------------------
This Agreement is made as of the 1st day of April, 1986 between
Loews Trading Corp. ("Loews") and Fisher Brothers Financial and
Development Company II ("Fisher").
WHEREAS, Fisher is the owner of 1,000,000 shares (the "Shares")
of common stock, par value $2.50 per share, of CBS, Inc. ("CBS") that
Fisher desires to sell to Loews on September 15, 1986; and
WHEREAS, Loews desires to purchase the Shares;
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchase and Sale; Closing. Subject to the terms and conditions
--------------------------
of this Agreement, Fisher hereby agrees to sell the Shares to Loews
and Loews hereby agrees to buy the Shares from Fisher, at a price of
$143.50 per Share. The closing of such purchase and sale (the
"Closing") shall take place at 10:00 A.M., local time, on September
15, 1986, or such earlier date of which Fisher gives Loews five days'
prior written notice, at Loews Corporation, 666 Fifth Avenue, New
York, New York. At the Closing, Fisher will deliver to Loews a
certificate or certificates representing all the Shares, with stock
transfer tax stamps affixed, duly endorsed for transfer or with stock
powers duly executed in blank attached, in good form for delivery, and
Loews will deliver to Fisher, in payment for the Shares, either (a)
the amount of $143,500,000 in federal funds, or (b) at the option of
Fisher on written notice to Loews given no later than five days prior
to the Closing or the business day following the day on which Fisher
receives notice from Loews of its intention to accelerate the date of
Closing as provided in Section 2 of this Agreement, a promissory note
(the "Note") of Loews, in the amount of $143,500,000. The Note shall
be payable on January 2, 1987 and shall bear interest payable at
maturity at a rate equal to the yield on three-month treasury bills
prevailing at the close of business on the business day preceding the
date of the Closing. The Note shall either (a) be guaranteed as to
payment by Loews Corporation on terms reasonably satisfactory to
Fisher or (b) to the extent the same can be obtained with the exercise
of reasonable efforts on the part of Loews, be secured by an
irrevocable stand-by letter of credit having a face amount equal to
the principal amount of the Note plus the amount of interest payable
thereon at maturity issued by a bank and on terms reasonably
Page 25
satisfactory to Fisher. The cost of obtaining such letter of credit
shall be borne by Fisher.
2. Acceleration of Closing. If a tender or exchange offer for
-----------------------
shares of common stock of CBS is commenced by any person or entity
other than Loews or any of its affiliates and Loews advises Fisher in
good faith of the intention of Loews and its affiliates to tender at
least 80% of the CBS shares owned beneficially by them, or if CBS is
to consummate a merger, consolidation, liquidation, reclassification
or similar transaction in which shares of its common stock will be
changed or exchanged for cash or debt or any combination thereof, the
date of the Closing shall then be accelerated to the date determined
by Loews in good faith to be the latest date reasonably practical to
allow it sufficient time after the Closing to tender the Shares prior
to the expiration of the proration period for the tender or exchange
offer or, in the case of any such other transaction, to allow Loews to
participate in such transaction in respect of the Shares. It shall be
a condition to such a Closing that, substantially concurrently with
the Closing, Loews shall tender the Shares and that Loews and its
affiliates shall tender at least 80% of the other shares of common
stock of CBS then owned by them, or, in the case of any such other
transaction, take such other action as may be necessary to enable
Loews and its affiliates to participate in such transaction in respect
of the Shares and all such other shares. If the transaction is an
exchange of stock for stock or comparable instrument other than debt,
Fisher shall consummate such exchange and the new instrument shall be
deemed to be the Shares hereunder. For purposes hereof, CBS shall not
be deemed to be an affiliate of Loews or any of Loews' affiliates.
3. Representations of Fisher. Fisher hereby represents and
-------------------------
warrants to Loews as follows:
(a) Fisher is duly authorized to execute, deliver and perform
this Agreement and this Agreement is a valid and binding agreement of
Fisher enforceable against it in accordance with the terms hereof.
(b) Fisher has now and will have at all times prior to the
Closing good and valid title to the Shares, free and clear of any and
all claims, liens, pledges, charges, encumbrances and security
interests. Fisher has full power and authority to sell, transfer,
assign and deliver the Shares to Loews and, upon delivery by Fisher to
Loews of the certificate or certificates representing the Shares as
contemplated by Section 1 of this Agreement, Fisher will have
transferred to Loews good and valid title to the Shares, free and
clear of any and all claims, liens, pledges, charges, encumbrances and
security interests.
4. Representations of Purchaser. Loews hereby represents and
----------------------------
warrants to Fisher that Loews is duly authorized to execute, deliver
and perform this Agreement and this Agreement is a valid and binding
Page 26
agreement of Loews enforceable against it in accordance with the terms
hereof. Delivery of the Note shall be deemed to be a representation by
Loews that the Note is a valid and binding obligation of Loews
enforceable against Loews in accordance with the terms thereof.
5. Adjustment for Stock Splits, Etc. Notwithstanding any other
--------------------------------
provision in this Agreement to the contrary, in the event of any stock
split, reclassification, recapitalization or other extraordinary
transaction with respect to the Shares, the securities subject to this
Agreement and the purchase price hereunder shall be appropriately
adjusted to reflect such transaction.
6. Survival. The representations and warranties made herein by
--------
Fisher and Loews shall survive the purchase and sale of the Shares
pursuant to this Agreement.
7. Rights of Fisher Prior to Closing. Prior to the Closing
---------------------------------
(i.,e., September 15, 1986 or such earlier date to which the Closing
is accelerated under Section 1 or 2 hereof), Fisher shall retain all
rights and incidents of ownership with respect to the Shares.
8. Miscellaneous. This Agreement may be executed in two or more
-------------
counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same agreement. This
Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York. Fisher and Loews agree that any breach
of this Agreement by one party would result in irreparable harm for
which the other party would not have an adequate remedy at law and
that Fisher and Loews shall each be entitled to injunctive and other
equitable relief to enforce specifically the terms and provisions
hereof, in addition to any other rights or remedies available to
Fisher or Loews. This Agreement may be amended only upon execution and
delivery of a written agreement executed by the parties hereto. The
section headings herein are for convenience of reference only and do
not constitute part of this Agreement.
9. Notices. All notices and other communications provided for
-------
hereunder shall be in writing and mailed or telegraphed or delivered
by hand, if to Loews, at its address at 666 Fifth Avenue, New York,
New York 10103, Attention: Barry Hirsch; and if to Fisher, at its
address at 299 Park Avenue, New York, New York 10017, Attention:
Richard L. Fisher; or, as to each party, at such other address as
shall be designated by such party in a written notice to the other
parties. All such notices and communications shall, when mailed, be
effective when deposited in the mails, addressed as aforesaid, or
delivered to the telegraph company or delivered by hand.
IN WITNESS WHEREOF, this Agreement has been duly executed and
Page 27
delivered by a duly authorized officer of Fisher and a duly authorized
officer of Loews as of the day and year first above written.
LOEWS TRADING CORP.
By:
-------------------------
FISHER BROTHERS FINANCIAL AND
DEVELOPMENT COMPANY II
By:
-------------------------
By:
-------------------------
The undersigned, Loews Corporation, guarantees payment of all
monetary obligations and performance of all other obligations of Loews
under the preceding agreement.
LOEWS CORPORATION
By:
-------------------------
Page 28
April 14, 1986
Salomon Brothers Inc
One New York Plaza
New York, New York 10004
Re: Agreement to Sell 1,000,000 Shares of
CBS Inc. on September 15, 1986 by Fisher
Brothers Financial and Development
Company II to Loews Trading Corp.
----------------------------------------
Dear Sirs:
The undersigned hereby advise you that they have made
arrangements between themselves for the sale of 1,000,000 shares of
common stock of CBS Inc. on September 15, 1986 and, accordingly,
release you from any further obligation you may have, if any, with
respect to such transaction.
Very truly yours,
LOEWS CORPORATION
By:
--------------------------
FISHER BROTHERS FINANCIAL AND
DEVELOPMENT COMPANY II
By:
--------------------------
By:
--------------------------
Page 29
[Amendment No. 11]
EXHIBIT 99.02
CBS Inc. Contact: Anne Luzzatto
51 West 52 Street (212) 975-5945
New York, New York 10019 (212) 975-5100
September 10, 1986
The Board of Directors of CBS Inc. announced today that it had,
with great reluctance, accepted the resignation of Thomas H. Wyman as
Chairman, President and Chief Executive Officer. The Board thanked Mr.
Wyman for his extraordinary services and contribution to CBS during
the past six years.
The Board appointed a new Management Committee of the Board to
serve until a new Chairman and Chief Executive Officer is selected.
Mr. Laurence Tisch, a Director, was appointed Chairman of the newly
formed committee and acting Chief Executive Officer. The other members
of this new committee are Mr. William S. Paley, Mr. Michael Bergerac,
Dr. Harold Brown and Mr. James Wolfensohn. As Founder Chairman, Mr.
Paley will serve as acting Chairman of the Board during the transition
period.
In addition, the Board appointed a Search Committee to seek out a
new Chairman and Chief Executive Officer. Membership on this committee
will include the previously mentioned Management Committee of the
Board plus Mr. James Houghton and Mr. Franklin Thomas. Dr. Brown will
act as Chairman. Persons both inside and outside CBS will be
considered. It is hoped that a new Chairman and Chief Executive
Officer will be selected in the next few months.
Attached are statements from Mr. Paley and Mr. Tisch.
Laurence Tisch said:
I will hold office only during the brief transition period until
we select a new chief executive officer.
I intend to maintain the traditions and spirit of the Company as
established and nurtured by William S. Paley. I am fortunate to have
Bill as my partner and mentor in this task, and I note with pleasure
that Bill has been willing to return as acting Chairman, and to serve
with me as a member of the new committees that were created today.
William S. Paley, Founder Chairman and Chairman of the Executive
Page 30
Committee said:
As founder of the Company, I am delighted that Laurence Tisch
will serve as acting Chief Executive Officer during this brief
transition period. Larry has not only proven his extraordinary ability
as a businessman and leader in the success of his own company Loews,
but most important, he shares the values and principles which have
guided CBS throughout the period of its growth. I respect and admire
him and look forward to working with him.
Page 31
[Amendment No. 13]
EXHIBIT 99.03
CBS Inc. Contact: Anne Luzzatto
51 West 52 Street (212) 975-5945
New York, New York 10019 (212) 975-4321
(212) 975-4321
January 14, 1987
WILLIAM S. PALEY AND LAURENCE A. TISCH
NAMED TO TOP POSTS AT CBS
The Board of Directors of CBS Inc. today unanimously elected
William S. Paley as Chairman and Laurence A. Tisch as President and
Chief Executive Officer. With this action, the Search and Management
Committees of the Board, established in September 1986, have completed
their functions.
Commenting on today's action, Mr. Paley said: "All of us on the
Board have been impressed over the last few months by Larry Tisch's
commitment to CBS and its values and by his grasp of the strategic and
operating issues confronting our Company. We are pleased that he has
accepted the Board's invitation to serve as President and Chief
Executive Officer. I plan to continue working closely with CBS
programming staffs on the creativity and quality of our offerings."
Mr. Tisch said: "Although I had been asked and had intended to
serve as Chief Executive Officer of CBS only for a brief transition
period, I have become increasingly impressed over the last four months
with the strengths and potential of this great Company and of its
people. I look forward to continuing to work with Bill Paley and the
Board to build upon the traditions and spirit which have guided CBS
over the last 60 years."
Page 32
[Amendment No. 14]
EXHIBIT 99.04
CBS Inc. Contact: George Schweitzer
51 West 52 Street (212) 975-8635
New York, New York 10019
(212) 975-4321 Ann Morfogen
(212) 975-8088
December 12, 1990
CBS ANNOUNCES $2 BILLION CASH TENDER OFFER FOR
ITS COMMON STOCK AT A PRICE OF $190 PER COMMON SHARE
CBS announced today an offer to purchase up to 10,526,000 shares
of the Company's Common Stock for cash at a price of $190 per common
share. This represents an aggregate share repurchase of $2 billion.
The tender offer is expected to commence in the next several days and
will be scheduled to expire on January 21, 1991.
If fully subscribed, the relative percentage of CBS Common Stock
owned by the Loews Corporation, the Paley Estate and other
shareholders would not change as a result of the tender. The Loews
Corporation and the Estate of William S. Paley have advised the
Company of their intention to tender all of the shares under their
control. The Loews Corporation owns approximately 5.8 million shares
of CBS Common Stock, while the Paley Estate controls approximately 1.3
million shares of CBS Common Stock.
Commenting on the Offer to Purchase CBS President and Chief
Executive Officer Laurence A. Tisch said, "The CBS Board of Directors
has concluded that a repurchase of CBS Common Stock is the best use
for a substantial portion of its cash and marketable securities. This
offer will provide CBS shareholders with the opportunity to receive a
premium over recent market prices of CBS shares for a significant
portion of their shares while retaining a substantial equity
investment in the Company."
"At the conclusion of the transaction CBS will continue to hold
cash and marketable securities of approximately $800,000,000. It will
remain fully capable of funding its current operations and continue to
be flexible with respect to the acquisition of additional broadcast
properties when suitable opportunities arise."
Page 33
Further Background and Information
----------------------------------
1. With respect to the Estate of William S. Paley, CBS said that
representatives of the estate had initiated discussions with the
Company regarding the estate's desire to sell shares to fund estate
tax obligations, and, as noted above, the estate has informed CBS it
intends to tender all shares that they control.
The estate of Mr. Paley, which has a pre-existing option to
require the Company to purchase 374,247 shares at $150 per share, has
agreed that it will relinquish such option if shares are sold pursuant
to or during the offer.
2. During the first quarter of 1991, following consummation of the
Offer, the Company's Board of Directors will consider the Company's
dividend policy in light of the Company's capitalization, its
anticipated results from operations and its requirements for working
capital and other cash needs. In light of the repurchase of shares and
the outlook for 1991, the Board of Directors expects to reduce the
Common Stock quarterly dividend rate below the current level of $1.10
per share.
3. In connection with the tender offer, the Company also released a
discussion of recent developments relating to the Company which is
Attachment A hereto. That discussion included additional financial
information regarding its anticipated operating results for the fourth
quarter of 1990 and for the year 1991, including disclosure of the
Company's 1990 after-tax operating loss of $55 million from its
coverage of Major League Baseball, and of a further after-tax
provision of $115 million for anticipated losses over the remaining
term of the Major League Baseball contract.
4. The Offer is not conditioned upon any minimum number of shares
being tendered. The Offer is, however, subject to certain conditions
including that the Loews Corporation tenders all its shares. If more
than 10,526,000 shares are properly tendered and not withdrawn, shares
tendered other than by qualifying odd-lot owners beneficially owning
less than 25 shares will be subject to proration.
5. The Offer, proration period and withdrawal rights will expire at
5:00 p.m., New York City time, on Monday, January 21, 1991, unless the
Offer is extended.
6. CBS anticipates using cash and marketable securities currently
held in the Company's portfolio to finance the transaction.
7. Salomon Brothers Inc is acting as financial advisor to the
Company in connection with the Offer.
Page 34
Attachment A to CBS Tender Announcement
---------------------------------------
Discussion of Recent Developments
---------------------------------
The Company expects to report a loss from continuing operations in the
fourth quarter of 1990 compared with earnings of $60.1 million or
$2.33 per share in the comparable period in 1989. The fourth quarter
1990 results include a loss for coverage of Major League Baseball of
approximately $55 million after-tax. Currently, the Company
anticipates incurring additional losses in covering Major League
Baseball in the remaining three years of its contract. Therefore, the
Company will reduce its fourth quarter results by $115 million after-
tax to adjust the Major League Baseball contract to its estimated
current net realizable value over the remaining life.
The predicted operating loss in the fourth quarter of 1990 is
primarily due to losses that will be sustained by the CBS Television
Network. CBS's fourth quarter loss is attributable to the following
factors: (i) the $55 million after-tax loss relating to the coverage
of Major League Baseball as well as the after-tax provision of $115
million for future losses; (ii) generally lower than anticipated
demand for Television Network advertising as a result of the downturn
in the national economy; (iii) increased costs sustained by the News
Division primarily due to coverage of the current Middle East crisis,
and (iv) reduced demand for television station and radio advertising.
In 1988, the Company sold its Records Group to Sony Corporation. The
estimated proceeds of this sale were subject to adjustment pursuant to
net asset audit and contractual procedures. During the fourth quarter
certain items were resolved in arbitration. While the exact amount of
the adjustment remains to be determined, the Company anticipates that
it may report an additional gain on disposal of discontinued
operations in 1990.
For 1991, CBS's earnings from continuing operations are currently
expected to increase in comparison to the prior year, due to the
absence in 1991 of the losses relating to Major League Baseball as
described above. Absent the provision for losses in 1990 related to
the Major League Baseball contract, CBS's earnings from continuing
operations in 1991, would, as reported on November 19, 1990, decline
from those of the prior year as the consequence of both the worsening
economic climate for advertising and rising costs for entertainment
programming and sports rights fees (other than baseball) for
continuing contracts. Moreover, the first six months of 1990 included
the profitable coverage of the NFL Super Bowl and NBA playoffs and
championship. CBS will not present these sporting events in 1991,
resulting in unfavorable earnings comparison to 1990. The CBS
Television Network is currently expected to show an operating loss in
1991.
Based on CBS's current budget for 1991 net income, the Company expects
Page 35
that the repurchase of shares upon completion of the Offer will have a
dilutive impact on the calculation of earnings per share. This results
from the loss of investment income from the $2 billion being used to
consummate the Offer which, together with the reduced earnings for the
Company, will outweigh the effect of having fewer outstanding shares
in 1991 following the Offer.
The Company is attempting to mitigate the projected losses at the
Television Network, in both the fourth quarter of 1990 and fiscal
1991, by wherever possible reducing its operating costs and enhancing
productivity. In this regard, the Company has been implementing
reductions in personnel levels, both by attrition and otherwise, and,
effective January 1, 1991, will implement a previously announced
reduction in the amount of annual compensation the Company pays its
affiliated stations. In addition to these actions, the Company is
committed to providing the viewing public with the most appealing
television programming possible in order to improve its national
ratings and thereby generate increased advertising sales. Furthermore,
the Company is continuing to seek regulatory relief from laws and
regulations restricting its operations. In today's marketplace, these
laws and regulations hinder the Company's ability to compete both with
cable television and with the major Hollywood studios, of which a
majority (4 of 7) are now, or shortly will be, foreign owned. There
can be no assurances that (i) the Company's anticipated future losses
from network operations will not exceed current expectations, (ii) the
Company will be successful in its attempts to reduce its costs or
improve its productivity, or (iii) the Company will obtain meaningful
regulatory relief.
Page 36