View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 21)
--
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)
August 1, 1995
- --------------------------------------------------------------------------------
(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-l(b)(3) or (4), check the following box .
----
Check the following box if a fee is being paid with the statement .
----
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/A
- --------------------------------------------------------------------------------
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 10,987,285
SHARES ------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10,987,285
WITH ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,987,285
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
Page 2
This Amendment No. 21 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
Holdings").
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
------------------------------------------------------
On August 1, 1995 Loews Holdings entered into an agreement (the "Voting
Agreement") (incorporated herein by reference to Exhibit 99.01 filed herewith)
with Westinghouse Electric Corporation ("WEC") pursuant to which Loews Holdings
agreed to vote all Shares of Common Stock of the Issuer held of record or
beneficially owned by it in favor of the proposed merger ("Merger") of a
subsidiary of WEC (the "Subsidiary") into the Issuer pursuant to the Agreement
and Plan of Merger dated August 1, 1995 (the "Merger Agreement") between WEC,
the Subsidiary and the Issuer (or if WEC exercises its right under the Merger
Agreement to commence a cash tender offer for the Issuer's Shares, to tender its
Shares pursuant thereto). The Voting Agreement provides that if the Merger
Agreement is terminated or if the Board of Directors of the Issuer withdraws its
recommendation of the Merger Agreement and the Merger, Loews Holdings will have
no further obligations under the Voting Agreement.
Item 7. Material To Be Filed as Exhibits
--------------------------------
Exhibit 99.01 - Voting Agreement dated August 1, 1995 between L.T. Holding
Corp. and Westinghouse Electric Corporation.
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
-----------------
(Registrant)
Dated: August 3, 1995 By: /s/ Guy A. Kwan
---------------
Guy A. Kwan
Controller
Page 3
EXHIBIT 99.01
L.T. HOLDING CORP.
1013 CENTRE ROAD
SUITE 350
WILMINGTON, DELAWARE 19805
August 1, 1995
Westinghouse Electric Corporation
11 Stanwix Street
Pittsburgh, PA 15222
Gentlemen:
As an inducement and a condition to your execution of the Agreement
and Plan of Merger (the "Merger Agreement"), of even date herewith, among
Westinghouse Electric Corporation, a Pennsylvania corporation ("Parent"), Group
W Acquisition Corp., a New York corporation and an indirect wholly-owned
subsidiary of Parent ("Sub"), and CBS Inc., a New York corporation (the
"Company"), under which Sub will be merged (the "Merger") with and into the
Company, L.T. Holding Corp., a Delaware corporation ("Shareholder") hereby
agrees, subject to the last paragraph hereof, as follows:
1. Shareholder shall vote, and cause to be voted, all shares of
common stock of the Company (the "Company Shares") set forth opposite
Shareholder's name on Schedule A hereto and all other Company Shares held of
record or beneficially owned by Shareholder, whether issued, or hereafter
acquired (collectively, the "Shares") in favor of the Merger. Moreover, in the
event Parent elects to exercise its rights under the Merger Agreement to
commence a cash tender offer (the "Tender Offer") for the Company Shares,
Shareholder shall tender all Shares in the Tender Offer and shall not withdraw
any of the Shares tendered pursuant to the Tender Offer.
2. Shareholder shall not (a) sell, transfer, pledge, encumber, assign
or otherwise dispose of, or enter into any contract, option or other agreement
or understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any Shares (including, without limitation,
exercising any registration rights of Shareholder with respect to the Shares) or
(b) grant any proxies, deposit any Shares into a voting trust or enter into a
voting agreement with respect to any Shares.
Page 4
Notwithstanding anything to the contrary contained herein, if the
Merger Agreement is terminated or if the Board of Directors of the Company
withdraws its recommendation of the Merger Agreement and the Merger, Shareholder
will have no further obligations under this letter agreement.
Very truly yours,
L.T. HOLDING CORP.
By: /s/ Daniel R. Butler
------------------------
Name: Daniel R. Butler
Title: Secretary
Accepted and Agreed to this
2nd day of August, 1995.
WESTINGHOUSE ELECTRIC CORPORATION
By: /s/ Michael Jordan
--------------------
Name: Michael Jordan
Title:
Page 5
SCHEDULE A
Name and Address of Shareholder Number of Shares
- ------------------------------- ----------------
L.T. Holding Corp. 10,987,285
1013 Centre Road
Suite 350
Wilmington, DE 19805
Page 6