CBS » Topics » Other Matters

This excerpt taken from the CBS 8-K filed Feb 18, 2009.

Other Matters

On December 15, 2008, the Company announced that it entered into an agreement with Clear Channel Communications, Inc. to swap five of its mid-size market radio stations in Baltimore, Portland, Sacramento and Seattle, for two radio stations in Houston, a top 10 radio market.  In addition, on December 22, 2008, the Company signed an agreement with Wilks Broadcasting to sell three of its radio stations in Denver for $19.5 million.  During the fourth quarter of 2008, the Company recorded a pre-tax non-cash impairment charge of $62.0 million to reduce the carrying value of goodwill and intangible assets in connection with these radio sales.

 

 

This excerpt taken from the CBS 8-K filed Feb 18, 2009.

Other Matters

On December 15, 2008, the Company announced that it entered into an agreement with Clear Channel Communications, Inc. to swap five of its mid-size market radio stations in Baltimore, Portland, Sacramento and Seattle, for two radio stations in Houston, a top 10 radio market.  In addition, on December 22, 2008, the Company signed an agreement with Wilks Broadcasting to sell three of its radio stations in Denver for $19.5 million.  During the fourth quarter of 2008, the Company recorded a pre-tax non-cash impairment charge of $62.0 million to reduce the carrying value of goodwill and intangible assets in connection with these radio sales.

 

 

This excerpt taken from the CBS 8-K filed Apr 29, 2008.

Other Matters

 

The Company also announced today that its Board of Directors authorized an increase to the quarterly dividend of 8% from $.25 to $.27 per share. The dividend is payable on July 1, 2008 to stockholders of record as of June 3, 2008.

 

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This excerpt taken from the CBS 8-K filed Jul 31, 2007.

Other Matters

On March 6, 2007, the Company repurchased approximately 47.3 million shares of CBS Corp. Class B Common Stock for $1.4 billion, subject to adjustment, through an accelerated share repurchase transaction.  On April 16, 2007, the Company completed the exchange agreement with Liberty Media Corporation under which CBS Corp. repurchased 7.6 million shares of its Class B Common Stock held by Liberty Media Corporation in exchange for the stock of a subsidiary which held CBS Corp.’s Green Bay television station, and $169.8 million in cash.

On May 23, 2007, the Company’s Board of Directors declared a quarterly cash dividend of $.22 per share to stockholders of record at the close of business on June 4, 2007, and approximately $158 million was paid to these stockholders on July 1, 2007.

This excerpt taken from the CBS 8-K filed Jul 31, 2007.

Other Matters

On March 6, 2007, the Company repurchased approximately 47.3 million shares of CBS Corp. Class B Common Stock for $1.4 billion, subject to adjustment, through an accelerated share repurchase transaction.  On April 16, 2007, the Company completed the exchange agreement with Liberty Media Corporation under which CBS Corp. repurchased 7.6 million shares of its Class B Common Stock held by Liberty Media Corporation in exchange for the stock of a subsidiary which held CBS Corp.’s Green Bay television station, and $169.8 million in cash.

On May 23, 2007, the Company’s Board of Directors declared a quarterly cash dividend of $.22 per share to stockholders of record at the close of business on June 4, 2007, and approximately $158 million was paid to these stockholders on July 1, 2007.

This excerpt taken from the CBS 8-K filed May 3, 2007.

Other Matters

On March 27, 2007, the Company issued $700 million of 6.75% senior notes due 2056.  On May 1, 2007, the Company redeemed, at maturity, all of its outstanding 5.625% senior notes for $700 million.

On March 6, 2007, the Company repurchased approximately 47.3 million shares of CBS Corp. Class B Common Stock for $1.4 billion, subject to adjustment, through an accelerated share repurchase transaction. On April 16, 2007, the Company completed the exchange agreement with Liberty Media Corporation under which CBS Corp. repurchased 7.6 million shares of its Class B Common Stock held by Liberty Media Corporation in exchange for the stock of a subsidiary which held CBS Corp.’s Green Bay television station, and $169.8 million in cash.

On February 27, 2007, the Company’s Board of Directors increased the quarterly cash dividend by 10% from $.20 to $.22 per share and approximately $159 million was paid to stockholders on April 1, 2007.

This excerpt taken from the CBS 8-K filed May 3, 2007.

Other Matters

On March 27, 2007, the Company issued $700 million of 6.75% senior notes due 2056.  On May 1, 2007, the Company redeemed, at maturity, all of its outstanding 5.625% senior notes for $700 million.

On March 6, 2007, the Company repurchased approximately 47.3 million shares of CBS Corp. Class B Common Stock for $1.4 billion, subject to adjustment, through an accelerated share repurchase transaction. On April 16, 2007, the Company completed the exchange agreement with Liberty Media Corporation under which CBS Corp. repurchased 7.6 million shares of its Class B Common Stock held by Liberty Media Corporation in exchange for the stock of a subsidiary which held CBS Corp.’s Green Bay television station, and $169.8 million in cash.

On February 27, 2007, the Company’s Board of Directors increased the quarterly cash dividend by 10% from $.20 to $.22 per share and approximately $159 million was paid to stockholders on April 1, 2007.

This excerpt taken from the CBS DEF 14A filed Apr 13, 2007.

OTHER MATTERS

The Company has been notified that a stockholder intends to present a proposal with respect to certain practices at one of our subsidiaries, Simon & Schuster. The stockholder’s proposal has been excluded from this proxy statement in accordance with Rule 14a-8 under the Exchange Act and, as a result, the proxy holders will vote on the matter in their discretion. If the proposal is presented, the proxy holders intend to vote against the proposal. In addition, National Amusements, whose shares will be voted in person by Sumner M. Redstone if the proposal is presented, intends to vote its approximate 76% of the Company’s outstanding Class A Common Stock against the proposal. If any other matter properly comes before the Annual Meeting, the proxy holders will vote on that matter in their discretion.

This excerpt taken from the CBS 8-K filed Feb 27, 2007.

Other Matters

During 2006, in connection with the separation agreement between CBS Corporation and Viacom Inc., Viacom Inc. paid to the Company the net undisputed amount of the special dividend adjustment of $172 million.  In January 2007, CBS Corporation and Viacom Inc. resolved the remaining disputed items relating to the special dividend, resulting in an additional $170 million payment to the Company from Viacom Inc., for an aggregate adjustment to the special dividend of $342 million.




11

 

This excerpt taken from the CBS 8-K filed Feb 27, 2007.

Other Matters

During 2006, in connection with the separation agreement between CBS Corporation and Viacom Inc., Viacom Inc. paid to the Company the net undisputed amount of the special dividend adjustment of $172 million.  In January 2007, CBS Corporation and Viacom Inc. resolved the remaining disputed items relating to the special dividend, resulting in an additional $170 million payment to the Company from Viacom Inc., for an aggregate adjustment to the special dividend of $342 million.




11

 

This excerpt taken from the CBS 8-K filed Nov 2, 2006.

Other Matters

On August 14, 2006, the Company’s Board of Directors declared a quarterly cash dividend of $.20 per share to stockholders of record at the close of business on August 31, 2006, and approximately $153 million was paid to these stockholders on October 1, 2006.

 

 

 

 

 

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company with constituent parts that reach back to the beginnings of the broadcast industry, as well as newer businesses that operate on the leading edge of the media industry. The Company, through its many and varied operations, combines broad reach with well-positioned local businesses, all of which provide it with an extensive distribution network by which it serves audiences and advertisers in all 50 states and key international markets. It has operations in virtually every field of media and entertainment, including broadcast television (CBS and The CW – a joint venture between CBS Corporation and Warner Bros. Entertainment), cable television (Showtime and CSTV Networks), local television (CBS Television Stations), television production and syndication (CBS Paramount Network Television and CBS Television Distribution Group), radio (CBS Radio), advertising on out-of-home media (CBS Outdoor), publishing (Simon & Schuster), digital media (CBS Digital Media Group and CSTV Networks) and consumer products (CBS Consumer Products). For more information, log on to www.cbscorporation.com.




9

 

This excerpt taken from the CBS 8-K filed Nov 2, 2006.

Other Matters

On August 14, 2006, the Company’s Board of Directors declared a quarterly cash dividend of $.20 per share to stockholders of record at the close of business on August 31, 2006, and approximately $153 million was paid to these stockholders on October 1, 2006.

 

 

 

 

 

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company with constituent parts that reach back to the beginnings of the broadcast industry, as well as newer businesses that operate on the leading edge of the media industry. The Company, through its many and varied operations, combines broad reach with well-positioned local businesses, all of which provide it with an extensive distribution network by which it serves audiences and advertisers in all 50 states and key international markets. It has operations in virtually every field of media and entertainment, including broadcast television (CBS and The CW – a joint venture between CBS Corporation and Warner Bros. Entertainment), cable television (Showtime and CSTV Networks), local television (CBS Television Stations), television production and syndication (CBS Paramount Network Television and CBS Television Distribution Group), radio (CBS Radio), advertising on out-of-home media (CBS Outdoor), publishing (Simon & Schuster), digital media (CBS Digital Media Group and CSTV Networks) and consumer products (CBS Consumer Products). For more information, log on to www.cbscorporation.com.




9

 

This excerpt taken from the CBS 8-K filed Aug 3, 2006.

Other Matters

On May 25, 2006, the Company’s Board of Directors declared a quarterly cash dividend of $.18 per share to stockholders of record at the close of business on June 5, 2006, and approximately $139 million was paid to these stockholders on July 1, 2006.

On June 1, 2006, the Company completed its Voluntary Exchange Offer (the “VEO”), which gave eligible employees the opportunity to exchange stock options for restricted shares or restricted share units (“RSUs”) of Class B Common Stock of the Company.  As a result of the VEO, options to purchase 63.7 million shares of CBS Corporation Class B Common Stock, with an average strike price of $34.05, were exchanged for 7.1 million restricted shares and .1 million RSUs.

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company with constituent parts that reach back to the beginnings of the broadcast industry, as well as newer businesses that operate on the leading edge of the media industry. The Company, through its many and varied operations, combines broad reach with well-positioned local businesses, all of which provide it with an extensive distribution network by which it serves audiences and advertisers in all 50 states and key international markets. It has operations in virtually every field of media and entertainment, including broadcast television (CBS and UPN), cable television (Showtime and CSTV Networks), local television (CBS Television Stations), television production and syndication (CBS Paramount Television and King World), radio (CBS Radio), advertising on out-of-home media (CBS Outdoor), publishing (Simon & Schuster), digital media (CBS Digital Media Group and CSTV Networks) and consumer products (CBS Consumer Products). In Fall 2006, UPN will cease operations and The CW, a new fifth broadcast television network, will launch as a joint venture between CBS Corporation and Warner Bros. Entertainment. For more information, log on to www.cbscorporation.com.

 

7




This excerpt taken from the CBS 8-K filed Aug 3, 2006.

Other Matters

On May 25, 2006, the Company’s Board of Directors declared a quarterly cash dividend of $.18 per share to stockholders of record at the close of business on June 5, 2006, and approximately $139 million was paid to these stockholders on July 1, 2006.

On June 1, 2006, the Company completed its Voluntary Exchange Offer (the “VEO”), which gave eligible employees the opportunity to exchange stock options for restricted shares or restricted share units (“RSUs”) of Class B Common Stock of the Company.  As a result of the VEO, options to purchase 63.7 million shares of CBS Corporation Class B Common Stock, with an average strike price of $34.05, were exchanged for 7.1 million restricted shares and .1 million RSUs.

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company with constituent parts that reach back to the beginnings of the broadcast industry, as well as newer businesses that operate on the leading edge of the media industry. The Company, through its many and varied operations, combines broad reach with well-positioned local businesses, all of which provide it with an extensive distribution network by which it serves audiences and advertisers in all 50 states and key international markets. It has operations in virtually every field of media and entertainment, including broadcast television (CBS and UPN), cable television (Showtime and CSTV Networks), local television (CBS Television Stations), television production and syndication (CBS Paramount Television and King World), radio (CBS Radio), advertising on out-of-home media (CBS Outdoor), publishing (Simon & Schuster), digital media (CBS Digital Media Group and CSTV Networks) and consumer products (CBS Consumer Products). In Fall 2006, UPN will cease operations and The CW, a new fifth broadcast television network, will launch as a joint venture between CBS Corporation and Warner Bros. Entertainment. For more information, log on to www.cbscorporation.com.

 

7




This excerpt taken from the CBS 8-K filed Apr 26, 2006.

Other Matters

 

On January 25, 2006, the Company’s Board of Directors declared a quarterly cash dividend of $.16 per share to stockholders of record at the close of business on February 28, 2006, and approximately $122 million was paid to these stockholders on April 1, 2006.

 

 


 

6

 

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company with constituent parts that reach back to the beginnings of the broadcast industry, as well as newer businesses that operate on the leading edge of the media industry. The Company, through its many and varied operations, combines broad reach with well-positioned local businesses, all of which provide it with an extensive distribution network by which it serves audiences and advertisers in all 50 states and key international markets. It has operations in virtually every field of media and entertainment, including broadcast television (CBS and UPN), cable television (Showtime and CSTV Networks), local television (CBS Television Stations), television production and syndication (CBS Paramount Television and King World), radio (CBS Radio), advertising on out-of-home media (CBS Outdoor), publishing (Simon & Schuster), theme parks (Paramount Parks), digital media (CBS Digital Media Group and CSTV Networks) and consumer products (CBS Consumer Products). In Fall 2006, UPN will cease operations and The CW, a new fifth broadcast television network, will launch as a joint venture between Warner Bros. Entertainment and CBS Corporation. For more information, log on to www.cbscorporation.com.

 

This excerpt taken from the CBS 8-K filed Apr 26, 2006.

Other Matters

 

On January 25, 2006, the Company’s Board of Directors declared a quarterly cash dividend of $.16 per share to stockholders of record at the close of business on February 28, 2006, and approximately $122 million was paid to these stockholders on April 1, 2006.

 

 


 

6

 

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company with constituent parts that reach back to the beginnings of the broadcast industry, as well as newer businesses that operate on the leading edge of the media industry. The Company, through its many and varied operations, combines broad reach with well-positioned local businesses, all of which provide it with an extensive distribution network by which it serves audiences and advertisers in all 50 states and key international markets. It has operations in virtually every field of media and entertainment, including broadcast television (CBS and UPN), cable television (Showtime and CSTV Networks), local television (CBS Television Stations), television production and syndication (CBS Paramount Television and King World), radio (CBS Radio), advertising on out-of-home media (CBS Outdoor), publishing (Simon & Schuster), theme parks (Paramount Parks), digital media (CBS Digital Media Group and CSTV Networks) and consumer products (CBS Consumer Products). In Fall 2006, UPN will cease operations and The CW, a new fifth broadcast television network, will launch as a joint venture between Warner Bros. Entertainment and CBS Corporation. For more information, log on to www.cbscorporation.com.

 

This excerpt taken from the CBS DEF 14A filed Apr 14, 2006.

OTHER MATTERS

              In an effort to reduce the amount of paper mailed to stockholders' homes and to help lower the Company's printing and postage costs, stockholders can elect to receive future CBS Corporation proxy statements, annual reports and related materials electronically instead of by mail. We highly recommend that you consider electronic delivery of these documents. If you are interested in participating in this electronic delivery program, you should visit www.icsdelivery.com/cbs or select the "Sign up for Electronic Delivery" link in the "Investor Relations" section of the Company's website at www.cbscorporation.com. You can always change your mind and resume receiving copies of these documents by mail by revisiting one of these websites and selecting "change/cancel existing enrollment."

              As of the date of this proxy statement, management does not intend to present and has not been informed that any other person intends to present any matter for action not specified in this proxy statement. If any other matters properly come before the Annual Meeting, it is intended that the proxy holders will act on those matters in accordance with their best judgment.

              In order for proposals by stockholders to be considered for inclusion in the proxy card and proxy statement relating to the 2007 Annual Meeting of Stockholders, such proposals must be received on or before December 15, 2006 at the Company's principal executive offices at 51 West 52nd Street, New York, NY 10019, attention: Angeline C. Straka, Secretary.

  By Order of the Board of Directors,

 

GRAPHIC
Angeline C. Straka
Secretary

The Company has sent or is sending (or, if requested, providing electronically) with this proxy statement a copy of its Annual Report on Form 10-K for the year ended December 31, 2005, including financial statements and schedules thereto, to each of its stockholders as of March 31, 2006 in lieu of a separate annual report. If you have not received your copy, the Company will provide a copy without charge (a reasonable fee will be charged for exhibits) upon receipt of a written request sent to Angeline C. Straka, Secretary, CBS Corporation, 51 West 52nd Street, New York, NY 10019. The Form 10-K is also available on CBS Corporation's website www.cbscorporation.com.

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ANNEX A

This excerpt taken from the CBS 8-K filed Nov 1, 2005.

Other Matters

 

On July 20, 2005, Viacom’s Board of Directors declared a quarterly cash dividend of $.07 per share to stockholders of record at the close of business on August 31, 2005, and approximately $110 million was paid to these stockholders on October 1, 2005.

 

Viacom is a leading global media company, with preeminent positions in broadcast and cable television, radio, outdoor advertising, and online.  With programming that appeals to audiences in every demographic category across virtually all media, the company is a leader in the creation, promotion, and distribution of entertainment, news, sports, music, and comedy. Viacom’s well-known brands include CBS, MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures, Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy Central, CMT: Country Music Television, King World, Spike TV, Showtime, Paramount Parks, and Simon & Schuster.  More information about Viacom and its businesses is available at www.viacom.com.

 

Earlier this year, the Company announced it would be separating its businesses into two publicly traded companies, and expects the transaction will likely be completed by the end of 2005.  The new Viacom will include MTV Networks (MTV, VH1, Nickelodeon, Nick at Nite, Comedy Central, CMT: Country Music Television, Spike TV, TV Land and many other networks around the world), BET, Paramount Pictures, Paramount Home Entertainment and Famous Music.  CBS Corporation will consist of the CBS Television Network, UPN, Infinity Broadcasting, Viacom Outdoor, Viacom Television Stations Group, Paramount Television, King World, Simon & Schuster, Showtime and Paramount Parks.

 



 

9

 

This excerpt taken from the CBS 8-K filed Aug 4, 2005.

Other Matters

 

On May 26, 2005, Viacom’s Board of Directors declared a quarterly cash dividend of $.07 per share to stockholders of record at the close of business on June 7, 2005, and approximately $112 million was paid to these stockholders on July 1, 2005.

 

Effective July 1, 2005, the Company realigned its segments to reflect the new management structure under its Co-Presidents and Co-Chief Operating Officers in anticipation of the spin-off.  Cable Networks will include the results of MTV Networks and BET.  Showtime will be reported in the Television segment, and Paramount Parks and Simon & Schuster will be combined and disclosed in an “all other” category to be named Parks/Publishing.  Beginning in the third quarter of 2005, prior periods will be reclassified to conform to this presentation.

 

Viacom is a leading global media company, with preeminent positions in broadcast and cable television, radio, outdoor advertising, and online.  With programming that appeals to audiences in every demographic category across virtually all media, the company is a leader in the creation, promotion, and distribution of entertainment, news, sports, music, and comedy.  Viacom’s well-known brands include CBS, MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures, Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy Central, CMT: Country Music Television, Spike TV, Showtime, Paramount Parks, and Simon & Schuster.  More information about Viacom and its businesses is available at www.viacom.com.

 

This excerpt taken from the CBS 8-K filed Apr 19, 2005.

Other Matters

 

On January 26, 2005, Viacom’s Board of Directors declared a quarterly cash dividend of $.07 per share to stockholders of record at the close of business on February 28, 2005, and approximately $114 million was paid to these stockholders on April 1, 2005.

 

On March 16, 2005, Viacom announced that it has been exploring the possible division of its businesses into separated publicly-traded companies, one of which would highlight Viacom’s high-growth businesses such as MTV Networks, and one of which would combine its leading CBS broadcast television businesses, growing outdoor business and high free cash flow operations such as radio.  The

 



 

7

 

Company expects to announce further details regarding the possible separation by the end of the second quarter of 2005.  No assurance can be given that any transaction will be consummated.

 

Viacom is a leading global media company, with preeminent positions in broadcast and cable television, radio, outdoor advertising, and online.  With programming that appeals to audiences in every demographic category across virtually all media, the company is a leader in the creation, promotion, and distribution of entertainment, news, sports, music, and comedy.  Viacom’s well-known brands include CBS, MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures, Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy Central, CMT: Country Music Television, Spike TV, Showtime, and Simon & Schuster.  More information about Viacom and its businesses is available at www.viacom.com.

 

This excerpt taken from the CBS 8-K filed Feb 24, 2005.

Other Matters

 

During the quarter, the Company announced a quarterly cash dividend of $.07 per share to stockholders of record at the close of business on November 30, 2004, and approximately $116 million was paid to these stockholders on January 1, 2005.  For the year ended December 31, 2004, the Company paid approximately $415 million of cash dividends to shareholders.

 



 

10

 

Viacom is a leading global media company, with preeminent positions in broadcast and cable television, radio, outdoor advertising, and online.  With programming that appeals to audiences in every demographic category across virtually all media, the company is a leader in the creation, promotion, and distribution of entertainment, news, sports, music, and comedy.  Viacom’s well-known brands include CBS, MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures, Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy Central, CMT: Country Music Television, Spike TV, Showtime, and Simon & Schuster.  More information about Viacom and its businesses is available at www.viacom.com.

 

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