CBS 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 11, 2012
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (212) 975-4321
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
On June 11, 2012, CBS Corporation (the Company) and CBS Operations Inc., the guarantor, entered into an underwriting agreement (the Underwriting Agreement) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. and UBS Securities LLC, as representatives of the underwriters named in Schedule 1 thereto (collectively, the Underwriters), with respect to the Companys issuance and sale of $400,000,000 aggregate principal amount of its 1.95% Senior Notes due 2017 (the 2017 Notes) and $500,000,000 aggregate principal amount of its 4.85% Senior Notes due 2042 (the 2042 Notes and, together with the 2017 Notes, the Notes). The offering is being made pursuant to the Companys effective registration statement on Form S-3 dated November 3, 2011 (No. 333-177706). The Notes are governed by the Amended and Restated Indenture, dated as of November 3, 2008, among the Company, CBS Operations Inc. and The Bank of New York Mellon, as trustee, as supplemented and amended by the First Supplemental Indenture, dated as of April 5, 2010, among the Company, CBS Operations Inc. and Deutsche Bank Trust Company Americas, as trustee. The Underwriting Agreement is being filed as Exhibit 1.1, the form of note for the 2017 Notes is being filed as Exhibit 4.1, the form of note for the 2042 Notes is being filed as Exhibit 4.2 and the form of guarantee for each of the Notes is being filed as Exhibit 4.3 to this Current Report on Form 8-K, and each is incorporated by reference herein.
(d) Exhibits. The following Exhibit is filed as part of this Report on Form 8-K:
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 15, 2012