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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 4, 1998
Commission file number 1-977
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CBS CORPORATION
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(Exact name of registrant as
specified in its charter)
PENNSYLVANIA 25-0877540
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222-1384
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(Address of principal executive offices; zip code)
(412) 244-2000
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(Registrant's Telephone No., including area code)
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Item 5. Other Events
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On February 4, 1998, the Registrant issued a press release concerning
earnings for the quarter and year ended December 31, 1997 and the announcement
of the intended purchase of up to $1 billion of the Registrant's common stock. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein. On December 31, 1997, the Registrant adopted Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings per Share." In connection with
this action, the Registrant has restated earnings per share for all prior
periods to reflect the presentation of basic and diluted earnings per share. A
copy of the consolidated statement of income and restated earnings per share for
1997 and 1996, by quarter, and total year 1995, 1994, and 1993 is attached
hereto as Exhibit 99.2 and is incorporated herein in its entirety. The
Registrant has also separately identified the component of continuing operations
related to residual costs of discontinued businesses. In connection with this
action, a copy of the restated segments for 1997 and 1996, by quarter, and total
year 1995, 1994, and 1993 is attached hereto as Exhibit 99.3 and is incorporated
herein in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No.
99.1 Press release concerning earnings of the
Registrant for the quarter and year ended
December 31, 1997 and the announcement of
the intended purchase of up to $1 billion of
the Registrant's common stock is filed as
Exhibit 99.1 to this Report.
99.2 Condensed Consolidated Statement of Income for
1997 and 1996, by quarter, and total year 1995,
1994, and 1993 is filed as Exhibit 99.2 to this
Report.
99.3 Segment Results for 1997 and 1996, by quarter,
and total year 1995, 1994, and 1993 is filed
as Exhibit 99.3 to this Report.
SIGNATURE
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.
CBS CORPORATION
(Registrant)
By: /s/ CAROL V. SAVAGE
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Carol V. Savage
Vice President and
Chief Accounting Officer
Date: February 4, 1998
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EXHIBIT INDEX
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Exhibit No. Description Sequential Page No.
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99.1 Press Release
99.2 Condensed Consolidated Statement
of Income for 1997 and 1996, by
quarter, and total year
1995, 1994, and 1993.
99.3 Segment Results for 1997 and
1996, by quarter, and total year
1995, 1994, and 1993.