1
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 5, 1999
Commission file number 1-977
-----
CBS CORPORATION
---------------
(Exact name of registrant as
specified in its charter)
PENNSYLVANIA 25-0877540
------------ ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
51 West 52nd Street, New York, NY 10019
---------------------------------------
(Address of principal executive offices; zip code)
(212) 975-4321
--------------
(Registrant's Telephone No., including area code)
2
Item 5. Other Events
On February 5, 1999, the Registrant issued a press release concerning earnings
for the quarter and year ended December 31, 1998. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein. A copy of the
Condensed Consolidated Statement of Income for the fourth quarter and total year
of 1998 and 1997 is attached hereto as Exhibit 99.2 and is incorporated herein
in its entirety. Certain modifications have been made to the segment information
which primarily includes the presentation of a performance measure titled "Core
EBITDA." Core EBITDA represents earnings before interest, taxes, depreciation
and amortization excluding charges primarily related to restructuring and
severance activities as well as the results of operations of certain divested
cable businesses for all periods presented. A copy of the restated segment
information for 1998 and 1997 by quarter and total year for 1996, 1995 and 1994
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, 1998 is filed as Exhibit
99.1 to this Report.
99.2 Condensed Consolidated Statement of Income for the fourth
quarter and total year of 1998 and 1997, is filed as Exhibit
99.2 to this Report.
99.3 Segment Results for 1998 and 1997 by quarter and total year
1996, 1995 and 1994, 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
---------------------------
Carol V. Savage
Vice President, Finance
Date: February 5, 1999