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PROXY KING WORLD PRODUCTIONS, INC.
12400 WILSHIRE BOULEVARD
SUITE 1200
LOS ANGELES, CALIFORNIA 90025
SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 7, 1999
(THE "SPECIAL MEETING")
The undersigned hereby appoints Roger King, Michael King and Jonathan
Birkhahn, or any of them, each with full power of substitution, as proxies or
proxy of the undersigned and hereby authorizes them to represent and vote as
designated below all shares of common stock, par value $.01 per share, of
King World Productions, Inc. (the "Corporation") held of record by the
undersigned at the close of business on July 28, 1999 at the Special Meeting,
or any adjournment or postponement thereof, and, in their discretion, upon
all matters incident to the conduct of the Special Meeting and such other
matters as may properly be brought before the Special Meeting.
This signed Proxy Form revokes all proxies previously given by the
undersigned to vote at the Special Meeting of Stockholders or any adjournment
or postponement thereof. The undersigned hereby acknowledges receipt of the
Notice of Special Meeting of Stockholders and the Proxy Statement/Prospectus
relating to the Special Meeting.
WHEN PROPERLY EXECUTED, THIS PROXY FORM WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN, THIS PROXY FORM WILL BE VOTED FOR THE FOREGOING PROPOSAL.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXY COMMITTEE
CANNOT VOTE YOUR SHARE UNLESS YOU SIGN AND RETURN THIS CARD.
PLEASE MARK YOUR VOTE ON THE REVERSE SIDE, SIGN, DATE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.
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FOLD AND DETACH HERE
/x/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE FOLLOWING PROPOSAL.
For Against Abstain
To approve and adopt the Agreement and Plan of / / / / / /
Merger, dated as of March 31, 1999, among CBS
Corporation, K Acquisition Corp. and the
Corporation.
________________________________________________
Signature(s)________________________________________________
Note: Please sign exactly as name appears above. When shares
are held in name of joint holders, each should sign.
When signing as attorney, executor, trustee, guardian,
etc., please so indicate. If a corporation, please sign
in full corporate name by an authorized officer. If a
partnership, please sign in partnership name by an
authorized person.
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FOLD AND DETACH HERE
KING WORLD PRODUCTIONS, INC.
Dear Stockholder:
King World Productions, Inc. encourages you to take advantage of new and
convenient ways to vote your shares. You can vote your shares electronically
through the Internet or the telephone 24 hours a day, 7 days a week. This
eliminates the need to return the proxy card.
To vote your shares electronically you must use the control number printed in
the box above, just below the perforation. The series of numbers that appear
in the box above must be used to access the system.
1. To vote over the Internet:
- Log on the Internet and go to the website
www.vote-by-net.com
2. To vote over the telephone:
- On a touch-tone telephone call
1-800-OK2-VOTE
- Outside of the U.S. and Canada call
(201) 324-0377
Your electronic vote authorizes the named proxies in the same manner as if
you marked, signed, dated and returned the proxy card.
If you choose to vote your shares over the Internet or telephonically, there
is no need for you to mail back your proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING