Table of Contents
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
(Rule
13e-4)
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No.
1)
CBS
CORPORATION
(Name of Subject
Company)
CBS
CORPORATION
(Names of Filing Persons
(Offeror and Issuer))
Certain Options to Purchase
Class B Common Stock, Par Value $0.001 Per
Share
(Title of Class of
Securities)
124857202
(CUSIP
Number of Class of
Securities)
Louis
J. Briskman
Executive Vice President and General Counsel
CBS
Corporation
51 West 52nd Street
New York, New York
10019
(212) 975-4321
(Name,
Address and Telephone Number of Persons Authorized to Receive
Notices
and Communications on Behalf of filing
persons)
Copy
to:
Linda E. Rappaport, Esq.
Shearman &
Sterling LLP
599 Lexington Avenue
New York, New York
10022
(212) 848-4000
Copy
to:
Christa A. D’Alimonte,
Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New
York, New York 10022
(212) 848-4000
CALCULATION OF
FILING
FEE
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| Transaction
Valuation* |
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Amount of Filing
Fee |
| $400,691,855.00 |
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$80,138.37 |
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| * |
Calculated
solely for the purposes of determining the filing fee. This amount
assumes that options to purchase 95,698,884 shares of Class B Common
Stock of CBS Corporation having an aggregate vale of $400,691,855 will
be exchanged pursuant to this offer. The aggregate value of such
options was calculated using the Black-Scholes option pricing model.
The amount of the filing fee, calculated in accordance with Rule
0-11(b) of the Securities and Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the
transaction. |
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![[X]](xbox.gif) |
Check the box if
any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its
filing. |
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| Amount
Previously Paid:
$80,138.37 |
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Filing
Party: CBS Corporation |
| Form or Registration No.:
Schedule TO |
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Date Filed: May 3,
2006 |
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Check the box if
the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check
the appropriate boxes to designate any transactions to which the
statement relates:
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![[ ]](ebox.gif) |
third-party
tender offer subject to Rule
14d-1. |
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issuer tender
offer subject to Rule
13e-4. |
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going-private transaction
subject to Rule
13e-3. |
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amendment to Schedule
13D under Rule 13d-2. |
Check the
following box if the filing is a final amendment reporting the results
of the tender offer:
Table of Contents
This Amendment No.
1 amends and supplements the Tender Offer Statement on Schedule TO (the
‘‘Schedule TO’’) filed with the Securities
and Exchange Commission on May 3, 2006 by CBS
Corporation, a Delaware Corporation ( the
‘‘Company’’). The Schedule TO relates to
the offer by the Company to eligible employees of the Company, as
defined in the Offer to Exchange, dated May 3, 2006,
which is attached to the Schedule TO as Exhibit (a)(1) (the
‘‘Offer to Exchange’’), to tender their
currently outstanding options to purchase shares of Class B Common
Stock of the Company that were issued prior to January 1,
2006 in exchange for restricted shares (for eligible employees who are
subject to United States income tax) or restricted share units (for
other eligible employees). The restricted shares and restricted share
units will be granted upon the terms and subject to the conditions
described in the Offer to Exchange.
Item 12. Material to
be Filed as Exhibits.
Item 12 of Schedule TO is hereby amended
by adding the following
thereto:
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| (a)(17) |
Workshop Materials for
CBS Voluntary Exchange Offer, May 2006, including Slides,
Speaker Notes and Appendices. |
1
Table of Contents
SIGNATURE
After due inquiry and to
the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and
correct.
Dated: May 5,
2006
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CBS
CORPORATION |
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By: |
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/s/
Louis J. Briskman |
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Name: Louis J.
Briskman
Title: Executive Vice President and
General
Counsel |
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Table of Contents
EXHIBIT
INDEX
Exhibit
No.
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| (a)(1) |
Offer
to Exchange, dated May 3,
2006.* |
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| (a)(2) |
Letter of
Transmittal.* |
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| (a)(3) |
Form of
Withdrawal Letter (incorporated by reference to Schedule E of the Offer
to Exchange which is attached hereto as Exhibit
(a)(1)).* |
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| (a)(4) |
Cover Letter to Offer
to Exchange, dated May 3,
2006.* |
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| (a)(5) |
Letter to Employees
Holding Options, dated April 6, 2006, previously filed
with the SEC on the Tender Offer Statement filed on Schedule TO-C, on
April 6, 2006 and incorporated herein by
reference. |
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| (a)(6) |
Letter to U.S.
Employees Holding Options, dated April 27, 2006,
previously filed with the SEC on the Tender Offer Statement filed on
Schedule TO-C, on April 27, 2006 and incorporated herein
by reference. |
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| (a)(7) |
Letter to
International Employees Holding Options, dated April 27,
2006, previously filed with the SEC on the Tender Offer Statement filed
on Schedule TO-C, on April 27, 2006 and incorporated
herein by reference. |
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| (a)(8) |
Letter to
All Employees Holding Options, dated April 27, 2006,
previously filed with the SEC on the Tender Offer Statement filed on
Schedule TO-C, on May 1, 2006 and incorporated by
reference herein. |
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| (a)(9) |
Voluntary
Exchange Offer Workshop Schedule, dated April 27, 2006,
previously filed with the SEC on the Tender Offer Statement filed on
Schedule TO-C, on May 1, 2006 and incorporated herein by
reference. |
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| (a)(10) |
Letter to CBS Radio
Employees Holding Options, dated April 28, 2006,
previously filed with the SEC on the Tender Offer Statement filed on
Schedule TO-C, on May 1, 2006 and incorporated herein by
reference. |
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| (a)(11) |
Participant
Statement Letter, dated May 2, 2006, previously filed
with the SEC on the Tender Offer Statement filed on Schedule TO-C, on
May 2, 2006 and incorporated herein by
reference. |
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| (a)(12) |
Guide to Reading the
Participant Statement, previously filed with the SEC on the Tender
Offer Statement filed on Schedule TO-C, on May 2, 2006
and incorporated herein by
reference. |
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| (a)(13) |
Form of Participant
Statement, previously filed with the SEC on the Tender Offer Statement
filed on Schedule TO-C, on May 2, 2006 and incorporated
herein by reference. |
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| (a)(14) |
Letter to
Employees Holding Options, dated May 2, 2006, previously
filed with the SEC on the Tender Offer Statement filed on Schedule
TO-C, on May 2, 2006 and incorporated herein by
reference. |
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| (a)(15) |
CBS’s Annual
Report of Form 10-K for the fiscal year ended December
31, 2005 (File No. 001-09553), previously filed with the SEC on
March 16, 2006 and incorporated herein by
reference. |
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| (a)(16) |
CBS’s Proxy
Statement for the 2006 Annual Meeting of Stockholders (File No.
001-09553) previously filed with the SEC on April 14,
2006 and incorporated herein by
reference. |
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| (a)(17) |
Workshop Materials
for CBS Voluntary Exchange Offer, May 2006, including Slides,
Speaker Notes and Appendices. |
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| (d)(1) |
CBS’s 2004 Long-Term
Management Incentive Plan (as amended and restated as of
December 31, 2005) incorporated by reference to the
Annual Report on Form 10-K of CBS for the fiscal year ended
December 31, 2005 (File No. 001-09553), previously filed
with the SEC on March 16, 2006. |
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Table of Contents
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| (d)(2) |
CBS’s
2004 Long-Term Management Incentive Plan (as amended and restated
through May 25, 2006) incorporated by reference to
CBS’s Proxy Statement, filed with the SEC on April
14, 2006 (File No.
001-09553). |
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| (d)(3) |
Former Viacom 2000
Long-Term Management Incentive Plan (as amended and restated through
January 31, 2001) (incorporated by reference to Exhibit
10(d) to the Annual Report on Form 10-K of Former Viacom for the fiscal
year ended December 31, 2001) (File No. 001-09553) (as
amended effective October 10, 2002 by the Amendment to
Former Viacom Stock Option Plans) (incorporated by reference to Exhibit
10(bb) to the Annual Report on Form 10-K of Former Viacom for the
fiscal year ended December 31, 2002) (File No. 001-09553)
previously filed on March 27, 2003. |
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| (d)(4) |
Former Viacom 1997 Long-Term
Management Incentive Plan (as amended and restated through May
25, 2000) (incorporated by reference to Exhibit B to Former
Viacom’s Proxy Statement dated June 5, 2000) (as
amended effective October 10, 2002 by the Amendment to
Former Viacom Stock Option Plans) (incorporated by reference to Exhibit
10(bb) to the Annual Report on Form 10-K of Former Viacom for the
fiscal year ended December 31, 2002) (File No. 001-09553)
previously filed on March 27, 2003. |
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| (d)(5) |
Former Viacom 1994 Long-Term
Management Incentive Plan (as amended and restated through
November 1, 1996) (incorporated by reference to Exhibit
10(b) to the Annual Report on Form 10-K of Former Viacom for the fiscal
year ended December 31, 1996) (File No. 001-09553) (as
amended effective October 10, 2002 by the Amendment to
Former Viacom Stock Option Plans) (incorporated by reference to Exhibit
10(bb) to the Annual Report on Form 10-K of Former Viacom for the
fiscal year ended December 31, 2002) (File No. 001-09553)
previously filed on March 27, 2003. |
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| (d)(6) |
CBS Corporation 1993 Long-Term
Incentive Plan (as amended as of July 28, 1999)
(incorporated by reference to Exhibit 10.16 to the Quarterly Report of
Form 10-Q of Infinity Broadcasting Corporation for the quarter ended
September 30, 1999) (File No. 001-14599) previously filed
November 15,
1999. |
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| (d)(7) |
CBS Corporation 1991
Long-Term Incentive Plan (as amended as of July 28, 1999)
(incorporated by reference to Exhibit 10.15 to the Quarterly Report of
Form 10-Q of Infinity Broadcasting Corporation for the quarter ended
September 30, 1999) (File No. 001-14599) previously filed
November 15,
1999. |
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| (d)(8) |
Infinity Broadcasting
Corporation 1999 Long-Term Incentive Plan (incorporated by reference to
Exhibit 4.5 to Form S-8 filed by Former Viacom on February
21, 2001 (Registration No.
333-55346)). |
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| (d)(9) |
Infinity
Broadcasting Corporation 1998 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.16 to Form 10-K filed by Infinity Broadcasting
Corporation for the year ended December 31, 1999 (File
No. 1-14599)). |
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| (d)(10) |
Amended and
Restated Infinity Broadcasting Corporation Stock Option Plan
(incorporated by reference to Exhibit 4.4 to CBS Corporation’s
Registration Statement on Post-Effective Amendment No. 1 on Form S-8 to
Form S-4 by CBS Corporation on January 2, 1997
(Registration No.
333-13219)). |
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| (d)(11) |
King World 1996
Amended and Restated Stock Option and Restricted Stock Purchase Plan
(incorporated by reference to Exhibit 10.11 to the Annual Report on
Form 10-K of King World Productions, Inc. for the fiscal year ended
August 31, 1997 (File No.
001-09244)). |
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| (d)(12) |
King World
Salesforce Bonus Plan (incorporated by reference to Exhibit 10.2 to
King World Production, Inc.’s Registration Statement on Form S-8
filed by King World Productions, Inc. on April 22, 1997
(Registration No. 333-11363)). |
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| (d)(13) |
King
World Productions, Inc. Stock Option Agreements with Oprah Winfrey and
Jeffrey D. Jacobs dated as of September 15, 1997
(incorporated by reference to Exhibits 99.9 and 99.10 to the Schedule
13D, Amendment No. 2, filed by Oprah Winfrey and Jeffrey D. Jacobs,
with respect to King World Productions, Inc. on October
27, 1997 (File No.
005-35700)). |
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| (d)(14) |
King World
Productions, Inc. Stock Option Agreements with Oprah Winfrey, Jeffrey
D. Jacobs, Timothy Bennett, Dianne Hudson and Douglas Pattison dated as
of September 16, 1998 (incorporated by reference to
Exhibits 4.9, 4.10, 4.11, 4.12, and 4.13 to Form S-8 by Viacom Inc. on
August 20, 2003 (Registration No.
333-108105)). |
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| (d)(15) |
Outdoor Systems,
Inc. 1996 Omnibus Plan (incorporated by reference to Exhibit 99.3 to
Form S-8 filed by Outdoor Systems, Inc. on October 23,
1997 (Registration No.
333-38589)). |
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| (d)(16) |
Form of Award
Certificate for Restricted Shares (incorporated herein by reference to
Schedule C of the Offer to Exchange which is attached hereto as Exhibit
(a)(1)).* |
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| (d)(17) |
Form of Award
Certificate Restricted Share Units (incorporated herein by reference to
Schedule D of the Offer to Exchange which is attached hereto as Exhibit
(a)(1)).* |
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| (d)(18) |
Form of Award
Certificate for Restricted Shares for Certain Executive
Officers.* |
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| (d)(19) |
Ernst & Young
Disclosure Letter to
Participants.* |
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| * |
Previously filed
with the Securities and Exchange Commission on the Tender Offer
Statement on Schedule TO filed by CBS on May 3,
2006. |
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