UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO-C
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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CBS CORPORATION
(Name of Subject Company (Issuer))
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CBS CORPORATION
(Name of Filing Person-Issuer and Offeror)
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
person authorized to receive notices
and communications on behalf of
filing person)
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Copy to:
Linda E. Rappaport, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
Calculation of Filing Fee
Transaction valuation Amount of filing fee
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Not applicable* Not applicable*
*A filing fee is not required in connection with this filing as it
relates solely to preliminary communications made before the
commencement of a tender offer.
[ ] Check 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.
Amount Previously Paid: Not applicable
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Form or Registration No.: Not applicable
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Filing Party: Not applicable
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Date Filed: Not applicable
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[ X ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] 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: [ ]
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EXHIBIT INDEX
Exhibit
No.
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99.1 Letter to Employees Holding Options, dated April 6, 2006.
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Exhibit 99.1
From: Leslie Moonves
To: Employees Holding Options
Date: April 6, 2006
Re: Changes to Long-Term Incentives
Voluntary Exchange Offer
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I am pleased to announce a "Voluntary Exchange Offer" for U.S.
employees of the Company who have received stock options under the
Company's long-term incentive programs, including Fund the Future and
Share the Vision. What this means to those of you who have outstanding
stock options is that soon you will be offered the opportunity to
exchange your options for real, tangible shares in the new CBS
Corporation, and the dividends that go along with them.
Under the exchange offer, you will be able to turn in your options at
75% of their estimated value in exchange for actual shares with a new
vesting period. That value is derived using a commonly-used option
pricing model. And unlike stock options, these shares will accrue
dividends as dividends are paid on our common stock. Currently our
quarterly dividend is 16 cents per share, yielding a return of 2.6%. We
expect the Voluntary Exchange Offer to commence toward the end of the
month and to remain open through most of May. Recognizing that you may
have questions, we have retained the services of Ernst & Young LLP to
offer information as well as a call center designed to assist you as
you make your decision as to whether to elect to make the exchange.
This program applies to the many thousands of U.S. employees of the
Company who hold options granted under Fund the Future and other
programs. Fund the Future was originally intended to provide a source
for participants to build wealth that they could save and invest. I am
particularly pleased that the vast majority of our employees will now
be able to recognize real value from that source.
As we chart the future of the new CBS Corporation, it is pivotal that
we have the means to help employees grow a stake in the future of our
company, and to retain and motivate key performers. It is also crucial
that we align our incentive programs with the long-term goals of the
corporation, which include returning value to shareholders through
dividends. By allowing our employees to choose between keeping their
stock options or exchanging them for actual shares of restricted stock
(and the dividends that go along with them), we will strengthen that
tie between the long-term interests of our employees and those of our
investors. We will also ensure that employees are motivated by the long
term incentives that each choice represents, whether they choose to
remain with the potential value of options or the discounted but
tangible value of restricted shares. At the same time, because there
will be a vesting requirement on restricted shares received in exchange
for options, we will also improve our retention of top performers.
We are delighted to offer this opportunity, and believe it will benefit
employees and shareholders alike.
2006 Fund the Future Program
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For those of you who are eligible to participate in our Fund the Future
Program, I am also pleased to announce that CBS's Fund the Future grant
this year will consist of restricted share units (RSU) rather than
options. This change, combined with the Voluntary Exchange Offer, now
provides those employees who are currently eligible to participate in
Fund the Future with an opportunity to realize tangible value that they
can save and invest to fund the future, consistent with the program's
original purpose. The restricted share units are subject to a
three-year vesting requirement. To determine your RSU grant:
1. Calculate 10% of your annual base pay or benefit base
2. Divide the amount by the closing price of CBS Class B Common Stock
on April 3, 2006 ($24.70)
3. Divide that amount by 4 to get the number of RSUs awarded
To help estimate your grant, below is an example assuming $10,000 of
annual base pay.
$10,000 X .10 = 1000
1000 / $24.70 = 40.5
40.5 / 4 = 10 restricted share units
For more information on how this change affects your Fund the Future
grant for 2006, and for other related questions, visit the CBS Human
Resources website http://hr.cbs.com.
Legal Notices
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Voluntary Exchange Offer
The underlying plan for the Voluntary Exchange Offer is subject to
shareholder approval. This program will be governed by the actual terms
and conditions which will be set forth in the offering document
provided to you at the commencement of the offer. For more information
on the program, please review our Form-8K filed on March 17, 2006,
which can be accessed on our website, www.cbscorporation.com.
Inquiries should be directed to:
CBS Corporation
Investor Relations
Telephone: (212) 975-8571
Internet: www.cbscorporation.com.
CBS Corporation ("CBS") has not commenced the Voluntary Exchange Offer
to which this communication pertains. Holders of CBS options are
strongly advised to read the Offer to Exchange that will be filed on
Schedule TO (Tender Offer) and other documents related to the Voluntary
Exchange Offer to be filed with the Securities and Exchange Commission
when they become available because they will contain important
information. Holders of CBS options may obtain copies of these
documents for free, when available, at the Securities and Exchange
Commission website at www.sec.gov or from CBS's Human Resources
department.
Fund the Future Program
The 2006 Fund the Future Program, including eligibility to participate,
the number of RSUs granted, vesting schedules and other terms and
conditions, is governed by the Company's 2004 Long-Term Management
Incentive Plan and the Fund the Future Program booklet, dated as of
April 1, 2006, together with the Restricted Share Unit Terms and
Conditions attached thereto. For more information on the Fund the
Future Program, please review the Program Booklet, which will be
accessible via the Smith Barney website at www.benefitaccess.com after
you receive notice of your grant.