ROANOKE TIMES

                         Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: FRIDAY, November 17, 1995                   TAG: 9511170058
SECTION: BUSINESS                    PAGE: A-17   EDITION: METRO 
SOURCE: Associated Press|
DATELINE: NEW YORK                                LENGTH: Medium


SHAREHOLDERS OK OFFER FROM WESTINGHOUSE

CBS Inc. shareholders approved a $5.4 billion buyout offer from Westinghouse Electric Corp. on Thursday, leaving government approval of station license transfers as the lone major obstacle to completion of the deal for the struggling broadcaster.

It is unclear when the Federal Communications Commission might take up the matter, but Westinghouse has indicated it is prepared to complete the deal within days after it obtains the agency's clearance.

The Pittsburgh-based industrial conglomerate plans to merge CBS with its Group W operations, creating the nation's biggest broadcast station group with 15 TV stations reaching 32 percent of the nation and 39 radio stations.

Westinghouse Chairman Michael H. Jordan said in a statement after the vote the new broadcasting unit would retain the CBS name and logo, a powerful link to CBS' past when it was known as the Tiffany Network for the quality of its programming and stars such as Edward R. Murrow and Jack Benny.

The company's fortunes have sagged recently as it has fallen behind ABC and NBC in the prime-time ratings and it lost key affiliates and sports rights to the growing Fox network. Its earnings fell 55 percent in the first nine months of this year.

Jordan said Westinghouse ``will make the investment and provide the resources'' to make the company a leader in news, sports and entertainment.

``We fully intend to make CBS the cornerstone of a broader media organization, grounded in its strength as an over-the-air broadcaster,'' he said in the statement.

Jordan said he would await action by the FCC before announcing management or the structure of the new operations.

Westinghouse is seeking waivers from the FCC to exceed the current limits of no more than 12 TV stations reaching 25 percent of the country and two AM and two FM radio stations in any single market.

The approval by CBS shareholders had been widely anticipated, especially since no rival bidder had appeared since Westinghouse and CBS announced their agreement on the deal Aug. 1.

CBS said about 79 percent of its shares were cast in favor of the sale. A two-thirds vote had been required.

Westinghouse agreed to pay $81 a share for CBS plus interest that began accruing on Aug. 31. CBS estimated the interest will add $1.15 per share to the offer if the deal can be completed by Dec. 1.

In late trading on the New York Stock Exchange, CBS was up 121/2 cents at $81.121/2 a share and Westinghouse rose 371/2 cents to $15.871/2.

During a 50-minute CBS shareholders meeting, CBS Chairman Laurence A. Tisch defended the fairness of the sale and said the CBS network would regain its lost ratings prominence under Westinghouse.

Shareholders faulted him for how he ran the company during a decade at the helm. The Tisch family controls about 17 percent of CBS and stands to make about $900 million on the sale of its holdings.



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