CBS CORPORATION (NYSE:CBS) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans


CBS CORPORATION (NYSE:CBS) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
Item 5.04Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On October 19, 2017, CBS Corporation (“CBS”) launched an offer to exchange its shares of CBS Radio Inc. common stock for shares of outstanding CBS Class B common stock validly tendered and accepted by CBS (the “Exchange Offer”) in connection with CBS Radio Inc.’s prospectus filed with the Securities and Exchange Commission on October 19, 2017. Holders of CBS ClassA common stock may participate in the Exchange Offer by converting or conditionally converting their CBS ClassA common stock into CBS Class B common stock. On October 19, 2017, CBS Corporation (“CBS”) sent a notice to its directors and executive officers (the “Notice”) informing them of certain trading restrictions, as described below, beginning on November 10, 2017, at 1:00 p.m. Eastern Time, and expected to end during the week of December 3, 2017 (the “Blackout Period”).

In connection with the Exchange Offer, eligible participants in the CBS 401(k) Plan and CBS Radio 401(k) Plan who choose to participate in the Exchange Offer (“Offer Participants”) will not be able to effect transactions with respect to their Plan’s CBS ClassA common stock and/or CBS Class B common stock funds during the Blackout Period. to Section306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR (Blackout Trading Restriction), during the Blackout Period, CBS’ directors and executive officers will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring shares of CBS ClassA common stock, CBS Class B common stock and derivative securities acquired in connection with their service or employment as a director or an executive officer of CBS, subject to certain exceptions. At this time, CBS does not know the final number of Offer Participants. Depending on the number of Offer Participants, the trading restrictions for CBS’ directors and executive officers may be shortened and they will be notified accordingly. The directors and executive officers will be notified of any changes to the dates of the Blackout Period, including if the Blackout Period is shortened or extended, and when the Blackout Period ends.

These trading restrictions do not prohibit CBS’ directors and executive officers from participating in the Exchange Offer.

Inquiries concerning the Notice or the Blackout Period, including the beginning and ending dates of the trading restrictions (and for a period of two years after the ending date of the Blackout Period), may be directed without charge to:

CBS Corporation

51 W. 52ndStreet

New York, New York 10019

Attention:Jonathan Anschell, Senior Vice President, Deputy General Counsel and

Secretary; and/or Stephen Mirante, Executive Vice President, Human Resources

Telephone number: 212-975-4321

Attached hereto as Exhibit 99.1 and incorporated herein by reference is a copy of the Notice.

Item 9.01Financial Statements and Exhibits.


CBS CORP Exhibit
EX-99.1 2 a8-k_exx991x101917.htm EXHIBIT 99.1 Exhibit Exhibit 99.1NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS OF CBS CORPORATIONRestrictions on Trading CBS Corporation Class A and Class B Common StockAs you know,…
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CBS Corporation is a mass media company. The Company’s segments include Entertainment, Cable Networks, Publishing and Local Broadcasting. Its Entertainment segment is composed of the CBS Television Network; CBS Television Studios; CBS Global Distribution Group (composed of CBS Studios International and CBS Television Distribution); CBS Interactive, and CBS Films. The Company’s Cable Networks segment is composed of Showtime Networks; CBS Sports Network, and Smithsonian Networks. The Publishing segment is composed of Simon & Schuster, which publishes and distributes consumer books under imprints, such as Simon & Schuster, Pocket Books, Scribner, Gallery Books, Touchstone and Atria Books. The Local Broadcasting segment is composed of CBS Television Stations, its approximately 30 owned broadcast television stations, and CBS Radio, through which it owns and operates radio stations in the United States markets. It operates businesses, which span the media and entertainment industries.