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CBS > SEC Filings for CBS > Form 8-K on 19-Aug-2014All Recent SEC Filings

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Form 8-K for CBS CORP


19-Aug-2014

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On August 19, 2014, CBS Corporation (the "Company") issued and sold $600,000,000 aggregate principal amount of its 2.300% Senior Notes due 2019 (the "2019 Notes"), $600,000,000 aggregate principal amount of its 3.700% Senior Notes due 2024 (the "2024 Notes") and $550,000,000 aggregate principal amount of its 4.900% Senior Notes due 2044 (the "2044 Notes" and, together with the 2019 Notes and the 2024 Notes, the "Notes") pursuant to the Company's effective registration statement on Form S-3 dated November 3, 2011 (No. 333-177706) previously filed with the Securities and Exchange Commission (the "Registration Statement"). The Notes are governed by the Amended and Restated Indenture, dated as of November 3, 2008, among the Company, CBS Operations Inc., as guarantor, and The Bank of New York Mellon, as trustee, as supplemented and amended by the First Supplemental Indenture, dated as of April 5, 2010, among the Company, CBS Operations Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee. The form of note for the 2019 Notes is filed as Exhibit 4.1, the form of note for the 2024 Notes is filed as Exhibit 4.2, the form of Note for the 2044 Notes is filed as Exhibit 4.3 and the form of guarantee for each of the Notes is filed as Exhibit 4.4 to this Current Report on Form 8-K. A copy of the opinion of Angeline C. Straka, Senior Vice President, Deputy General Counsel and Secretary of the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.

The Company incorporates by reference the exhibits filed herewith into this Item 8.01 and into the Company's Registration Statement.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following Exhibits are filed as part of this Report on Form 8-K:

Exhibit
Number                             Description of Exhibit
  4.1     Form of Note for the 2019 Notes.

  4.2     Form of Note for the 2024 Notes.

  4.3     Form of Note for the 2044 Notes.

  4.4     Form of Guarantee for each of the Notes.

  5.1     Opinion of Angeline C. Straka, Esq., Senior Vice President, Deputy
          General Counsel and Secretary of the Company.

 23.1     Consent of Angeline C. Straka, Esq., Senior Vice President, Deputy
          General Counsel and Secretary of the Company (included in Exhibit 5.1).


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