Deal for CBS is near

THE BALTIMORE SUN

PITTSBURGH -- Westinghouse Electric Corp. is expected to announce an agreement today to acquire CBS Inc. for about $5 billion, ending weeks of negotiations, people close to the talks said.

Westinghouse, which was believed last week to be planning a bid of $81 a share for CBS, plans to make the announcement in New York, where its Group W broadcasting unit and CBS are based.

An agreement would put Westinghouse in the lead to land CBS, but several other bidders with deep pockets could emerge now that Walt Disney Co. is snapping up Capital Cities/ABC Inc. for $19 billion in cash and stock, analysts said.

Turner Broadcasting Inc. and Seagram Co., two companies that have been on the prowl for a network, could make bids higher than Westinghouse's expected offer, CNBC correspondent Dan Dorfman reported yesterday, citing an unidentified source. CBS could attract a takeover bid of $85 a share or more, Mr. Dorfman reported. Officials at Seagram and Turner declined to comment yesterday.

As previously reported, Westinghouse has secured financing commitments of at least $2 billion from Chemical Banking Corp. and J. P. Morgan & Co. for the proposed acquisition. No other details were available last night.

If completed, the acquisition would enlarge Westinghouse's most profitable business, creating a broadcasting network with 15 television stations and 39 radio stations.

Analysts expect Westinghouse to sell one or more of its core businesses to raise cash and keep debt down, possibly the company's profitable Electronic Systems Group, a defense contractor and maker of radar and anti-submarine warfare systems based in Linthicum. Westinghouse's power-generation unit, based in Orlando, Fla., also could be sold.

In addition, Westinghouse can't complete a CBS acquisition without approval from the Federal Communications Commission on the transfer of station licenses.

The time required to obtain those licenses could be months, allowing other companies such as Seagram and Turner to stake out their claim for CBS in the interim. Pending legislation in Congress would remove one hurdle by lifting restrictions barring ownership of 12 or more television stations. Current regulations also bar a company from owning so many stations that they reach more than 25 percent of the U.S. population. If CBS and Westinghouse combine, they would own TV stations reaching 33 percent.

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