EXHIBIT 99.1
[LOGO]
Westinghouse 00 Xxxxxxxx Street
Electric Corporation Pittsburgh, Pennsylvania 15222-1384
September 19, 1997
CBS ACQUIRES AMERICAN RADIO SYSTEMS
NEW YORK CITY/BOSTON, Sept. 19, 1997 -- Westinghouse (NYSE:WX) and
American Radio Systems (NYSE:AFM) announced today a definitive agreement by
which Westinghouse will acquire American Radio System's radio broadcasting
operations for $44 a share or $1.6 billion in cash plus the assumption of
approximately $1 billion in debt. The transaction adds 98 stations to CBS Radio,
for a total of 175 stations. The transaction will be financed with existing bank
facilities and is subject to certain conditions, including FCC approval and
expiration of the Xxxx-Xxxxx-Xxxxxx waiting period.
American Radio Systems (ARS) is the fifth largest radio broadcasting
company in the United States with 98 radio stations (including pending
transactions) located in 19 predominately top 50 markets, including several
major markets where CBS has existing radio and television stations.
Under the terms of the definitive agreement, which was approved by the
Board of Directors of both Westinghouse and ARS, Westinghouse will acquire ARS
in a transaction in which each share of ARS common stock will have the right to
receive consideration of $44 per share in cash. Prior to this transaction, and
as a condition to consummation of the Westinghouse transaction, ARS intends to
distribute to current shareholders, through a taxable distribution, its
wholly-owned American Tower Systems subsidiary, a leading independent owner and
operator of wireless communications towers throughout the United States.
Xxxxxx X. Xxxxx, chairman and chief executive officer of American Radio
Systems, and other ARS shareholders representing a majority of ARS's voting
rights, have executed consents approving the transaction, and as such the
transaction is not subject to shareholder approval. It is expected that the
transaction will be consummated in the second quarter of 1998.
Xxx Xxxxxxxx, Chairman and Chief Executive Officer, CBS Station Group,
commented: "The acquisition of American Radio is financially and strategically
attractive for CBS. This investment will significantly strengthen CBS's position
in the fast growing radio industry. It will enable CBS Radio to expand into new
top 50 markets and increase its position in its existing major markets. American
Radio's stations are located in very attractive radio revenue growth markets
where the Company expects to further consolidate its position."
(More)
CBS/American...2
Xxxxxxxx added that consistent with the Company's past radio investments,
the acquisition of ARS is expected to be accretive to the Company's free cash
flow in its first year.
Xxxxxxx X. Xxxxxx, Chairman and Chief Executive Officer,
Westinghouse/CBS, said: "Under Xxx Xxxxxxxx'x leadership, radio has been our
fastest growing, highest cash flow business. Radio expansion has been our number
one investment priority and this acquisition is a terrific fit with our
strategy."
"We're confident that our outstanding radio management team, led by Xxx,
will produce superior value to our shareholders from the transaction," Xxxxxx
added.
Dodge said: "Exiting radio at a time when the industry has such
extraordinary promise is very difficult. However, we believe placing American
Radio in CBS's hands is the right thing to do for both shareholders and
employees. The value of the currency is clear, and Xxx Xxxxxxxx has a history of
rewarding strong performance, which our people are very capable of delivering.
From our perspective, CBS is an exciting growth company that is truly committed
to broadcasting for the long term."
Westinghouse is being advised by Chase Securities Inc. ARS's financial
advisor is Credit Suisse First Boston.
# # #
Contacts: Xxxx Xxxxxx Xxx Xxxxxxxx
Westinghouse/CBS CBS
212/000-0000 000/975-2121
Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx
American Radio Systems CBS at the NAB in New Orleans
617/000-0000 000/670-8210
