-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SWt0Gfppup2ZPfjWigwJ/BJsmr2ByUKM+7vUn+UMtGT9iyk4R3l6VVlyBkUwkXAD slWbadXSObtXC3XW4riBTA== 0000813828-06-000114.txt : 20060110 0000813828-06-000114.hdr.sgml : 20060110 20060110183142 ACCESSION NUMBER: 0000813828-06-000114 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060110 DATE AS OF CHANGE: 20060110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRISKMAN LOUIS J CENTRAL INDEX KEY: 0001288294 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09553 FILM NUMBER: 06523343 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000813828 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 042949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: VIACOM INC DATE OF NAME CHANGE: 19920703 3 1 bri38.xml X0202 3 2005-12-31 0 0000813828 CBS CORP CBS, CBS.A 0001288294 BRISKMAN LOUIS J 51 WEST 52ND STREET NEW YORK NY 10019 0 1 0 0 EVP and General Counsel CBS Class B common stock 9097 D CBS Class B common stock 1451 I By 401(k) CBS Class B common stock 2784 I By Hill's End Partners, L.P. Class B Phantom Common Stock Units CBS Class B common stock 43.0000 D Employee Stock Option (right to buy) 13.4283 2007-01-28 CBS Class B common stock 215083.0000 D Employee Stock option (right to buy) 21.5716 2008-01-26 CBS Class B common stock 124531.0000 D Employee Stock Option (right to buy) 24.7362 2009-01-26 CBS Class B common stock 138168.0000 D Employee Stock Option (right to buy) 28.9924 2009-03-31 CBS Class B common stock 1551.0000 D Employee Stock Option (right to buy) 44.1875 2010-01-25 CBS Class B common stock 207252.0000 D Employee Stock Option (right to buy) 41.0464 2010-04-01 CBS Class B common stock 1339.0000 D Employee Stock Option (right to buy) 43.3473 2011-01-31 CBS Class B common stock 89140.0000 D Employee Stock Option (right to buy) 33.8965 2011-04-01 CBS Class B common stock 1622.0000 D Employee Stock Option (right to buy) 13.4283 2007-01-28 CBS Class B common stock 5985.0000 I By Hill's End Partners, L.P. Putative Debenture CBS Class B common stock 3965.0530 D Putative Debenture CBS Class B common stock 7547.4150 D Putative Debenture CBS Class B common stock 2395.6960 D Putative Debenture CBS Class B common stock 13004.0300 D Putative Debenture CBS Class B common stock 2400.7440 D Putative Debenture CBS Class B common stock 3882.5210 D Putative Debenture CBS Class B common stock 7145.6640 D By Hill's End Partners, L.P., a family partnership. The Reporting Person disclaims beneficial ownership of the Class B common stock held by the partnership to the extent that he has no pecuniary interest. Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Issuer's Excess 401(k) Plan for Designated Senior Executives. Each CBS Corporation Class A Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class A common stock and each CBS Corporation Class B Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class B common stock. Right to buy under Issuer's long term incentive plan. Current. The Putative Debentures reflect deferral of an award under the Issuer's annual performance plan or long term incentive plan. Putative Debentures convert to shares (if in the money) and are paid in a lump sum or installments following termination of service. A tax-withholding feature is associated with the Putative Debentures. The conversion rate is 10.1408 shares per $100 debenture. The conversion rate is 9.7386 shares per $100 debenture. The conversion rate is 9.7386 shares per $100 debenture. The conversion rate is 10.0031 shares per $100 debenture. The conversion rate is 10.0031 shares per $100 debenture. The conversion rate is 6.9084 shares per $100 debenture. The conversion rate is 7.4434 shares per $100 debenture. /s/ Briskman, Louis J. 2006-01-10 EX-24 2 briskmanpoa.txt POWER OF ATTORNEY POWER OF ATTORNEY The undersigned hereby constitutes and appoints Angeline C. Straka as the undersigned's true and lawful attorney-in-fact to execute and file for and on behalf of the undersigned (i) any reports on Forms 3, 4 and 5 (including any amendments thereto and any successors to such Forms) with respect to ownership of securities of CBS Corporation, formerly known as Viacom Inc. (the "Company"), that the undersigned may be required to file with the U.S. Securities and Exchange Commission in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and (ii) any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to file such reports electronically. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. This Power of Attorney revokes and replaces any prior Power of Attorney executed by the undersigned with respect to the ownership of securities of the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of December, 2005. Signature: /s/ Louis J. Briskman Print: Louis J. Briskman -----END PRIVACY-ENHANCED MESSAGE-----