Company Name: CBS Corp. (Recon.)
Public Availability Date: May 14, 2007
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
April 12, 2007
Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: CBS Corporation Shareholder Proposal
Ladies and Gentlemen:
I am writing this letter in opposition to the March 29, 2007 letter from Ms.
Angeline C. Straka, Senior Vice President of CBS Corporation.
I request that my Shareholder Proposal, copies of which have been provided to
your office by CBS Corporation, be permitted to be included in the Company's
proxy statement for the Company's 2007 Annual Meeting of Shareholders.
My proposal was delivered to CBS Corporation before the exact date and place of
the 2007 Annual Meeting was decided. There is ample time to include it in the
proxy statement, as the notice has not been sent for printing for delivery to
the shareholders.
The date included in the CBS Company's 2006 notice of Annual Meeting included a
false and arbitrary deadline that was meant to hinder Shareholder rights. The
date has no relation to the timetable for the printing and delivery of the 2007
Notice of Shareholders Annual Meeting.
I respectfully request that the staff of the Division of Corporation Finance of
the Securities and Exchange Commission not exclude my proposal from the 2007 CBS
Notice of Annual Meeting.
Respectfully submitted,
/s/
Richard Allen
Shareholder
RA:lb
cc: Angeline C. Straka, Senior Vice President
Louis J. Briskman
Kimberly Pittman
[INQUIRY LETTER]
BY FACSIMILE AND OVERNIGHT DELIVERY
April 13, 2007
Office of the Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, NE
Washington D.C. 20549
Re: CBS Corporation Shareholder Proposal
Ladies and Gentlemen:
On behalf of CBS Corporation (the "Company"), I am writing to reply to the
letter dated April 12, 2007 submitted by Richard Allen (the "Proponent") to the
staff of the Division of Corporation Finance (the "Staff") of the Securities and
Exchange Commission (the "Commission"), a copy of which is attached hereto as
Exhibit A. The Proponent's letter is in response to the Company's letter to the
Staff dated March 29, 2007 (a copy of which was sent on the same date to the
Proponent) seeking to exclude the Proponent's proposal from the Company's proxy
materials for its 2007 Annual Meeting. The Proponent's proposal concerns certain
alleged practices at one of the Company's subsidiaries.
The Proposal Was Not Timely Submitted
Contrary to the claims made in the Proponent's letter, the Company did not fix a
"false and arbitrary deadline" for shareholders to submit shareholder proposals.
Rather, the Company calculated the deadline for receipt of shareholder proposals
with respect to its 2007 Annual Meeting pursuant to Rule 14a-8(e)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and published
such deadline in its proxy statement filed with the Commission and distributed
to shareholders in connection with its 2006 Annual Meeting in accordance with
Rule 14a-5(e)(1) of the Exchange Act. Therefore, the CBS shareholders had notice
of the deadline as early as April 2006. As discussed in our letter to the Staff
dated March 29, 2007, the Proponent did not submit his proposal to the Company
until March 19, 2007, months after the published deadline of December 15, 2006.
Moreover, the method for determining the deadline as established by the rules
and regulations of the Commission is applicable to all public companies and has
no relation to a specific company's timetable for the printing and delivery of
its proxy statement.
Request
As set forth in our letter to the Staff dated March 29, 2007, we again
respectfully request that the Staff not recommend any enforcement action as a
result of the Company's exclusion of the proposal from its 2007 proxy materials,
which were filed with the Commission earlier today.
As required by Rule 14a-8(j), six copies of this letter are enclosed herewith
and a copy of this letter is simultaneously being sent to the Proponent. If you
have any questions or if the Staff is unable to concur with our conclusions
without additional information or discussion, we respectfully request the
opportunity to confer with members of the Staff prior to the issuance of a
written response to this letter. Please do not hesitate to contact the
undersigned at (212) 975-5889. Thank you for your consideration.
Very truly yours,
/s/
Angeline C. Straka
cc: Mr. Richard Allen
Louis J. Briskman (CBS Corporation)
Executive Vice President and General Counsel
[INQUIRY LETTER]
April 12, 2007
Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: CBS Corporation Shareholder Proposal
Ladies and Gentlemen:
I am writing this letter in opposition to the March 29, 2007 letter from Ms.
Angeline C. Straka, Senior Vice President of CBS Corporation.
I request that my Shareholder Proposal, copies of which have been provided to
your office by CBS Corporation, be permitted to be included in the Company's
proxy statement for the Company's 2007 Annual Meeting of Shareholders.
My proposal was delivered to CBS Corporation before the exact date and place of
the 2007 Annual Meeting was decided. There is ample time to include it in the
proxy statement, as the notice has not been sent for printing for delivery to
the shareholders.
The date included in the CBS Company's 2006 notice of Annual Meeting included a
false and arbitrary deadline that was meant to hinder Shareholder rights. The
date has no relation to the timetable for the printing and delivery of the 2007
Notice of Shareholders Annual Meeting.
I respectfully request that the staff of the Division of Corporation Finance of
the Securities and Exchange Commission not exclude my proposal from the 2007 CBS
Notice of Annual Meeting.
Respectfully submitted,
/s/
Richard Allen
Shareholder
RA:1b
cc: Angeline C. Straka, Senior Vice President
Louis J. Briskman
Kimberly Pittman
[STAFF REPLY LETTER]
May 14, 2007
Richard Allen
62 William Street - 4th Floor
New York, NY 10005
Re: CBS Corporation
Incoming letter dated April 12, 2007
Dear Mr. Allen:
This is in response to your letter dated April 12, 2007, which we received on
April 13, 2007, concerning the shareholder proposal you submitted to CBS. We
also have received a letter from CBS dated April 13, 2007. On April 12, 2007, we
issued our response expressing our informal view that CBS could exclude the
proposal from its proxy materials for its upcoming annual meeting.
We received your letter after we issued our response. After reviewing the
information contained in your letter, we find no basis to reconsider our
position.
Sincerely,
/s/
Martin P. Dunn
Deputy Director
cc: Angeline C. Straka
Senior Vice President
Deputy General Counsel and Secretary
CBS Corporation
51 West 52 Street
New York, NY 10019-6188
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