Monday, Jul. 15, 1985

Upping the Ante Cbs Tops The

Throughout his three-month effort to take over CBS, Ted Turner, the owner of Cable News Network, has projected himself as a modern David battling a broadcasting Goliath. Now it appears that Turner will need more than one well- aimed rock to bring down CBS. Last week the company hurled back a tough rejoinder, offering to buy 21% of its stock for $955 million, or $150 a share. Speaking to stock analysts in a Manhattan studio where the soap opera As the World Turns used to be filmed, CBS Chairman Thomas Wyman announced that the company will give stockholders $40 a share in cash plus $110 a share in ten- year securities that pay 10.875% annual interest.

In April, Turner offered CBS shareholders a no-cash package of low-grade bonds, which he valued at $175 a share. Wall Streeters, however, estimated the Turner proposal was worth only about $130 a share. "The present Turner bid has been pre-empted," concluded Drexel Burnham Analyst John Reidy.

If successful, the stock buy-back would raise CBS's debt from last year's $386 million to $1.3 billion. The company also guaranteed it would limit its liabilities. That promise could prevent Turner from proceeding with his takeover bid, which involved a great deal of debt. In order to honor his guarantee, Wyman said, the firm would sell $300 million in assets, though any spinoffs would not take the company out of broadcasting, records or publishing. Wyman also claimed that trimming corporate fat could save $20 million annually. Said he: "There is no place (in CBS) where the Swiss watch is functioning so perfectly that there is no room for improvement."

What about Ted Turner? The colorful entrepreneur was undeterred. "We believe that our offer . . . is far more attractive . . . and we intend to pursue it vigorously," said a Turner Broadcasting System statement. On Friday Turner asked the Federal Communications Commission to speed up consideration of his takeover bid so that CBS shareholders could vote on it simultaneously with the company's offer.

Some observers are skeptical of Turner's chances of topping the CBS offer. In addition, he could be stymied by a New York State bill against hostile takeovers. The legislature has passed the measure, and Governor Mario Cuomo is due to act on it by the end of this month.

Meanwhile, the happiest people on Wall Street are CBS shareholders. Reason: stock that the company is now offering to buy back at $150 a share was selling in March for just $82.38.