Conservative Group May Seek CBS Seat

Associated Press

A conservative group, Fairness in Media, confirmed Monday that it is considering a proxy battle to get one or two seats on the board of CBS Inc.

The group, which includes Sen. Jesse Helms (R-N.C.), has urged supporters to buy CBS stock to express dissatisfaction with what it considers the liberal bias of the network's news coverage and possibly gain enough clout in the corporation to influence that coverage.

In a filing with the Securities and Exchange Commission, the group said it has entered into talks with third parties to discuss proxy solicitation or a tender offer.

Jim Cain, a founder of the group, refused to name the third party.

He said in a telephone interview from North Carolina that discussions were preliminary and that no decision had been made on specific methods of any takeover attempt or proxy fight.

He said there were no immediate plans for a leveraged buy-out.

In a leveraged buy-out, the buyer uses borrowed funds and promises lenders money from the company's profits or from the sale of some of the company's assets.

Cain said Fairness in Media was also considering trying to get stockholders to adopt one or two resolutions at a CBS stockholders meeting, although no decision has been made.

Mary Boies, vice president of corporate information for CBS Inc. in New York, said the next CBS annual meeting has not yet been announced, but that the sessions are usually in April.

In response to a question, she said a notice in last year's proxy material set a deadline of Nov. 13, 1984, for inclusion of shareholder proposals in the CBS proxy material to be mailed to all shareholders before the annual meeting.

Boies said the company had not seen the Fairness in Media document, filed at the SEC on Friday, and had no comment.

She referred a reporter to a statement issued in January which said: "CBS intends to take all appropriate steps to maintain the independence and integrity of its news organization."

Fairness in Media, based in Raleigh, N.C., was formed by Cain, Carter Wrenn and Tom Ellis.

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