CBS Tightens Rules for Shareholder Meetings

CBS Inc., a potential takeover target, said Thursday that its board of directors had amended the company’s bylaws to restrict the conditions under which a special meeting of shareholders could be called.

CBS refused to comment on the reason for its action. But the move came after the group Fairness in Media announced last week that, although it would not mount a proxy battle at CBS’ annual shareholder meeting in Chicago on April 17, it might seek a special meeting in the future.

The group, affiliated with Sen. Jesse Helms (R-N.C.), has said it would continue its battle to gain control of CBS to end a perceived liberal bias in its news reporting.

“If the reports of the board’s vote are accurate, then, just as we expected, CBS management has little respect for the rights or interests of the stockholders of the corporation,” said Jim Cain, a spokesman for Fairness in Media in Raleigh, N.C.

CBS, which also reportedly is sought by Ted Turner, said its bylaws were amended so that a special meeting could be called only by the chairman of the board jointly with the chairman of the board’s executive committee, by vote of a majority of the directors or at the request of two directors. There are 12 members on the CBS board.

Previously, a special shareholders’ meeting could be called only if requested by 10% of the shareholders.

Meanwhile, Walter Montgomery, spokesman for American Express, said Thursday that his company wasn’t interested in acquiring CBS, as had been rumored.

Earlier in the day, General Electric refused to confirm or deny a report in the New York Times saying that it has discussed a “friendly” merger with CBS.