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Company Town : CBS Revises Its Buyback Offer to Include Fewer Shares From Loews : Television: Network cites tax reasons. Move could boost Chairman Laurence A. Tisch’s stake in the company.

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TIMES STAFF WRITER

CBS Inc. on Monday revised its $1.1-billion offer to buy back 23% of its shares in a move that could boost Chairman Laurence A. Tisch’s stake in the company.

Citing tax reasons, CBS said Tisch’s Loews Corp., which controls about 19.5% of the network, will tender only 2 million of the 3 million shares it owns. Previously, Loews said it would tender its entire stake.

The CBS self-tender offer, announced earlier this month after the proposed merger between CBS and QVC Inc. collapsed, calls for CBS to pay $325 a share for up to 3.5 million shares, or nearly 23%, of its common stock. The revised tender offer, which commenced Monday, is scheduled to expire Aug. 22.

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As a result of the original self-tender, Tisch, who is CBS’ largest shareholder, would have realized a cash payout of $220 million. Analysts saw the move as both a way for Tisch to take money out of the company and a way to prevent the stock from falling in the wake of the busted deal with QVC.

Should Loews tender less than its 3 million shares, its ownership stake in CBS “may increase a small percentage,” the company said. It would also mean that Tisch’s payout could be cut by more than $70 million.

Analysts said the revised tender offer has not changed the overall impression that Tisch, despite repeated public statements to the contrary, may not be in CBS for the long term. “To me it just signals that Loews is selling no matter what,” said Jessica Reif, an analyst with Oppenheimer & Co.

In an attempt to quash speculation that he wanted to sell CBS, Tisch last week went to Los Angeles for a rare meeting with TV critics to again say he was sticking with the network.

“I’m just tired of the rumors,” an exasperated Tisch told the critics.

Still, many analysts and observers think that by briefly agreeing to merge with QVC, Tisch has put a “for sale” sign on CBS. Tisch backed away from the QVC deal earlier this month after cable’s Comcast Corp. made a higher bid for the home shopping network.

Analysts have since speculated over several possible CBS bidders, including Walt Disney Co., cable magnate Ted Turner and QVC Chairman Barry Diller, with fresh financing. Of those, Turner has attracted the most attention recently.

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The board of Turner Broadcasting System is expected to discuss the possibility of making a bid for CBS during its meeting today in St. Petersburg, Russia, where TBS is holding the Goodwill Games. Turner, however, faces opposition from two of its shareholders, Time Warner and Tele-Communications Inc., in any such bid.

Remarkably, given the turmoil at CBS over the last few weeks, the network has been able to move ahead to try to repair the damage caused earlier this year when eight of its affiliates defected to Fox.

Most significantly, CBS concluded a deal to lure several Westinghouse Broadcasting-owned affiliates. Although CBS will have to sell a TV station it owns in Philadelphia as part of the arrangement, the network is already in discussions with Fox to swap its Philadelphia station for Fox-owned stations in Atlanta and Dallas.

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