Company Town : CBS Shareholders OK Sale to Westinghouse : Media: Action is among the final hurdles before completion. FCC license approval is pending.

CBS Inc. on Thursday moved a step closer to being sold to Westinghouse Electric Corp. as the network’s shareholders approved the proposed $5.4-billion sale.

The widely anticipated vote of approval left one remaining obstacle to the deal--approval of station license transfers by the Federal Communications Commission. It is unclear when the FCC will act.

CBS officers announced at a special meeting of shareholders that the deal had received more than the required two-thirds vote of CBS shares. The company later announced the vote was about 79% in favor of the deal.

Westinghouse Chairman Michael H. Jordan said in a statement after the vote that he is committed to becoming a leader in news, sports and entertainment, with CBS as “the cornerstone of a broader media organization.”

On the New York Stock Exchange, CBS was up 25 cents at $81.25 a share and Westinghouse rose .375 cents to $15.875.

During the CBS shareholder meeting that lasted about 50 minutes, CBS Chairman Laurence A. Tisch defended the sale as a fair one for CBS shareholders. He said he expected the CBS network would soon regain its lost prominence in the prime-time ratings under Westinghouse.

He also defended his decisions in the late 1980s to sell the company’s magazine and recorded music businesses in favor of focusing on the core broadcasting business.

The CBS television network, home over the decades to luminaries ranging from Jack Benny and Edward R. Murrow to David Letterman, was once known as the Tiffany network for the quality of its programming.

But its prime-time ratings have sagged in the past two seasons and it often trails even the upstart Fox network among young adult viewers.

Tisch told shareholders that he had “every confidence” that CBS management and creative teams will enable Westinghouse to regain ratings superiority “very expeditiously.”

The Pittsburgh-based broadcasting and industrial concern agreed on Aug. 1 to pay $81 a share in cash for CBS in what turned out to be a two-month whirlwind of megadeals in the media and entertainment businesses.