UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*



CBS Corporation

(Name of Issuer)

 

Class A Common Stock, par value $.001 per share

(Title of Class of Securities)

 

124857103

(CUSIP Number)

 

 

December 31, 2018
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

CUSIP No.  124857103
 SCHEDULE 13G/A
Page 2 of 11 Pages

 

         
1
NAME OF REPORTING PERSONS
 
GRUSS DV MASTER FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS EXEMPTED COMPANY
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
OO

This Amendment No. 5 constitutes an exit filing for the Reporting Persons as the Reporting Persons own less than five percent (5%) of the Common Shares of issuer.

 
 

CUSIP No.  124857103
 SCHEDULE 13G/A
Page 3 of 11 Pages

 

         
1
NAME OF REPORTING PERSONS
 
GRUSS CAPITAL MANAGEMENT LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE LIMITED PARTNERSHIP
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
IA

This Amendment No. 5 constitutes an exit filing for the Reporting Persons as the Reporting Persons own less than five percent (5%) of the Common Shares of issuer.

 
 

CUSIP No.  124857103
 SCHEDULE 13G/A
Page 4 of 11 Pages

 

         
1
NAME OF REPORTING PERSONS
 
GRUSS MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE LIMITED LIABILITY COMPANY
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
OO

This Amendment No. 5 constitutes an exit filing for the Reporting Persons as the Reporting Persons own less than five percent (5%) of the Common Shares of issuer.

 
 

CUSIP No.  124857103
 SCHEDULE 13G/A
Page 5 of 11 Pages

 

         
1
NAME OF REPORTING PERSONS
 
SEAN DANY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
IN

This Amendment No. 5 constitutes an exit filing for the Reporting Persons as the Reporting Persons own less than five percent (5%) of the Common Shares of issuer.

 
 

 

CUSIP No.  124857103
 SCHEDULE 13G/A
Page 6 of 11 Pages

 

Item 1.(a) Name of Issuer

CBS Corporation

(b) Address of Issuer’s Principal Executive Offices

51 West 52nd Street, New York, New York 10019

Item 2.(a) Name of Person Filing

(i) Gruss Capital Management LP, a Delaware limited partnership ("Gruss LP"), which serves as the investment manager to Gruss DV Master Fund, Ltd. ("GDVMF"), f.k.a., Gruss Global Investors Master Fund (Enhanced), Ltd.;

(ii) Gruss Management, LLC, a Delaware limited liability company ("Gruss"), which serves as the general partner to Gruss LP;

(iii) GDVMF, a Cayman Islands Exempted Company; and

(iv) Sean Dany, managing member and principal owner of Gruss.

(b) Address of Principal Business Office, or, if none, Residence

510 Madison Avenue, 10th Floor, New York, NY 10022

(c) Citizenship

Gruss Capital Management LP: Delaware Limited Partnership

Gruss Management, LLC: Delaware Limited Liability Company

Gruss DV Master Fund, Ltd.: Cayman Islands Exempted Company

Sean Dany: USA

 

 (d) Title of Class of Securities

Class A Common Stock, par value $.001 per share

 (e) CUSIP No.:

124857103

 

 

CUSIP No.  124857103
 SCHEDULE 13G/A
Page 7 of 11 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

 
 

 

CUSIP No. 124857103
 SCHEDULE 13G/A
Page 8 of 11 Pages

 

 

Item 4. Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

Gruss DV Master Fund, Ltd.: 0

Gruss Capital Management LP: 0

Gruss Management, LLC: 0

Sean Dany: 0

 

(b) Percent of class:

Gruss DV Master Fund, Ltd.: 0.0%

Gruss Capital Management LP: 0.0%

Gruss Management, LLC: 0.0%

Sean Dany: 0.0%

 

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

Gruss DV Master Fund, Ltd.: 0

Gruss Capital Management LP: 0

Gruss Management, LLC: 0

Sean Dany: 0

(ii) Shared power to vote or to direct the vote:

Gruss DV Master Fund, Ltd.: 0

Gruss Capital Management LP: 0

Gruss Management, LLC: 0

Sean Dany: 0 

(iii) Sole power to dispose or to direct the disposition of:

Gruss DV Master Fund, Ltd.: 0

Gruss Capital Management LP: 0

Gruss Management, LLC: 0

Sean Dany: 0 

(iv) Shared power to dispose or to direct the disposition of:

Gruss DV Master Fund, Ltd.: 0

Gruss Capital Management LP: 0

Gruss Management, LLC: 0

Sean Dany: 0

 

 

CUSIP No. 124857103
 SCHEDULE 13G/A
Page 9 of 11 Pages

 

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [x].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

Item 9. Notice of Dissolution of Group

 

Not Applicable

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
CUSIP No.  124857103
 SCHEDULE 13G/A
Page 10 of 11 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 12, 2019

 

 

  Gruss Management, LLC
       
  By:   /s/ Howard Guberman
    Name:  Howard Guberman
    Title:  Managing Member

 

  Gruss Capital Management LP
  By: Gruss Management, LLC, its General Partner
       
  By:   /s/ Howard Guberman
    Name:  Howard Guberman
    Title:  Managing Member

 

  Gruss DV Master Fund, Ltd.
  By: Gruss Capital Management, LP, its Investment Manager
  By: Gruss Management, LLC, its General Partner
       
  By:   /s/ Howard Guberman
    Name:  Howard Guberman
    Title:  Managing Member

 

  Sean Dany
       
  By:   /s/ Sean Dany
    Name:  Sean Dany
    Title:  Managing Member, Gruss Management, LLC
 
 
CUSIP No.  124857103
 SCHEDULE 13G/A
Page 11 of 11 Pages

 

 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: February 12, 2019

 

 

  Gruss Management, LLC
       
  By:   /s/ Howard Guberman
    Name:  Howard Guberman
    Title:  Managing Member

 

  Gruss Capital Management LP
  By: Gruss Management, LLC, its General Partner
       
  By:   /s/ Howard Guberman
    Name:  Howard Guberman
    Title:  Managing Member

 

  Gruss DV Master Fund, Ltd.
  By: Gruss Capital Management, LP, its Investment Manager
  By: Gruss Management, LLC, its General Partner
       
  By:   /s/ Howard Guberman
    Name:  Howard Guberman
    Title:  Managing Member

 

  Sean Dany
       
  By:   /s/ Sean Dany
    Name:  Sean Dany
    Title:  Managing Member, Gruss Management, LLC