Docudrama at CBS has officials on the edge of their board room chairs

A viewer could tune in to the debut of ``Crime Story'' or ``Designing Women'' -- but for real drama, one need not go further than CBS Inc.'s own board room. Behind closed doors at CBS today, a board of directors' meeting could result in the ouster of current management, or it might plunge the network into a takeover battle.

Then again, it might not.

This CBS story has more plot twists than any new fall series. Last year's episodes saw North Carolina Sen. Jesse Helms, arbitrageur Ivan Boesky, and cable-TV magnate Ted Turner each taking a shot at becoming Dan Rather's boss.

In fact, that string of events put the network in its current conundrum.

To fend off Mr. Turner's advances, CBS chairman Thomas Wyman invited Laurence Tisch, head of the Loews Corporation, to join the board of directors and boost his stake in the broadcasting giant.

Mr. Tisch was seen as a friendly ``white squire.'' He would buy 25 percent of CBS's outstanding stock as ``an investment,'' thus protecting it from outside marauders.

Then CBS's ratings slipped. Advertising revenues waned. The debt incurred in battling Turner became troublesome. CBS responded by slashing costs, firing 700 people this year.

In fact, all the networks are cutting back as cable siphons off viewers and a sluggish economy has created a ``lousy advertising environment,'' notes Peter Appert, a broadcast analyst with Cyrus J. Lawrence.

Tisch is said to have become increasingly dissatisfied with CBS's management.

Last month Tisch upped his stake to nearly 25 percent, and Mr. Wyman apparently asked for a standstill agreement. Tisch refused. That ignited speculation that Tisch is much more than a passive shareholder. Two questions now hang over CBS: Will Wyman retain control? And will Tisch attempt a hostile takeover?

Wyman still has enough support on the 14-member board to retain control, according to analysts. But that could change if the financial picture deteriorates further. Newsweek reports that Wyman will present the board with more budget and staff cuts to show he is running a tight ship.

But time may favor Wyman's opponents.

The fall TV lineup is not impressive, a veteran critic says. And at the CBS annual meeting next spring, the combined shareholder votes of Tisch and former CBS chairman William S. Paley (who has an 8 percent stake) could wrest Wyman's control with a fresh set of directors.

Tisch could launch a takeover bid by selling other holdings and moving heavily into CBS. But he is not keen on running a network, says Edward J. Atorino, broadcast analyst at Smith Barney, Harris Upham & Co.

``He is a portfolio manager,'' Mr. Atorino says. ``His brother, Bob, ran the company, and he's now in Washington [serving as head of the United States Postal Service]. Larry doesn't own companies, he owns stocks. Maybe CBS is different, but I doubt it.''

There are drawbacks to a takeover gambit. Wyman sagely inserted a golden parachute into last year's proxies. If Tisch or anyone else acquires more than 25 percent of CBS's stock, Wyman can exit with $2 million, plus rights to some 60,000 CBS shares.

Wyman may also be looking for a wild card. Newsweek reported that Wyman had approached Philip Morris and Westinghouse as possible owners. But on Monday, CBS denied that either company had been solicited.

No matter what happens at today's board meeting, Atorino says, Tisch is likely to do just what one least expects him to do.

``He's very shrewd, a superb bridge player. He plays close to the vest. He plays games with Wall Street, and he's playing a beautiful card game with the board of directors.''

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