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2 DEALS IN 2 DAYS TRANSFORM TV ERA

Two networks, two deals, two days, and suddenly the broadcast television business is transformed.

On Monday, the flush, high-rolling Walt Disney Co. swoops out of nowhere and scoops up Capital Cities/ABC, a far-flung, international media empire crowned by broadcast TV's top-rated network in prime time.The price: $19 billion, the second-biggest merger in U.S. history.

Then, on Tuesday, in a much-rumored, much-reported deal, a battered Westinghouse buys CBS, a TV network running third in prime time. The price: $5.4 billion.

NBC, a subsidiary of General Electric Co., was the only network not in play, and GE has rebuffed would-be suitors by insisting on "strategic alliances" rather than an outright sale.

Disney says it will transmute into a "vertically integrated" company that makes, sells and distributes the programming of both companies. Westinghouse boasts of the "synergies" between its profitable broadcast group and CBS's.

"CBS's problems may be harder to solve than any network has faced in the past," said former NBC President Grant Tinker, who brought NBC out of third place in the 1980s. "But the deal does suggest that there is life in the old network system yet - and I agree with that."

The Westinghouse-CBS lineup of owned-and-operated TV stations would reach 33 percent of the nation, and radio stations would reach 35 percent.

"We're broadcasters," Westinghouse CEO Michael Jordan said. "We know about affiliate relationships, we know about station management and have an excellent track record in managing our station group, Group W."

CBS, still top-rated in late-night and daytime viewing, was No. 1 just a year ago. It promptly lost a dozen affiliates - and NFL broadcast rights - to Fox Broadcasting Co. But no one would claim it has gone belly-up.

"A couple of years ago, people were writing off NBC," said Steve Sternberg, a media analyst for BJK&E Media Group. "This is a really cyclical business, and it only takes one or two successes to turn a network around."

CBS might even have challenged ABC in prime time last season, had its medical drama, "Chicago Hope," become the blockbuster that NBC's "ER" became, Sternberg notes. "CBS might have been a challenger for first place this year."

With the fall season in the wings, Sternberg predicts CBS will finish the '95-96 season a much stronger third, separated from top-ranked ABC by little more than half a million households.

Hadassa Gerber, executive vice president of DeWitt Media, looks for CBS to win Sunday and Saturday nights and to close the gap behind second-place NBC.

They base their predictions on CBS's radically tweaked fall schedule, which offers 11 new shows and leaves only one night unchanged.

CBS is aggressively courting younger viewers - a stratagem Westinghouse endorses - despite its traditional appeal to an older audience less attractive to advertisers.

"They need to get younger," Sternberg said. "It's probably not going to happen overnight, but they seem to be going in the right direction."

*****

Additional Information

First the merger, then the list

David Letterman wasted no time taking aim at his new bosses, lampooning Westinghouse in his Top 10 list the same day the industrial conglomerate bought CBS.

Tuesday's "Late Show" list touted "Ways CBS Will Be Different Now that It's Owned by Westinghouse":

10. Andy Rooney is now dishwasher safe.

9. My first question for each guest will be, "So tell me about your appliances?"

8. CBS executives replaced by whole new batch of weasels.

7. CBS News to add spin cycle.

6. Thanks to advanced refrigerator technology, Ed Sullivan Theater will dip down to 4 below zero.

5. "Late Show" replaced by hourlong shot of washing machine.

4. "60 Minutes" doing a lot more investigation of that Maytag outfit.

3. I get to use slightly rewritten G.E. jokes from the late '80s.

2. Dan Rather's new co-anchor: A coffee pot.

1. Five words: "Dr. Quinn, Refrigerator Repair Woman."