00-9966. In the Matter of CBS Corporation (Test Reactor at Waltz Mill, PA); Order Approving Transfer of License and Conforming Amendment

I

The CBS Corporation (CBS) is the owner of the Test Reactor located near Waltz Mill in Westmoreland County, Pennsylvania, and is authorized to possess the facility as reflected in License No. TR-2. The facility is presently being decommissioned in accordance with a decommissioning plan approved by the Nuclear Regulatory Commission (NRC or the Commission). The NRC issued Operating License No. TR-2 on June 19, 1959, to the Westinghouse Electric Corporation pursuant to Part 50 of Title 10 of the Code of Federal Regulations (10 CFR Part 50). The license was amended on March 25, 1963, to authorize the licensee to possess but not operate the reactor. The license was amended on July 31, 1998, and March 25, 1999, to reflect the change in the legal name of the licensee for the Test Reactor from the Westinghouse Electric Corporation to the CBS Corporation. The license was further amended on September 30, 1998, to approve the decommissioning of the reactor.

II

Under cover of a letter dated February 14, 2000, CBS submitted an application to transfer the TR-2 license from CBS Corporation to Viacom Inc. (Viacom). This application was supplemented on March 8 and 25, 2000 (collectively referred to herein as “the application”). According to the application, CBS has entered into an Agreement and Plan of Merger with Viacom under which CBS will merge with and into Viacom (the “Merger”). The existing TR-2 license held by CBS will be transferred to and retained by Viacom, and Viacom will have responsibility to decommission the facility and terminate the license. The application asserts that the proposed transfer will not involve any change in the operating organization, location, facilities, equipment, or procedures related to or personnel responsible for the licensed activities. In addition, there will be no effective change in the personnel who are responsible for completion of the decommissioning effort as described in the TR-2 Decommissioning Plan.

The application also sought the approval of a conforming amendment. The conforming amendment would remove references to CBS from the facility license and replace them with references to Viacom, and make other miscellaneous administrative changes, as appropriate, to reflect the transfer of the license.

Approval of the transfer and conforming license amendment was requested pursuant to 10 CFR 50.80 and 10 CFR 50.90. Notice of the application for approval and an opportunity for a hearing was published in the Federal Register on February 29, 2000 (65 FR 10841). A supplemental notice was published on March 7, 2000 (65 FR 12040). No hearing requests or written comments were filed.

Under 10 CFR 50.80, no license for a production or utilization facility, or any right thereunder, shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission shall give its consent in writing. Upon review of the information in the application and other information before the Commission, the NRC staff has determined that Viacom is qualified to hold the license, and that the transfer of the license to Viacom is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission. The NRC staff has further found that the application for the proposed license amendment complies with the standards and requirements of the Atomic Energy Act of 1954, as amended, and the Commission's rules and regulations set forth in 10 CFR Chapter I; the facility will be possessed in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; there is reasonable assurance that the activities authorized by the proposed license amendment can be conducted without endangering the health and safety of the public and that such activities will be conducted in compliance with the Commission's regulations; the issuance of the proposed license amendment will not be inimical to the common defense and security or to the health and safety of the public; and the issuance of the proposed amendment will be in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied. The foregoing findings are supported by a Safety Evaluation dated April 13, 2000.

III

Accordingly, It Is Hereby Ordered that the transfer of the license as described herein to Viacom is approved, subject to the following condition:

After receipt of all required regulatory approvals of the merger between CBS and Viacom, CBS shall inform the Director, Office of Nuclear Reactor Regulation, in writing of such receipt, and of the date of the closing of the merger no later than five business days prior to the date of closing. Should the transfer of the license not be completed by March 30, 2001, this Order shall become null and void, provided, however, on written application and for good cause shown, such date may in writing be extended.

It Is Further Ordered that, consistent with 10 CFR 2.1315(b), a license amendment that makes changes, as indicated in Enclosure 2 to the cover letter forwarding this Order, to conform the license to reflect the transfer is approved. The amendment shall be issued and made effective at the time the proposed license transfer is completed.

This Order is effective upon issuance.

For further details with respect to this Order, see the initial application dated February 14, 2000, and supplements thereto dated March 8 and 25, 2000, and the safety evaluation dated April 13, 2000, which are available for public inspection at the NRC's Public Document Room, the Gelman Building, 2120 L Street, NW, Washington, DC. Publicly available records will be accessible electronically from the ADAMS Public Library component on the NRC Web Site, http://www.nrc.gov (the Electronic Reading Room).

Dated at Rockville, Maryland, this 13th day of April 2000.

For the Nuclear Regulatory Commission.

David B. Matthews,

Director, Division of Regulatory Improvement Programs, Office of Nuclear Reactor Regulation.