-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F2fEeBz7douxJVdEkTn8t9zvGRSP15CnbLlVQtEVQWv9YFOXRnn2+VUkqP1c2KGD /P7wBDCvqTjSGLEVrGtWOQ== 0000106413-95-000005.txt : 19960419 0000106413-95-000005.hdr.sgml : 19960419 ACCESSION NUMBER: 0000106413-95-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950629 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: 3585 IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33345 FILM NUMBER: 95550849 BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: 3585 IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 SC 13D 1 United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Micros Systems, Inc. - - ------------------------------------------------------------------------ (Name of Issuer) Common Stock Par Value $0.025 Per Share - - ------------------------------------------------------------------------ (Title of Class of Securities) 594901100 ---------------------------------------- (CUSIP Number) James M. Plasynski, Assistant General Counsel, Westinghouse Electric Corporation, Westinghouse Building, 11 Stanwix Street, Pittsburgh, PA 15222 - - ------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 19, 1995 ---------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box _. Check the following box if a fee is being paid with the statement ___. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). Schedule 13D CUSIP No. 594901100 ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westinghouse Electric Corporation 25-0877540 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b)__ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC (see Amended Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) __ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated in Pennsylvania NUMBER OF 7 SOLE VOTING POWER SHARES 0 (see Amended Item 5) BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 (see Amended Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,849,123 (see Amended Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.8% (calculated based on the number of shares outstanding as of March 31, 1995) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Schedule 13D CUSIP No. 594901100 ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westinghouse Holdings Corporation 25-1638829 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b)__ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC (see Amended Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) __ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated in Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 4,849,123 (see Amended Item 5) BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 4,849,123 (see Amended Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,849,123 (see Amended Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.8% (calculated based on the number of shares outstanding as of March 31, 1995) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. The Schedule 13D filed on October 30, 1989 by Westinghouse Electric Corporation ("Westinghouse"), as amended, is hereby further amended by this Amendment No. 5 as follows: 1. Item 2 is amended to report that on June 19, 1995, Westinghouse made a capital contribution of all of its 4,849,123 shares of Common Stock of Micros to Westinghouse Holdings Corporation ("WHC"), a Delaware corporation and a wholly owned subsidiary of Westinghouse. WHC's principal business is to be a holding company for certain of the businesses and interests of Westinghouse. The address of its principal business and its principal office is 314 West 90th Street, Minneapolis, Minnesota 55420. Schedule I of Item 2 is amended by substituting therefor the attached Schedule I, which is a list of the directors and executive officers of WHC and Westinghouse, setting forth the following information with respect to each such person: (i) name, (ii) business address and (iii) present principal occupation or employment and the name and address of any corporation or other organization in which such employment is conducted. Except for Robert E. Cawthorn, who is a British citizen, each person identified in Schedule I hereto is a United States citizen. Item 2 is further amended to report that during the last five years, none of WHC, Westinghouse, or, to the best of WHC's or Westinghouse's knowledge, any person identified in Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been subject to a judgment, decree or final order of a judicial or administrative body of competent jurisdiction enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 2. Item 3 is amended to report that WHC acquired the shares of Common Stock as a result of a capital contribution from Westinghouse. 3. Item 4 is amended to report that Micros has registered the shares of Common Stock owned by WHC under the Securities Act of 1933 so that WHC can sell such shares to or through underwriters, through one or more agents or dealers or directly to purchasers. Although WHC presently intends to sell such shares, there can be no assurance as to when or how WHC will proceed with such a sale or that it will effect a sale of any of its shares in any manner. 4. Item 5 is amended to report that effective June 19, 1995, WHC beneficially owned an aggregate of 4,849,123 shares of Common Stock and Westinghouse indirectly beneficially owned an aggregate of 4,849,123 shares of Common Stock by virtue of its sole ownership of WHC. Based on the 7,848,761 shares of Common Stock outstanding as of March 31, 1995, as reported by Micros in its Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 1995, WHC and Westinghouse were the beneficial owners of approximately 62% of the outstanding shares of Common Stock. WHC has the power to vote or to direct the vote and to dispose or to direct the disposition of 4,849,123 shares of Common Stock. Item 5 is also amended to report that to the best of WHC's and Westinghouse's knowledge, no person identified in Schedule I hereto, beneficially owns any shares of Common Stock. Item 5 is further amended to report that except as described in Item 2, no transactions in shares of Common Stock have been effected during the past sixty days by WHC, Westinghouse or, to the best of WHC's or Westinghouse's knowledge, any person identified in Schedule I hereto. 5. Item 6 is amended to report that WHC is a wholly owned subsidiary of Westinghouse. 6. Any information previously included in the Schedule 13D, as amended, and not revised or modified as described in this Amendment No. 5 remains unchanged. Signature ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 5 is true, complete and correct. Dated: June 29, 1995 WESTINGHOUSE ELECTRIC CORPORATION By: /s/ Fredric G. Reynolds ______________________________ Fredric G. Reynolds Executive Vice President and Chief Financial Officer Signature ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 5 is true, complete and correct. Dated: June 29, 1995 WESTINGHOUSE HOLDINGS CORPORATION By: /s/ James G. Kosloff _____________________________ James G. Kosloff Vice President Schedule I ---------- Name, business address and present principal occupation or employment of the directors and executive officers of Westinghouse Holdings Corporation: ----------------------------------- Directors --------- Present Principal Occupation and Name, Business Address Address of Employment - - ---------------------- --------------------------------- T. F. Catania Vice President & Treasurer Thermo King Corporation Thermo King Corporation 314 West 90th Street 314 West 90th Street Minneapolis, MN 55420 Minneapolis, MN 55420 A. W. Frisch Vice President & General Tax Westinghouse Electric Corporation Counsel 11 Stanwix Street Westinghouse Electric Corporation Pittsburgh, PA 15222 11 Stanwix Street Pittsburgh, PA 15222 Fredric G. Reynolds Executive Vice President & Westinghouse Electric Corporation Chief Financial Officer 11 Stanwix Street Westinghouse Electric Corporation Pittsburgh, PA 15222 11 Stanwix Street Pittsburgh, PA 15222 Executive Officers ------------------ Present Principal Occupation and Name, Business Address Address of Employment - - ---------------------- --------------------------------- T. F. Catania Vice President & Treasurer President, Westinghouse Holdings Thermo King Corporation Corporation 314 West 90th Street 314 West 90th Street Minneapolis, MN 55420 Minneapolis, MN 55420 J. G. Kosloff Director, Risk Management Vice President, Westinghouse Westinghouse Electric Corporation Holdings Corporation 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 C. E. Morf Vice President & Treasurer Treasurer, Westinghouse Westinghouse Electric Corporation Holdings Corporation 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 M. E. Roberts Treasury Manager Vice President, Westinghouse Thermo King Corporation Holdings Corporation 314 West 90th Street 314 West 90th Street Minneapolis, MN 55420 Minneapolis, MN 55420 Name, business address, and present principal occupation or employment of the directors and executive officers of Westinghouse Electric Corporation: ------------------------------------ Directors --------- Present Principal Occupation and Name, Business Address Address of Employment - - ---------------------- --------------------------------- Frank C. Carlucci Chairman The Carlyle Group The Carlyle Group 1001 Pennsylvania Avenue, N.W. 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Washington, DC 20004-2505 Robert E. Cawthorn Chairman Rhone-Poulenc Lorer, Inc. Rhone-Poulenc Lorer, Inc. 500 Arcola Road 500 Arcola Road Collegeville, PA 19426 Collegeville, PA 19426 Gary M. Clark President Westinghouse Electric Corporation Westinghouse Electric Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 George H. Conrades President and Chief Executive Bolt Beranek & Newman Inc. Officer 150 Cambridge Park Drive Bolt Beranek & Newman Inc. Cambridge, MA 02140 150 Cambridge Park Drive Cambridge, MA 02140 William H. Gray III President and Chief Executive United Negro College Fund, Inc. Officer 8260 Willow Oaks Corporate Drive United Negro College Fund, Inc. P.O. Box 10444 8260 Willow Oaks Corporate Drive Fairfax, VA 22031 P. O. Box 10444 Fairfax, VA 22031 Michael H. Jordan Chairman and Chief Executive Westinghouse Electric Corporation Officer Westinghouse Building Westinghouse Electric Corporation 11 Stanwix Street Westinghouse Building Pittsburgh, PA 15222 11 Stanwix Street Pittsburgh, PA 15222 David T. McLaughlin Chairman and Chief Executive The Aspen Institute Officer Carmichael Road The Aspen Institute Queenstown, MD 21658 Carmichael Road Queenstown, MD 21658 Directors (cont.) --------- Present Principal Occupation and Name, Business Address Address of Employment - - ---------------------- --------------------------------- Richard M. Morrow Retired Chairman and AMOCO Corporation Chief Executive Officer 200 E. Randolph Drive AMOCO Corporation Chicago, IL 60601-7125 200 E. Randolph Drive Chicago, IL 60601 Richard R. Pivirotto President Richard R. Pivirotto Co., Inc. Richard R. Pivirotto Co., Inc. 111 Clapboard Ridge Road 111 Clapboard Ridge Road Greenwich, CT 06830 Greenwich, CT 06830 Paula Stern President The Stern Group, Inc. The Stern Group, Inc. 3314 Ross Place, N.W. 3314 Ross Place, N.W. Washington, DC 20008 Washington, DC 20008 Robert D. Walter Chairman and Chief Executive Cardinal Health, Inc. Officer 655 Metro Place South Cardinal Health, Inc. Suite 925 655 Metro Place South Dublin, OH 43017 Suite 925 Dublin, OH 43017 Executive Officers ------------------ Present Principal Occupation and Name, Business Address Address of Employment - - ---------------------- --------------------------------- Michael H. Jordan Chairman and Chief Executive Westinghouse Electric Corporation Officer Westinghouse Building Westinghouse Electric Corporation 11 Stanwix Street Westinghouse Building Pittsburgh, PA 15222 11 Stanwix Street Pittsburgh, PA 15222 Gary M. Clark President Westinghouse Electric Corporation Westinghouse Electric Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 Frank R. Bakos President - Power Generation Westinghouse Electric Corporation Westinghouse Electric Corporation The Quadrangle The Quadrangle 4400 Alafaya Trail 4400 Alafaya Trail Orlando, FL 32826-2399 Orlando, FL 32826-2399 Louis J. Briskman Senior Vice President and Westinghouse Electric Corporation General Counsel Westinghouse Building Westinghouse Electric Corporation 11 Stanwix Street Westinghouse Building Pittsburgh, PA 15222 11 Stanwix Street Pittsburgh, PA 15222 Francis J. Harvey President - Electronic Systems Westinghouse Electric Corporation Westinghouse Electric Corporation P.O. Box 1693, M.S. A500 P.O. Box 1693, M.S. A500 Baltimore, MD 21203 Baltimore, MD 21203 W. C. Bill Korn Chairman and Chief Executive Westinghouse Broadcasting Company Officer - Westinghouse 200 Park Avenue Broadcasting Company New York, NY 10166 Westinghouse Broadcasting Company 200 Park Avenue New York, NY 10166 Richard A. Linder Chairman - Electronic Systems Westinghouse Electric Corporation Westinghouse Electric Corporation P. O. Box 1693, Mail Stop A500 P. O. Box 1693, Mail Stop A500 Baltimore, MD 21203 Baltimore, MD 21203 James S. Moore President - Westinghouse Westinghouse Electric Corporation Government & Environmental Westinghouse Building Services Co. 11 Stanwix Street Westinghouse Electric Corporation Pittsburgh, PA 15222 Westinghouse Building 11 Stanwix Street Pittsburgh, PA 15222 Executive Officers (con't.) ------------------ Fredric G. Reynolds Executive Vice President Westinghouse Electric Corporation and Chief Financial Officer Westinghouse Building Westinghouse Electric Corporation 11 Stanwix Street Westinghouse Building Pittsburgh, PA 15222 11 Stanwix Street Pittsburgh, PA 15222 Louis J. Valerio Vice President and Controller Westinghouse Electric Corporation Westinghouse Electric Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 James F. Watson, Jr. President - Thermo King Thermo King Corporation Thermo King Corporation 314 W. 90th Street 314 W. 90th Street Minneapolis, MN 55420 Minneapolis, MN 55420 Nathaniel D. Woodson President - Energy Systems Westinghouse Electric Corporation Westinghouse Electric Corporation Energy Center Energy Center 4350 Northern Pike 4350 Northern Pike Monroeville, PA 15146 Monroeville, PA 15146 -----END PRIVACY-ENHANCED MESSAGE-----