-----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, OuUz1vymtz8Xl0GtZAFdGCFJR3vcVJoL4dBw13Zp5g2c+lX8h7QJawbsvKvtFSTH bbcx0JnycBiob6R6PY7yKg== 0000909518-95-000273.txt : 19951127 0000909518-95-000273.hdr.sgml : 19951127 ACCESSION NUMBER: 0000909518-95-000273 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951124 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951124 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00977 FILM NUMBER: 95596235 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 8-K 1 CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------- Date of Report (Date of Earliest Event Reported): November 24, 1995 WESTINGHOUSE ELECTRIC CORPORATION - --------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Pennsylvania - --------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-977 25-0877540 - ------------------------------ ------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) Westinghouse Bldg; 11 Stanwix St., Pittsburgh, PA 15222-1384 - --------------------------------------------- -------------------- (Address of Principal Executive Offices) (Zip Code) (412) 244-2000 - --------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - --------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Page 1 of 5 Pages Exhibit Index on Page 4 Item 5. Other Events ------------ On November 24, 1995, the registrant issued a press release announcing the completion of the acquisition of CBS Inc., a copy of which is attached hereto as Exhibit 99 and is incorporated herein in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and --------------------------------------------------------- Exhibits -------- (a) Financial statements of businesses acquired Audited Financial Statements as of December 31, 1994, 1993 and 1992 and for the years then ended: The financial statements, together with the report thereon of Coopers & Lybrand L.L.P. dated February 8, 1995, appearing on pages 25 to 42 of the CBS Inc. 1994 Annual Report on Form 10-K filed on March 15, 1995 are incorporated by reference in this Form 8-K. Financial Statements as of September 30, 1995, December 31, 1994 and September 30, 1994 and for the three and nine month periods ended September 30, 1995 and 1994: The financial statements appearing on pages 2 through 9 of the CBS Inc. Form 10-Q for the quarter ended September 30, 1995 filed on November 2, 1995 are incorporated by reference in this Form 8-K. (b) Pro Forma Financial Information It is impractical at this time to provide the pro forma financial information required under this item for the acquisition of CBS Inc. This information will be filed by an amendment as soon as practicable, but no later than February 7, 1996. (c) Exhibits A press release announcing the completion of the acquisition of CBS Inc. is filed as Exhibit 99 to this Report. Page 2 of 5 Pages SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WESTINGHOUSE ELECTRIC CORPORATION (Registrant) By:/s/ Fredric G. Reynolds -------------------------------- Fredric G. Reynolds Executive Vice President and Chief Financial Officer Date: November 24, 1995 Page 3 of 5 Pages EXHIBIT INDEX Exhibit No. Description Sequential Page No. 99 Press release announcing 5 the completion of the acquisition of CBS Inc. Page 4 of 5 Pages NYFS07...:\58\80758\0080\6637\EDGN225V.030 EX-99 2 PRESS RELEASE Exhibit 99 WESTINGHOUSE COMPLETES ACQUISITION OF CBS INC. NEW YORK, Nov. 24 /PRNewswire/ -- Westinghouse Electric Corporation (NYSE: WX) and CBS Inc. (NYSE: CBS) today announced the completion of the acquisition of CBS and the merger of CBS with Westinghouse's Group W broadcasting operations, to be called CBS Inc. CBS Inc. is now a wholly-owned subsidiary of Westinghouse. The new broadcasting enterprise is the nation's largest television and radio broadcaster. Each outstanding share of CBS Common Stock (par value of $2.50 per share) was converted in the merger into the right to receive $82.065 in cash. Chemical Mellon Shareholders Services, L.L.C. has been retained by Westinghouse to serve as Paying Agent. Letters of Transmittal, together with instructions for their use, are expected to be provided promptly to CBS shareholders so that they may receive the merger consideration. Westinghouse Electric Corporation is a multi-industry company headquartered in Pittsburgh, PA. CBS Inc. will maintain its headquarters in New York City. /CONTACT: Mimi Limbach, 202-364-3808, or Gil Schwartz, 914-654- 0521, both of Westinghouse/ Page 5 of 5 Pages NYFS07...:\54\80754\0080\2150\RIDN245K.070 -----END PRIVACY-ENHANCED MESSAGE-----