-----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, FGY2pJFQSVkmXmbaKwLHkMeL3H0Sc9XdNHXScElWacnbNPiHnQq0NJL3/hmAfogr Cn4EFlnBMRYAMRpKRvD1xg== 0000950123-96-007665.txt : 19970102 0000950123-96-007665.hdr.sgml : 19970102 ACCESSION NUMBER: 0000950123-96-007665 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961231 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] 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: 96688960 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 WESTINGHOUSE ELECTRIC 1 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): December 31, 1996 WESTINGHOUSE ELECTRIC CORPORATION --------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 1-977 25-0877540 - ------------------------- ---------------- ---------------------- (State or other juris- (Commission File (IRS Employer diction of incorporation) Number) Identification Number) Westinghouse Bldg.; 11 Stanwix St., Pittsburgh, PA. 15222-1384 - --------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (412) 244-2000 -------------- Page 1 of 5 Pages Exhibit Index on Page 4 2 Item 5. Other Events ------------ On December 31, 1996, the registrant issued a press release announcing the completion of the merger of R Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Westinghouse Electric Corporation ("Westinghouse"), into Infinity Broadcasting Corp., a Delaware corporation, which as a result became a wholly-owned subsidiary of Westinghouse, a copy of which is attached hereto as Exhibit 99 and is incorporated in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (a) Financial Statements of business acquired This information has been included in Westinghouse's Registration Statement on Form S-4 (No. 333-13219) dated October 22, 1996. (b) Pro Forma Financial Information This information has been included in Westinghouse's Registration Statement on Form S-4 (No. 333-13219) dated October 22, 1996. (c) Exhibits A press release issued by the registrant on December 31, 1996, is filed as Exhibit 99 to this Report. Page 2 of 5 Pages 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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: December 31, 1996 Page 3 of 5 Pages 4 EXHIBIT INDEX
Exhibit No. Description Sequential Page No. 99 A press release issued by the Company on December 31, 1996. 5
Page 4 of 5 Pages EX-99 2 WESTINGHOUSE ELECTRIC 1 EXHIBIT 99 December 31, 1996 WESTINGHOUSE/INFINITY TRANSACTION CLOSES Westinghouse Electric Corporation and Infinity Broadcasting Corporation have completed the transaction merging the two companies, it was announced by Michael Jordan, Chairman and Chief Executive Officer, Westinghouse Electric Corporation, and Mel Karmazin, President and Chief Executive Officer, Infinity Broadcasting Corporation. Mel Karmazin will lead the combined CBS Radio group and will serve, along with Peter Lund, in the Office of the Chairman, recently formed by Mr. Jordan. The Federal Communications Commission approved the transaction in a unanimous vote on December 26 that completed the approval process. The Department of Justice had approved the merger on November 12, and shareholders of Westinghouse and Infinity voted their approval in separate special meetings on December 10. The merger creates the premier radio group in the world, with total revenues of approximately $1 billion. Consisting of 79 radio stations in 17 markets, the group has 64 stations in the top 10 markets. * * * Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----