-----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, C1QIB9+6O5hIdrVjFjcgFLqQ29k7hfONSEM/rXGi1lJMBlZILIIR8Gghu6mXVX1c zzVJFm/mx7Jn96jklfjf5Q== 0000950128-96-000139.txt : 19960207 0000950128-96-000139.hdr.sgml : 19960207 ACCESSION NUMBER: 0000950128-96-000139 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960206 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00977 FILM NUMBER: 96511884 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/A 1 WESTINGHOUSE ELEC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 8-K/A 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 Commission file number 1-977 ----- WESTINGHOUSE ELECTRIC CORPORATION --------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 25-0877540 ------------------------ ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 11 Stanwix Street, Pittsburgh, Pennsylvania 15222-1384 ------------------------------------------------------ (Address of principal executive offices) (412) 244-2000 --------------- (Telephone No.) 2 This Current Report on Form 8-K/A amends Item 7 (b) of the Current Report on Form 8-K filed on November 24, 1995. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (b) Pro forma financial information. The unaudited pro forma combined condensed financial statements give effect to the acquisition of CBS Inc. (CBS) by Westinghouse Electric Corporation (Westinghouse or the Corporation) in a transaction to be accounted for by the purchase method of accounting. The following unaudited pro forma combined condensed financial statements are included in this report: - - Unaudited pro forma combined condensed statements of income: - For the nine months ended September 30, 1995 - For the year ended December 31, 1994 - - Unaudited pro forma combined condensed balance sheet as of September 30, 1995. The unaudited pro forma combined condensed statements of income are based on the individual statements of income of Westinghouse and CBS for the nine months ended September 30, 1995 and the year ended December 31, 1994 and combines the results of operations of Westinghouse and CBS to give effect to the acquisition as if it occurred at the beginning of each period presented. The unaudited pro forma combined condensed balance sheet as of September 30, 1995 is based on the individual unaudited consolidated balance sheets of Westinghouse and CBS as of September 30, 1995 and gives effect to the acquisition as if it occurred on such date. The pro forma adjustments included in this unaudited pro forma financial information relating to the allocation of the purchase price for CBS are based on preliminary assumptions and estimates which are subject to revision. The unaudited pro forma combined condensed financial statements are not necessarily indicative of the results of operations or financial position that would have occurred had the CBS acquisition been consummated on the dates assumed. These financial statements are not intended to be a projection of future results or financial position and do not reflect any synergies that might be achieved from combined operations. These unaudited pro forma combined condensed financial statements should be read in conjunction with the Corporation's consolidated financial statements and notes contained in its Annual Report on Form 10-K for the year ended December 31, 1994 and in its quarterly report on Form 10-Q for the quarter ended September 30, 1995 and the consolidated financial statements of CBS referred to in Item 7(a) of this report. 2 3 Westinghouse Electric Corporation Unaudited Pro Forma Combined Condensed Statement of Income For the nine months ended September 30, 1995 (dollars in millions except per share amounts)
Historical Pro Forma ----------------------- ---------------------- (W) Electric Adjustments Corporation CBS Inc. (Note 1) Combined ------------------------ ----------- -------- Sales of products and services $ 6,342 $ 2,520 $ $ 8,862 Costs of products and services (4,758) (1,939) 3 (a) (6,694) Restructuring and other actions (126) (32) (158) Marketing administration & general expenses (1,231) (369) (1,600) Amortization of goodwill and other intangibles (33) (7) (105)(b)(c) (145) Other income and expenses, net 131 32 163 Interest expense (174) (37) (360)(d) (571) ----------------------- ------ -------- Income from Continuing Operations before income taxes and minority interest in income of consolidated subsidiaries 151 168 (462) (143) Income taxes (63) (61) 153 (e) 29 Minority interest in (income) loss of consolidated subsidiaries (6) (6) ----------------------- ------ -------- Income from Continuing Operations $ 82 $ 107 $(309) $ (120) ======================= ====== ======== Primary earnings (loss) per common share: Continuing Operations $ 0.12 $ (0.38) ========= ======== Fully diluted earnings (loss) per common share: Continuing Operations $ 0.19 $ (0.28) ========= ======== Average number of common shares outstanding (thousands): Primary 402,517 402,517 ========= ======== Fully diluted 432,256 432,256 ========= ========
3 4 Westinghouse Electric Corporation Unaudited Pro Forma Combined Condensed Statement of Income For the year ended December 31, 1994 (dollars in millions except per share amounts)
Historical Pro Forma ----------------------- ---------------------- (W) Electric Adjustments Corporation CBS Inc. (Note 1) Combined ------------------------ ----------- -------- Sales of products and services $ 8,600 $ 3,712 $ $12,312 Costs of products and services (6,478) (2,823) 0 (a) (9,301) Restructuring and other actions (74) (74) Marketing administration & general expenses (1,453) (468) (1,921) Amortization of goodwill and other intangibles (45) (8) (140)(b)(c) (193) Other income and expenses, net (289) 71 (218) Interest expense (175) (47) (406)(d) (628) ----------------------- ------ -------- Income from Continuing Operations before income taxes and minority interest in income of consolidated subsidiaries 86 437 (546) (23) Income taxes (46) (155) 176 (e) (25) Minority interest in (income) loss of consolidated subsidiaries (9) (9) ----------------------- ------ -------- Income from Continuing Operations $ 31 $ 282 $(370) $ (57) ======================= ====== ======== Primary earnings (loss) per common share: Continuing Operations $ (0.05) $ (.28) ========= ======== Fully diluted earnings (loss) per common share: Continuing Operations $ (0.05) $ (.28) ========= ======== Average number of common shares outstanding (thousands): Primary 383,736 383,736 ========= ======== Fully diluted 383,790 383,790 ========= ========
4 5 Westinghouse Electric Corporation Unaudited Pro Forma Combined Condensed Balance Sheet As of September 30, 1995 (dollars in millions)
Historical Pro Forma ----------------------- ------------------------ (W) Electric Adjustments Corporation CBS Inc. (Note 1) Combined -------------------------- ------------ -------- Assets: Cash and cash equivalents $ 167 $ 39 $ $ 206 Marketable securities 46 46 Customer receivables 1,465 416 1,881 Inventories 1,175 1,175 Uncompleted contracts costs over related billings 788 788 Deferred income taxes 475 475 Program rights 415 (98)(e) 317 Prepaid and other current assets 243 42 285 ------------------- ------ -------- Total current assets 4,313 958 (98) 5,173 Investments and marketable securities 99 231 (109)(d) 221 Plant and equipment 1,741 491 288 (b) 2,520 Deferred income taxes 1,449 (89) (459)(g) 901 Goodwill and other intangible assets 1,134 322 5,484 (c) 6,940 Other noncurrent assets 768 140 46 (i) 954 Program rights 150 150 Net assets of Discontinued Operations 942 942 ------------------- ------- ------- Total assets $10,446 $ 2,203 $ 5,152 $17,801 =================== ======= ======= Liabilities and shareholders equity: Short-term debt $ 308 $ $ $ 308 Current maturities of long-term debt 321 228 549 Accounts payable trade 680 34 714 Liabilities for talent and program rights 238 238 Liabilities for securities sold under repurchase agreements 51 51 Uncompleted contracts billings over related costs 439 439 Other current liabilities 1,633 267 150 (e)(h) 2,050 ------------------- ------- ------- Total current liabilities 3,381 818 150 4,349 Long-term debt 1,746 495 5,392 (j) 7,633 Other noncurrent liabilities 3,481 408 201 (e)(f) 4,090 ------------------- ------- ------- Total liabilities 8,608 1,721 5,743 16,072 ------------------- ------- ------- Contingent liabilities and commitments Minority interest 118 (109)(d) 9 ------------------- ------- ------- Shareholders' equity 1,720 482 (482)(a) 1,720 ------------------- ------- ------- Total liabilities and shareholders' equity $10,446 $ 2,203 $ 5,152 $17,801 =================== ======= =======
5 6 Notes to Unaudited Pro Forma Combined Condensed Financial Statements The unaudited pro forma combined condensed financial statements have been prepared to reflect the acquisition of CBS Inc. (CBS) by Westinghouse Electric Corporation (Westinghouse) for an aggregate purchase price of $5,351 million. These financial statements reflect the allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair values as of the date of the acquisition. The excess of the consideration paid over the estimated fair value of net assets acquired totalling $4,505 million has been presented as goodwill and is expected to be amortized on a straight-line basis over 40 years. Transactions between CBS and Westinghouse, other than those related to a television station and a sales representation joint venture, have not been eliminated from the unaudited pro forma combined condensed financial statements, as the amounts are immaterial in each of the periods presented. Certain reclassifications have been made to the Westinghouse and CBS historical financial statements to set forth the unaudited pro forma combined condensed financial statements after giving effect to the acquisition. Pro forma adjustments giving effect to the acquisition in the unaudited pro forma combined condensed statements of income reflect the following: (a) Additional depreciation resulting from the step-up in value of property and equipment acquired. Depreciation is provided on a straight-line basis over periods ranging from 6 to 27.5 years. (b) Amortization of identified intangible assets including FCC licenses and film libraries on a straight-line basis over periods ranging from 23 to 40 years. (c) Amortization of goodwill on a straight-line basis over 40 years, net of elimination of CBS's historical amortization of goodwill. (d) Increase in interest expense resulting from interest costs associated with borrowings under the Corporation's $7.5 billion credit agreement to finance the acquisition of CBS and repay certain existing borrowings and amortization of related debt issuance costs. Rate assumptions used for these borrowings include an average LIBOR of 6.09% plus a 1.75% spread for the nine months ended September 30, 1995 and an average LIBOR of 4.78% plus a 1.75% spread for the year ended December 31, 1994. (e) Income tax effect of pro forma adjustments, excluding amortization of goodwill, which is non-deductible for tax purposes. Pro forma adjustments giving effect to the acquisition in the unaudited pro forma combined condensed balance sheet reflect the following: (a) the elimination of predecessor shareholders' equity. (b) the revaluation of plant and equipment to estimated fair value. (c) the identification of specific intangible assets including FCC licenses totaling $1,145 million and film libraries totaling $134 million and the excess of aggregate purchase price, over the fair value of the net identifiable assets acquired (goodwill). (d) the elimination of the investment and related minority interest related to the television station and sales representation joint ventures between Westinghouse and CBS. 6 7 (e) the revaluation of programming rights and contract commitments to fair value. (f) the revaluation of liabilities related to employee benefit plans to fair value. (g) the recognition of deferred income taxes related to the purchase accounting adjustments. (h) the recognition of a liability under EITF 95-3 for involuntary employee terminations and other closedown costs. (i) the cost of financing fees paid at the closing. (j) borrowings to finance the acquisition of CBS and transaction costs. SIGNATURE 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: February 6, 1996 7 -----END PRIVACY-ENHANCED MESSAGE-----