-----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, HT/CQKnV1liChqmzuH/Cadkf28IB7O4DRnUFjoAFkfgG3oOk3RnAeFCw6qWFd+IM 9b1BWqosRZq1rYnZlxWJkQ== 0000950128-97-000777.txt : 19970528 0000950128-97-000777.hdr.sgml : 19970528 ACCESSION NUMBER: 0000950128-97-000777 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970527 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970527 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] 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: 97614172 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 CORP. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 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): May 23, 1997 Commission file number 1-977 ----- WESTINGHOUSE ELECTRIC CORPORATION --------------------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-0877540 ------------ ---------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification Number) Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222-1384 ----------------------------------------------------------------------------- (Address of principal executive offices; zip code) (412) 244-2000 ------------------------------------------------- (Registrant's Telephone No., including area code) 2 Item 5. Other Events ------------ On May 23, 1997, the Registrant issued a press release announcing organizational changes at its CBS Inc. subsidiary and the departure of Peter Lund, President and Chief Executive Officer of the CBS Television and Cable Group. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Press Release issued by the Registrant on May 23, 1997, is filed as Exhibit 99 to this Report 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/ LOUIS J. BRISKMAN ------------------------------- Louis J. Briskman Senior Vice President and General Counsel Date: May 27, 1997 3 EXHIBIT INDEX
Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 99 Press Release
EX-99 2 WESTINGHOUSE ELECTRIC CORP. 1 Exhibit 99 [LOGO] CBS May 23, 1997 CBS MAKES MAJOR ORGANIZATIONAL CHANGES o Mel Karmazin Chairman and CEO of combined $2.2 billion television and radio station group o Peter Lund elects to leave CBS NEW YORK, May 23, 1997 -- Michael H. Jordan, Chairman and Chief Executive Officer of Westinghouse Electric Corporation, announced today a major reorganization of the company's media businesses in anticipation of the formation of the new CBS Corporation following the split of Westinghouse in the Fall. Beginning immediately, the CBS Television and Cable businesses will report directly to Mr. Jordan and all CBS radio and television stations will be consolidated into a single organization led by Mel Karmazin, the Chairman and Chief Executive Officer of the new CBS Station Group. Peter Lund, President and Chief Executive Officer of the CBS Television and Cable Group, declined the opportunity to lead the remaining television and cable businesses and elected to leave CBS. Mr. Lund has agreed to assist in the transition to the new organization. Mr. Lund has been at CBS since 1977, except for a three-year stint at Multimedia. He has held key CBS posts at both the TV stations and the Network, and was appointed to the post of President and Chief Executive Officer of CBS Inc. after the Westinghouse purchase of CBS in November 1995. Mr. Jordan added: "Peter Lund played an invaluable role in the CBS turnaround. Today CBS is a better place to work, with a promising future, thanks to Peter's many lasting contributions and successes. During his long and distinguished career at CBS, Peter has worked in - and left his mark on -- virtually every part of the company. While I wish he had decided to remain at CBS, I respect his choice. We wish him well." Endorsing the leaders of the three core Network businesses, Mr. Jordan said: "We have the best Network team in the industry. Leslie Moonves has put our primetime entertainment back on America's TV screens. Andrew Heyward is leading our news operations with an energy and integrity worthy of the best traditions of CBS News. And Sean McManus has made his mark in his first few months at CBS as an accomplished businessman and sports programmer. I look forward to working with Les, Andrew and Sean as we restore CBS to its place as the preeminent broadcasting network." The 14 Owned and Operated CBS television stations and the 77 CBS radio stations will be combined into a single CBS Station Group, Mr. Karmazin, who joined CBS with the purchase of Infinity Broadcasting, will lead the $2.2 billion station group. (Over) 2 CBS Inc. ...2 Commenting on the benefits of the station consolidation, Mr. Jordan said: "Westinghouse's acquisition of CBS had great public service implications and created a tremendous potential for leveraging a uniquely valuable and extensive television and radio station presence in the major markets. During the past year, we've been turning that potential into reality, building the strongest broadcast distribution enterprise in the U.S." Mr. Jordan added, "During his 30-year broadcasting career, Mel Karmazin has had an unsurpassed track record of building station franchises and driving strong revenue and cash flow growth. He built Infinity Broadcasting into the most successful company in the radio industry. Under his firm leadership, this television and radio station combination gives us an opportunity to realize major synergies in local markets and build significant value for our advertisers and shareholders." The new organization of CBS will consist of three major entities -- CBS Television, the CBS Station Group, and CBS Cable. CBS Television will consist of the Network operations led by Jim Warner -- marketing and sales, affiliate relations, and research -- and the three Network businesses -- entertainment, news and sports. It also includes CBS Enterprises, led by Ed Wilson and comprising the Eyemark production and syndication company and CBS International. The new CBS Station Group has a strong presence in every one of the top 10 markets. CBS owns six of the top 10 billing radio stations in the country, and has extensive radio coverage in the top 16 U.S. advertising markets. With television stations in seven of the top 10 markets, CBS covers 31% of the U.S. television audience. TDI, a leader in out-of-home advertising, will also be a part of the CBS Station Group. CBS Cable, led by Don Mitzner, will comprise the third major element of the new CBS Corporation. With the completion this summer of the acquisition of The Nashville Network (TNN) and Country Music Television (CMT), CBS Cable will have four cable networks and a global satellite distribution unit providing service to broadcast, cable, and corporate networks. The split of Westinghouse into separate media and industrial companies, CBS Corporation and Westinghouse Electric Company respectively, is expected to occur this Fall. Contacts: Jack Bergen Westinghouse/CBS 212/975-3835 Gil Schwartz CBS Communications 212/975-2121 -----END PRIVACY-ENHANCED MESSAGE-----