-----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, U+vhSlIZqb5AcNwvd+EcL9paNHvALCAh2Ge2YZo1fZeo1XSFCAMR6FhehhCyO+Su Z/jWrKcAs8JQhn9ocIaA1g== 0000950128-95-000222.txt : 19960102 0000950128-95-000222.hdr.sgml : 19960102 ACCESSION NUMBER: 0000950128-95-000222 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: 19951229 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: 95605902 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 ELEC. 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 29, 1995 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 6 Pages Exhibit Index on Page 4 2 Item 5. Other Events ------------ On December 29, 1995, the registrant issued a press release announcing the adoption of a shareholder rights plan, 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 ------------------------------------------------------------------ (c) Exhibits A press release announcing the adoption of a shareholder rights plan is filed as Exhibit 99 to this Report. Page 2 of 6 Pages 3 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: December 29, 1995 Page 3 of 6 Pages 4 EXHIBIT INDEX
Exhibit No. Description Sequential Page No. 99 Press release announcing 5 the adoption of a shareholder rights plan.
Page 4 of 6 Pages EX-99 2 WESTINGHOUSE ELEC. 1 WESTINGHOUSE PUBLIC RELATIONS [Logo] Contact: Vaughn Gilbert Telephone: (412) 642-5564 FOR USE: IMMEDIATE WESTINGHOUSE ELECTRIC CORPORATION BOARD ADOPTS SHAREHOLDER RIGHTS PLAN PITTSBURGH, Dec. 29 - Westinghouse Electric Corporation announced today that its Board of Directors has adopted a Shareholder Rights Plan designed to discourage takeovers that do not provide fair value to all shareholders. The plan is similar to those adopted by a number of other companies. The Board is not aware of any effort to acquire control of the company. In commenting on the Rights Plan, Michael H. Jordan, chairman and chief executive officer of Westinghouse, said, "The Board of Directors believes that the Shareholder Rights Plan represents a sound and reasonable means of safeguarding the interests of shareholders." Mr. Jordan also said, "The plan is designed to enable the company and all of its shareholders to realize the potential from our recent acquisition of CBS and the other changes management has made to increase shareholder value." -more- Page 5 of 6 2 WESTINGHOUSE ELECTRIC CORPORATION BOARD ADOPTS SHAREHOLDER RIGHTS PLAN -2- Terms of the Rights Plan provide for a dividend distribution of one right for each share of Common Stock of Westinghouse to holders of record at the close of business on January 9, 1996. The rights will become exercisable only in the event, with certain exceptions, an acquiring party accumulates 15 percent or more of Westinghouse's voting stock, or a party announces an offer to acquire 30 percent or more of the voting stock. The rights have an exercise price of $64 and will expire on January 9, 2006. Upon the occurrence of certain events, holders of the rights will be entitled to purchase either Westinghouse preferred shares or shares in an "acquiring entity" at half of market value. Westinghouse generally will be entitled to redeem the rights at a value of $.01 per right at any time until the tenth day following the acquisition of a 15 percent position in its voting stock. Details of the new Rights Plan will be outlined in a letter to shareholders. ##1000-1221## -12/29/95- Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----