-----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, NFpU3/54JJoULwoBpvBsc7PABS6EzLVU1Es+WuHXCunthTRjlR4YALsY315zABFU HDWGTRfwks/gVgdC4So50w== 0000950128-96-000010.txt : 19960119 0000950128-96-000010.hdr.sgml : 19960119 ACCESSION NUMBER: 0000950128-96-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960118 SROS: NYSE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33345 FILM NUMBER: 96505233 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 FILED BY: 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: SC 13D/A 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 SC 13D/A 1 WESTINGHOUSE ELEC. CORP. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Westinghouse Electric Corporation -------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share -------------------------------------------------------------- (Title of Class of Securities) 960402 -------------------------------------------------------------- (CUSIP Number) James M. Plasynski Assistant General Counsel Westinghouse Electric Corporation, Westinghouse Building 11 Stanwix Street Pittsburgh, PA 15222 (412) 642-2591 -------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 15, 1996 -------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 3d-1(a) for other parties to whom copies are to be sent. - ------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2
CUSIP NO. 960402 ----------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WPIC Corporation 25-1350122 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated in Delaware 7 SOLE VOTING POWER 25,494,976 (see Amended Item 5) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 25,494,976 (see Amended Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,494,976 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 6.14% (based on the number of shares outstanding as of October 31, 1995) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT!
3 The Schedule 13D filed on June 23, 1995 by WPIC Corporation ("WPIC"), as amended, is hereby further amended by this Amendment No. 2 as follows: 1. Schedule I of Item 2 is amended by substituting therefor the attached Schedule I. 2. Item 4 is amended to report the sale by WPIC on January 15, 1996 of 1,250,000 shares of Common Stock owned by the Deferred Trust to Westinghouse. The purpose of the sale was to meet certain payment obligations of the Deferred Trust. 3. Item 5 is amended to report that effective January 15, 1996, WPIC beneficially owned an aggregate of 25,494,976 shares of Common Stock. Based on the 415,261,641 shares of Common Stock outstanding as of October 31, 1995, as reported by Westinghouse in its Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1995, WPIC was the beneficial owner of approximately 6.14 % of the outstanding shares of Common Stock. Fredric G. Reynolds beneficially owned as of January 15, 1996, 395,500 shares of Common Stock, 8,000 of which he owned directly and 387,500 of which he has the right to acquire through stock options. Claudia E. Morf beneficially owned as of January 15, 1996, 90,500.5 shares of Common Stock, 500.5 of which she owned directly and 90,000 of which she has the right to acquire through stock options. Julie Forsythe beneficially owned as of January 15, 1996, 397 shares of Common Stock, 97 of which she owned through the Westinghouse Savings Program and 300 of which she has the right to acquire through stock options. Based on the 415,261,641 shares of Common Stock outstanding as of October 31, 1995, as reported by Westinghouse in its Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1995, as of January 15, 1996, the persons identified in Schedule I beneficially owned an aggregate of approximately .1% of the outstanding shares of Common Stock. Except as described in Item 4, no transactions in shares of Common Stock have been effected during the past sixty days by WPIC, or, to the best of WPIC's knowledge, any person identified in Schedule I hereto. WPIC has the sole power to dispose of and vote 25,494,976 shares of Common Stock. The persons identified in Schedule I have the sole power to direct the disposition of and vote the shares of Common Stock beneficially owned by them as set forth herein above. 4. Item 6 is amended to report the sale by WPIC on January 15, 1996 of 1,250,000 shares of Common Stock owned by the Deferred Trust to Westinghouse. 5. Any information previously included in the Schedule 13D, as amended, and not revised or modified as described in this Amendment No. 2, remains unchanged. 4 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct. WPIC CORPORATION Dated: January 18, 1996 By: /s/ JULIE FORSYTHE -------------------- Name: Julie Forsythe Title: Vice President and Assistant Treasurer LAW2:14436 5 Schedule I ---------- Name, business address, and present principal occupation or employment of the directors and executive officers of WPIC Corporation: Directors ---------
Present Principal Occupation and Name, Business Address Address of Employment - ---------------------- -------------------------------- Julie Forsythe Director, Pensions Westinghouse Electric Corporation Westinghouse Electric Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 Claudia E. Morf Vice President and Treasurer Westinghouse Electric Corporation Westinghouse Electric Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 Fredric G. Reynolds Executive Vice President and Westinghouse Electric Corporation Chief Financial Officer Westinghouse Building Westinghouse Electric Corporation 11 Stanwix Street Westinghouse Building Pittsburgh, PA 15222 11 Stanwix Street Pittsburgh, PA 15222
6 Executive Officers ------------------
Present Principal Occupation and Name, Business Address Address of Employment - ---------------------- -------------------------------- Julie Forsythe Director, Pensions Vice President and Assistant Treasurer, Westinghouse Electric Corporation WPIC Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 Claudia E. Morf Vice President and Treasurer President and Treasurer, Westinghouse Electric Corporation WPIC Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222
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