-----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, Ku6k1z6QcnC0AXgatuT90zUYpppyKBsEHjcffaitvHYEqs4wrF4ii62S37CcfIs4 Q2CO7wtilvRwrh8ftCGavg== 0000950128-96-000261.txt : 19960422 0000950128-96-000261.hdr.sgml : 19960422 ACCESSION NUMBER: 0000950128-96-000261 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960419 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960419 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: 96548826 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 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): April 19, 1996 WESTINGHOUSE ELECTRIC CORPORATION --------------------------------- (Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-977 25-0877540 ------------------------- ---------------- ---------------------- (State or other juris- (Commission File (I.R.S. 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 8 Pages Exhibit Index on Page 4 2 Item 5. Other Events ------------ On April 19, 1996, the Registrant issued a press release announcing certain financial actions, 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 ------------------------------------------------------------------ (c) Exhibits A press release announcing certain financial actions, is filed as Exhibit 99 to this Report. Page 2 of 8 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: April 19, 1996 Page 3 of 8 Pages 4 EXHIBIT INDEX
Sequential Exhibit No. Description Page No. 99 A press release announcing certain 5 financial actions, dated April 19, 1996.
Page 4 of 8 Pages EX-99 2 WESTINGHOUSE 1 Exhibit 99 Contact: Kevin J. Ramundo Telephone: (412) 642-4989 FOR USE: IMMEDIATE WESTINGHOUSE TO REPORT $1.2 BILLION GAIN FOR FIRST QUARTER DIVESTITURES; AFTER-TAX CHARGE OF $813 MILLION WILL BE TAKEN o - STREAMLINING OF INDUSTRIAL AND TECHNOLOGY BUSINESSES CONTINUES o - FINANCIAL IMPACT OF LEGACIES REDUCED o - ACCOUNTING ACTIONS IMPLEMENTED PITTSBURGH, April 19 - Westinghouse Electric Corporation's first quarter results will include an after-tax gain of $1.2 billion from the sales of its defense electronics business and The Knoll Group. The $3.6 billion in proceeds from the divestitures were used to pay down a significant portion of the CBS acquisition debt well ahead of schedule. In addition, the company continued its actions to streamline its industrial and technology businesses, reduce the future financial impact of legacies and implement certain accounting actions. As a result, the quarter will also include an after-tax charge of $813 million. Of the total charge, approximately half is non-cash. The major portion of the cash impact will occur beyond the year 1998. In 1996 and 1997, the cash impact is expected to be offset by the monetization of assets related to these charges. - more - 2 WESTINGHOUSE TO REPORT $1.2 BILLION GAIN FOR FIRST QUARTER -2- DIVESTITURES; AFTER-TAX CHARGE OF $813 MILLION WILL BE TAKEN In commenting on these events, Michael H. Jordan, Westinghouse's chairman and chief executive officer, said, "We are taking strategic and financial actions to further focus and improve the competitiveness of our industrial and technology business portfolio and to reduce the future financial impact from legacies such as litigation. The result of these divestitures and the actions we are taking this quarter will strengthen our balance sheet and further improve our financial flexibility." The company continues to streamline the industrial and technology businesses and reduce the future financial impact of legacies. The actions that follow contributed $608 million to the first quarter after-tax charge: o The company decided to exit the Environmental Services business and has revalued other assets that have been identified for sale. Several strategic and financial buyers have expressed interest in the environmental business. Total asset sales in 1996, including those described above and other asset sales anticipated during the year, are expected to result in cash proceeds of $300 - $500 million. o The company previously announced plans to close its Pensacola, Fla. Power Generation manufacturing operation and reduce the workforce in its energy systems business. o A reserve has been established to provide for possible settlement of certain litigation matters as the company continues efforts to resolve legacies and reduce their future financial impact. - more - 3 WESTINGHOUSE TO REPORT $1.2 BILLION GAIN FOR FIRST QUARTER DIVESTITURES; AFTER-TAX CHARGE OF $813 MILLION WILL BE TAKEN -3- The non-cash charge to implement certain accounting actions will total $188 million after-tax: - As previously announced, the company will adopt Statement of Financial Accounting Standards Number 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." - Deferred financing fees relating to the early extinguishment of a portion of the CBS acquisition debt will be written off as an extraordinary item. - Power Generation's application of long-term contract accounting will be modified primarily due to the growth of international new apparatus sales. In addition to the actions being announced today, Westinghouse and its outside consultants are also in the process of reviewing the company's environmental remediation strategies to determine the most efficient way to discharge these obligations. This review may result in a second quarter charge. A net benefit of approximately $530 million to shareholders' equity in the first quarter will result from the sale of the defense electronics business and The Knoll Group, and the first quarter charges. The company expects its remaining net operating loss carryforward to be approximately $1.6 billion. As a result, the company's balance sheet and financial flexibility will improve. 4 WESTINGHOUSE ELECTRIC CORPORATION SPECIAL CHARGES TO OPERATIONS FIRST QUARTER 1996
PRE-TAX AFTER-TAX CHARGE CHARGE ------- --------- CONTINUING OPERATIONS: Restructuring 125 76 Litigation matters 486 294 Loss on assets held for sale 151 92 Impairment of assets 55 48 Long-term accounting adjustments/other 158 94 --- --- Total impact on Continuing Operations 975 604 DISCONTINUED OPERATIONS: Estimated loss on disposal of environmental services business 146 EXTRAORDINARY ITEM: Loss on extinguishment of debt 63 --- Total amount of special charges 813 --- Per-share impact of special charges 1.85 ----
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