-----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, CAXAybSgLZSNbTNPIoy5+6cX175YzC1xGY7cuEaZZ/VjL/DBTe6o4Am8Z9mbQrVb VLHIPwbBCjJvN5N8UNfVXw== 0000950128-96-000333.txt : 19960606 0000950128-96-000333.hdr.sgml : 19960606 ACCESSION NUMBER: 0000950128-96-000333 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960605 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960605 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: 96577212 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. 8-K 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): May 29, 1996 WESTINGHOUSE ELECTRIC CORPORATION --------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 1-977 25-0877540 - ---------------------------- ---------------- --------------------- (State or other jurisdiction (Commission File (IRS Employer 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 5 Pages Exhibit Index on Page 5 2 Item 4. Changes in Registrant's Certifying Accountant --------------------------------------------- (a) Previous Independent Accountants -------------------------------- (i) Westinghouse Electric Corporation (the "Company") replaced Price Waterhouse LLP ("Price Waterhouse") as its principal accountants, effective June 3, 1996. The action was recommended by the Company's Audit Review Committee and was approved by the Company's Board of Directors. The Company replaced Price Waterhouse after reviewing competitive proposals from five major accounting firms, including Price Waterhouse. These proposals were requested in light of the substantial refocusing of auditing resources required by the significant portfolio restructuring which recently occurred at the Company, including the acquisition of CBS Inc. and the sale of the Company's defense and electronic systems business. (ii) Price Waterhouse's reports on the Company's financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) During the two most recent fiscal years and any subsequent interim period preceding June 3, 1996, (i) there were no disagreements with Price Waterhouse on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Price Waterhouse, would have caused Price Waterhouse to make a reference to the subject matter of the disagreements in connection with its reports in the financial statements for such years, and (ii) there were no reportable events as described in Item 304 of Regulation S-K. (iv) The Company provided Price Waterhouse with a copy of this report no later than the date this report was filed with the Securities and Exchange Commission and has requested that Price Waterhouse furnish it with the letter described in Item 304(a)(3) of Regulation S-K. A copy of the letter from Price Waterhouse to the Securities and Exchange Commission described in Item 304(a)(3) of Regulation S-K is filed as Exhibit 16 hereto. (b) New Independent Accountants --------------------------- (i) The Company engaged KPMG Peat Marwick LLP ("Peat Marwick") as the Company's principal accountants to audit the Company's financial statements, effective June 3, 1996. The action was recommended by the Company's Audit Review Committee and was approved by the Company's Board of Directors. Neither the Company nor anyone on its behalf has consulted with Peat Marwick regarding the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Peat Marwick concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue during its two most recent fiscal years or the subsequent interim period prior to engaging Peat Marwick. Page 2 of 5 Pages 3 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (c) Exhibits 16 Letter from Price Waterhouse dated June 5, 1996, pursuant to Item 304(a)(3) of Regulation S-K. Page 3 of 5 Pages 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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: June 5, 1996 Page 4 of 5 Pages 5 EXHIBIT INDEX Exhibit No. Description Sequential Page No. 16 Letter from Price Waterhouse LLP pursuant to Item 304(a)(3) of Regulation S-K Page 5 of 5 Pages EX-16 2 WESTINGHOUSE ELECTRIC CORP. 8-K 1 Exhibit 16 June 5, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: Westinghouse Electric Corporation --------------------------------- We have read Item 4 of Westinghouse Electric Corporation's Form 8-K dated June 5, 1996 and are in agreement with the statements contained in paragraph 4(a) therein. Yours very truly, /s/ PRICE WATERHOUSE LLP Price Waterhouse LLP Pittsburgh, Pennsylvania -----END PRIVACY-ENHANCED MESSAGE-----