-----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, Rt/2Z8qr8zTf8sIVjruTHKaNdlHTo5BOKMT04GaXU12A47e2zT2VWHaoRGmhD0I5 Dwf59nCjfJBwGnEUh+4G8Q== 0000950128-96-000363.txt : 19960621 0000950128-96-000363.hdr.sgml : 19960621 ACCESSION NUMBER: 0000950128-96-000363 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960620 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960620 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: 96583535 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 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): June 20, 1996 WESTINGHOUSE ELECTRIC CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-977 25-0877540 ------------------------- ------------ ---------------------- (State or other juris- (Commission (IRS Employer diction of incorporation) File 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 4 2 Item 5. OTHER EVENTS On June 20, 1996, the registrant issued a press release announcing a merger agreement involving the registrant and Infinity Broadcasting Corp., 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 issued by the registrant on June 20, 1996, is filed as Exhibit 99 to this Report. Page 2 of 5 Pages 3 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 20, 1996 Page 3 of 5 Pages 4 EXHIBIT INDEX Exhibit No . Description Sequential Page No. 99 A press release issued by the 5 Company on June 20, 1996. Page 4 of 5 Pages EX-99 2 WESTINGHOUSE ELECTRIC 1 Contact: Kevin Ramundo Westinghouse 212-975-3835 Farid Suleman Infinity 212-975-4545 Jack Bergen Westinghouse 212-975-3838 WESTINGHOUSE AND INFINITY TO MERGE - $3.9 billion stock deal - Combines major broadcasting companies in rapidly consolidating radio industry. - Mr. Mel Karmazin, Infinity's CEO, will become Chairman and CEO of radio group and a major shareholder. New York City -- (June 20, 1996) Westinghouse (NYSE:WX) and Infinity (NYSE:INF) announced today a definitive merger agreement involving approximately $3.9 billion in Westinghouse common stock, creating the country's preeminent radio broadcaster. Infinity shareholders will receive Westinghouse common shares in exchange for their shares at a rate of 1.71 Westinghouse shares for every share of Infinity stock. This transaction involves the issuance of approximately 205 million Westinghouse shares for Infinity's approximately 120 million shares, on a fully diluted basis. Closing is expected by the end of 1996 following FCC approval, the expiration of the Hart-Scott-Rodino waiting period and shareholder approval of both Westinghouse and Infinity. Michael H. Jordan, Chairman and Chief Executive Officer of Westinghouse, said: "This is the right deal, with the right partner, in the right industry. We're building on strength, combining two blue chip radio franchises. I'm delighted that Mel Karmazin has agreed to lead our combined radio groups and will become a major shareholder of Westinghouse, holding approximately two percent of Westinghouse shares. Under his leadership, Infinity has become the premier radio company. Mel brings the entrepreneurial spirit and drive that will assist us in making Westinghouse/CBS the leading broadcast company in the U.S." The combined radio group includes 83 radio stations in 16 markets with 69 of these stations in the top 10 markets. Revenues of the group are approximately $1.0 billion. 2 With a strong presence in all top U.S. markets, the new combined radio company will be well positioned to take advantage of the opportunities in this fast growing business. Ownership of radio clusters in large markets provides clear efficiencies and broadened access to the served communities. Improved news gathering and increased focus on public service will result from these efficiencies to better serve the public interest. Westinghouse will continue to build on synergies with its CBS TV stations in co-located markets. Mr. Karmazin said, "This is an unique opportunity for Infinity's shareholders and employees. Teaming with Mike Jordan and the outstanding CBS radio group will open new opportunities for us all, and solidly position our company in the broader media and broadcasting industry. I view the strategies and leadership at Westinghouse as a new and dynamic force in the broadcasting world and am looking forward to a long and rewarding relationship." Mr. Karmazin and the other principal shareholders, holding approximately 51% of the Infinity voting shares, have agreed to vote for this transaction. Mr. Jordan has recommended to the Westinghouse Board that Mr. Karmazin become a member of the board after the closing of the merger. Mr. Karmazin will continue as President and CEO of Westwood One, Inc. (NASDAQ:WONE). -----END PRIVACY-ENHANCED MESSAGE-----