-----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, WoY+ol4ds6e10qgUhzbiZKmN5LDe1mqYWYKMW5AEz6S85ysFlWySD3e9gPDNfhEj vJd1rSkrUKx278kKOa5+Ow== 0000950128-96-000377.txt : 19960701 0000950128-96-000377.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950128-96-000377 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00977 FILM NUMBER: 96588065 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 11-K 1 WESTINGHOUSE ELEC. DE PUERTO RICO RETIRE. SAV. PL 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 Commission File Number 1-977 WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN (Full title of the Plan) Westinghouse Electric Corporation Westinghouse Building, 11 Stanwix Street Pittsburgh, Pennsylvania 15222 (Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) 2 WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION DECEMBER 31, 1995 3 WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN TABLE OF CONTENTS DECEMBER 31, 1995 Report of Independent Accountants.................................... 1-2 Financial Statements: Statement of Net Assets Available for Benefits................ 3 Statement of Changes in Net Assets Available for Benefits..... 4 Notes to Financial Statements................................. 5-9 Additional Information:* Schedule I - Schedule of Assets Held for Investment Purposes.. 10 Schedule II - Schedule of Reportable Transactions............. 11-12 * Other Schedules required by 29 CFR 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 4 The Chase Manhattan Bank Building Telephone 809 754 9090 PO Box 363566 San Juan PR 00936-3566 PRICE WATERHOUSE REPORT OF INDEPENDENT ACCOUNTANTS June 7, 1996 To the Participants and Administrator of the Westinghouse de Puerto Rico Retirement Savings Plan We have audited the accompanying statement of net assets available for benefits of the Westinghouse de Puerto Rico Retirement Savings Plan (the Plan) at December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. 1 5 June 7, 1996 To the Participants and Administrator of the Westinghouse de Puerto Rico Retirement Savings Plan Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Employee Retirement Income Security Act of 1974. The fund information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits for the years then ended is presented for purposes of additional analysis rather than to present the net assets available for Plan benefits and changes in net assets available for Plan benefits of each fund. The additional schedules and fund information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE CERTIFIED PUBLIC ACCOUNTANTS (OF PUERTO RICO) License No. 10 Expires Dec. 1, 1998 Stamp 1369283 of the P.R. Society of Certified Public Accountants has been affixed to the file copy of this report 2 6
WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION December 31, 1995 December 31, 1994 --------------------------------------------------- -------------------------------------------- Fixed Vanguard Westinghouse Fixed Vanguard Westinghouse Income Mutual Common Stock Income Mutual Common Stock Fund Fund Fund Total Fund Fund Fund Total ---- ---- ---- ----- ---- ---- ---- ----- ASSETS Investments, at fair value: Vanguard Mutual fund $501,007 $ 501,007 $342,745 $ 342,745 Westinghouse Common Stock fund $309,421 309,421 $210,809 210,809 -------- -------- ---------- -------- -------- ---------- 501,007 309,421 810,428 342,745 210,809 553,554 Guaranteed insurance contracts $3,607,353 3,607,353 $2,915,971 2,915,971 ---------- -------- -------- ---------- ---------- -------- -------- ---------- Total investments 3,607,353 501,007 309,421 4,417,781 2,915,971 342,745 210,809 3,469,525 Receivables: Accrued interest and dividends 96,440 16,904 8,075 121,419 6,105 12 6,117 ---------- -------- -------- ---------- ---------- -------- -------- ---------- Total assets available for benefits 3,703,793 517,911 317,496 4,539,200 2,915,971 348,850 210,821 3,475,642 LIABILITIES Accounts payable 96,486 6,571 15,890 118,947 6,105 8,710 14,815 ---------- -------- -------- ---------- ---------- -------- -------- ---------- Net assets available for benefits $3,607,307 $511,340 $301,606 $4,420,253 $2,915,971 $342,745 $202,111 $3,460,827 ========== ======== ======== ========== ========== ======== ======== ==========
The accompanying notes are an integral part of these financial statements. 3 7
WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION December 31, 1995 December 31, 1994 ------------------------------------------ -------------------------------------------- Fixed Vanguard Westinghouse Fixed Vanguard Westinghouse Income Mutual Common Stock Income Mutual Common Stock Fund Fund Fund Total Fund Fund Fund Total ---- ---- ---- ----- ---- ---- ---- ----- Additions to net assets attributed to: Investment income - Net appreciation (depreciation) in fair value of investments $116,544 $ 70,158 $ 186,702 ($ 16,440) ($ 20,156) ($ 36,596) Interest and dividends $ 218,628 11,770 3,619 234,017 $ 203,021 12,212 3,673 218,906 ---------- -------- -------- ---------- ---------- --------- --------- ----------- Total investment income 218,628 128,314 73,777 420,719 203,021 (4,228) (16,483) 182,310 Contributions - Employer 283,131 33,843 22,956 339,930 264,758 36,139 18,497 319,394 Participants 663,464 79,341 53,791 796,596 684,732 93,374 66,433 844,539 ---------- -------- -------- ---------- ---------- --------- --------- ----------- Total contributions 946,595 113,184 76,747 1,136,526 949,490 129,513 84,930 1,163,933 ---------- -------- -------- ---------- ---------- --------- --------- ----------- Total additions 1,165,223 241,498 150,524 1,557,245 1,152,510 125,285 68,447 1,346,243 ---------- -------- -------- ---------- ---------- --------- --------- ----------- Deductions from net assets attributed to: Participants benefits upon termination of membership 219,706 62,875 11,046 293,627 245,926 37,469 39,458 322,853 Hardship withdrawals 1,901 1,901 Market value of shares distributed 3,913 3,913 Administrative expenses 832 832 Inter-fund transfers (3,000) (2,773) 5,773 (8,470) (7,465) 15,935 Transfer of assets to other plans 257,181 12,801 34,210 304,192 1,909,249 212,061 144,968 2,266,278 ---------- -------- -------- ---------- ---------- --------- --------- ----------- Total deductions 473,887 72,903 51,029 597,819 2,149,438 242,065 204,274 2,595,777 ---------- -------- -------- ---------- ---------- --------- --------- ----------- Net (decrease) increase 691,336 168,595 99,495 959,426 (996,926) (116,781) (135,827) (1,249,534) Net assets available for benefits: Beginning of year 2,915,971 342,745 202,111 3,460,827 3,912,897 459,526 337,938 4,710,361 ---------- -------- --------- ---------- ---------- --------- --------- ----------- End of year $3,607,307 $511,340 $301,606 $4,420,253 $2,915,971 $ 342,745 $ 202,111 $ 3,460,827 ========== ======== ======== ========== ========== ========= ========= ===========
The accompanying notes are an integral part of these financial statements. 4 8 WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN --------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- NOTE 1 - DESCRIPTION OF THE PLAN: - --------------------------------- The following brief description of the Westinghouse de Puerto Rico Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General - ------- The Plan is a defined contribution plan effective as of January 1, 1992 for the purpose of providing a convenient way for eligible employees to accumulate capital on a regular and long-term basis, and to provide for the retirement of the eligible employees of the employing companies. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan covers all the regular employees of Westinghouse de Puerto Rico, Inc., Westinghouse Electric Company, S.A. and several employees of Westinghouse Electric Corporation currently employed in Puerto Rico (the "Company"). Any employee working on a full-time basis for any of the latter employing companies is eligible for admission to the Plan. Contributions - ------------- Plan participants may elect to contribute from 1% to 4% of their total compensation excluding bonuses to a Basic Allotment and from 1% to 4% extra to a Supplementary Allotment. The Company contributes an amount equal to 50% of the employee's contribution within the Basic Allotment. The participant's contribution can not exceed the lesser of 8% of eligible compensation or $7,000. The employee's election shall be effective for a minimum of one quarter. Participant accounts - -------------------- Each participant's account is credited with the participant's contribution and allocation of (a) the Company's contribution, (b) Plan earnings, and (c) forfeitures of terminated participants' nonvested accounts. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. The net income of the Plan is credited to the participants' accounts at the end of each quarter. 5 9 Investment options - ------------------ Upon enrollment in the Plan, a participant may direct contributions in any of the following three investment options: Mutual Fund - Funds are primarily invested in Vanguard Institutional Index Fund, a open-end mutual fund Fixed Income Fund - Funds are invested in guaranteed insurance contracts with insurance companies Company Stock Fund- Funds are invested in Common Stock of Westinghouse Electric Corporation Payment of benefits and vesting rights - -------------------------------------- The participants may, at their option, make withdrawals from the Plan, subject to certain limitations as to purpose and amount. In the case of an employee's termination because of death, the entire credit balance is paid to the person or persons legally entitled thereto. In case of termination because of any reasons other than death, the participant is entitled to the balance as long as the participant has 3 or more years of eligible service or has contributed to the Plan since January 1, 1992. If the participant has less than 3 years of eligible service, and entered the Plan after January 1, 1992, he/she is entitled to receive only the amounts contributed less any withdrawals made. Fees and expenses - ----------------- All trustee's fees and most of the administrative expenses incurred in the management of the Plan are borne by Westinghouse de Puerto Rico, Inc. Plan termination - ---------------- Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event the Plan terminates, the interest of each participating employee in the Plan shall be fully vested and such termination shall not reduce the interest of any participating employee or their beneficiaries accrued under the Plan up to the date of such termination. NOTE 2 - SUMMARY OF MAJOR ACCOUNTING POLICIES: - ---------------------------------------------- Basis of accounting - ------------------- The Plan's policy is to prepare its financial statements using the accrual basis of accounting. 6 10 Investments - ----------- The Westinghouse Common Stock Fund and the Vanguard Mutual Fund shares are presented at fair market value in the financial statements. Fair market value is determined by Bankers Trust Company (the "Trustee") based on quoted values as of the last day of the Plan year. The Fixed Income Fund, composed of guaranteed insurance contracts with insurance companies is presented at contract value, which approximates market value. Contributions - ------------- Employee contributions are recorded in the period during which the Company makes payroll deductions from the Plan participants' earnings. Matching Company contributions are recorded in the same period. Measurement date - ---------------- Purchases and sales of securities are recognized on the trade date. Dividends - --------- Dividends on Mutual Fund shares and shares of the Corporation's common stock are credited to each participant's account, as appropriate, for shares held at the date of record. Distributions and withdrawals - ----------------------------- For the Mutual Fund and the Fixed Income Fund, employee distributions and withdrawals are paid in the form of cash. For the Common Stock Fund, they are paid in the form of securities, which are valued at market. NOTE 3 - PAYABLES AND WITHDRAWALS IN PROCESS: - --------------------------------------------- Withdrawals-in-process at December 31, 1995 and 1994, are not included in the respective years' statement of net assets available for benefits or the statement of changes in net assets available for benefits. Withdrawals-in-process at December 31, were as follows:
1995 1994 ---- ---- Fixed Income Fund $71,343 $44,039 Vanguard Mutual Fund 38,769 976 Westinghouse Common Stock Fund 1,114 443 -------- ------- $111,226 $45,458 ======== =======
7 11 NOTE 4 - TAX STATUS: - -------------------- The Company obtained a favorable determination letter from the Puerto Rico Department of the Treasury which qualifies the Plan as tax exempt under the Provisions of Section 165 (a) of the Puerto Rico Income Tax Act of 1954, and, accordingly, no provision for income taxes has been included in the Plan's financial statements. Under the Puerto Rico income tax laws and regulations, a participant is not subject to income taxes on the contributions of the employing company, or on the interest from insurance contracts and investment income received by the Trustee until the participant's account is distributed or withdrawals are made. NOTE 5- TRANSFERS OF ASSETS AND OTHER EVENTS: - --------------------------------------------- On January 31, 1994, the Distribution and Control Business Unit (DCBU), with approximately 1,300 plan participants, was sold to Eaton Corporation ("Eaton"). According to the purchase agreement between the parties, Westinghouse de Puerto Rico, Inc. had to transfer all the DCBU participant's account balances in the Plan as of the effective date of the sale. On March 31, 1994 the Plan completed a partial transfer in the amount of $2,266,278 to Eaton's sponsored plan in connection to the divestiture of DCBU. This payment represented the employees' and the Company's contributions, plus the related investment income earned on the account balances as of December 31, 1993. The market values of the assets transferred as of December 31, 1993 by fund were $1,909,249 Fixed Income Fund, $212,060 Vanguard Mutual Fund and $144,968 Westinghouse Common Stock Fund. A second transfer was made on June 28, 1995 amounting to $134,612 for the Fixed Income Fund, $5,102 for the Mutual Fund and 1,400 Westinghouse Common Shares with a book value of $20,919 plus $14,472 in corresponding income for the month ended January 31, 1994 transferred on September 14, 1995. On March 27, 1995, the Plan completed the transfer of net assets in the amount of $99,887 to another sponsored plan in connection with the divesture of the Westinghouse Electric Company Division (WESCO). The market value of the assets transferred as of December 31, 1994 by fund were as follows: Fixed Income $89,767 Vanguard Mutual Fund 5,043 Westinghouse Common Stock Fund (349 shares) 5,077 ------- $99,887 =======
8 12 On March 31, 1995, the Welco Caribbean Consolidation (Welco) Division with approximately 12 participants was sold to Eaton Corporation. On June 29, 1995, the Plan transferred to another plan the following: Fixed Income Fund $19,747 Vanguard Mutual Fund 1,138 Westinghouse Common Stock Fund (536 shares) 7,837 ------- $28,722 =======
NOTE 6 - SUBSEQUENT EVENTS: - --------------------------- On March 1, 1996 the Productos Electronicos Industriales Division (PEI), with approximately 253 plan participants was sold to Northrop Grumman Corporation. According to the purchase agreement there will be a transfer of assets equal to the full account balance of PEI employees as of March 31, 1996. Transfer is expected on the second semester of 1996 and is estimated to be approximately $618,000 plus 1,932 Westinghouse Common Shares with a market value of $35,700 according to estimate prepared by plan administrator. 9 13 ADDITIONAL INFORMATION SCHEDULE I WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN ITEM 27A FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995
Description of asset Shares Cost Market value - -------------------- ------ ---- ------------ Mutual Fund: BT Pyramid Directed Account Cash Fund - $ 16 $ 16 Vanguard Institutional Index Fund SH Ben Int 8,648 400,052 500,991 -------- -------- Fund total $400,068 $501,007 ======== ======== Westinghouse Common Stock: BT Pyramid Directed Account Cash Fund - $ 7,858 $ 7,858 Westinghouse Electric Corporation Common Stock 18,416 268,161 301,563 -------- -------- Fund total $276,019 $309,421 ======== ======== Fixed Income Fund: BT Pyramid Directed Account Cash Fund - $ 45 $ 45 Westinghouse Consolidated GIC Fund 331,262 3,366,204 3,607,308 ---------- ---------- $3,366,249 $3,607,353 ========== ==========
10 14 ADDITIONAL INFORMATION SCHEDULE II WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN ITEM 27D FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS* INDIVIDUAL TRANSACTIONS AND ASSOCIATED TRANSACTIONS BY PERSON FROM 01/01/95 TO 12/31/95 VANGUARD FUND
Party involved Purchase or Cost of Current value Net gain or security name selling price Expenses asset of asset or (loss) - ---------------- ------------- -------- ----- -------- --------- Vanguard Institutional Index Fund SH Ben Int Purchased on 12/07/1995 59.02 Net $48,009 Sold on 06/13/1995 50.31 Net $30,747 35,748 5,001 BT Pyramid directed account cash fund Purchased on 11/17/1995 100.00 Net 30,036 Sold on 11/20/1995 100.00 Net 30,036 30,036 Vanguard Institutional Index Fund SH Ben Int Sold on 11/17/1995 56.77 Net 23,527 30,036 6,509 Sold on 08/18/1995 53.00 Net 21,411 25,945 4,534
* Transactions or series of transactions in excess of 5 percent of the current value of the Plan's assets as of December 31, 1994 as defined in 29 CFR 2520.103-6 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA. 11 15 ADDITIONAL INFORMATION SCHEDULE II WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN ITEM 27D FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS* INDIVIDUAL TRANSACTIONS AND ASSOCIATED TRANSACTIONS BY PERSON FROM 01/01/95 TO 12/31/95 WESTINGHOUSE COMMON STOCK FUND
Party involved Purchase or Cost of Current value Net gain or security name selling price Expenses asset of asset or (loss) - ---------------- ------------- -------- ----- -------- --------- BT Pyramid Directed Account Cash Fund Purchased on 06/30/1995 100.000 Net $108,204 Purchased on 03/31/1995 100.000 Net 104,914 Sold on 07/03/1995 100.000 Net 100,609 100,609 Sold on 04/03/1995 100.000 Net 98,596 98,596 Purchased on 09/29/1995 100.000 Net 90,143 Sold on 10/02/1995 100.000 Net 83,794 83,794
* Transactions or series of transactions in excess of 5 percent of the current value of the Plan's assets as of December 31, 1994 as defined in 29 CFR 2520.103-6 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA. 16 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on behalf of the Plan by the undersigned thereunto duly authorized. Westinghouse de Puerto Rico Retirement Savings Plan Dated: June 27, 1996 By: /s/ Ivonne Velazquez ------------------------ Name: Ivonne Velazquez Title: Plan Administrator 17 EXHIBIT INDEX Exhibit No. Description Sequential Page No. 23 Consent of Independent Accountants 18 EX-23 2 WESTINGHOUSE ELEC. DE PUERTO RICO RETIRE. SAV. PL 1 EXHIBIT 23 Consent of Independent Accountants ---------------------------------- We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-44044) of our report dated June 7, 1996, included in the Annual Report of the Westinghouse de Puerto Rico Retirement Savings Plan on Form 11-K for the year ended December 31, 1995. /s/ Price Waterhouse 254 Munoz Rivera Ave. San Juan, Puerto Rico June 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----