-----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, O9bwa0AkoOjCIgHuZtNXhtKsRDPxM0b2i1XACffHZu1r5kOhq7pgU77jiGOWAav6 gSPSr8Ck4z/FnijYgThIdA== 0000950128-97-000802.txt : 19970619 0000950128-97-000802.hdr.sgml : 19970619 ACCESSION NUMBER: 0000950128-97-000802 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970618 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970618 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] 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: 97625656 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. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 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 18, 1997 Commission file number 1-977 ----- WESTINGHOUSE ELECTRIC CORPORATION --------------------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-0877540 ------------ ---------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification Number) Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222-1384 ----------------------------------------------------------------------------- (Address of principal executive offices; zip code) (412) 244-2000 ------------------------------------------------- (Registrant's Telephone No., including area code) 2 Item 5. Other Events ------------ On June 18, 1997, the Registrant issued a press release announcing a modification to its separation plan. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Press Release issued by the Registrant on June 18, 1997, is filed as Exhibit 99 to this Report SIGNATURE 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/ LOUIS J. BRISKMAN ------------------------------- Louis J. Briskman Senior Vice President and General Counsel Date: June 18, 1997 3 EXHIBIT INDEX
Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 99 Press Release
EX-99 2 WESTINGHOUSE ELECTRIC CORP. 1 Exhibit 99 WESTINGHOUSE MODIFIES SEPARATION PLAN o Creates options for monetization of Thermo King o Move will strengthen cash flow and balance sheet of the industrial business o Separation on schedule for fall spin-off PITTSBURGH, June 18, 1997 -- In a move that enhances the company's plan to separate its media and industrial businesses, the Westinghouse Electric Corporation announced today that Thermo King will remain with the parent company, along with the existing Westinghouse pension and other post-retirement benefit obligations, after the spin-off of the power businesses. The company will consider various options to enhance Thermo King's value to shareholders, including a sale, public offering or spin-off to shareholders. In commenting on the announcement, Michael H. Jordan, chairman and chief executive officer of Westinghouse said, "The modified plan, which reflects the numerous unsolicited inquiries that have been received for Thermo King, is more beneficial to shareholders than the plan we announced last November. By retaining Thermo King, we have greater flexibility to apply its strong cash flow to reduce liabilities, and also to maintain several attractive options to optimize the value of Thermo King." The modified plan will not affect the timing of the separation which is scheduled for this fall. Thermo King will remain with the media business in the renamed CBS Corporation. CBS would also retain the existing pension and other post-retirement benefit obligations, which would have been transferred to the industrial business under the original plan. If Thermo King is sold, the company's net tax operating loss carry forward (NOL) would be used to shelter the gain on disposition. The industrial business, which will be called the Westinghouse Electric Company, benefits significantly under the modified separation plan. The cash savings from retaining the pension and other post-retirement benefit obligations at CBS outweigh the lost cash flow contribution from Thermo King. As a result, working capital and project-related financing will be on more favorable terms compared to the original plan. This advantage will increase the new industrial company's competitiveness and its ability to continue to grow worldwide. Mr. Jordan added, "Our momentum toward separation is building, as evidenced by the selection of a proven world-class executive to head our industrial operations and the progress we announced today. In short order, we expect to complete the acquisition of TNN and CMT from Gaylord Entertainment and receive our tax-free ruling for the spin-off of the power businesses." Last month, Westinghouse announced the appointment of Dr. Ernest H. Drew, a senior executive with Hoechst AG, as chief executive officer of the Westinghouse Industries and Technology Group. After the spin-off of the Westinghouse Electric Company this fall, Dr. Drew will become its chief executive officer and president. Previously, Dr. Drew was a member of Hoechst's eight-member senior executive management team and chairman of the Board of Management's Strategy Committee. -----END PRIVACY-ENHANCED MESSAGE-----