-----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, L6MDdSU39Y7tmvB52+BKWeHp9fKSksgQjoD7EVoKEmi3lj+Lb2mm3Mez3ILa2EZb 3FL/umeFry0v3SzxbSyrHQ== 0000950128-97-000959.txt : 19970918 0000950128-97-000959.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950128-97-000959 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970915 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970915 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: SEC FILE NUMBER: 001-00977 FILM NUMBER: 97680328 BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222-1384 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 ---------------------------------- 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): September 15, 1997 WESTINGHOUSE ELECTRIC CORPORATION --------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 1-977 25-0877540 ------------ ----- ---------- (State or other juris- (Commission File (IRS 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 -------------- 2 Item 5. OTHER EVENTS On September 15, 1997, the Registrant issued a press release announcing an agreement to sell Thermo King, its transport temperature control business. 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 September 15, 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: September 15, 1997 EX-99 2 WESTINGHOUSE ELECTRIC CORP. 1 Westinghouse Electric Corporation Westinghouse Building, Gateway Center Pittsburgh, Pennsylvania 15222 Contact: Jack Bergen Telephone: (212) 975-3835 FOR USE: Immediate WESTINGHOUSE TO SELL THERMO KING TO INGERSOLL-RAND Westinghouse Electric Corporation (NYSE:WX) announced today that it has signed a definitive agreement to sell Thermo King, its transport temperature control business, to the Ingersoll-Rand Company (NYSE:IR). Under the agreement, Westinghouse will receive $2.56 billion in cash. The transaction also includes the assumption of approximately $40 million in pension liabilities associated with Thermo King's employees and is expected to close in the fourth quarter of 1997 upon receipt of normal regulatory approvals. Thermo King is the world leader in transport temperature control, with a network of over 850 dealers worldwide. In 1996, it had sales of $996 million, operating profit of $180 million and income of $141 million. Michael H. Jordan, Chairman and Chief Executive Officer of Westinghouse, said: "We had tremendous interest from major industrial companies in acquiring Thermo King. The terms of this sale reflect the premium value of a global market leader and the proven track record of Thermo King's outstanding management team and employees. We believe this transaction optimizes the value of Thermo King for our shareholders." Anticipating the separation of Westinghouse's media and power businesses scheduled for this Fall, Mr. Jordan said: "The divestiture of Thermo King is another important step towards our goal of separation. It not only provides a great value but significantly improves our financial flexibility." Summarizing the results of the transformation of Westinghouse, Mr. Jordan said: "Beginning with the acquisition of CBS Inc. almost two years ago, followed quickly by the merger with Infinity Broadcasting and the impending acquisition of the Nashville Network and Country Music Television, our goal has been to create the largest pure-play media company. The new CBS Corporation will emerge in the next few months with the opportunity to sustain high-growth, generating significant free-cash flow and be well positioned as a major leader in the broadcasting industry." -----END PRIVACY-ENHANCED MESSAGE-----