-----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, Qb+RwXjLisjOKvt6o3BVCLcTLX2QnjDNWsdLRl/3n2mgfiiRneSNBgf+dKImr5OV NGHPpyvFnKyBmAYZB+pEsg== 0000950128-97-000987.txt : 19971003 0000950128-97-000987.hdr.sgml : 19971003 ACCESSION NUMBER: 0000950128-97-000987 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971001 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971002 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: 97689992 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 ELEC. 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): October 1, 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 October 1, 1997, the Registrant issued a press release announcing that it has closed the merger with Gaylord Entertainment Company by which the Registrant will acquire Gaylord's two major cable networks, TNN: The Nashville Network and CMT: Country Music Television. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Press Release issued by the Registrant on October 1, 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/ ANGELINE C. STRAKA ----------------------- Angeline C. Straka Vice President, Secretary and Associate General Counsel Date: October 2, 1997 EX-99 2 WESTINGHOUSE ELEC. CORP. 1 Exhibit 99 WESTINGHOUSE PUBLIC RELATIONS Westinghouse Electric Corporation Westinghouse Building, Gateway Center 11 Stanwix Street Pittsburgh, Pennsylvania 15222-1384 WESTINGHOUSE/GAYLORD TRANSACTION CLOSES NEW YORK, October 1, 1997--Westinghouse Electric Corporation (NYSE:WX) announced today that it has closed the merger with Gaylord Entertainment Company (NYSE:GET) by which Westinghouse will acquire Gaylord's two major cable networks, TNN: The Nashville Network and CMT: Country Music Television. To execute the transaction, Westinghouse will issue approximately 59 million shares in Westinghouse Electric Corporation common stock to Gaylord shareholders. David Hall, who has served as President of Gaylord Communications, will join CBS Cable as President, TNN and CMT. Mr. Hall was one of the key founders of TNN who built the network into its leadership position in country music, motor sports, and outdoor programming. He was also instrumental in making CMT one of the fastest growing cable networks in the United States. TNN, currently reaching more than 70.8 million households in the United States and 5.5 million in Canada, is the second largest North American network and the eighth largest in the U.S. CMT has 41.5 million subscribers in the U.S. where it has grown 15% in the past year, an impressive growth rate for an established network. Other assets included in the merger are CMT Canada, a joint venture with Shaw Cable of Canada, several cable production companies, and NASCAR Thunder, a chain of NASCAR-themed retail stores. Contact: Jack Bergen/Westinghouse 212-975-3835 Gil Schwartz/CBS 212-975-2121 Cheryl Daly/CBS Cable 212-916-1041 -----END PRIVACY-ENHANCED MESSAGE-----