-----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, Uaw16jhNn+yOfr5GUtdgiAeTRB5sE2gG+yzM9xw5GnpCntu5jCS0qHr3dK9bhGmh GpXmCz6V/MiMdtl1lB0wtQ== 0000950128-97-001000.txt : 19971014 0000950128-97-001000.hdr.sgml : 19971014 ACCESSION NUMBER: 0000950128-97-001000 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971010 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971010 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: 97693702 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): October 10, 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 10, 1997, the Registrant issued a press release announcing the receipt of a favorable tax ruling for the separation of its industrial businesses and a restructuring plan for the fourth quarter. 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 10, 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 10, 1997 EX-99 2 WESTINGHOUSE ELECTRIC CORP. 1 Exhibit 99 Westinghouse Public Relations Westinghouse Electric Corporation Westinghouse Building, Gateway Center 11 Stanwix Street Pittsburgh, Pennsylvania 15222-1384 Contact: Kevin Ramundo Telephone: (412) 642-4989 Contact: Vaughn Gilbert Telephone: (412) 642-5564 WESTINGHOUSE RECEIVES FAVORABLE TAX RULING FOR SEPARATION PITTSBURGH, October 10, 1997 -- Westinghouse announced today that it has received a ruling from the Internal Revenue Service that the separation of its industrial businesses, to be named Westinghouse Electric Corporation (WELCO), will qualify as a tax-free spin-off to Westinghouse and its shareholders. The separation is expected to occur by the end of 1997. In preparation for the separation, the company also expects to complete a restructuring plan in the fourth quarter at its power businesses and to significantly reduce the new industrial company's headquarters operations in Pittsburgh. WELCO expects to eliminate approximately 2,000 positions, about two-thirds of which are at Power Generation, and record a charge of approximately $125 million. Both Power Generation and Energy Systems are finalizing their plans to more tightly focus their businesses around higher margin and stronger growth segments and improve their cost competitiveness by reducing capacity through strategic outsourcing. -more- 2 WESTINGHOUSE RECEIVES FAVORABLE TAX RULING FOR SEPARATION -2- In the second half of the year, the power businesses are expected to experience shortfalls in financial performance compared to last year. During the third quarter, Power Generation incurred unexpected startup expenses with two combined cycle projects and higher than anticipated warranty expenses. The issues that gave rise to these startup delays have been addressed and the two projects are now in commercial operation. Provisions for schedule delay costs, warranty costs and product modifications, including modifications to backlog units, are estimated at $100 to $125 million and will be recognized in the third quarter. Most of the cash expenditures were incurred in the third quarter. Additional charges will be recognized by Power Generation in the third quarter for costs to complete various contracts, write down inventory and resolve commercial issues. It is expected that these charges will approximate $75 million. Future cash expenditures associated with these charges are not significant. In the first half of 1997, orders in Power Generation declined 29% compared to the same period last year. This trend has continued and will result in a shortfall in revenues for the third quarter compared to last year. It is expected that earnings shortfalls will impact the third quarter compared to the same period last year by approximately $50 million. If this trend continues, the fourth quarter also would be impacted. Customer delays in fuel shipments are expected to contribute to a shortfall of approximately $10 million in Energy Systems' third quarter earnings compared to the same period last year. The lower volume of fuel shipments, some of which are expected to occur in 1998, combined with an unfavorable mix of outage services, could reduce fourth quarter earnings by approximately $20 to $30 million. In the fourth quarter, the company expects to close the sale of Thermo King for $2.56 billion in cash, which will result in a significant gain. As part of the sale and impending separation, the company intends to report Thermo King and WELCO as Discontinued Operations in the third quarter. # # # -----END PRIVACY-ENHANCED MESSAGE-----