-----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, HnPogF4qboDd2I6DYjaZLsWPUEnPHwWydx2uaxHVRXRoPQDXWgqlhY9V5tt6NrT+ 5W1Od4ylKf2PcYRhY3FbJg== 0000950128-97-001076.txt : 19971117 0000950128-97-001076.hdr.sgml : 19971117 ACCESSION NUMBER: 0000950128-97-001076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971114 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971114 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: 97721064 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. 20549-1004 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): November 14, 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 November 14, 1997, the Registrant issued a press release regarding the sale of its Power Generation business unit and a modification to the Registrant's previously announced separation plan. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit No. 99.1 Press Release concerning sale of Power Generation business unit and modification to Registrant's previously announced separation plan. 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 Assistant General Counsel Date: November 14, 1997 3 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 99.1 Press Release EX-99.1 2 WESTINGHOUSE ELECTRIC CORP. 1 Exhibit 99.1 WESTINGHOUSE PUBLIC RELATIONS Contact: John D. Bergen Telephone (212) 975-3835 or Vaughn Gilbert (412) 642-5564 FOR USE: IMMEDIATE WESTINGHOUSE TO SELL POWER GENERATION BUSINESS TO SIEMENS; REMAINING INDUSTRIAL BUSINESSES TO BE DIVESTED BY MID-1998 o Definitive agreement to sell Power Generation for $1.525 billion in cash o Westinghouse Electric Corporation name to be changed to CBS Corporation PITTSBURGH, November 14, 1997 - Westinghouse Electric Corporation (NYSE: WX) announced today that it has signed a definitive agreement to sell its Power Generation business unit to Siemens, for $1.525 billion in cash. The transaction, which is subject to certain conditions, including completion of Hart-Scott-Rodino review, is expected to close by the end of the third quarter of 1998. The remaining industrial businesses are expected to be divested from the media company by mid-1998. The company also announced that the Westinghouse Electric Corporation will be renamed the CBS Corporation and trade under the "CBS" ticker symbol, effective December 1, 1997. Commenting on the change to the company's former plans to spin-off the industrial company by year's end, Michael H. Jordan, Westinghouse chairman and chief executive officer, said "Consolidation and change in the global power industry have created a strong demand for Westinghouse's power generation business. This revision to our plan will deliver more overall value to our shareholders and supports the interests of our power generation customers by ensuring a stronger and more competitive supplier." - more - 2 WESTINGHOUSE TO SELL POWER GENERATION BUSINESS TO SIEMENS; - 2 - REMAINING INDUSTRIAL BUSINESSES TO BE DIVESTED BY MID-1998 The remaining industrial businesses - Energy Systems, Process Control and Government Operations -- will report to Dr. Charles W. Pryor Jr., currently head of the Energy Systems business unit. He will assume the position of President and Chief Executive Officer of the Westinghouse Electric Company (WELCO), reporting to Mr. Jordan. The formerly designated senior management team for the industrial spin-off will phase out and the Pittsburgh Gateway headquarters will continue to support the remaining industrial businesses during the transition and serve as an extension of the CBS corporate center. Mr. Jordan said, "With the actions and plans announced today, the CBS Corporation will be a pure-play media company, consisting of a high-growth, high-cash flow television/radio stations group, cable networks and a resurgent CBS Television Network." In its third quarter earnings report issued today, the company reported a 19% increase in EBITDA from continuing operations, largely due to the continued growth in the CBS Station Group. The CBS Television Network also showed strong growth over last year. -----END PRIVACY-ENHANCED MESSAGE-----