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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 29, 1994
WESTINGHOUSE ELECTRIC CORPORATION
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(Exact name of registrant as
specified in its charter)
Pennsylvania 1-977 25-0877540
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
Number)
Westinghouse Bldg., 11 Stanwix St., Pittsburgh, PA 15222-1384
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 244-2000
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Page 1 of 4 Pages
Exhibit Index on Page 3
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Item 5. Other Events
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On March 29, 1994, the Registrant issued a press release concerning
its issuance of preferred equity securities. 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
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(c) Exhibits
Press Release concerning the issuance by the Registrant of preferred
equity securities 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/Fredric G. Reynolds
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Fredric G. Reynolds
Executive Vice President &
Chief Financial Officer
Date: March 30, 1994
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EXHIBIT INDEX
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Exhibit No. Description Sequential Page No.
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99 Press release 4
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Westinghouse Electric Corporation
Contact: Jim Schmitt
Telephone: (412) 642-4642
FOR USE: Immediate
WESTINGHOUSE COMPLETES $520 MILLION PREFERRED STOCK PLACEMENT
PITTSBURGH, March 29 -- Westinghouse Electric Corporation today announced
that it has issued approximately $520 million of preferred equity securities
in a private placement pursuant to Rule 144A.
Called PEPS, or Participating Equity Preferred Stock, the new issue is
mandatorily convertible into common stock on June 1, 1997. A total of 36
million depositary shares were sold. Each depositary share represents one-
tenth of a share of the company's Series C Conversion Preferred Stock.
"The successful completion of this placement represents an important
milestone in our continuing debt reduction program and in rebuilding our
financial strength, which is especially important in our projects and
international businesses," said Mike Jordan, chairman and chief executive
officer. "It will also allow us to pursue strategic growth initiatives,
similar to the recently announced Norden Systems acquisition."
The PEPS were priced at $14.44 per depositary share. The depositary
shares carry an annual dividend of $1.30, equivalent to 9 percent, until
conversion into common stock.
Each depositary share will convert automatically into one share of
common stock on June 1, 1997, subject to earlier conversion at the option of
the holder or prior redemption by the company on May 30, 1997. If the average
price of the common stock, determined as of the second trading day preceding
the redemption notice date, is higher than $13.125, the company expects to
redeem the depositary shares. Upon such redemption, each shareholder will
receive a fraction of a share of common stock equal to $13.125 divided by the
price of the common stock, but in no event less than 0.885 common shares per
depositary share.
"Each depositary share was priced at a 10 percent premium to the
underlying common stock price on March 22, 1994; in dollar terms, this premium
was equal to $1.32 per depositary share," said Fred Reynolds, executive vice
president and chief financial officer. "In return for this premium, the
dividend was set at a higher rate than would have been the case had the issue
been sold at a price equal to the common stock."
"We are pleased with the enthusiastic reception that greeted our
placement," noted Mr. Jordan. "This demonstrates the market's confidence in
Westinghouse."
The issue was lead-managed by Morgan Stanley & Co. Incorporated, and co-
managed by Goldman, Sachs & Co. and Lehman Brothers.
