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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
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Date of Report (Date of Earliest Event Reported): November 24, 1995
WESTINGHOUSE ELECTRIC CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
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(State or Other Jurisdiction of Incorporation)
1-977 25-0877540
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(Commission File Number) (I.R.S. Employer
Identification No.)
Westinghouse Bldg; 11 Stanwix St.,
Pittsburgh, PA 15222-1384
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(Address of Principal Executive Offices) (Zip Code)
(412) 244-2000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 5 Pages
Exhibit Index on Page 4
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Item 5. Other Events
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On November 24, 1995, the registrant issued a press release
announcing the completion of the acquisition of CBS Inc., a copy of
which is attached hereto as Exhibit 99 and is incorporated herein in
its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits
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(a) Financial statements of businesses acquired
Audited Financial Statements as of December 31, 1994, 1993
and 1992 and for the years then ended:
The financial statements, together with the report
thereon of Coopers & Lybrand L.L.P. dated February 8,
1995, appearing on pages 25 to 42 of the CBS Inc. 1994
Annual Report on Form 10-K filed on March 15, 1995 are
incorporated by reference in this Form 8-K.
Financial Statements as of September 30, 1995, December 31,
1994 and September 30, 1994 and for the three and nine month
periods ended September 30, 1995 and 1994:
The financial statements appearing on pages 2 through 9
of the CBS Inc. Form 10-Q for the quarter ended
September 30, 1995 filed on November 2, 1995 are
incorporated by reference in this Form 8-K.
(b) Pro Forma Financial Information
It is impractical at this time to provide the pro forma
financial information required under this item for the
acquisition of CBS Inc. This information will be filed by
an amendment as soon as practicable, but no later than
February 7, 1996.
(c) Exhibits
A press release announcing the completion of the acquisition
of CBS Inc. is filed as Exhibit 99 to this Report.
Page 2 of 5 Pages
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SIGNATURES
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 and
Chief Financial Officer
Date: November 24, 1995
Page 3 of 5 Pages
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
99 Press release announcing 5
the completion of the
acquisition of CBS Inc.
Page 4 of 5 Pages
NYFS07...:\58\80758\0080\6637\EDGN225V.030
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Exhibit 99
WESTINGHOUSE COMPLETES ACQUISITION OF CBS INC.
NEW YORK, Nov. 24 /PRNewswire/ -- Westinghouse Electric
Corporation (NYSE: WX) and CBS Inc. (NYSE: CBS) today announced the
completion of the acquisition of CBS and the merger of CBS with
Westinghouse's Group W broadcasting operations, to be called CBS Inc.
CBS Inc. is now a wholly-owned subsidiary of Westinghouse.
The new broadcasting enterprise is the nation's largest television and
radio broadcaster.
Each outstanding share of CBS Common Stock (par value of
$2.50 per share) was converted in the merger into the right to receive
$82.065 in cash.
Chemical Mellon Shareholders Services, L.L.C. has been
retained by Westinghouse to serve as Paying Agent. Letters of
Transmittal, together with instructions for their use, are expected to
be provided promptly to CBS shareholders so that they may receive the
merger consideration.
Westinghouse Electric Corporation is a multi-industry
company headquartered in Pittsburgh, PA. CBS Inc. will maintain its
headquarters in New York City.
/CONTACT: Mimi Limbach, 202-364-3808, or Gil Schwartz, 914-654-
0521, both of Westinghouse/
Page 5 of 5 Pages
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