<PAGE> 1
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): December 29, 1995
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
--------------
Page 1 of 6 Pages
Exhibit Index on Page 4
<PAGE> 2
Item 5. Other Events
------------
On December 29, 1995, the registrant issued a press release
announcing the adoption of a shareholder rights plan, 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 Exhibits
------------------------------------------------------------------
(c) Exhibits
A press release announcing the adoption of a shareholder rights plan
is filed as Exhibit 99 to this Report.
Page 2 of 6 Pages
<PAGE> 3
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
---------------------------------
Fredric G. Reynolds
Executive Vice President and
Chief Financial Officer
Date: December 29, 1995
Page 3 of 6 Pages
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Sequential Page No.
<S> <C> <C>
99 Press release announcing 5
the adoption of a shareholder
rights plan.
</TABLE>
Page 4 of 6 Pages
<PAGE> 1
WESTINGHOUSE PUBLIC RELATIONS [Logo]
Contact: Vaughn Gilbert
Telephone: (412) 642-5564
FOR USE: IMMEDIATE
WESTINGHOUSE ELECTRIC CORPORATION BOARD
ADOPTS SHAREHOLDER RIGHTS PLAN
PITTSBURGH, Dec. 29 - Westinghouse Electric Corporation announced today
that its Board of Directors has adopted a Shareholder Rights Plan designed to
discourage takeovers that do not provide fair value to all shareholders. The
plan is similar to those adopted by a number of other companies. The Board is
not aware of any effort to acquire control of the company.
In commenting on the Rights Plan, Michael H. Jordan, chairman and chief
executive officer of Westinghouse, said, "The Board of Directors believes that
the Shareholder Rights Plan represents a sound and reasonable means of
safeguarding the interests of shareholders." Mr. Jordan also said, "The plan is
designed to enable the company and all of its shareholders to realize the
potential from our recent acquisition of CBS and the other changes management
has made to increase shareholder value."
-more-
Page 5 of 6
<PAGE> 2
WESTINGHOUSE ELECTRIC CORPORATION BOARD
ADOPTS SHAREHOLDER RIGHTS PLAN -2-
Terms of the Rights Plan provide for a dividend distribution of one right
for each share of Common Stock of Westinghouse to holders of record at the close
of business on January 9, 1996. The rights will become exercisable only in the
event, with certain exceptions, an acquiring party accumulates 15 percent or
more of Westinghouse's voting stock, or a party announces an offer to
acquire 30 percent or more of the voting stock. The rights have an exercise
price of $64 and will expire on January 9, 2006.
Upon the occurrence of certain events, holders of the rights will be
entitled to purchase either Westinghouse preferred shares or shares in an
"acquiring entity" at half of market value. Westinghouse generally will be
entitled to redeem the rights at a value of $.01 per right at any time until the
tenth day following the acquisition of a 15 percent position in its voting
stock. Details of the new Rights Plan will be outlined in a letter to
shareholders.
##1000-1221##
-12/29/95-
Page 6 of 6
