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United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Micros Systems, Inc.
- - ------------------------------------------------------------------------
(Name of Issuer)
Common Stock Par Value $0.025 Per Share
- - ------------------------------------------------------------------------
(Title of Class of Securities)
594901100
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(CUSIP Number)
James M. Plasynski, Assistant General Counsel,
Westinghouse Electric Corporation,
Westinghouse Building, 11 Stanwix Street, Pittsburgh, PA 15222
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 19, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box _.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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Schedule 13D
CUSIP No. 594901100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westinghouse Electric Corporation
25-0877540
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)__
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC (see Amended Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES 0 (see Amended Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see Amended Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,849,123 (see Amended Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.8% (calculated based on the number of shares outstanding as of
March 31, 1995)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Schedule 13D
CUSIP No. 594901100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westinghouse Holdings Corporation
25-1638829
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)__
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC (see Amended Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,849,123 (see Amended Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,849,123 (see Amended Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,849,123 (see Amended Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.8% (calculated based on the number of shares outstanding as of
March 31, 1995)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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The Schedule 13D filed on October 30, 1989 by Westinghouse Electric
Corporation ("Westinghouse"), as amended, is hereby further amended by
this Amendment No. 5 as follows:
1. Item 2 is amended to report that on June 19, 1995, Westinghouse
made a capital contribution of all of its 4,849,123 shares of Common
Stock of Micros to Westinghouse Holdings Corporation ("WHC"), a
Delaware corporation and a wholly owned subsidiary of Westinghouse.
WHC's principal business is to be a holding company for certain of
the businesses and interests of Westinghouse. The address of its
principal business and its principal office is 314 West 90th Street,
Minneapolis, Minnesota 55420.
Schedule I of Item 2 is amended by substituting therefor the
attached Schedule I, which is a list of the directors and executive
officers of WHC and Westinghouse, setting forth the following
information with respect to each such person: (i) name, (ii)
business address and (iii) present principal occupation or employment
and the name and address of any corporation or other organization in
which such employment is conducted. Except for Robert E. Cawthorn,
who is a British citizen, each person identified in Schedule I hereto
is a United States citizen.
Item 2 is further amended to report that during the last five years,
none of WHC, Westinghouse, or, to the best of WHC's or
Westinghouse's knowledge, any person identified in Schedule I
hereto, has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or has been subject to
a judgment, decree or final order of a judicial or administrative
body of competent jurisdiction enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
2. Item 3 is amended to report that WHC acquired the shares of Common
Stock as a result of a capital contribution from Westinghouse.
3. Item 4 is amended to report that Micros has registered the shares of
Common Stock owned by WHC under the Securities Act of 1933 so that
WHC can sell such shares to or through underwriters, through one
or more agents or dealers or directly to purchasers. Although WHC
presently intends to sell such shares, there can be no assurance as
to when or how WHC will proceed with such a sale or that it will
effect a sale of any of its shares in any manner.
4. Item 5 is amended to report that effective June 19, 1995, WHC
beneficially owned an aggregate of 4,849,123 shares of Common Stock
and Westinghouse indirectly beneficially owned an aggregate of
4,849,123 shares of Common Stock by virtue of its sole ownership of
WHC. Based on the 7,848,761 shares of Common Stock outstanding as
of March 31, 1995, as reported by Micros in its Quarterly Report on
Form 10-Q for its fiscal quarter ended March 31, 1995, WHC and
Westinghouse were the beneficial owners of approximately 62% of the
outstanding shares of Common Stock. WHC has the power to vote or
to direct the vote and to dispose or to direct the disposition of
4,849,123 shares of Common Stock.
Item 5 is also amended to report that to the best of WHC's and
Westinghouse's knowledge, no person identified in Schedule I hereto,
beneficially owns any shares of Common Stock.
Item 5 is further amended to report that except as described in
Item 2, no transactions in shares of Common Stock have been effected
during the past sixty days by WHC, Westinghouse or, to the best of
WHC's or Westinghouse's knowledge, any person identified in
Schedule I hereto.
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5. Item 6 is amended to report that WHC is a wholly owned subsidiary of
Westinghouse.
6. Any information previously included in the Schedule 13D, as amended,
and not revised or modified as described in this Amendment No. 5
remains unchanged.
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Signature
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Amendment No. 5 is
true, complete and correct.
Dated: June 29, 1995
WESTINGHOUSE ELECTRIC CORPORATION
By: /s/ Fredric G. Reynolds
______________________________
Fredric G. Reynolds
Executive Vice President and
Chief Financial Officer
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Signature
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Amendment No. 5 is
true, complete and correct.
Dated: June 29, 1995
WESTINGHOUSE HOLDINGS CORPORATION
By: /s/ James G. Kosloff
_____________________________
James G. Kosloff
Vice President
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Schedule I
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Name, business address and present
principal occupation or employment of
the directors and executive officers of
Westinghouse Holdings Corporation:
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Directors
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Present Principal Occupation and
Name, Business Address Address of Employment
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T. F. Catania Vice President & Treasurer
Thermo King Corporation Thermo King Corporation
314 West 90th Street 314 West 90th Street
Minneapolis, MN 55420 Minneapolis, MN 55420
A. W. Frisch Vice President & General Tax
Westinghouse Electric Corporation Counsel
11 Stanwix Street Westinghouse Electric Corporation
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
Fredric G. Reynolds Executive Vice President &
Westinghouse Electric Corporation Chief Financial Officer
11 Stanwix Street Westinghouse Electric Corporation
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
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Executive Officers
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Present Principal Occupation and
Name, Business Address Address of Employment
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T. F. Catania Vice President & Treasurer
President, Westinghouse Holdings Thermo King Corporation
Corporation 314 West 90th Street
314 West 90th Street Minneapolis, MN 55420
Minneapolis, MN 55420
J. G. Kosloff Director, Risk Management
Vice President, Westinghouse Westinghouse Electric Corporation
Holdings Corporation 11 Stanwix Street
11 Stanwix Street Pittsburgh, PA 15222
Pittsburgh, PA 15222
C. E. Morf Vice President & Treasurer
Treasurer, Westinghouse Westinghouse Electric Corporation
Holdings Corporation 11 Stanwix Street
11 Stanwix Street Pittsburgh, PA 15222
Pittsburgh, PA 15222
M. E. Roberts Treasury Manager
Vice President, Westinghouse Thermo King Corporation
Holdings Corporation 314 West 90th Street
314 West 90th Street Minneapolis, MN 55420
Minneapolis, MN 55420
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Name, business address, and present
principal occupation or employment of
the directors and executive officers of
Westinghouse Electric Corporation:
------------------------------------
Directors
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Present Principal Occupation and
Name, Business Address Address of Employment
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Frank C. Carlucci Chairman
The Carlyle Group The Carlyle Group
1001 Pennsylvania Avenue, N.W. 1001 Pennsylvania Avenue, N.W.
Washington, DC 20004-2505 Washington, DC 20004-2505
Robert E. Cawthorn Chairman
Rhone-Poulenc Lorer, Inc. Rhone-Poulenc Lorer, Inc.
500 Arcola Road 500 Arcola Road
Collegeville, PA 19426 Collegeville, PA 19426
Gary M. Clark President
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
George H. Conrades President and Chief Executive
Bolt Beranek & Newman Inc. Officer
150 Cambridge Park Drive Bolt Beranek & Newman Inc.
Cambridge, MA 02140 150 Cambridge Park Drive
Cambridge, MA 02140
William H. Gray III President and Chief Executive
United Negro College Fund, Inc. Officer
8260 Willow Oaks Corporate Drive United Negro College Fund, Inc.
P.O. Box 10444 8260 Willow Oaks Corporate Drive
Fairfax, VA 22031 P. O. Box 10444
Fairfax, VA 22031
Michael H. Jordan Chairman and Chief Executive
Westinghouse Electric Corporation Officer
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
David T. McLaughlin Chairman and Chief Executive
The Aspen Institute Officer
Carmichael Road The Aspen Institute
Queenstown, MD 21658 Carmichael Road
Queenstown, MD 21658
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Directors (cont.)
---------
Present Principal Occupation and
Name, Business Address Address of Employment
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Richard M. Morrow Retired Chairman and
AMOCO Corporation Chief Executive Officer
200 E. Randolph Drive AMOCO Corporation
Chicago, IL 60601-7125 200 E. Randolph Drive
Chicago, IL 60601
Richard R. Pivirotto President
Richard R. Pivirotto Co., Inc. Richard R. Pivirotto Co., Inc.
111 Clapboard Ridge Road 111 Clapboard Ridge Road
Greenwich, CT 06830 Greenwich, CT 06830
Paula Stern President
The Stern Group, Inc. The Stern Group, Inc.
3314 Ross Place, N.W. 3314 Ross Place, N.W.
Washington, DC 20008 Washington, DC 20008
Robert D. Walter Chairman and Chief Executive
Cardinal Health, Inc. Officer
655 Metro Place South Cardinal Health, Inc.
Suite 925 655 Metro Place South
Dublin, OH 43017 Suite 925
Dublin, OH 43017
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Executive Officers
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Present Principal Occupation and
Name, Business Address Address of Employment
- - ---------------------- ---------------------------------
Michael H. Jordan Chairman and Chief Executive
Westinghouse Electric Corporation Officer
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
Gary M. Clark President
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Frank R. Bakos President - Power Generation
Westinghouse Electric Corporation Westinghouse Electric Corporation
The Quadrangle The Quadrangle
4400 Alafaya Trail 4400 Alafaya Trail
Orlando, FL 32826-2399 Orlando, FL 32826-2399
Louis J. Briskman Senior Vice President and
Westinghouse Electric Corporation General Counsel
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
Francis J. Harvey President - Electronic Systems
Westinghouse Electric Corporation Westinghouse Electric Corporation
P.O. Box 1693, M.S. A500 P.O. Box 1693, M.S. A500
Baltimore, MD 21203 Baltimore, MD 21203
W. C. Bill Korn Chairman and Chief Executive
Westinghouse Broadcasting Company Officer - Westinghouse
200 Park Avenue Broadcasting Company
New York, NY 10166 Westinghouse Broadcasting Company
200 Park Avenue
New York, NY 10166
Richard A. Linder Chairman - Electronic Systems
Westinghouse Electric Corporation Westinghouse Electric Corporation
P. O. Box 1693, Mail Stop A500 P. O. Box 1693, Mail Stop A500
Baltimore, MD 21203 Baltimore, MD 21203
James S. Moore President - Westinghouse
Westinghouse Electric Corporation Government & Environmental
Westinghouse Building Services Co.
11 Stanwix Street Westinghouse Electric Corporation
Pittsburgh, PA 15222 Westinghouse Building
11 Stanwix Street
Pittsburgh, PA 15222
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Executive Officers (con't.)
------------------
Fredric G. Reynolds Executive Vice President
Westinghouse Electric Corporation and Chief Financial Officer
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
Louis J. Valerio Vice President and Controller
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
James F. Watson, Jr. President - Thermo King
Thermo King Corporation Thermo King Corporation
314 W. 90th Street 314 W. 90th Street
Minneapolis, MN 55420 Minneapolis, MN 55420
Nathaniel D. Woodson President - Energy Systems
Westinghouse Electric Corporation Westinghouse Electric Corporation
Energy Center Energy Center
4350 Northern Pike 4350 Northern Pike
Monroeville, PA 15146 Monroeville, PA 15146
