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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. 6)*
Micros Systems, Inc.
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(Name of Issuer)
Common Stock, par value $0.025 per share
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(Title of Class of Securities)
594901100
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(CUSIP Number)
Michael T. Sweeney
Assistant General Counsel
Westinghouse Electric Corporation
Westinghouse Building
11 Stanwix Street
Pittsburgh, Pennsylvania 15222
(412) 642-3343
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 6, 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 3d-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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<TABLE>
<CAPTION>
CUSIP NO. 594901100 SCHEDULE 13D
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<S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Pennsylvania
7 SOLE VOTING POWER
0 (see Amended Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0 (see Amended Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,849,123 (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)
49.0% (calculated based on the number of shares outstanding as of
March 31, 1995)
14 TYPE OF REPORTING PERSON*
CO
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
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<TABLE>
<CAPTION>
CUSIP NO. 594901100 SCHEDULE 13D
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<S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Delaware
7 SOLE VOTING POWER
3,849,123 (see Amended Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,849,123 (see Amended Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,849,123 (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)
49.0% (calculated based on the number of shares outstanding as of
March 31, 1995)
14 TYPE OF REPORTING PERSON*
CO
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
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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. 6 as follows:
1. Item 4 is amended to report the disposition by WHC on July 6, 1995
of 1,000,000 shares of Common Stock of Micros pursuant to a registration
statement filed with the Securities and Exchange Commission on January 25,
1995 as subsequently amended.
2. Item 5 is amended to report that effective upon the closing of the
sale by WHC on July 6, 1995 of 1,000,000 shares of the Common Stock of
Micros, the aggregate number of shares of said Common Stock beneficially
owned by WHC will decline to 3,849,123 shares, and Westinghouse thereupon
will indirectly beneficially own an aggregate of 3,849,123 shares of the
Common Stock by virtue of the sole ownership by Westinghouse 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 will be the beneficial
owners of approximately 49.0% 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, 3,849,123 shares of Common Stock.
Item 5 is further amended to report that except as described in Item 4,
as amended herein, no transactions in shares of Common Stock of Micros
have been effected during the past sixty days by Westinghouse, WHC, or, to
the best of Westinghouse's or WHC's knowledge, any executive officer or
director of Westinghouse or of WHC.
3. Item 6 is amended to report the sale by WHC on July 6, 1995 of
1,000,000 shares of the Common Stock of Micros.
4. Any information previously included in the Schedule 13D, as
amended, and not expressly revised or modified as described in this
Amendment No. 6, remains unchanged.
5. The registration statement referenced in Item 4 is incorporated by
reference to the filing of the registration statement on January 25, 1995
as subsequently amended.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 6 is true,
complete and correct.
WESTINGHOUSE ELECTRIC CORPORATION
Dated: July 11, 1995 By /s/ FREDRIC G. REYNOLDS
----------------------------
Fredric G. Reynolds
Executive Vice President and
Chief Financial Officer
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 6 is true,
complete and correct.
WESTINGHOUSE HOLDINGS CORPORATION
Dated: July 11, 1995 By /s/ CLAUDIA E. MORF
------------------------
Claudia E. Morf
Treasurer
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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 Electric Corporation:
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Directors
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<TABLE>
<CAPTION>
Present Principal Occupation and
Name, Business Address Address of Employment
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<S> <C>
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 Officer
Bolt Beranek & Newman Inc. Bolt Beranek & Newman Inc.
150 Cambridge Park Drive 150 Cambridge Park Drive
Cambridge, MA 02140 Cambridge, MA 02140
William H. Gray III President and Chief Executive Officer
United Negro College Fund, Inc. United Negro College Fund, Inc.
8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive
P.O. Box 10444 P.O. Box 10444
Fairfax, VA 22031 Fairfax, VA 22031
Michael H. Jordan Chairman and Chief Executive Officer
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
</TABLE>
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Directors (con't.)
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<TABLE>
<CAPTION>
Present Principal Occupation and
Name, Business Address Address of Employment
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<S> <C>
David T. McLaughlin Chairman and Chief Executive Officer
The Aspen Institute The Aspen Institute
Carmichael Road Carmichael Road
Queenstown, MD 21658 Queenstown, MD 21658
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 Officer
Cardinal Health, Inc. Cardinal Health, Inc.
655 Metro Place South 655 Metro Place South
Suite 925 Suite 925
Dublin, OH 43017 Dublin, OH 43017
</TABLE>
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Executive Officers
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<TABLE>
<CAPTION>
Present Principal Occupation and
Name, Business Address Address of Employment
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<S> <C>
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
</TABLE>
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Executive Officers (con't.)
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<TABLE>
<CAPTION>
Present Principal Occupation and
Name, Business Address Address of Employment
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<S> <C>
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
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
</TABLE>
