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): August 1, 1995
WESTINGHOUSE ELECTRIC CORPORATION
---------------------------------
(Exact name of registrant as
specified in its charter)
Pennsylvania 1-977 25-0877540
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(State or other juris- (Commission File (IRS Employer
diction 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 7 Pages
Exhibit Index on Page 3
Item 5. Other Events
On August 1, 1995, the registrant issued a press release
concerning an agreement for the registrant to acquire 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
---------------------------------------------------------
Exhibits
- --------
(c) Exhibits
A press release announcing an agreement for the registrant to
acquire CBS, Inc. is filed as Exhibit 99 to this Report.
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: August 2, 1995
Page 2 of 7 Pages
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- ----------- ------------ -----------
99 Press release announcing 4
agreement for registrant
to acquire CBS, Inc.
Page 3 of 7 Pages
Westinghouse Electric Corporation
Westinghouse Public Relations
FOR IMMEDIATE RELEASE
For Additional Information, contact:
For Westinghouse:
Gene Donati, Clark & Weinstock 212-872-7250 on 8/1 (212-953-2550
thereafter)
Roy Morrow, Westinghouse 212-872-7250 on 8/1 (412-642-3005
thereafter)
For Broadcast and Trade Press:
- ------------------------------
Gil Schwartz, Westinghouse Broadcasting (212) 885-2720
For CBS:
Michael Claes, Burson-Marsteller (212) 614-5236
Tom Goodman, CBS, Inc. (212) 975-8088
WESTINGHOUSE TO ACQUIRE CBS, INC.
Creating Largest Group of Television, Radio Stations in U.S.
Pittsburgh, PA and New York, NY, August 1995 -- Westinghouse
Electric Corporation (NYSE:WX) and CBS Inc. (NYSE:CBS) announced
today that Westinghouse has agreed to acquire CBS. By adding CBS
to Westinghouse's existing media operations, the acquisition will
create a broadcasting organization of unparalleled geographic
scope, owning television and radio station groups each reaching
approximately one-third of U.S. households.
Under the terms of the agreement, which has been approved by the
Board of Directors of each company, Westinghouse will acquire all
of the outstanding shares of CBS for $81 per share in cash plus
certain additional limited consideration depending on the timing
of the closing. The value of the transaction is expected to
total approximately $5.4 billion. The agreement is subject to
various regulatory approvals, the approval of CBS shareholders
and completion of financing. Chemical Bank and J.P. Morgan have
each committed to lend $1 billion and have agreed to arrange the
remainder of the financing. Westinghouse expects to receive the
necessary FCC approvals or waivers and complete the transaction
by the end of 1995 or early 1996.
Michael H. Jordan, chairman and chief executive officer of
Westinghouse, said "With the addition of CBS, Westinghouse is
creating a premier broadcasting powerhouse and taking a
leadership position in programming. Our television and radio
stations will reach more homes than any other broadcaster and
provide a unique and powerful platform for our advertisers. We
expect to build upon our new, combined strengths and considerable
talent to restore CBS television to its historic position as the
#1 television network."
Page 4 of 7 Pages
Jordan noted that this year Westinghouse is celebrating its 75th
anniversary as a broadcaster, and cited the company's history of
innovation, dedication to news and commitment to the communities
it serves. "Since 1920, when Westinghouse transmitted the first
commercial radio broadcast in America, our company has been a
pioneer in broadcasting, engineering and electronics. We have
been, and will continue to be, a leader in serving the public
interest," he added. "Our announcement today is, in many ways, a
return to our roots, confirming that the future of Westinghouse
will be built around our broadcasting and media business. It is
the fastest growing, highest margin segment of our company, and
offers our shareholders tremendous future value."
Laurence A. Tisch, chairman and chief executive officer of CBS,
said, "This agreement joins two great companies with tremendous
depth and a rich history in broadcasting. This transaction also
delivers terrific value for CBS shareholders.
"CBS today is the result of the hard work and indomitable spirit
of an outstanding team of dedicated employees. It is their
efforts that have created a 70-year legacy of leadership in this
industry, and I am confident that their talent will bring the new
Westinghouse/CBS forward as a leading media company of the 21st
century."
Westinghouse's acquisition of CBS will produce the preeminent
broadcasting company in the industry, including:
* The nation's largest television station group, with fifteen
stations covering nearly one-third of the nation, in seven
of the country's top ten markets;
* The nation's largest radio station group, with thirty-nine
stations covering approximately 35 percent of the nation.
All of the top ten U.S. markets will be represented, with
four stations or more in each of the top five radio markets.
Fourteen of these will be news stations, an area where Group
W and CBS have long been market leaders;
* The CBS Television Network, one of the country's leading
distribution systems, broadcasting some of the most
critically acclaimed programs on television, including 60
MINUTES, MURPHY BROWN, PICKET FENCES, CHICAGO HOPE, LATE
SHOW WITH DAVID LETTERMAN and other programs;
* A television affiliate body of more than 200 stations and
radio affiliate body of more than 585 stations, which,
together with the stations owned by Westinghouse/CBS, reach
nearly 100 percent of all U.S. households;
* The largest sales organization in the broadcasting industry,
covering network and spot television sales, radio sales,
cable and sports programming sales;
* CBS Entertainment, which in September will launch its most
ambitious primetime schedule in CBS history with 11 new
programs, including the much anticipated CENTRAL PARK WEST;
Page 5 of 7 Pages
* David Letterman, who made CBS the undisputed leader in late
night television for the first time, and will begin his
third season on the CBS Television Network;
* CBS News, which spans the eras of Edward R. Murrow, Walter
Cronkite and Dan Rather, enters the new television season
with the return of the most watched program in network
history, 60 MINUTES, as well as the CBS EVENING NEWS WITH
DAN RATHER, CBS THIS MORNING, 48 HOURS, SUNDAY MORNING, and
FACE THE NATION;
* CBS Sports, having completed critically acclaimed coverage
of the 1992 and 1994 Winter Olympics, and which is already
preparing for the 1998 Winter Olympics in Nagano, Japan.
CBS Sports also has attracted many key sports franchises
with long-term agreements; and
* The industry leading CBS Entertainment Productions - the
most prolific in-house producer of television programs -
has produced or co-produced such popular programs as DR.
QUINN, MEDICINE WOMAN, RESCUE 911, DAVE'S WORLD and WALKER,
TEXAS RANGER.
While the new Westinghouse/CBS radio group would comply with
existing national ownership caps, the new combined television
station group - which would reach approximately 33 percent of
the nation - would exceed existing Federal regulatory limits.
These regulations now prohibit ownership of television properties
covering more than 25 percent of the viewing public. Legislation
now pending in Congress would raise that national ownership cap
to at least 35 percent.
In addition to the $81 per share consideration, CBS shareholders
will receive a special payment which will be calculated at the
rate of 6 percent per annum of the cash consideration, commencing
from August 31, 1995 until the closing, less any dividends which
otherwise would be payable.
Westinghouse currently operates five major market television
stations, including stations in Philadelphia (KYW), Boston (WBZ),
San Francisco (KPIX), Pittsburgh (KDKA) and Baltimore (WJZ).
In July 1994, CBS and Westinghouse agreed to a comprehensive,
strategic partnership involving, among other things, the
formation of a joint venture to own major market television
stations. Upon FCC approval and consummation of several pending
station transactions, the joint venture will own stations in
Philadelphia (KYW), Miami (WFOR now WCIX), Denver (KCNC), and
Salt Lake City (KUTV). At that time, WCAU in Philadelphia and
WCIX will no longer be owned by CBS, with the latter station
being contributed to the joint venture, which shall be operated
by Westinghouse. Upon FCC approval of the Westinghouse
acquisition of CBS, all of the stations in the joint venture will
be wholly owned by Westinghouse.
Page 6 of 7 Pages
Westinghouse radio properties comprise 18 radio stations in nine
major U.S. markets, including New York (WNEW-FM and WINS-AM), Los
Angeles (KTWV-FM and KFWB-AM), Chicago (WMAQ-AM, WSCR-AM, and
WXRT-FM), San Francisco (KPIX-FM and KPIX-AM), Philadelphia
(WMMR-FM and KYW-AM), Detroit (WLLZ-FM), Houston (KIKK-FM,
KIKK-AM, KILT-FM and KILT-AM), Boston (WBZ-AM) and Pittsburgh
(KDKA-AM).
Westinghouse's Group W Satellite Communications is a leader in
marketing, sales and program distribution for cable networks.
Group W Productions is responsible for program production,
distribution and advertising sales for broadcast syndication. In
conjunction with CBS, it will this fall launch DAY & DATE, one of
the most ambitious new shows for daytime syndication in the last
decade.
In addition to its interests in broadcasting, the Westinghouse
business portfolio includes Power Generation, Electronic Systems,
Energy Systems, Thermo King (mobile temperature control systems),
Government & Environmental Services, and The Knoll Group
(ergonomically designed workstations and office furnishings).
CBS currently owns television stations in New York (WCBS-TV), Los
Angeles (KCBS-TV), Chicago (WBBM-TV), Minneapolis/St. Paul
(WCCO-TV), Green Bay (WFRV-TV), Philadelphia (WCAU-TV) and Miami
(WCIX-TV). CBS has pending transactions to acquire television
stations in Detroit (WGPR) and Providence (WPRI-TV).
CBS also owns eight AM radio stations in New York (WCBS), Los
Angeles (KNX), Chicago (WBBM), San Francisco (KCBS), Philadelphia
(WGMP), Detroit (WWJ), St. Louis (KMOX), and Minneapolis (WCCO).
CBS' 13 owned FM radio stations are located in New York (WCBS),
Los Angeles (KCBS), Chicago (WBBM), San Francisco (KRQR),
Philadelphia (WOGL), Detroit (WYST), Boston (WODS), Dallas (KTXQ
and KRRW), Washington, D.C. (WARW), Houston (KKRW), St. Louis
(KLOU) and Minneapolis (WLTE).
Page 7 of 7 Pages
