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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. 3)*
Westinghouse Electric Corporation
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
960402
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(CUSIP Number)
James M. Plasynski
Assistant General Counsel
Westinghouse Electric Corporation,
Westinghouse Building
11 Stanwix Street
Pittsburgh, PA 15222
(412) 642-2591
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 1996
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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.
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* 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. 960402
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WPIC CORPORATION 25-1350122
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (See Amended Item 3)
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
27,371,878 (see Amended Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
27,371,878 (see Amended Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,371,878
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6.49% (based on the number of shares outstanding as
of October 31, 1996)
14 TYPE OF REPORTING PERSON*
CO
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
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The Schedule 13D filed on January 15, 1996 by WPIC Corporation ("WPIC"),
as amended, is hereby further amended by this Amendment No. 3 as follows:
1. Item 3 is amended to report that on December 12, 1996, Westinghouse
Electric Corporation ("Westinghouse") sold 1,870,749 shares of
Westinghouse's common stock ("Common Stock") to the Westinghouse Executive
Pension Trust ("Executive Trust") for approximately $33,000,000 pursuant to
a Private Placement Agreement dated as of December 12, 1996 by and among
Westinghouse; Mellon Bank, N.A., Trustee for the Executive Trust; and WPIC.
Trust Funds were used for the purchase. In addition, on August 23, 1996,
Westinghouse sold 70,153 shares of common stock to the Executive Deferred
Compensation Trust ("Deferred Trust") for approximately $1,099,999 pursuant
to a Private Placement Agreement dated as of August 23, 1996 by and among
Westinghouse; Mellon Bank, N.A., Trustee for the Executive Trust; and WPIC.
Trust Funds were used for the purchase. For financial statement
presentation purposes, the shares of Common Stock sold to the Executive
Trust and to the Deferred Trust are treated as treasury shares as long as
the shares remain in these trusts, and therefore are not considered
outstanding in calculating Westinghouse's earnings per share.
WPIC is the beneficial owner of the Common Stock sold to the Deferred Trust
pursuant to an Investment Management Agreement between Westinghouse and
WPIC dated June 22, 1995. WPIC is the beneficial owner of the Common Stock
sold to the Executive Trust pursuant to an Investment Management Agreement
between Westinghouse and WPIC dated June 22, 1995.
2. Item 5 is amended to report that effective December 12, 1996, WPIC
beneficially owned an aggregate of 27,371,878 shares of Common Stock.
Based on the 421,597,801 shares of Common Stock outstanding as of October
31, 1996, as reported by Westinghouse in its Quarterly Report on Form 10-Q
for its fiscal quarter ended September 30, 1996, WPIC was the beneficial
owner of approximately 6.49% of the outstanding shares of Common Stock.
Fredric G. Reynolds beneficially owned as of December 12, 1996, 505,500
shares of Common Stock, 18,000 of which he owned directly and 487,500 of
which he has the right to acquire through stock options. Claudia E. Morf
beneficially owned as of December 12, 1996, 120,107 shares of Common Stock,
107 of which she owned directly and 20,000 of which she has the right to
acquire through stock options. Julie Forsythe beneficially owned as of
December 12, 1996, 2,399 shares of Common Stock, 99 of which she owned
through the Westinghouse Savings Program and 2,300 of which she has the
right to acquire through stock options. Based on the 421,597,801 shares of
Common Stock outstanding as of October 31, 1996, as reported by
Westinghouse in its Quarterly Report on Form 10-Q for its fiscal quarter
ended September 30, 1996, as of December 12, 1996, the persons identified
in Schedule I beneficially owned an aggregate of approximately .1% of the
outstanding shares of Common Stock.
On November 20, 1996 WPIC sold 64,000 shares of Common Stock owned by the
Executive Trust to Westinghouse at a per share price of 18 3/4, in a
private transaction. The purpose of the sale was to meet certain payment
obligations of the Executive Trust. Except as described in the preceding
sentence and numbered paragraph 1 above, no transactions in shares of
Common Stock have been effected during the past sixty days by WPIC, or, to
the best of WPIC's knowledge, any person identified in Schedule I hereto.
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WPIC has the sole power to dispose of and vote 27,371,878 shares of Common
Stock.
The persons identified in Schedule I have the sole power to direct the
disposition of and vote the shares of Common Stock beneficially owned by
them as set forth herein above.
3. Any information previously included in the Schedule 13D, as amended, and
not revised or modified as described in this Amendment No. 3, remains
unchanged.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 3 is true,
complete and correct.
WPIC CORPORATION
Dated: December 18, 1996 By: /s/ JULIE FORSYTHE
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Name: Julie Forsythe
Title: Vice President and
Assistant Treasurer
