<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 31, 1996
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 5 Pages
Exhibit Index on Page 4
<PAGE> 2
Item 5. Other Events
------------
On December 31, 1996, the registrant issued a press release announcing
the completion of the merger of R Acquisition Corp., a Delaware corporation and
a wholly-owned subsidiary of Westinghouse Electric Corporation ("Westinghouse"),
into Infinity Broadcasting Corp., a Delaware corporation, which as a result
became a wholly-owned subsidiary of Westinghouse, a copy of which is attached
hereto as Exhibit 99 and is incorporated in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) Financial Statements of business acquired
This information has been included in Westinghouse's Registration
Statement on Form S-4 (No. 333-13219) dated October 22, 1996.
(b) Pro Forma Financial Information
This information has been included in Westinghouse's Registration
Statement on Form S-4 (No. 333-13219) dated October 22, 1996.
(c) Exhibits
A press release issued by the registrant on December 31, 1996, is filed as
Exhibit 99 to this Report.
Page 2 of 5 Pages
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company 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 31, 1996
Page 3 of 5 Pages
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Sequential Page No.
<S> <C> <C>
99 A press release issued by
the Company on December 31,
1996. 5
</TABLE>
Page 4 of 5 Pages
<PAGE> 1
EXHIBIT 99
December 31, 1996
WESTINGHOUSE/INFINITY TRANSACTION CLOSES
Westinghouse Electric Corporation and Infinity Broadcasting Corporation
have completed the transaction merging the two companies, it was announced by
Michael Jordan, Chairman and Chief Executive Officer, Westinghouse Electric
Corporation, and Mel Karmazin, President and Chief Executive Officer, Infinity
Broadcasting Corporation. Mel Karmazin will lead the combined CBS Radio
group and will serve, along with Peter Lund, in the Office of the Chairman,
recently formed by Mr. Jordan.
The Federal Communications Commission approved the transaction in a
unanimous vote on December 26 that completed the approval process. The
Department of Justice had approved the merger on November 12, and shareholders
of Westinghouse and Infinity voted their approval in separate special meetings
on December 10.
The merger creates the premier radio group in the world, with total
revenues of approximately $1 billion. Consisting of 79 radio stations in 17
markets, the group has 64 stations in the top 10 markets.
* * *
Page 5 of 5 Pages
