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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 29, 1996
WESTINGHOUSE ELECTRIC CORPORATION
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(Exact name of registrant as
specified in its charter)
Pennsylvania 1-977 25-0877540
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(State or other jurisdiction (Commission File (IRS Employer
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 5 Pages
Exhibit Index on Page 5
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Item 4. Changes in Registrant's Certifying Accountant
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(a) Previous Independent Accountants
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(i) Westinghouse Electric Corporation (the "Company") replaced
Price Waterhouse LLP ("Price Waterhouse") as its principal
accountants, effective June 3, 1996. The action was
recommended by the Company's Audit Review Committee and was
approved by the Company's Board of Directors. The Company
replaced Price Waterhouse after reviewing competitive
proposals from five major accounting firms, including Price
Waterhouse. These proposals were requested in light of the
substantial refocusing of auditing resources required by
the significant portfolio restructuring which recently
occurred at the Company, including the acquisition of CBS
Inc. and the sale of the Company's defense and electronic
systems business.
(ii) Price Waterhouse's reports on the Company's financial
statements for the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) During the two most recent fiscal years and any subsequent
interim period preceding June 3, 1996, (i) there were no
disagreements with Price Waterhouse on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of
Price Waterhouse, would have caused Price Waterhouse to
make a reference to the subject matter of the disagreements
in connection with its reports in the financial statements
for such years, and (ii) there were no reportable events
as described in Item 304 of Regulation S-K.
(iv) The Company provided Price Waterhouse with a copy of this
report no later than the date this report was filed with
the Securities and Exchange Commission and has requested
that Price Waterhouse furnish it with the letter described
in Item 304(a)(3) of Regulation S-K. A copy of the
letter from Price Waterhouse to the Securities and
Exchange Commission described in Item 304(a)(3) of
Regulation S-K is filed as Exhibit 16 hereto.
(b) New Independent Accountants
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(i) The Company engaged KPMG Peat Marwick LLP ("Peat Marwick")
as the Company's principal accountants to audit the
Company's financial statements, effective June 3, 1996. The
action was recommended by the Company's Audit Review
Committee and was approved by the Company's Board of
Directors. Neither the Company nor anyone on its behalf has
consulted with Peat Marwick regarding the application of
accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statements, and
neither a written report nor oral advice was provided to the
Company that Peat Marwick concluded was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue during its
two most recent fiscal years or the subsequent interim
period prior to engaging Peat Marwick.
Page 2 of 5 Pages
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
16 Letter from Price Waterhouse dated June 5, 1996,
pursuant to Item 304(a)(3) of Regulation S-K.
Page 3 of 5 Pages
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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
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Fredric G. Reynolds
Executive Vice President and
Chief Financial Officer
Date: June 5, 1996
Page 4 of 5 Pages
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
16 Letter from Price
Waterhouse LLP pursuant
to Item 304(a)(3) of
Regulation S-K
Page 5 of 5 Pages
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Exhibit 16
June 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Westinghouse Electric Corporation
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We have read Item 4 of Westinghouse Electric Corporation's Form 8-K dated June
5, 1996 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Pittsburgh, Pennsylvania
