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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. 2)*
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)
January 15, 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 [X]. (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.
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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*
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
25,494,976 (see Amended Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
25,494,976 (see Amended Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,494,976
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6.14% (based on the number of shares outstanding as
of October 31, 1995)
14 TYPE OF REPORTING PERSON*
CO
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
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The Schedule 13D filed on June 23, 1995 by WPIC Corporation ("WPIC"), as
amended, is hereby further amended by this Amendment No. 2 as follows:
1. Schedule I of Item 2 is amended by substituting therefor the attached
Schedule I.
2. Item 4 is amended to report the sale by WPIC on January 15, 1996 of
1,250,000 shares of Common Stock owned by the Deferred Trust to
Westinghouse. The purpose of the sale was to meet certain payment
obligations of the Deferred Trust.
3. Item 5 is amended to report that effective January 15, 1996, WPIC
beneficially owned an aggregate of 25,494,976 shares of Common Stock.
Based on the 415,261,641 shares of Common Stock outstanding as of October
31, 1995, as reported by Westinghouse in its Quarterly Report on Form 10-Q
for its fiscal quarter ended September 30, 1995, WPIC was the beneficial
owner of approximately 6.14 % of the outstanding shares of Common Stock.
Fredric G. Reynolds beneficially owned as of January 15, 1996, 395,500 shares
of Common Stock, 8,000 of which he owned directly and 387,500 of which he has
the right to acquire through stock options. Claudia E. Morf beneficially
owned as of January 15, 1996, 90,500.5 shares of Common Stock, 500.5 of which
she owned directly and 90,000 of which she has the right to acquire through
stock options. Julie Forsythe beneficially owned as of January 15, 1996, 397
shares of Common Stock, 97 of which she owned through the Westinghouse
Savings Program and 300 of which she has the right to acquire through stock
options. Based on the 415,261,641 shares of Common Stock outstanding as of
October 31, 1995, as reported by Westinghouse in its Quarterly Report on Form
10-Q for its fiscal quarter ended September 30, 1995, as of January 15, 1996,
the persons identified in Schedule I beneficially owned an aggregate of
approximately .1% of the outstanding shares of Common Stock.
Except as described in Item 4, 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.
WPIC has the sole power to dispose of and vote 25,494,976 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.
4. Item 6 is amended to report the sale by WPIC on January 15, 1996 of
1,250,000 shares of Common Stock owned by the Deferred Trust to
Westinghouse.
5. Any information previously included in the Schedule 13D, as amended, and
not revised or modified as described in this Amendment No. 2, remains
unchanged.
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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. 2 is true, complete
and correct.
WPIC CORPORATION
Dated: January 18, 1996 By: /s/ JULIE FORSYTHE
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Name: Julie Forsythe
Title: Vice President and
Assistant Treasurer
LAW2:14436
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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
WPIC Corporation:
Directors
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<TABLE>
<CAPTION>
Present Principal Occupation and
Name, Business Address Address of Employment
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<S> <C>
Julie Forsythe Director, Pensions
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Claudia E. Morf Vice President and Treasurer
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Fredric G. Reynolds Executive Vice President and
Westinghouse Electric Corporation Chief Financial Officer
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
</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>
Julie Forsythe Director, Pensions
Vice President and Assistant Treasurer, Westinghouse Electric Corporation
WPIC Corporation Westinghouse Building
Westinghouse Building 11 Stanwix Street
11 Stanwix Street Pittsburgh, PA 15222
Pittsburgh, PA 15222
Claudia E. Morf Vice President and Treasurer
President and Treasurer, Westinghouse Electric Corporation
WPIC Corporation Westinghouse Building
Westinghouse Building 11 Stanwix Street
11 Stanwix Street Pittsburgh, PA 15222
Pittsburgh, PA 15222
</TABLE>
