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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): April 19, 1996
WESTINGHOUSE ELECTRIC CORPORATION
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(Exact name of registrant as
specified in its charter)
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PENNSYLVANIA 1-977 25-0877540
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(State or other juris- (Commission File (I.R.S. Employer
diction of incorporation) Number) Identification Number)
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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 8 Pages
Exhibit Index on Page 4
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Item 5. Other Events
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On April 19, 1996, the Registrant issued a press release announcing
certain financial actions, 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
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(c) Exhibits
A press release announcing certain financial actions, is filed as
Exhibit 99 to this Report.
Page 2 of 8 Pages
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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
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Fredric G. Reynolds
Executive Vice President and
Chief Financial Officer
Date: April 19, 1996
Page 3 of 8 Pages
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EXHIBIT INDEX
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Sequential
Exhibit No. Description Page No.
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99 A press release announcing certain 5
financial actions, dated April 19,
1996.
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Page 4 of 8 Pages
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Exhibit 99
Contact: Kevin J. Ramundo
Telephone: (412) 642-4989
FOR USE: IMMEDIATE
WESTINGHOUSE TO REPORT $1.2 BILLION GAIN FOR FIRST QUARTER DIVESTITURES;
AFTER-TAX CHARGE OF $813 MILLION WILL BE TAKEN
o - STREAMLINING OF INDUSTRIAL AND TECHNOLOGY BUSINESSES CONTINUES
o - FINANCIAL IMPACT OF LEGACIES REDUCED
o - ACCOUNTING ACTIONS IMPLEMENTED
PITTSBURGH, April 19 - Westinghouse Electric Corporation's first quarter
results will include an after-tax gain of $1.2 billion from the sales of its
defense electronics business and The Knoll Group. The $3.6 billion in proceeds
from the divestitures were used to pay down a significant portion of the CBS
acquisition debt well ahead of schedule.
In addition, the company continued its actions to streamline its industrial
and technology businesses, reduce the future financial impact of legacies and
implement certain accounting actions. As a result, the quarter will also include
an after-tax charge of $813 million.
Of the total charge, approximately half is non-cash. The major portion of
the cash impact will occur beyond the year 1998. In 1996 and 1997, the cash
impact is expected to be offset by the monetization of assets related to these
charges.
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WESTINGHOUSE TO REPORT $1.2 BILLION GAIN FOR FIRST QUARTER -2-
DIVESTITURES; AFTER-TAX CHARGE OF $813 MILLION WILL BE TAKEN
In commenting on these events, Michael H. Jordan, Westinghouse's chairman
and chief executive officer, said, "We are taking strategic and financial
actions to further focus and improve the competitiveness of our industrial and
technology business portfolio and to reduce the future financial impact from
legacies such as litigation. The result of these divestitures and the actions we
are taking this quarter will strengthen our balance sheet and further improve
our financial flexibility."
The company continues to streamline the industrial and technology
businesses and reduce the future financial impact of legacies. The actions that
follow contributed $608 million to the first quarter after-tax charge:
o The company decided to exit the Environmental Services business and has
revalued other assets that have been identified for sale. Several
strategic and financial buyers have expressed interest in the
environmental business. Total asset sales in 1996, including those
described above and other asset sales anticipated during the year, are
expected to result in cash proceeds of $300 - $500 million.
o The company previously announced plans to close its Pensacola, Fla.
Power Generation manufacturing operation and reduce the workforce in its
energy systems business.
o A reserve has been established to provide for possible settlement of
certain litigation matters as the company continues efforts to resolve
legacies and reduce their future financial impact.
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WESTINGHOUSE TO REPORT $1.2 BILLION GAIN FOR FIRST QUARTER
DIVESTITURES; AFTER-TAX CHARGE OF $813 MILLION WILL BE TAKEN -3-
The non-cash charge to implement certain accounting actions will total $188
million after-tax:
- As previously announced, the company will adopt Statement of Financial
Accounting Standards Number 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
- Deferred financing fees relating to the early extinguishment of a
portion of the CBS acquisition debt will be written off as an
extraordinary item.
- Power Generation's application of long-term contract accounting will be
modified primarily due to the growth of international new apparatus
sales.
In addition to the actions being announced today, Westinghouse and its
outside consultants are also in the process of reviewing the company's
environmental remediation strategies to determine the most efficient way to
discharge these obligations. This review may result in a second quarter charge.
A net benefit of approximately $530 million to shareholders' equity in the
first quarter will result from the sale of the defense electronics business and
The Knoll Group, and the first quarter charges. The company expects its
remaining net operating loss carryforward to be approximately $1.6 billion. As
a result, the company's balance sheet and financial flexibility will improve.
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WESTINGHOUSE ELECTRIC CORPORATION
SPECIAL CHARGES TO OPERATIONS
FIRST QUARTER 1996
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PRE-TAX AFTER-TAX
CHARGE CHARGE
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CONTINUING OPERATIONS:
Restructuring 125 76
Litigation matters 486 294
Loss on assets held for sale 151 92
Impairment of assets 55 48
Long-term accounting adjustments/other 158 94
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Total impact on Continuing Operations 975 604
DISCONTINUED OPERATIONS:
Estimated loss on disposal of
environmental services business 146
EXTRAORDINARY ITEM:
Loss on extinguishment of debt 63
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Total amount of special charges 813
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Per-share impact of special charges 1.85
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