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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): June 20, 1996
WESTINGHOUSE ELECTRIC CORPORATION
(Exact name of registrant as
specified in its charter)
Pennsylvania 1-977 25-0877540
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File 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 4
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Item 5. OTHER EVENTS
On June 20, 1996, the registrant issued a press release announcing a
merger agreement involving the registrant and Infinity Broadcasting Corp.,
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
(c) Exhibits
A press release issued by the registrant on June 20, 1996, is filed as
Exhibit 99 to this Report.
Page 2 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 20, 1996
Page 3 of 5 Pages
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EXHIBIT INDEX
Exhibit No . Description Sequential Page No.
99 A press release issued by the 5
Company on June 20, 1996.
Page 4 of 5 Pages
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Contact: Kevin Ramundo
Westinghouse
212-975-3835
Farid Suleman
Infinity
212-975-4545
Jack Bergen
Westinghouse
212-975-3838
WESTINGHOUSE AND INFINITY TO MERGE
- $3.9 billion stock deal
- Combines major broadcasting companies in rapidly
consolidating radio industry.
- Mr. Mel Karmazin, Infinity's CEO, will become Chairman and
CEO of radio group and a major shareholder.
New York City -- (June 20, 1996) Westinghouse (NYSE:WX) and Infinity
(NYSE:INF) announced today a definitive merger agreement involving
approximately $3.9 billion in Westinghouse common stock, creating the country's
preeminent radio broadcaster.
Infinity shareholders will receive Westinghouse common shares in
exchange for their shares at a rate of 1.71 Westinghouse shares for every share
of Infinity stock. This transaction involves the issuance of approximately 205
million Westinghouse shares for Infinity's approximately 120 million shares, on
a fully diluted basis. Closing is expected by the end of 1996 following FCC
approval, the expiration of the Hart-Scott-Rodino waiting period and
shareholder approval of both Westinghouse and Infinity.
Michael H. Jordan, Chairman and Chief Executive Officer of
Westinghouse, said: "This is the right deal, with the right partner, in the
right industry. We're building on strength, combining two blue chip radio
franchises. I'm delighted that Mel Karmazin has agreed to lead our combined
radio groups and will become a major shareholder of Westinghouse, holding
approximately two percent of Westinghouse shares. Under his leadership,
Infinity has become the premier radio company. Mel brings the entrepreneurial
spirit and drive that will assist us in making Westinghouse/CBS the leading
broadcast company in the U.S."
The combined radio group includes 83 radio stations in 16 markets with
69 of these stations in the top 10 markets. Revenues of the group are
approximately $1.0 billion.
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With a strong presence in all top U.S. markets, the new combined radio
company will be well positioned to take advantage of the opportunities in this
fast growing business. Ownership of radio clusters in large markets provides
clear efficiencies and broadened access to the served communities. Improved
news gathering and increased focus on public service will result from these
efficiencies to better serve the public interest. Westinghouse will continue to
build on synergies with its CBS TV stations in co-located markets.
Mr. Karmazin said, "This is an unique opportunity for Infinity's
shareholders and employees. Teaming with Mike Jordan and the outstanding CBS
radio group will open new opportunities for us all, and solidly position our
company in the broader media and broadcasting industry. I view the strategies
and leadership at Westinghouse as a new and dynamic force in the broadcasting
world and am looking forward to a long and rewarding relationship."
Mr. Karmazin and the other principal shareholders, holding
approximately 51% of the Infinity voting shares, have agreed to vote for this
transaction. Mr. Jordan has recommended to the Westinghouse Board that Mr.
Karmazin become a member of the board after the closing of the merger. Mr.
Karmazin will continue as President and CEO of Westwood One, Inc.
(NASDAQ:WONE).
