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UNITED STATES
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): September 15, 1997
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 juris- (Commission File (IRS Employer
diction 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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Item 5. OTHER EVENTS
On September 15, 1997, the Registrant issued a press release
announcing an agreement to sell Thermo King, its transport temperature control
business. A copy of the press release is attached hereto as Exhibit 99 and is
incorporated herein.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Press Release issued by the Registrant on September 15, 1997,
is filed as Exhibit 99 to this Report.
SIGNATURE
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/LOUIS J. BRISKMAN
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Louis J. Briskman
Senior Vice President and
General Counsel
Date: September 15, 1997
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Westinghouse Electric Corporation
Westinghouse Building, Gateway Center
Pittsburgh, Pennsylvania 15222
Contact: Jack Bergen
Telephone: (212) 975-3835
FOR USE: Immediate
WESTINGHOUSE TO SELL THERMO KING TO INGERSOLL-RAND
Westinghouse Electric Corporation (NYSE:WX) announced today that it has
signed a definitive agreement to sell Thermo King, its transport temperature
control business, to the Ingersoll-Rand Company (NYSE:IR). Under the agreement,
Westinghouse will receive $2.56 billion in cash.
The transaction also includes the assumption of approximately $40
million in pension liabilities associated with Thermo King's employees and is
expected to close in the fourth quarter of 1997 upon receipt of normal
regulatory approvals.
Thermo King is the world leader in transport temperature control, with
a network of over 850 dealers worldwide. In 1996, it had sales of $996 million,
operating profit of $180 million and income of $141 million.
Michael H. Jordan, Chairman and Chief Executive Officer of
Westinghouse, said: "We had tremendous interest from major industrial companies
in acquiring Thermo King. The terms of this sale reflect the premium value of a
global market leader and the proven track record of Thermo King's outstanding
management team and employees. We believe this transaction optimizes the value
of Thermo King for our shareholders."
Anticipating the separation of Westinghouse's media and power
businesses scheduled for this Fall, Mr. Jordan said: "The divestiture of Thermo
King is another important step towards our goal of separation. It not only
provides a great value but significantly improves our financial flexibility."
Summarizing the results of the transformation of Westinghouse, Mr.
Jordan said: "Beginning with the acquisition of CBS Inc. almost two years ago,
followed quickly by the merger with Infinity Broadcasting and the impending
acquisition of the Nashville Network and Country Music Television, our goal has
been to create the largest pure-play media company. The new CBS Corporation
will emerge in the next few months with the opportunity to sustain high-growth,
generating significant free-cash flow and be well positioned as a major leader
in the broadcasting industry."
