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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. 4)*
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)
Michael T. Sweeney
Assistant General Counsel
Westinghouse Electric Corporation,
Westinghouse Building
11 Stanwix Street
Pittsburgh, PA 15222
(412) 642-3343
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 16, 1997
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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 [ ].
(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 13d-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*
00 (See Amended Item 3)
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
25,000,656 (see Amended Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
25,000,656 (see Amended Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000,656
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 4.1% (based on the number of shares outstanding as
of December 31, 1996)
14 TYPE OF REPORTING PERSON*
CO
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
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The Schedule 13D filed on January 15, 1996 by WPIC Corporation ("WPIC"),
as amended, is hereby further amended by this Amendment No. 4 as follows:
1. Item 4 is amended to report the sale of 2,371,222 shares of Westinghouse
Electric Corporation ("Westinghouse") common stock ("Common Stock") owned
by the Executive Deferred Compensation Trust ("Deferred Trust"). The
purpose of the sale was to meet certain payment obligations of the
Deferred Trust.
WPIC was the beneficial owner of the Common Stock sold by the Deferred
Trust.
2. Item 5 is amended to report that effective January 16, 1997, WPIC
beneficially owned an aggregate of 25,000,656 shares of Common Stock.
Based on the 607,952,362 shares of Common Stock outstanding as of December
31, 1996, WPIC was the beneficial owner of approximately 4.1% of the
outstanding shares of Common Stock.
Except as described in numbered paragraph 1 above, no transactions in
shares of Common Stock have been effected by WPIC, since its last Schedule
13D Filing, or, to the best of WPIC's knowledge, any person identified in
Schedule I hereto.
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WPIC has the sole power to dispose of and vote 25,000,656 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.
3. Any information previously included in the Schedule 13D, as amended, and
not revised or modified as described in this Amendment No. 4, remains
unchanged.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 4 is true,
complete and correct.
WPIC CORPORATION
Dated: January 17, 1997 By: /s/ JULIE FORSYTHE
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Name: Julie Forsythe
Title: Vice President and
Assistant Treasurer
