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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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): November 14, 1997
Commission file number 1-977
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WESTINGHOUSE ELECTRIC CORPORATION
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(Exact name of registrant as
specified in its charter)
PENNSYLVANIA 25-0877540
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222-1384
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(Address of principal executive offices; zip code)
(412) 244-2000
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(Registrant's Telephone No., including area code)
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Item 5. Other Events
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On November 14, 1997, the Registrant issued a press release regarding
the sale of its Power Generation business unit and a modification to the
Registrant's previously announced separation plan.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No.
99.1 Press Release concerning sale of Power Generation business
unit and modification to Registrant's previously announced
separation plan.
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/ ANGELINE C. STRAKA
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Angeline C. Straka
Vice President, Secretary and
Assistant General Counsel
Date: November 14, 1997
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
- ----------- ----------- -------------------
99.1 Press Release
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Exhibit 99.1
WESTINGHOUSE PUBLIC RELATIONS
Contact: John D. Bergen
Telephone (212) 975-3835
or
Vaughn Gilbert
(412) 642-5564
FOR USE: IMMEDIATE
WESTINGHOUSE TO SELL POWER GENERATION BUSINESS TO SIEMENS;
REMAINING INDUSTRIAL BUSINESSES TO BE DIVESTED BY MID-1998
o Definitive agreement to sell Power Generation for $1.525 billion in cash
o Westinghouse Electric Corporation name to be changed to CBS Corporation
PITTSBURGH, November 14, 1997 - Westinghouse Electric Corporation
(NYSE: WX) announced today that it has signed a definitive agreement to sell its
Power Generation business unit to Siemens, for $1.525 billion in cash. The
transaction, which is subject to certain conditions, including completion of
Hart-Scott-Rodino review, is expected to close by the end of the third quarter
of 1998. The remaining industrial businesses are expected to be divested from
the media company by mid-1998. The company also announced that the Westinghouse
Electric Corporation will be renamed the CBS Corporation and trade under the
"CBS" ticker symbol, effective December 1, 1997.
Commenting on the change to the company's former plans to spin-off the
industrial company by year's end, Michael H. Jordan, Westinghouse chairman and
chief executive officer, said "Consolidation and change in the global power
industry have created a strong demand for Westinghouse's power generation
business. This revision to our plan will deliver more overall value to our
shareholders and supports the interests of our power generation customers by
ensuring a stronger and more competitive supplier."
- more -
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WESTINGHOUSE TO SELL POWER GENERATION BUSINESS TO SIEMENS; - 2 -
REMAINING INDUSTRIAL BUSINESSES TO BE DIVESTED BY MID-1998
The remaining industrial businesses - Energy Systems, Process Control
and Government Operations -- will report to Dr. Charles W. Pryor Jr., currently
head of the Energy Systems business unit. He will assume the position of
President and Chief Executive Officer of the Westinghouse Electric Company
(WELCO), reporting to Mr. Jordan. The formerly designated senior management team
for the industrial spin-off will phase out and the Pittsburgh Gateway
headquarters will continue to support the remaining industrial businesses during
the transition and serve as an extension of the CBS corporate center.
Mr. Jordan said, "With the actions and plans announced today, the CBS
Corporation will be a pure-play media company, consisting of a high-growth,
high-cash flow television/radio stations group, cable networks and a resurgent
CBS Television Network."
In its third quarter earnings report issued today, the company reported
a 19% increase in EBITDA from continuing operations, largely due to the
continued growth in the CBS Station Group. The CBS Television Network also
showed strong growth over last year.
