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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): June 18, 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 June 18, 1997, the Registrant issued a press release announcing
a modification to its separation plan. 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 June 18, 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: June 18, 1997
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EXHIBIT INDEX
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Exhibit No. Description Sequential Page No.
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99 Press Release
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Exhibit 99
WESTINGHOUSE MODIFIES SEPARATION PLAN
o Creates options for monetization of Thermo King
o Move will strengthen cash flow and balance sheet of the industrial business
o Separation on schedule for fall spin-off
PITTSBURGH, June 18, 1997 -- In a move that enhances the company's plan
to separate its media and industrial businesses, the Westinghouse Electric
Corporation announced today that Thermo King will remain with the parent
company, along with the existing Westinghouse pension and other post-retirement
benefit obligations, after the spin-off of the power businesses. The company
will consider various options to enhance Thermo King's value to shareholders,
including a sale, public offering or spin-off to shareholders.
In commenting on the announcement, Michael H. Jordan, chairman and
chief executive officer of Westinghouse said, "The modified plan, which
reflects the numerous unsolicited inquiries that have been received for Thermo
King, is more beneficial to shareholders than the plan we announced last
November. By retaining Thermo King, we have greater flexibility to apply its
strong cash flow to reduce liabilities, and also to maintain several attractive
options to optimize the value of Thermo King."
The modified plan will not affect the timing of the separation which is
scheduled for this fall. Thermo King will remain with the media business in the
renamed CBS Corporation. CBS would also retain the existing pension and other
post-retirement benefit obligations, which would have been transferred to the
industrial business under the original plan. If Thermo King is sold, the
company's net tax operating loss carry forward (NOL) would be used to shelter
the gain on disposition.
The industrial business, which will be called the Westinghouse Electric
Company, benefits significantly under the modified separation plan. The cash
savings from retaining the pension and other post-retirement benefit obligations
at CBS outweigh the lost cash flow contribution from Thermo King. As a result,
working capital and project-related financing will be on more favorable terms
compared to the original plan. This advantage will increase the new industrial
company's competitiveness and its ability to continue to grow worldwide.
Mr. Jordan added, "Our momentum toward separation is building, as
evidenced by the selection of a proven world-class executive to head our
industrial operations and the progress we announced today. In short order, we
expect to complete the acquisition of TNN and CMT from Gaylord Entertainment
and receive our tax-free ruling for the spin-off of the power businesses."
Last month, Westinghouse announced the appointment of Dr. Ernest H.
Drew, a senior executive with Hoechst AG, as chief executive officer of the
Westinghouse Industries and Technology Group. After the spin-off of the
Westinghouse Electric Company this fall, Dr. Drew will become its chief
executive officer and president. Previously, Dr. Drew was a member of Hoechst's
eight-member senior executive management team and chairman of the Board of
Management's Strategy Committee.
