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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 19, 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 19, 1997, the Registrant issued a press release announcing an
agreement for the Registrant to acquire American Radio Systems' radio
broadcasting operations. A copy of the press release is attached hereto as
Exhibit 99 and is incorporated herein in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Press Release issued by the Registrant on September 19, 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/ ANGELINE C. STRAKA
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Angeline C. Straka
Vice President, Secretary and
Associate General Counsel
Date: September 19, 1997
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CBS ACQUIRES AMERICAN RADIO SYSTEMS
New York City/Boston -- September 19, 1997. Westinghouse (NYSE:WX) and
American Radio Systems (NYSE:AFM) announced today a definitive agreement by
which Westinghouse will acquire American Radio Systems' radio broadcasting
operations for $44 a share or $1.6 billion in cash plus the assumption of
approximately $1 billion in debt. The transaction adds 98 stations to CBS Radio,
for a total of 175 stations. The transaction will be financed with existing bank
facilities and is subject to certain conditions, including FCC approval and
expiration or termination of the Hart-Scott-Rodino waiting period.
American Radio Systems (ARS) is the fifth largest radio broadcasting
company in the United States with 98 radio stations (including pending
transactions) located in 19 predominately top 50 markets, including several
major markets where CBS has existing radio and television stations.
Under the terms of the definitive agreement, which was approved by the
Board of Directors of both Westinghouse and ARS, Westinghouse will acquire ARS
in a transaction in which each share of ARS common stock will have the right to
receive consideration of $44 per share in cash. Prior to this transaction, and
as a condition to consummation of the Westinghouse transaction, ARS intends to
distribute to current shareholders, through a taxable distribution, its wholly
owned American Tower Systems subsidiary, a leading independent owner and
operator of wireless communications towers throughout the United States.
Steven B. Dodge, chairman and chief executive officer of American Radio
Systems, and other ARS shareholders representing a majority of ARS's voting
rights, have executed consents approving the transaction, and as such the
transaction is not subject to further shareholder approval. It is expected that
the transaction will be consummated in the second quarter of 1998.
Mel Karmazin, chairman and chief executive officer of the CBS Station
Group, commented: "The acquisition of American Radio is financially and
strategically attractive for CBS. This investment will significantly strengthen
CBS's position in the fast growing radio industry. It will enable CBS Radio to
expand into new top 50 markets and increase its position in its existing major
markets. American Radio's stations are located in very attractive radio revenue
growth markets where the Company expects to further consolidate its position."
Mr. Karmazin added that consistent with the Company's past radio
investments, the acquisition of ARS is expected to be accretive to the Company's
free cash flow in its first year.
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Michael H. Jordan, chairman and chief executive officer of
Westinghouse/CBS, said: "Under Mel Karmazin's leadership, radio has been our
fastest growing, highest cash flow business. Radio expansion has been our number
one investment priority and this acquisition is a terrific fit with our
strategy."
"We're confident that our outstanding radio management team, led by Mel,
will produce superior value to our shareholders from this transaction,"
Mr. Jordan added.
Mr. Dodge said: "Exiting radio at a time when the industry has such
extraordinary promise is very difficult. However, we believe placing American
Radio in CBS's hands is the right thing to do for both shareholders and
employees. The value of the currency is clear, and Mel Karmazin has a history of
rewarding strong performance, which our people are very capable of delivering.
From our perspective, CBS is an exciting growth company that is truly committed
to broadcasting for the long term."
Westinghouse is being advised by Chase Securities Inc. ARS's financial
advisor is Credit Suisse First Boston.
Contact: Jack Bergen
Westinghouse/CBS
212-975-3835
Bruce Danziger
American Radio Systems
617-375-7519
Gil Schwartz
CBS
212-975-2121
Helene Blieberg
CBS at the NAB in New Orleans
504-670-8210
