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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): October 10, 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 October 10, 1997, the Registrant issued a press release announcing the
receipt of a favorable tax ruling for the separation of its industrial
businesses and a restructuring plan for the fourth quarter. 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 October 10, 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: October 10, 1997
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Exhibit 99
Westinghouse Public Relations Westinghouse Electric Corporation
Westinghouse Building, Gateway Center
11 Stanwix Street
Pittsburgh, Pennsylvania 15222-1384
Contact: Kevin Ramundo
Telephone: (412) 642-4989
Contact: Vaughn Gilbert
Telephone: (412) 642-5564
WESTINGHOUSE RECEIVES FAVORABLE TAX RULING FOR SEPARATION
PITTSBURGH, October 10, 1997 -- Westinghouse announced today that it has
received a ruling from the Internal Revenue Service that the separation of its
industrial businesses, to be named Westinghouse Electric Corporation (WELCO),
will qualify as a tax-free spin-off to Westinghouse and its shareholders. The
separation is expected to occur by the end of 1997.
In preparation for the separation, the company also expects to complete a
restructuring plan in the fourth quarter at its power businesses and to
significantly reduce the new industrial company's headquarters operations in
Pittsburgh. WELCO expects to eliminate approximately 2,000 positions, about
two-thirds of which are at Power Generation, and record a charge of
approximately $125 million. Both Power Generation and Energy Systems are
finalizing their plans to more tightly focus their businesses around higher
margin and stronger growth segments and improve their cost competitiveness by
reducing capacity through strategic outsourcing.
-more-
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WESTINGHOUSE RECEIVES FAVORABLE
TAX RULING FOR SEPARATION -2-
In the second half of the year, the power businesses are expected to
experience shortfalls in financial performance compared to last year. During the
third quarter, Power Generation incurred unexpected startup expenses with two
combined cycle projects and higher than anticipated warranty expenses. The
issues that gave rise to these startup delays have been addressed and the two
projects are now in commercial operation. Provisions for schedule delay costs,
warranty costs and product modifications, including modifications to backlog
units, are estimated at $100 to $125 million and will be recognized in the third
quarter. Most of the cash expenditures were incurred in the third quarter.
Additional charges will be recognized by Power Generation in the third
quarter for costs to complete various contracts, write down inventory and
resolve commercial issues. It is expected that these charges will approximate
$75 million. Future cash expenditures associated with these charges are not
significant.
In the first half of 1997, orders in Power Generation declined 29% compared
to the same period last year. This trend has continued and will result in a
shortfall in revenues for the third quarter compared to last year. It is
expected that earnings shortfalls will impact the third quarter compared to the
same period last year by approximately $50 million. If this trend continues, the
fourth quarter also would be impacted.
Customer delays in fuel shipments are expected to contribute to a shortfall
of approximately $10 million in Energy Systems' third quarter earnings compared
to the same period last year. The lower volume of fuel shipments, some of which
are expected to occur in 1998, combined with an unfavorable mix of outage
services, could reduce fourth quarter earnings by approximately $20 to $30
million.
In the fourth quarter, the company expects to close the sale of Thermo King
for $2.56 billion in cash, which will result in a significant gain. As part of
the sale and impending separation, the company intends to report Thermo King and
WELCO as Discontinued Operations in the third quarter.
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