<PAGE>1 United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Actava Group Inc. (formerly Fuqua Industries, Inc.)
- -------------------------------------------------------------------------
(Name of Issuer)
Common Stock $1.00 Par Value
- -------------------------------------------------------------------------
(Title of Class of Securities)
361028 10 3
----------------------------------------
(CUSIP Number)
Thomas F. Seligson, Westinghouse Electric Corporation, 11 Stanwix Street,
Pittsburgh, PA 15222, (412) 642-3079
- -------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 17, 1994
----------------------------------------
(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.
*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).
Page 1 of 10 Pages
<PAGE>2 Schedule 13D
CUSIP No. 361028 10 3
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westinghouse Pension Investments 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 ITEMS 2(d) or 2(e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,090,909
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,090,909
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,909
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% (see amended Item 5)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>3
The Schedule 13D filed on November 17, 1993, by Westinghouse Pension
Investments Corporation ("WPIC") is hereby amended as follows:
1. Schedule I is amended by substituting therefore the attached revised
Schedule I.
2. Item 3 is amended to report that on August 17, 1994, Westinghouse, the
Issuer and the Trustee amended the Shareholder Rights Agreement (the
"Amendment"). The Amendment is included as Exhibit 4 to this Schedule 13D as
amended and is hereby incorporated herein by reference in response to Item 3.
3. The information contained in Item 3 of this amendment is hereby
incorporated by reference in response to Item 4.
The fourth paragraph of Item 4 is amended to state that WPIC's present
intention is to sell all of the WPIC Common Stock (i) on February 17, 1995
to Issuer pursuant to the Put Right (ii) on such date or earlier to Issuer,
if Issuer exercises its Call Right under the Amendment or (iii) before such
date to purchaser(s) other than Issuer if Issuer has not exercised such Call
Right.
4. Item 5 is amended to report that, based on the 18,335,186 shares of
Common Stock outstanding as of August 8, 1994, as reported by Issuer in its
Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 1994, as
of August 18, 1994, WPIC is the beneficial owner of 5.9% of the outstanding
shares of such Common Stock.
5. Item 7 is amended to include the following exhibit:
Exhibit 4. Amendment to Shareholder Rights Agreement dated August 17,
1994 by and among Issuer, Westinghouse and Trustee.
6. Any information previously included in the Schedule 13D and not revised
or modified as described in this Amendment No. 1 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. 1 is true,
complete and correct.
WESTINGHOUSE PENSION
INVESTMENTS CORPORATION
/S/ Thomas G. Scannell
Dated: August 18, 1994 By --------------------------
Name: Thomas G. Scannell
Title: President
<PAGE>4
Schedule I
----------
Name, business address and present principal occupation or
employment of the directors and executive officers of
Westinghouse Pension Investments Corporation:
Directors
---------
Present Principal Occupation and
Name, Business Address Address of Employment
- ---------------------- --------------------------------
Thomas G. Scannell Director, Pension Investments
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
August W. Frisch Vice President and General Tax
Westinghouse Electric Corporation Counsel
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
Warren H. Hollinshead Retired Executive Vice President
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Robert E. Johnson Executive Vice President
Westinghouse Pension Investments Chief Investment Officer
Corporation Westinghouse Pension Investments
805 Third Avenue - 7th Floor Corporation
New York, NY 10022-7577 805 Third Avenue - 7th Floor
New York, NY 10022-7555
Executive Officers
------------------
Thomas G. Scannell Director, Pension Investments
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Robert E. Johnson Executive Vice President
Westinghouse Pension Investments Chief Investment Officer
Corporation Westinghouse Pension Investments
805 Third Avenue - 7th Floor Corporation
New York, NY 10022-7577 805 Third Avenue - 7th Floor
New York, NY 10022-7555
Name, business address, and present
principal occupation or employment of
the directors and executive officers of
Westinghouse Electric Corporation:
<PAGE>5 Directors
---------
Present Principal Occupation and
Name, Business Address Address of Employment
- ---------------------- --------------------------------
Frank C. Carlucci Chairman
1001 Pennsylvania Avenue, N.W. The Carlyle Group & Carlyle
Washington, DC 20004-2505 International
1001 Pennsylvania Avenue, N.W.
Washington, DC 20004-2505
Gary M. Clark President
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
George H. Conrades President and Chief Executive Officer
Bolt Beranek & Newman, Inc. Bolt Beranek & Newman, Inc.
150 Cambridge Park Drive 150 Cambridge Park Drive
Cambridge, MA 02140 Cambridge, MA 02140
William H. Gray President
United Negro College Fund United Negro College Fund
500 East 62nd Street 500 East 62nd Street
New York, NY 10021 New York, NY 10021
Michael H. Jordan Chairman and Chief Executive Officer
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
David T. McLaughlin President and Chief Executive
The Aspen Institute Officer
P.O. Box 222 The Aspen Institute
Carmichael Road Carmichael Road
Queenstown, MD 21658 P.O. Box 222
Queenstown, MD 21658
Rene C. McPherson Retired Chairman
3841 River Road Dana Corporation
Toledo, OH 43614
Richard M. Morrow Retired Chairman and
AMOCO Corporation Chief Executive Officer
200 E. Randolph Drive AMOCO Corporation
Chicago, IL 60601 200 E. Randolph Drive
Chicago, IL 60601
Richard R. Pivirotto Retired Chairman
111 Clapboard Ridge Road Associated Dry Goods Corporation
Greenwich, CT 06830
Paula Stern President
Progressive Policy Institute The Stern Group, Inc.
518 C Street, N.E. Progressive Policy Institute
Washington, DC 20002 518 C Street, N.E.
Washington, DC 20002
<PAGE>6
Executive Officers
------------------
Present Principal Occupation and
Name, Business Address Address of Employment
- ---------------------- --------------------------------
Michael H. Jordan Chairman and Chief Executive Officer
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Gary M. Clark President
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Frank R. Bakos Vice President
Westinghouse Electric Corporation Westinghouse Electric Corporation
The Quadrangle The Quadrangle
4400 Alafaya Trail 4400 Alafaya Trail
Orlando, FL 32826-2399 Orlando, FL 32826-2399
Louis J. Briskman Senior Vice President
Westinghouse Electric Corporation and General Counsel
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
Robert E. Faust Vice President and Controller
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Richard J. Hadala Vice President
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Francis J. Harvey Vice President
Westinghouse Electric Corporation Westinghouse Electric Corporation
Science & Technology Center Science & Technology Center
1310 Beulah Road 1310 Beulah Road
Pittsburgh, PA 15235 Pittsburgh, PA 15235
W. C. Korn President
Group W Broadcasting Group W Broadcasting
888 Seventh Avenue 888 Seventh Avenue
New York, NY 10106 New York, NY 10106
<PAGE>7
Richard A. Linder Executive Vice President
Westinghouse Electric Corporation Westinghouse Electric Corporation
P. O. Box 1693, Mail Stop A500 P. O. Box 1693, Mail Stop A500
Baltimore, MD 21203 Baltimore, MD 21203
James S. Moore Senior Vice President
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Claudia E. Morf Vice President and Treasurer
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Fredric G. Reynolds Executive Vice President and
Westinghouse Electric Corporation Chief Financial Officer
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Burton B. Staniar Vice President and Chairman of
Westinghouse Broadcasting Co., Inc. Knoll Group and Group W
888 Seventh Avenue Broadcasting
New York, NY 10106 Westinghouse Electric Corporation
888 Seventh Avenue
New York, NY 10106
James F. Watson, Jr. President
Thermo King Thermo King
314 W. 90th Street 314 W. 90th Street
Minneapolis, MN 55420 Minneapolis, MN 55420
Nathaniel D. Woodson Vice President
Westinghouse Electric Corporation Westinghouse Electric Corporation
Energy Center Energy Center
4350 Northern Pike 4350 Northern Pike
Monroeville, PA 15146 Monroeville, PA 15146
<PAGE>8
EXHIBIT INDEX
Page No.
Exhibit 4 Amendment to Shareholder Rights Agreement 8
dated August 17, 1994 by and among Issuer,
Westinghouse and Trustee.
August 17, 1994
The Actava Group Inc.
4900 Georgia-Pacific Center
Atlanta, GA 30303
Attn: Frederick B. Beilstein, III
Re: Amendment ("Amendment") of June 8, 1993 Shareholder Rights
Agreement between The Actava Group Inc. (formerly Fuqua Industries)
and Westinghouse Electric Corporation ("Shareholder Agreement")
Ladies and Gentlemen:
The purpose of this Amendment is to confirm that in consideration of the
agreement of the Westinghouse Executive Pension Trust Fund ("Fund") to defer
for a limited time exercising the put right to sell to The Actava Group Inc.
("Company") all of the 1,090,909 shares of Company common stock (the
"Shares") acquired by Westinghouse Electric Corporation ("WEC") pursuant to
the April 30, 1993 Asset Purchase Agreement, within ten days of the execution
of this Amendment, the Company shall pay to the Fund a fee in the amount of
$435,000 (the "Fee"), and shall deliver to the Fund an irrevocable letter of
credit in favor of Mellon Bank, N.A., as Trustee ("Trustee") of the Fund, as
beneficiary, in the amount of $12,000,000, payable at any time ("Letter of
Credit").
The parties hereby agree to delete Section 6(e) of the Shareholder
Agreement, and to delete Sections 6(b) and 6(c) thereof, and to substitute
the following provisions in lieu of such latter two Sections.
b) Notice. Each WEC Holder may exercise the Put Right with respect to all
of the Shares by delivery of notice (the "Notice of Exercise") to the Company
on or before February 7, 1995. The Notice of Exercise shall bind all WEC
Holders to sell to the Company (and shall bind the Company to purchase) all
of the Shares.
c) Closing. The closing of any sale of the Shares pursuant to the Notice of
Exercise of the Put Right automatically shall occur on February 17, 1995. At
such closing, (i) each WEC Holder selling the Shares shall deliver to the
bank issuing the Letter of Credit certificates representing all the Shares,
endorsed to the Company or accompanied by duly-executed stock powers
transferring all the Shares to the Company, and appropriate certification
that the selling WEC Holder has good, valid and unencumbered title to all the
Shares, and has transferred such free and clear title to the Company; and
(ii) the WEC Holder shall immediately receive $12,000,000 upon draft or
demand by the Trustee to the bank issuing the Letter of Credit.
In addition to the foregoing, notwithstanding any other provision of the
Shareholder Agreement to the contrary, the parties hereby agree to the
following terms.
<PAGE> 9
1. From the date hereof through February 6, 1995, the Company shall have
the right but not the obligation ("Call Right") to require the Fund or any
other WEC Holder to sell to the Company all of the Shares then owned by the
Fund or any other WEC Holder. The call purchase price ("Call Purchase Price")
shall equal the greater of (a) $11.00 per Share or (b) that amount offered to
the Fund or any other WEC Holder pursuant to a bonafide written offer to
purchase the Shares received by the Fund or any other WEC Holder from an
unrelated third party with the financial ability to purchase the Shares. In
the event the Fund or any other WEC Holder does not provide the Company with
a copy of such bonafide written offer within five (5) days of the date of the
notice of exercise hereunder, the Call Purchase Price shall equal the greater
of (a) $11.00 per Share or (b) ninety percent(90%) of the average trading
price for the Shares on the New York Stock Exchange for the ten (10) days
prior to the date on which the Company exercises its Call Right. The Company
may exercise its Call Right by delivery of notice to the Fund or any other
WEC Holder no later than February 6, 1995. The notice shall bind the Fund or
such WEC Holder to sell to the Company (and shall bind the Company to
purchase) all of the Shares. The closing of any sale of the Shares pursuant
to the Call Right shall occur on such date and at such place as shall be
agreed upon by the Company and the Fund or any other WEC Holder; provided,
however, that such closing shall occur within ten (10) days of the date of
the notice, or the next business day thereafter. Such closing shall occur in
accordance with the terms, conditions and procedures set forth in Section
6(c)(i) and (ii) of the Shareholder Agreement, as amended; the Fund or any
other WEC Holder selling the Shares shall immediately receive from the
Company that amount, if any, by which the Call Purchase Price exceeds
$12,000,000; and the Fund or any other WEC Holder shall refund to the Company
a prorated portion of the Fee which shall be an amount equal to the product
of (a) the Fee; and (b) a fraction, the numerator of which is the number of
days from the date on which the closing occurs to February 17, 1995, and the
denominator of which is the number of days from the date hereof to February
17, 1995. If such closing is to occur before February 17, 1995, the Company
shall, on or before that date of such closing, deliver to the bank issuing
the Letter of Credit the Company's written consent to the drawing by the
Trustee of the $12,000,00 under the Letter of Credit on the date of such
closing.
2. The Trustee shall only draw upon the Letter of Credit in connection with
the exercise of the Put Right or the Call Right.
3. For purposes of this Amendment, the Shares shall be deemed to be
represented by share certificates numbers NSD100053 through NSD100063,
inclusive, together with the certificates representing any other securities
hereafter issued with respect to the Shares by way of exchange,
reclassification, dividend or distribution. On or before any closing pursuant
to this Amendment, the Company shall furnish written certification to the
bank issuing the Letter of Credit either identifying any such additional or
different certificates issued and delivered by the Company to WEC or any WEC
Holder, or confirming that no such additional or different certificates have
been issued, as the case may be.
This Amendment is the final and entire agreement among the parties with
respect to the subject matter of this Amendment. Except as specifically
modified by this Amendment, the Shareholder Agreement shall remain in full
force and effect, and shall not operate as a waiver of either party's rights
thereunder. To confirm your acceptance of this Amendment, please execute the
enclosed counterpart original and return it to the undersigned.
<PAGE> 10
WESTINGHOUSE ELECTRIC CORPORATION
By: /S/ August W. Frisch
--------------------------------------
August W. Frisch, Vice President and
General Tax Counsel
AGREED TO AND ACCEPTED BY:
Mellon Bank, N.A., as Trustee for the Westinghouse Executive Pension Trust
Fund, as Directed by Westinghouse Electric Corporation
By: /S/ Allan M. Seaman
-----------------------------------
Allan M. Seaman, Associate Counsel
August 17, 1994
THE ACTAVA GROUP INC.
By: /S/ Frederick B. Beilstein, III
-----------------------------
Frederick B. Beilstein, III,
Senior Vice President
August 17, 1994
