<PAGE>1 United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
James M. Plasynski, Westinghouse Electric Corporation,
11 Stanwix Street, Pittsburgh, PA 15222, (412) 642-2591
- ------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 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>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 Item 3 as previously amended and amended Item 5 of
this statement)
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 0 (See amended Item 5 of this statement)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0 (See amended Item 5 of this statement)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (See amended Item 5 of this statement)
10 SHARED DISPOSITIVE POWER
0 (See amended Item 5 of this statement)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See amended Item 5 of this statement)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 (See amended Item 5 of this statement)
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"), as amended by Amendment No. 1
filed on August 19, 1994, is hereby further amended as follows. Terms
that are defined in the original of this Schedule 13D or in Amendment 1
are used herein as defined therein.
1. Schedule I is amended by substituting therefor the attached
revised Schedule I.
2. Item 5 is amended to report that on February 17, 1995, WPIC
sold the WPIC Common Stock to Issuer pursuant to the Put Right. WPIC
thereby ceased to be a beneficial owner of the WPIC Common Stock on that
date.
3. Any information previously included in the Schedule 13D, as
amended, and not revised or modified as described in this Amendment No.
2, remains unchanged.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth herein is true,
complete and correct.
Westinghouse Pension Investments
Corporation
February 21, 1995 By: /s/ Julie Forsythe
-------------------
Name: Julie Forsythe
Title: Vice President and
Assistant Treasurer
<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
Julie Forsythe Director, Pensions
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 11 Stanwix Street
Pittsburgh, PA 15222
<PAGE 5>
Executive Officers
Present Principal Occupation and
Name, Business Address Address of Employment
Paul W. Cavanaugh Senior Tax Counsel, Income Taxes
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Julie Forsythe Director, Pensions
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Cheryl M. Hays Manager of Administration
Westinghouse Electric Corporation Operations
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
David L. Klausman Tax Counsel, Employee Benfits
Westinghouse Electric Corporation and AD Valorem Taxes
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
Robert A. Mikita Manager, Income Tax Compliance
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
<PAGE 6> Name, business address, and present
principal occupation or employment of
the directors and executive officers of
Westinghouse Electric Corporation:
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 CEO
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
8260 Willow Oaks Corporate Drive 500 East 62nd Street
P.O. Box 10444 New York, NY 10021
Fairfax, VA 22031
Michael H. Jordan Chairman and Chief Executive
Westinghouse Electric Corporation Officer
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghoue Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
<PAGE 7> Present Principal Occupation and
Name, Business Address Address of Employment
David T. McLaughlin Chairman and Chief Executive
The Aspen Institute Officer
Carmichael Road The Aspen Institute
Queenstown, MD 21658 Carmichael Road
Queenstown, MD 21658
Rene C. McPherson Retired Chairman
#1 Pumpkin Key Lane Dana Corporation
Ocean Reef Club
N. Key Largo, FL 33037-3769
Richard M. Morrow Retired Chairman and
AMOCO Corporation Chief Executive Officer
200 E. Randolph Drive AMOCO Corporation
Chicago, IL 60601-7125 200 E. Randolph Drive
Chicago, IL 60601
Richard R. Pivirotto Retired Chairman
111 Clapboard Ridge Road Associated Dry Good 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
Robert D. Walter Chairman and CEO
Cardinal Health, Inc. Cardinal Health, Inc.
655 Metro Place South 655 Metro Place South
Suite 925 Suite 925
Dublin, OH 43017 Dublin, OH 43017
<PAGE 8> 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 and
Westinghouse Electric Corporation General Counsel
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
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
1310 Beulah Road 1310 Beulah Road
Pittsburgh, PA 15235 Pittsburgh, PA 15235
W. C. Bill Korn President
Group W Broadcasting Group W Broadcasting
888 Seventh Avenue 888 Seventh Avenue
New York, NY 10106 New York, NY 10106
<PAGE 9> Present Principal Occupation and
Name, Business Address Address of Employment
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
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Claudia E. Morf Vice President & Treasurer
Westinghouse Electric Corporation Westinghouse Electric Corporation
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Fredric G. Reynolds Executive Vice President
Westinghouse Electric Corporation and Chief Financial Officer
11 Stanwix Street Westinghouse Electric Corporation
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
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
