-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CVI5Vghia1XsXNtEO1Y4b0+YX96anD+ayrPRDl4qbDV/wzdzkHS0MGG6+MXx3vW4 EFtrC/lmwxK5tdGWCIa+kA== 0000950128-95-000119.txt : 199507120000950128-95-000119.hdr.sgml : 19950712 ACCESSION NUMBER: 0000950128-95-000119 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950711 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROS SYSTEMS INC CENTRAL INDEX KEY: 0000320345 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 521101488 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33248 FILM NUMBER: 95553119 BUSINESS ADDRESS: STREET 1: 12000 BALTIMORE AVE CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 3012016000 MAIL ADDRESS: STREET 1: 12000 BALTIMORE AVE CITY: BELTSVILLE STATE: MD ZIP: 20705-1291 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 SC 13D/A 1 WESTINGHOUSE (MICROS) 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Micros Systems, Inc. ------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.025 per share ------------------------------------------------------------ (Title of Class of Securities) 594901100 ------------------------------------------------------------ (CUSIP Number) Michael T. Sweeney Assistant General Counsel Westinghouse Electric Corporation Westinghouse Building 11 Stanwix Street Pittsburgh, Pennsylvania 15222 (412) 642-3343 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 6, 1995 ------------------------------------------------------------ (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 3d-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). 2
CUSIP NO. 594901100 SCHEDULE 13D ----------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Westinghouse Electric Corporation 25-0877540 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated in Pennsylvania 7 SOLE VOTING POWER 0 (see Amended Item 5) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 (see Amended Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,849,123 (see Amended Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.0% (calculated based on the number of shares outstanding as of March 31, 1995) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT!
3
CUSIP NO. 594901100 SCHEDULE 13D ----------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Westinghouse Holdings Corporation 25-1638829 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated in Delaware 7 SOLE VOTING POWER 3,849,123 (see Amended Item 5) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 3,849,123 (see Amended Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,849,123 (see Amended Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.0% (calculated based on the number of shares outstanding as of March 31, 1995) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT!
4 The Schedule 13D filed on October 30, 1989 by Westinghouse Electric Corporation ("Westinghouse"), as amended, is hereby further amended by this Amendment No. 6 as follows: 1. Item 4 is amended to report the disposition by WHC on July 6, 1995 of 1,000,000 shares of Common Stock of Micros pursuant to a registration statement filed with the Securities and Exchange Commission on January 25, 1995 as subsequently amended. 2. Item 5 is amended to report that effective upon the closing of the sale by WHC on July 6, 1995 of 1,000,000 shares of the Common Stock of Micros, the aggregate number of shares of said Common Stock beneficially owned by WHC will decline to 3,849,123 shares, and Westinghouse thereupon will indirectly beneficially own an aggregate of 3,849,123 shares of the Common Stock by virtue of the sole ownership by Westinghouse of WHC. Based on the 7,848,761 shares of Common Stock outstanding as of March 31, 1995, as reported by Micros in its Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 1995, WHC and Westinghouse will be the beneficial owners of approximately 49.0% of the outstanding shares of Common Stock. WHC has the power to vote or to direct the vote, and to dispose or to direct the disposition of, 3,849,123 shares of Common Stock. Item 5 is further amended to report that except as described in Item 4, as amended herein, no transactions in shares of Common Stock of Micros have been effected during the past sixty days by Westinghouse, WHC, or, to the best of Westinghouse's or WHC's knowledge, any executive officer or director of Westinghouse or of WHC. 3. Item 6 is amended to report the sale by WHC on July 6, 1995 of 1,000,000 shares of the Common Stock of Micros. 4. Any information previously included in the Schedule 13D, as amended, and not expressly revised or modified as described in this Amendment No. 6, remains unchanged. 5. The registration statement referenced in Item 4 is incorporated by reference to the filing of the registration statement on January 25, 1995 as subsequently amended. 5 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 6 is true, complete and correct. WESTINGHOUSE ELECTRIC CORPORATION Dated: July 11, 1995 By /s/ FREDRIC G. REYNOLDS ---------------------------- Fredric G. Reynolds Executive Vice President and Chief Financial Officer 6 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 6 is true, complete and correct. WESTINGHOUSE HOLDINGS CORPORATION Dated: July 11, 1995 By /s/ CLAUDIA E. MORF ------------------------ Claudia E. Morf Treasurer 7 Schedule I ---------- 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 The Carlyle Group The Carlyle Group 1001 Pennsylvania Avenue, N.W. 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Washington, DC 20004-2505 Robert E. Cawthorn Chairman Rhone-Poulenc Lorer, Inc. Rhone-Poulenc Lorer, Inc. 500 Arcola Road 500 Arcola Road Collegeville, PA 19426 Collegeville, PA 19426 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 III President and Chief Executive Officer United Negro College Fund, Inc. United Negro College Fund, Inc. 8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive P.O. Box 10444 P.O. Box 10444 Fairfax, VA 22031 Fairfax, VA 22031 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
8 Directors (con't.) ---------
Present Principal Occupation and Name, Business Address Address of Employment - ---------------------- -------------------------------- David T. McLaughlin Chairman and Chief Executive Officer The Aspen Institute The Aspen Institute Carmichael Road Carmichael Road Queenstown, MD 21658 Queenstown, MD 21658 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 President Richard R. Pivirotto Co., Inc. Richard R. Pivirotto Co., Inc. 111 Clapboard Ridge Road 111 Clapboard Ridge Road Greenwich, CT 06830 Greenwich, CT 06830 Paula Stern President The Stern Group, Inc. The Stern Group, Inc. 3314 Ross Place, N.W. 3314 Ross Place, N.W. Washington, DC 20008 Washington, DC 20008 Robert D. Walter Chairman and Chief Executive Officer Cardinal Health, Inc. Cardinal Health, Inc. 655 Metro Place South 655 Metro Place South Suite 925 Suite 925 Dublin, OH 43017 Dublin, OH 43017
9 Executive Officers ------------------
Present Principal Occupation and Name, Business Address Address of Employment - ---------------------- -------------------------------- Michael H. Jordan Chairman and Chief Executive Westinghouse Electric Corporation Officer Westinghouse Building Westinghouse Electric Corporation 11 Stanwix Street Westinghouse Building Pittsburgh, PA 15222 11 Stanwix Street 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 President - Power Generation 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 Francis J. Harvey President - Electronic Systems Westinghouse Electric Corporation Westinghouse Electric Corporation P.O. Box 1693, M.S. A500 P.O. Box 1693, M.S. A500 Baltimore, MD 21203 Baltimore, MD 21203 W. C. Bill Korn Chairman and Chief Executive Westinghouse Broadcasting Company Officer - Westinghouse 200 Park Avenue Broadcasting Company New York, NY 10166 Westinghouse Broadcasting Company 200 Park Avenue New York, NY 10166 Richard A. Linder Chairman - Electronic Systems 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 President - Westinghouse Westinghouse Electric Corporation Government & Environmental Westinghouse Building Services Co. 11 Stanwix Street Westinghouse Electric Corporation Pittsburgh, PA 15222 Westinghouse Building 11 Stanwix Street Pittsburgh, PA 15222
10 Executive Officers (con't.) ------------------
Present Principal Occupation and Name, Business Address Address of Employment - ---------------------- -------------------------------- Fredric G. Reynolds Executive Vice President Westinghouse Electric Corporation and Chief Financial Officer Westinghouse Building Westinghouse Electric Corporation 11 Stanwix Street Westinghouse Building Pittsburgh, PA 15222 11 Stanwix Street Pittsburgh, PA 15222 James F. Watson, Jr. President - Thermo King Thermo King Corporation Thermo King Corporation 314 W. 90th Street 314 W. 90th Street Minneapolis, MN 55420 Minneapolis, MN 55420 Nathaniel D. Woodson President - Energy Systems Westinghouse Electric Corporation Westinghouse Electric Corporation Energy Center Energy Center 4350 Northern Pike 4350 Northern Pike Monroeville, PA 15146 Monroeville, PA 15146
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