As filed with the Securities and Exchange Commission on May 26, 1994
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
Westinghouse Electric Corporation
(Exact name of Registrant as specified in its charter)
Pennsylvania 25-0877540
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222
(Address of Registrant's principal executive offices, including zip code)
Westinghouse Electric Corporation
1993 Long-Term Incentive Plan
(Full title of the plan)
LOUIS J. BRISKMAN, ESQ.
Senior Vice President and General Counsel
Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)
(412) 642-3696
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price(1) fee(1)
Common
Stock,
par value
$1.00 per
share. . . 12,000,000 $12.3125 $147,750,000.00 $50,948.28
(1) Pursuant to Rule 457 under the Securities Act of 1933, the proposed
maximum aggregate offering price and the registration fee are based upon
the average of the high and low prices per share of the Registrants
Common Stock reported on the New York Stock Exchange Composite Tape on
May 23, 1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, each as filed by Westinghouse Electric
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1993.
(b) The Company's Current Report on Form 8-K, dated March 7, 1994.
(c) The Company's Current Report on Form 8-K, dated March 29, 1994.
(d) The Company's Current Report on Form 8-K, dated April 21, 1994.
(e) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
(f) Description of the Company's Common Stock contained in its
Registration Statement on Form 10 filed pursuant to the Exchange Act
on May 15, 1935, as amended or updated pursuant to the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates
that all shares covered hereby have been sold or which deregisters all
such shares then remaining unsold shall be deemed to be incorporated in
this Registration Statement by reference and to be a part hereof from the
respective date of filing of each such document. Any statement contained
in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Sections 1741 and 1742 of the Business Corporation Law in conjunction
with Section 8365 of the Directors' Liability Act (effective January 27, 1987)
of the Commonwealth of Pennsylvania generally empower a corporation to
indemnify any person who is or was involved in any manner (as a party or
otherwise) or is threatened to be made so involved in any threatened, pending
or completed investigation, claim, action, suit or proceeding (a "Proceeding")
whether civil, criminal, administrative or investigative (including a
Proceeding by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement incurred by such person in connection with such Proceeding.
Under Section 8365, however, such indemnification shall not be made in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness.
Section 1743 provides that to the extent a director, officer, employee or
agent of a corporation has been successful in the defense of any Proceeding,
or in the defense of a claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection therewith.
Section 8365 further provides that expenses incurred by an officer,
director, employee or agent in defending a Proceeding may be paid by the
corporation in advance of the final disposition of such Proceeding upon
receipt of an undertaking by or on behalf of such person to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the corporation.
Section 1746 and Section 8365 provide that the indemnification and
advancement of expenses provided by or pursuant to such sections shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement, vote
of shareholders, directors or otherwise.
Article ELEVENTH of the Restated Articles and Article XVII of the By-Laws
of the Company provide in effect that, with respect to Proceedings based on
acts or omissions on or after January 27, 1987, and unless prohibited by
applicable law, the Company shall indemnify directors and officers against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with any such Proceeding described above.
Under Article XVII the Company shall also advance amounts to any director or
officer during the pendency of any such Proceeding against expenses incurred,
provided that, if required by law, the Company receives an undertaking to
repay such amount if it is ultimately determined that such person is not to be
indemnified under such Article. The indemnification provided for in such
Articles is in addition to any rights to which any director or officer may
otherwise be entitled. Article XVII of the By-Laws provides that the right of
a director or officer to such indemnification and advancement of expenses
shall be a contract right and further provides procedures for the enforcement
of such right.
The Company has purchased directors' and officers' liability insurance
policies indemnifying its officers and directors and the officers and
directors of its subsidiaries against claims and liabilities (with stated
exceptions) to which they may become subject by reason of their positions with
the Company or its subsidiaries as directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
4.1 Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3(2) to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994).
4.2 By-laws of the Company, as amended (incorporated by reference to
Exhibit 3(c) to the Company's Annual Report on Form 10-K/A for
the year ended December 31, 1992).
4.3 Rights Agreement, as amended, dated December 7, 1988, between
the Company and the Rights Agent named therein (incorporated by
reference to Exhibit 4(b) to the Company's Annual Report on Form
10-K for the year ended December 31, 1990, as amended).
4.4 1993 Long-Term Incentive Plan of the Company (incorporated by
reference to Exhibit A to the Company's Notice of 1994 Annual
Meeting and Proxy Statement filed with the Commission pursuant
to Regulation 14A of the Exchange Act).
5 Opinion of Angeline C. Straka, Vice President, Secretary and
Associate General Counsel, as to the legality of the securities
being registered.
23.1 Consent of Counsel -- contained in opinion filed as Exhibit 5.
23.2 Consent of Price Waterhouse.
24 Powers of Attorney.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the Securities registered hereby, a post-effective amendment to this
Registration Statement:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(b) to reflect in the Prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement;
(c) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a) and (b)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the Securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the Securities being registered hereby which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the Securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described above in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the Securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Westinghouse Electric Corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pittsburgh, Commonwealth of Pennsylvania, on the 25th day of May, 1994.
Westinghouse Electric Corporation
By: /s/Fredric G. Reynolds
----------------------------------------------------
Fredric G. Reynolds
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on May 25,
1994 in the capacities indicated:
Signature Title
* Chairman and Chief Executive Officer
- -----------------------------------------(principal executive officer)
(Michael H. Jordan) and Director
* President and Director
- ------------------------------------------
(Gary M. Clark)
/s/Fredric G. Reynolds Executive Vice President and Chief
- -----------------------------------------Financial Officer
(Fredric G. Reynolds) (principal financial officer)
/s/Robert E. Faust
- -----------------------------------------Vice President and Controller
(Robert E. Faust) (principal accounting officer)
* Director
- -----------------------------------------
(Frank C. Carlucci)
* Director
- -----------------------------------------
(George H. Conrades)
* Director
- -----------------------------------------
(David T. McLaughlin)
* Director
- -----------------------------------------
(Rene C. McPherson)
* Director
- -----------------------------------------
(Richard M. Morrow)
* Director
- -----------------------------------------
(Richard R. Pivirotto)
* Director
- -----------------------------------------
(Dr. Paula Stern)
*By /s/Fredric G. Reynolds
------------------------
Fredric G. Reynolds
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
4.1 Restated Articles of Incorporation of the Company *
(incorporated by reference to Exhibit 3(2) to Company's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994).
4.2 By-laws of the Company, as amended (incorporated by *
reference to Exhibit 3(c) to the Company's Annual Report
on Form 10-K/A for the year ended December 31, 1992).
4.3 Rights Agreement, as amended, dated December 7, 1988, *
between the Company and the Rights Agent named therein
(incorporated by reference to Exhibit 4(b) to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1990, as amended).
4.4 1993 Long-Term Incentive Plan of the Company *
(incorporated by reference to Exhibit A to the
Company's Notice of 1994 Annual Meeting and Proxy
Statement filed with the Commission pursuant to
Schedule 14A of the Exchange Act).
5 Opinion of Angeline C. Straka, Vice President, 8
Secretary and Associate General Counsel, as to
the legality of the securities being registered.
23.1 Consent of Counsel -- contained in opinion filed 8
as Exhibit 5
23.2 Consent of Price Waterhouse 9
24 Powers of Attorney 10
*Incorporated by reference.
Exhibit 5
May 25, 1994
Westinghouse Electric Corporation
11 Stanwix Street
Pittsburgh, PA 15222
Re: Westinghouse Electric Corporation
---------------------------------
Common Stock, $1.00 par value
-----------------------------
12,000,000 shares
-----------------
1993 Long-Term Incentive Plan (the "Plan")
------------------------------------------------------
Ladies and Gentlemen:
This opinion is being submitted in connection with a Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission, under the Securities Act of 1933, as
amended, in respect of 12,000,000 shares of the Common Stock, par value $1.00
per share (the "Common Stock") of Westinghouse Electric Corporation (the
"Corporation").
I have examined and am familiar with the Restated Articles and the By-
laws, both as amended, of the Corporation, a Pennsylvania corporation. I am
of the opinion that the Corporation is a duly organized and validly existing
corporation under the laws of the Commonwealth of Pennsylvania.
I am further of the opinion that, when the 12,000,000 shares of Common
Stock are issued in accordance with the terms of the Plan, the corporate
proceedings to authorize the issuance of said 12,000,000 shares of Common
Stock for use under the Plan will have been duly taken in accordance with the
applicable law, and that, when said 12,000,000 shares of Common Stock are
issued in accordance with the terms of the Plan, said 12,000,000 shares of
Common Stock will have been duly authorized for issuance.
In addition, I am of the opinion that the 12,000,000 shares to be
reserved, when sold as provided in the Plan and the corporate proceedings
related thereto, will be legally issued, fully paid and nonassessable.
I know that I am referred to in the Registration Statement relating to
the Common Stock and I hereby consent to such use of my name in such
Registration Statement and to the use of this opinion for filing as an exhibit
to such Registration Statement as Exhibit 5 thereto.
Very truly yours,
/s/Angeline C. Straka
Vice President, Secretary and
Associate General Counsel
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 26, 1994, except as to the
matter discussed in paragraph 9 of note 2, which is as of February 28, 1994,
which is included in Westinghouse Electric Corporation's Annual Report on Form
10-K for the year ended December 31, 1993. We also consent to the
incorporation by reference of our report on the financial statement schedules,
which appears on page 62 of such Annual Report on Form 10-K.
/s/Price Waterhouse
Price Waterhouse
600 Grant Street
Pittsburgh, Pennsylvania 15219-9954
May 23, 1994
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of 12 million shares
of common stock, par value $1.00 per share, of the Corporation, in connection
with the Corporation's 1993 Long-Term Incentive Plan, hereby constitutes and
appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Robert E.
Faust, his/her true and lawful attorneys-in-fact and agents, and each of them,
with full power to act without the others, his/her true and lawful attorney-
in-fact and agent, for him/her and in his/her name, place and stead, in any
and all capacities, to sign said Registration Statement, and any and all
amendments thereto, with power where appropriate to affix the corporate seal
of Westinghouse thereto and to attest said seal, and to file said Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 16th day of May, 1994.
/s/Michael H. Jordan
------------------------------------------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of 12 million shares
of common stock, par value $1.00 per share, of the Corporation, in connection
with the Corporation's 1993 Long-Term Incentive Plan, hereby constitutes and
appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Robert E.
Faust, his/her true and lawful attorneys-in-fact and agents, and each of them,
with full power to act without the others, his/her true and lawful attorney-
in-fact and agent, for him/her and in his/her name, place and stead, in any
and all capacities, to sign said Registration Statement, and any and all
amendments thereto, with power where appropriate to affix the corporate seal
of Westinghouse thereto and to attest said seal, and to file said Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 25th day of May, 1994.
/s/Gary M. Clark
------------------------------------------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of 12 million shares
of common stock, par value $1.00 per share, of the Corporation, in connection
with the Corporation's 1993 Long-Term Incentive Plan, hereby constitutes and
appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Robert E.
Faust, his/her true and lawful attorneys-in-fact and agents, and each of them,
with full power to act without the others, his/her true and lawful attorney-
in-fact and agent, for him/her and in his/her name, place and stead, in any
and all capacities, to sign said Registration Statement, and any and all
amendments thereto, with power where appropriate to affix the corporate seal
of Westinghouse thereto and to attest said seal, and to file said Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 26th day of May, 1994.
/s/Robert E. Faust
------------------------------------------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of 12 million shares
of common stock, par value $1.00 per share, of the Corporation, in connection
with the Corporation's 1993 Long-Term Incentive Plan, hereby constitutes and
appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Robert E.
Faust, his/her true and lawful attorneys-in-fact and agents, and each of them,
with full power to act without the others, his/her true and lawful attorney-
in-fact and agent, for him/her and in his/her name, place and stead, in any
and all capacities, to sign said Registration Statement, and any and all
amendments thereto, with power where appropriate to affix the corporate seal
of Westinghouse thereto and to attest said seal, and to file said Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 16th day of May, 1994.
/s/Frank C. Carlucci
------------------------------------------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of 12 million shares
of common stock, par value $1.00 per share, of the Corporation, in connection
with the Corporation's 1993 Long-Term Incentive Plan, hereby constitutes and
appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Robert E.
Faust, his/her true and lawful attorneys-in-fact and agents, and each of them,
with full power to act without the others, his/her true and lawful attorney-
in-fact and agent, for him/her and in his/her name, place and stead, in any
and all capacities, to sign said Registration Statement, and any and all
amendments thereto, with power where appropriate to affix the corporate seal
of Westinghouse thereto and to attest said seal, and to file said Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 17th day of May, 1994.
/s/George H. Conrades
------------------------------------------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of 12 million shares
of common stock, par value $1.00 per share, of the Corporation, in connection
with the Corporation's 1993 Long-Term Incentive Plan, hereby constitutes and
appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Robert E.
Faust, his/her true and lawful attorneys-in-fact and agents, and each of them,
with full power to act without the others, his/her true and lawful attorney-
in-fact and agent, for him/her and in his/her name, place and stead, in any
and all capacities, to sign said Registration Statement, and any and all
amendments thereto, with power where appropriate to affix the corporate seal
of Westinghouse thereto and to attest said seal, and to file said Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 25th day of May, 1994.
/s/David T. McLaughlin
------------------------------------------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of 12 million shares
of common stock, par value $1.00 per share, of the Corporation, in connection
with the Corporation's 1993 Long-Term Incentive Plan, hereby constitutes and
appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Robert E.
Faust, his/her true and lawful attorneys-in-fact and agents, and each of them,
with full power to act without the others, his/her true and lawful attorney-
in-fact and agent, for him/her and in his/her name, place and stead, in any
and all capacities, to sign said Registration Statement, and any and all
amendments thereto, with power where appropriate to affix the corporate seal
of Westinghouse thereto and to attest said seal, and to file said Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 16th day of May, 1994.
/s/Rene C. McPherson
------------------------------------------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of 12 million shares
of common stock, par value $1.00 per share, of the Corporation, in connection
with the Corporation's 1993 Long-Term Incentive Plan, hereby constitutes and
appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Robert E.
Faust, his/her true and lawful attorneys-in-fact and agents, and each of them,
with full power to act without the others, his/her true and lawful attorney-
in-fact and agent, for him/her and in his/her name, place and stead, in any
and all capacities, to sign said Registration Statement, and any and all
amendments thereto, with power where appropriate to affix the corporate seal
of Westinghouse thereto and to attest said seal, and to file said Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 16th day of May, 1994.
/s/Richard M. Morrow
------------------------------------------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of 12 million shares
of common stock, par value $1.00 per share, of the Corporation, in connection
with the Corporation's 1993 Long-Term Incentive Plan, hereby constitutes and
appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Robert E.
Faust, his/her true and lawful attorneys-in-fact and agents, and each of them,
with full power to act without the others, his/her true and lawful attorney-
in-fact and agent, for him/her and in his/her name, place and stead, in any
and all capacities, to sign said Registration Statement, and any and all
amendments thereto, with power where appropriate to affix the corporate seal
of Westinghouse thereto and to attest said seal, and to file said Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 25th day of May, 1994.
/s/Richard R. Pivirotto
------------------------------------------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of 12 million shares
of common stock, par value $1.00 per share, of the Corporation, in connection
with the Corporation's 1993 Long-Term Incentive Plan, hereby constitutes and
appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Robert E.
Faust, his/her true and lawful attorneys-in-fact and agents, and each of them,
with full power to act without the others, his/her true and lawful attorney-
in-fact and agent, for him/her and in his/her name, place and stead, in any
and all capacities, to sign said Registration Statement, and any and all
amendments thereto, with power where appropriate to affix the corporate seal
of Westinghouse thereto and to attest said seal, and to file said Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 16th day of May, 1994.
/s/Dr. Paula Stern
------------------------------------------
May 26, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Filing Desk
RE: Westinghouse Electric Corporation
---------------------------------
File No. 1-977
--------------
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
Pursuant to Rule 101 of Regulation S-T, enclosed for filing on behalf of
Westinghouse Electric Corporation is a Registration Statement on Form S-8
dated May 26, 1994. In accordance with Rule 901 (d) of Regulation S-T, a
conformed copy of the Form S-8 will be submitted to the SEC.
Please direct any comments or questions you may have to the undersigned
at (412) 642-3079.
Very truly yours,
/s/Thomas F. Seligson
Assistant General Counsel
