<PAGE> 1
As filed with the Securities and Exchange Commission on June 14, 1996
REGISTRATION STATEMENT NO. 33-59462
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
WESTINGHOUSE ELECTRIC CORPORATION
(Exact name of Registrant as specified in charter)
Pennsylvania 25-0877540
(State of incorporation) (I.R.S. Employer Identification No.)
Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222
(412) 244-2000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Angeline C. Straka, Esquire
Vice President, Secretary and
Associate General Counsel
Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222
(412) 244-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
THIS POST-EFFECTIVE AMENDMENT NO. 1, FILED BY WESTINGHOUSE ELECTRIC
CORPORATION (THE "COMPANY") AS THE SUCCESSOR, AMENDS THE REGISTRATION STATEMENT
ON FORM S-3 (REGISTRATION NO. 33-59462) FILED BY CBS INC. ON MARCH 12, 1993
WITH RESPECT TO AN ISSUANCE OF DEBT SECURITIES, BY DEREGISTERING THE REMAINING
$350,000,000, WHICH WERE NOT ISSUED.
- --------------------------------------------------------------------------------
TITLE OF CLASS SECURITIES AMOUNT AMOUNT
REGISTERED REGISTERED BEING DEREGISTERED
- --------------------------------------------------------------------------------
Debt Securities $450,000,000 $350,000,000
- --------------------------------------------------------------------------------
<PAGE> 2
DEREGISTRATION
The Company hereby deregisters $350,000,000 debt securities which were not
issued and were registered under a Registration Statement on Form S-3
(Registration No. 33-59462) filed by CBS Inc. on March 12, 1993.
EXHIBITS
Exhibit No. Description
----------- -----------
24 Powers of Attorney
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, on June 14, 1996.
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, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on June 14, 1996.
Signatures Title
---------- -----
* Chairman and Chief Executive Officer
- -------------------------- (principal executive officer)
(Michael H. Jordan) and Director
* President and Director
- --------------------------
(Gary M. Clark)
* Executive Vice President and
- -------------------------- Chief Financial Officer
(Fredric G. Reynolds) (principal financial officer
and principal accounting officer)
* Director
- --------------------------
(Frank C. Carlucci)
* Director
- --------------------------
(Robert E. Cawthorn)
* Director
- --------------------------
(George H. Conrades)
* Director
- --------------------------
(William H. Gray III)
<PAGE> 4
* Director
- --------------------------
(David K. P. Li)
* Director
- --------------------------
(David T. McLaughlin)
* Director
- --------------------------
(Richard R. Pivirotto)
* Director
- --------------------------
(Paula Stern)
* Director
- --------------------------
(Robert D. Walter)
*By Power of Attorney
<PAGE> 5
Exhibit Index
-------------
Exhibit No. Description Page
- ----------- ----------- ----
24 Powers of Attorney 6
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment
No. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed
by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt
securities, by deregistering the remaining $350,000,000 of said debt securities,
hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G.
Reynolds, and Louis J. Briskman, 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 Amendment and any and
all amendments thereto, and to file said Amendment 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 23rd day of April, 1996.
/s/ Frank C. Carlucci
---------------------
<PAGE> 2
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment
No. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed
by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt
securities, by deregistering the remaining $350,000,000 of said debt securities,
hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G.
Reynolds, and Louis J. Briskman, 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 Amendment and any and
all amendments thereto, and to file said Amendment 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 18th day of April, 1996.
/s/ Robert E. Cawthorn
----------------------
<PAGE> 3
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment
No. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed
by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt
securities, by deregistering the remaining $350,000,000 of said debt securities,
hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G.
Reynolds, and Louis J. Briskman, 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 Amendment and any and
all amendments thereto, and to file said Amendment 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 23rd day of April, 1996.
/s/ Gary M. Clark
-----------------
<PAGE> 4
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment
No. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed
by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt
securities, by deregistering the remaining $350,000,000 of said debt securities,
hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G.
Reynolds, and Louis J. Briskman, 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 Amendment and any and
all amendments thereto, and to file said Amendment 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 22nd day of April, 1996.
/s/ George H. Conrades
----------------------
<PAGE> 5
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment
No. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed
by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt
securities, by deregistering the remaining $350,000,000 of said debt securities,
hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G.
Reynolds, and Louis J. Briskman, 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 Amendment and any and
all amendments thereto, and to file said Amendment 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 23rd day of April, 1996.
/s/ William H. Gray III
-----------------------
<PAGE> 6
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment
No. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed
by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt
securities, by deregistering the remaining $350,000,000 of said debt securities,
hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G.
Reynolds, and Louis J. Briskman, 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 Amendment and any and
all amendments thereto, and to file said Amendment 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 22nd day of April, 1996.
/s/ Michael H. Jordan
---------------------
<PAGE> 7
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment
No. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed
by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt
securities, by deregistering the remaining $350,000,000 of said debt securities,
hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G.
Reynolds, and Louis J. Briskman, 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 Amendment and any and
all amendments thereto, and to file said Amendment 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 21st day of April, 1996.
/s/ David K.P. Li
-----------------
<PAGE> 8
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment
No. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed
by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt
securities, by deregistering the remaining $350,000,000 of said debt securities,
hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G.
Reynolds, and Louis J. Briskman, 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 Amendment and any and
all amendments thereto, and to file said Amendment 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 19th day of April, 1996.
/s/ David T. McLaughlin
-----------------------
<PAGE> 9
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment
No. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed
by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt
securities, by deregistering the remaining $350,000,000 of said debt securities,
hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G.
Reynolds, and Louis J. Briskman, 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 Amendment and any and
all amendments thereto, and to file said Amendment 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 19th day of April, 1996.
/s/ Richard R. Pivirotto
------------------------
<PAGE> 10
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment
No. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed
by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt
securities, by deregistering the remaining $350,000,000 of said debt securities,
hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G.
Reynolds, and Louis J. Briskman, 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 Amendment and any and
all amendments thereto, and to file said Amendment 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 21st day of April, 1996.
/s/ Paula Stern
---------------
<PAGE> 11
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment
No. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed
by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt
securities, by deregistering the remaining $350,000,000 of said debt securities,
hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G.
Reynolds, and Louis J. Briskman, 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 Amendment and any and
all amendments thereto, and to file said Amendment 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 April, 1996.
/s/ Robert D. Walter
--------------------
