<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1996
REGISTRATION STATEMENT NO. 33-46051
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
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)
The Knoll Group Retirement Savings Plan
(Full title of the Plan)
Angeline C. Straka, Esq.
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 AMENDS THE REGISTRATION STATEMENT ON FORM
S-8 (REGISTRATION STATEMENT NO. 33-46051) FILED BY WESTINGHOUSE ELECTRIC
CORPORATION (THE "COMPANY") WITH RESPECT TO THE KNOLL GROUP RETIREMENT SAVINGS
PLAN (THE "PLAN") BY DEREGISTERING, FOR THE REASONS SET FORTH HEREIN, 53,350 OF
THE 200,000 SHARES OF COMMON STOCK, PAR VALUE $1.00, OF THE COMPANY ("COMMON
STOCK") REGISTERED THEREBY.
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT AMOUNT
REGISTERED REGISTERED BEING DEREGISTERED
<S> <C> <C>
Common Stock, par value $1.00 200,000 53,350
</TABLE>
-1-
<PAGE> 2
AMENDMENT OF PLAN
The Company sold the stock of The Knoll Group, Inc. on February 29, 1996 to
T.K.G. Acquisition Corp. As a result of the sale, the Plan was amended on
February 29, 1996 to eliminate the purchase of Common Stock as one of the
investment options under the Plan.
DEREGISTRATION
The Company hereby deregisters the 53,350 shares of Common Stock registered
under the Registration Statement which have not been sold pursuant to the Plan.
EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
24 Powers of Attorney
</TABLE>
-2-
<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, Commonwealth of Pennsylvania, on
June 25, 1996.
WESTINGHOUSE ELECTRIC CORPORATION
(Registrant)
By: /s/ GARY M. CLARK
-------------------------------
Gary M. Clark
President and Director
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 25, 1996.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
* Chairman and Chief Executive Officer
- ---------------------------------- (principal executive officer) and Director
(Michael H. Jordan)
/s/ GARY M. CLARK President and Director
- -----------------------------
(Gary M. Clark)
* Executive Vice President and Chief Financial Officer
- ---------------------------------- (principal financial officer and principal accounting officer)
(Fredric G. Reynolds)
* Director
- ----------------------------------
(Frank C. Carlucci)
* Director
- ----------------------------------
(Robert E. Cawthorn)
* Director
- ----------------------------------
(George H. Conrades)
* Director
- ----------------------------------
(William H. Gray III)
* Director
- ----------------------------------
(David K. P. Li)
</TABLE>
-3-
<PAGE> 4
<TABLE>
<S> <C>
* Director
- ----------------------------------
(David T. McLaughlin)
* Director
- ----------------------------------
(Richard R. Pivirotto)
* Director
- ----------------------------------
(Paula Stern)
* Director
- ----------------------------------
(Robert D. Walter)
</TABLE>
*By /s/ GARY M. CLARK
----------------------------
Gary M. Clark
Attorney-in-Fact
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
24 Powers of Attorney 6
</TABLE>
-5-
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the Company), 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 to its Registration Statement No. 33-46051 on Form S-8 (the
Amendment) for the deregistration under said Act of all shares of common stock,
par value $1.00 per share, of the Company, registered in connection with The
Knoll Group Retirement Savings Plan (the Plan) which have not been sold
pursuant to the Plan, 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 other amendments thereto, and to file said Amendment
and each other 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 14th day of June, 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 (the Company), 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 to its Registration Statement No. 33-46051 on Form S-8 (the
Amendment) for the deregistration under said Act of all shares of common stock,
par value $1.00 per share, of the Company, registered in connection with The
Knoll Group Retirement Savings Plan (the Plan) which have not been sold
pursuant to the Plan, 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 other amendments thereto, and to file said Amendment
and each other 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 June, 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 (the Company), 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 to its Registration Statement No. 33-46051 on Form S-8 (the
Amendment) for the deregistration under said Act of all shares of common stock,
par value $1.00 per share, of the Company, registered in connection with The
Knoll Group Retirement Savings Plan (the Plan) which have not been sold
pursuant to the Plan, 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 other amendments thereto, and to file said Amendment
and each other 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 June, 1996.
/s/ GEORGE H. CONRADES
--------------------------------
<PAGE> 4
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the Company), 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 to its Registration Statement No. 33-46051 on Form S-8 (the
Amendment) for the deregistration under said Act of all shares of common stock,
par value $1.00 per share, of the Company, registered in connection with The
Knoll Group Retirement Savings Plan (the Plan) which have not been sold
pursuant to the Plan, 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 other amendments thereto, and to file said Amendment
and each other 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 15th day of June, 1996.
/s/ WILLIAM H. GRAY
--------------------------------
<PAGE> 5
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the Company), 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 to its Registration Statement No. 33-46051 on Form S-8 (the
Amendment) for the deregistration under said Act of all shares of common stock,
par value $1.00 per share, of the Company, registered in connection with The
Knoll Group Retirement Savings Plan (the Plan) which have not been sold
pursuant to the Plan, 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 other amendments thereto, and to file said Amendment
and each other 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 June, 1996.
/s/ MICHAEL H. JORDAN
--------------------------------
<PAGE> 6
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the Company), 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 to its Registration Statement No. 33-46051 on Form S-8 (the
Amendment) for the deregistration under said Act of all shares of common stock,
par value $1.00 per share, of the Company, registered in connection with The
Knoll Group Retirement Savings Plan (the Plan) which have not been sold
pursuant to the Plan, 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 other amendments thereto, and to file said Amendment
and each other 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 June, 1996.
/s/ DAVID K. P. LI
--------------------------------
<PAGE> 7
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the Company), 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 to its Registration Statement No. 33-46051 on Form S-8 (the
Amendment) for the deregistration under said Act of all shares of common stock,
par value $1.00 per share, of the Company, registered in connection with The
Knoll Group Retirement Savings Plan (the Plan) which have not been sold
pursuant to the Plan, 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 other amendments thereto, and to file said Amendment
and each other 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 June, 1996.
/s/ DAVID T. MCLAUGHLIN
--------------------------------
<PAGE> 8
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the Company), 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 to its Registration Statement No. 33-46051 on Form S-8 (the
Amendment) for the deregistration under said Act of all shares of common stock,
par value $1.00 per share, of the Company, registered in connection with The
Knoll Group Retirement Savings Plan (the Plan) which have not been sold
pursuant to the Plan, 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 other amendments thereto, and to file said Amendment
and each other 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 June, 1996.
/s/ RICHARD R. PIVIROTTO
--------------------------------
<PAGE> 9
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the Company), 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 to its Registration Statement No. 33-46051 on Form S-8 (the
Amendment) for the deregistration under said Act of all shares of common stock,
par value $1.00 per share, of the Company, registered in connection with The
Knoll Group Retirement Savings Plan (the Plan) which have not been sold
pursuant to the Plan, 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 other amendments thereto, and to file said Amendment
and each other 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 June, 1996.
/s/ FREDRIC G. REYNOLDS
--------------------------------
<PAGE> 10
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the Company), 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 to its Registration Statement No. 33-46051 on Form S-8 (the
Amendment) for the deregistration under said Act of all shares of common stock,
par value $1.00 per share, of the Company, registered in connection with The
Knoll Group Retirement Savings Plan (the Plan) which have not been sold
pursuant to the Plan, 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 other amendments thereto, and to file said Amendment
and each other 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 June, 1996.
/s/ PAULA STERN
--------------------------------
<PAGE> 11
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the Company), 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 to its Registration Statement No. 33-46051 on Form S-8 (the
Amendment) for the deregistration under said Act of all shares of common stock,
par value $1.00 per share, of the Company, registered in connection with The
Knoll Group Retirement Savings Plan (the Plan) which have not been sold
pursuant to the Plan, 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 other amendments thereto, and to file said Amendment
and each other 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 June, 1996.
/s/ ROBERT D. WALTER
--------------------------------
