<PAGE> 1
As filed with the Securities and Exchange Commission on June 14, 1996
REGISTRATION STATEMENT NO. 33-36312
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-4
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 AMENDS THE REGISTRATION STATEMENT ON FORM
S-4 (REGISTRATION NO. 33-36312) FILED BY WESTINGHOUSE ELECTRIC CORPORATION (THE
"COMPANY") WITH RESPECT TO THE COMPANY'S ACQUISITION OF KNOLL INTERNATIONAL,
INC. BY DEREGISTERING, FOR THE REASONS SET FORTH HEREIN, 140,203* OF THE
3,364,879 SHARES OF COMMON STOCK, PAR VALUE $1.00 OF THE COMPANY ("COMMON
STOCK") REGISTERED THEREBY.
- --------------------------------------------------------------------------------
TITLE OF CLASS SECURITIES AMOUNT AMOUNT
REGISTERED REGISTERED BEING DEREGISTERED
- --------------------------------------------------------------------------------
Common Stock, par value $1.00 3,364,879 140,203*
- --------------------------------------------------------------------------------
<PAGE> 2
DEREGISTRATION
The Company hereby deregisters the 140,203* shares of Common Stock which were
not issued and were registered under the Registration Statement in connection
with the acquisition of Knoll International.
EXHIBITS
Exhibit No. Description
- ---------- -----------
24 Powers of Attorney
*Not adjusted for stock splits or dividends subsequent to August 31, 1990.
<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 to its Registration Statement No. 33-36312 on Form S-4 (the
"Amendment") for the deregistration under said Act of 140,203 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's acquisition of Knoll International, Inc., 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 to such Amendment, and any
and all other amendments thereto, and to file said amendment to such 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 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 to its Registration Statement No. 33-36312 on Form S-4 (the
"Amendment") for the deregistration under said Act of 140,203 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's acquisition of Knoll International, Inc., 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 to such Amendment, and any
and all other amendments thereto, and to file said amendment to such 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 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 to its Registration Statement No. 33-36312 on Form S-4 (the
"Amendment") for the deregistration under said Act of 140,203 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's acquisition of Knoll International, Inc., 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 to such Amendment, and any
and all other amendments thereto, and to file said amendment to such 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 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 to its Registration Statement No. 33-36312 on Form S-4 (the
"Amendment") for the deregistration under said Act of 140,203 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's acquisition of Knoll International, Inc., 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 to such Amendment, and any
and all other amendments thereto, and to file said amendment to such 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 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 to its Registration Statement No. 33-36312 on Form S-4 (the
"Amendment") for the deregistration under said Act of 140,203 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's acquisition of Knoll International, Inc., 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 to such Amendment, and any
and all other amendments thereto, and to file said amendment to such 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 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 to its Registration Statement No. 33-36312 on Form S-4 (the
"Amendment") for the deregistration under said Act of 140,203 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's acquisition of Knoll International, Inc., 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 to such Amendment, and any
and all other amendments thereto, and to file said amendment to such 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 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 to its Registration Statement No. 33-36312 on Form S-4 (the
"Amendment") for the deregistration under said Act of 140,203 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's acquisition of Knoll International, Inc., 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 to such Amendment, and any
and all other amendments thereto, and to file said amendment to such 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 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 to its Registration Statement No. 33-36312 on Form S-4 (the
"Amendment") for the deregistration under said Act of 140,203 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's acquisition of Knoll International, Inc., 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 to such Amendment, and any
and all other amendments thereto, and to file said amendment to such 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 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 to its Registration Statement No. 33-36312 on Form S-4 (the
"Amendment") for the deregistration under said Act of 140,203 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's acquisition of Knoll International, Inc., 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 to such Amendment, and any
and all other amendments thereto, and to file said amendment to such 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 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 to its Registration Statement No. 33-36312 on Form S-4 (the
"Amendment") for the deregistration under said Act of 140,203 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's acquisition of Knoll International, Inc., 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 to such Amendment, and any
and all other amendments thereto, and to file said amendment to such 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 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 to its Registration Statement No. 33-36312 on Form S-4 (the
"Amendment") for the deregistration under said Act of 140,203 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's acquisition of Knoll International, Inc., 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 to such Amendment, and any
and all other amendments thereto, and to file said amendment to such 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 26th day of April, 1996.
/s/ Robert D. Walter
--------------------
