<PAGE> 1
As filed with the Securities and Exchange Commission on September 24, 1996
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
1991 Long-Term Incentive Plan
(Full title of the plan)
ANGELINE C. STRAKA
Vice President, Secretary and Associate General Counsel
Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)
(412) 244-2300
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock,
par value
$1.00 per
share . . . . . . . 5,000,000 shares $17.625 $88,125,000 $30,388.14
Preferred
Stock Purchase
Rights . . . . . . . 5,000,000 rights (2) (2) (2)
</TABLE>
(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
Registrant's Common Stock reported on the New York Stock Exchange
Composite Tape on September 17, 1996.
(2) The Preferred Stock Purchase Rights of Westinghouse are attached to and
trade with the shares of Westinghouse Common Stock being registered
hereby. Value attributable to such Preferred Stock Purchase Rights, if
any, is reflected in the market price of Westinghouse Common Stock.
<PAGE> 2
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, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996.
(c) The Company's Current Reports on Form 8-K reporting events on January
9, 1996, February 8, 1996, April 19, 1996, May 2, 1996, June 5, 1996, June 10,
1996, June 20, 1996 and August 6, 1996 and September 19, 1996.
(d) The Company's Current Report on Form 8-K/A dated February 6, 1996.
(e) 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
As of September 24, 1996, Angeline C. Straka, Vice President, Secretary and
Associate General Counsel of the Company, who has given an opinion as to the
legality of the securities being registered hereunder, held options to purchase
73,775 shares of the Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
Section 1741 of the Business Corporation Law of the Commonwealth of
Pennsylvania (the "BCL") empowers a corporation to indemnify any person who
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<PAGE> 3
was or is a party or is threatened to be made a party to any threatened,
pending or completed action or proceeding (a "Proceeding"), whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a representative of the corporation or is or was serving at
the request of the corporation as a representative of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such Proceeding, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful. Section 1742
of the BCL empowers a corporation to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person is or was a representative of
the corporation or is or was serving at the request of the corporation as a
representative of another corporation or enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of the action if he or she acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, provided that
indemnification shall not be made in respect of any claim, issue or matter as
to which such person has been adjudged to be liable to the corporation unless
there is a judicial determination that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for the
expenses that the court deems proper.
Section 1743 of the BCL provides that to the extent a representative of a
corporation has been successful on the merits or otherwise in defense of any
Proceeding, or in defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
Section 1745 of the BCL provides that expenses (including attorneys' fees)
incurred 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 the representative to repay such amount if it is ultimately determined
that he or she is not entitled to be indemnified by the corporation.
Section 1746 of the BCL provides that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other sections of the BCL
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise.
However, Section 1746 also provides that 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.
The Company provides for indemnification of its directors and officers
pursuant to Article ELEVENTH of the Restated Articles of Incorporation of the
Company and Article XVII of the By-laws of the Company. Article ELEVENTH of the
Restated Articles and Article XVII of the By-laws 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 Proceedings
(subject to certain limitations in the case of actions by such persons against
the Company). Under Article XVII, the Company shall also advance amounts to any
director or officer during the pendency of any such Proceedings against expenses
incurred, provided that, if required by law, the Company receives an undertaking
to repay such amounts 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
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<PAGE> 4
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 as amended to
January 8, 1996 (incorporated by reference to Exhibit 3(a) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.2 By-laws of the Company, as amended to July 30, 1996.
4.3 Rights Agreement (incorporated by reference to Exhibit 1 to
Form 8-K filed on January 9, 1996)
4.4 1991 Long-Term Incentive Plan of the Company, as amended.
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 LLP.
24 Powers of Attorney.
Item 9. Undertakings
The contents of Item 9 of Registration Statement No. 33-53815 are
incorporated herein by reference.
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 24th day of September, 1996.
Westinghouse Electric Corporation
By: /s/ Fredric G. Reynolds
------------------------------
Fredric G. Reynolds
Executive Vice President and
Chief Financial Officer
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<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on September 24,
1996 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/ Carol V. Savage Vice President and Chief Accounting
- --------------------------------- Officer
(Carol V. Savage) (principal accounting officer)
*
- --------------------------------- Director
(Frank C. Carlucci)
*
- --------------------------------- Director
(Robert E. Cawthorn)
*
- --------------------------------- Director
(George H. Conrades)
*
- --------------------------------- Director
(William H. Gray III)
*
- --------------------------------- Director
(David K. P. Li)
*
- --------------------------------- Director
(David T. McLaughlin)
*
- --------------------------------- Director
(Richard R. Pivirotto)
*
- --------------------------------- Director
(Paula Stern)
*
- --------------------------------- Director
(Robert D. Walter)
*By /s/ Fredric G. Reynolds
--------------------------
Fredric G. Reynolds
Attorney-In-Fact
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<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
4.1 Restated Articles of Incorporation of the Company *
(incorporated by reference to Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1995).
4.2 By-laws of the Company, as amended to July 30, 1996 --
4.3 Rights Agreement (incorporated by reference to Exhibit 1
to Form 8-K filed on January 9, 1996) *
4.4 1991 Long-Term Incentive Plan of the Company, *
as amended.
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. --
</TABLE>
*Incorporated by reference.
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<PAGE> 1
EXHIBIT 4.2
BY-LAWS
OF
WESTINGHOUSE
ELECTRIC CORPORATION
AS AMENDED TO
JULY 30, 1996
<PAGE> 2
TABLE OF CONTENTS
PAGE
Article I Meetings of Shareholders................................. 1
Article II Board of Directors - Committees -
Their Powers and Duties.................................. 5
Article III Contributions............................................ 9
Article IV Election and Term of Chairman of
the Board and Officers................................... 9
Article V Meetings of Directors.................................... 10
Article VI Chairman of the Board.................................... 12
Article VII President; Chief Executive Officer....................... 13
Article VIII Secretary................................................ 13
Article IX Treasurer................................................ 14
Article X Assistant Secretary, Assistant Treasurer
and Other Officers....................................... 15
Article XI Corporate Seal........................................... 15
Article XII Certificates of Stock.................................... 15
Article XIII Transfers of Stock....................................... 16
Article XIV Rights................................................... 17
Article XV Fiscal Year.............................................. 17
Article XVI Employees' Stock Purchases and Stock
Option Plans............................................. 17
Article XVII Indemnification.......................................... 19
Article XVIII Director Liability....................................... 27
Article XIX Pennsylvania Opt Out..................................... 27
Article XX Amendments............................................... 28
Article XXI Confidentiality in Voting................................ 28
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<PAGE> 3
BY-LAWS
OF
WESTINGHOUSE ELECTRIC CORPORATION
----------
ARTICLE I.
Meetings of Shareholders
The annual meeting of the shareholders of the Company shall be held on
such date and at such hour as the Board of Directors may designate and on any
subsequent day or days to which such meeting may be adjourned, for the purpose
of electing directors and for the transaction of such other business as may
lawfully come before the meeting. If for any reason the annual meeting shall
not have been held on the day designated by the Board or on the day specified
above, the Board of Directors shall cause the annual meeting to be called and
held as soon thereafter as may be convenient.
Special meetings of the shareholders of the Company may be called by
the Board of Directors or by the Chairman to be held on such date as the Board
or the Chairman shall determine. At an annual meeting of the shareholders, only
such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of the meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (ii) otherwise brought before the
meeting by or at the direction of the Board of Directors or (iii) brought
before the meeting by a shareholder in accordance with the procedure set forth
below. For business to be properly brought before an annual meeting by a
shareholder, the shareholder must be entitled by Pennsylvania law to present
such business and must have given written
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notice of such business, either by personal delivery or by United States mail,
postage prepaid, to the Secretary of the Company, not later than 90 days in
advance of such meeting; provided, however, that if such annual meeting of
shareholders is held on a date other than the last Wednesday of April, such
written notice must be given within ten days after the first public disclosure,
which may include any public filing by the Company with the Securities and
Exchange Commission, of the date of the annual meeting. Any such notice shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the meeting, and in
the event that such business includes a proposal to amend the By-laws of the
Company, the language of the proposed amendment, (b) the name and address of
the shareholder proposing such business, (c) a representation that the
shareholder is a holder of record of stock of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
propose such business and (d) any material interest of any shareholder in such
business. No business shall be conducted at an annual meeting except in
accordance with this paragraph, and the chairman of any annual meeting of
shareholders may refuse to permit any business to be brought before such annual
meeting without compliance with the foregoing procedures.
Subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock of the Company as to dividends or
upon liquidation, nominations for the election of directors may be made by the
Board of Directors or by any shareholder entitled to vote for the election of
directors. Any shareholder entitled to vote for the election of directors may
nominate at a meeting persons for election as directors only if written notice
of such shareholder's intent to make such nomination is given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary
of the Company not later than
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<PAGE> 5
(i) with respect to an election to be held at an annual meeting of
shareholders, 90 days in advance of such meeting (provided that if such annual
meeting of shareholders is held on a date other than the last Wednesday of
April, such written notice must be given within ten days after the first public
disclosure, which may include any public filing by the Company with the
Securities and Exchange Commission, of the date of the annual meeting), and
(ii) with respect to an election to be held at a special meeting of
shareholders for the election of directors, the close of business on the
seventh day following the date on which notice of such meeting is first given
to shareholders. Each such notice shall set forth: (a) the name and address of
the shareholder who intends to make the nomination and of each person to be
nominated; (b) a representation that the shareholder is a holder of record of
stock of the Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified
in the notice as directors; (c) a description of all arrangements or
understandings between the shareholder and each proposed nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission were such nominee to be nominated by
the Board of Directors; and (e) the consent of each proposed nominee to serve
as a director of the Company if so elected. The chairman of any meeting of
shareholders to elect directors may refuse to permit the nomination of any
person to be made without compliance with the foregoing procedure.
Every meeting of the shareholders, annual or special, shall be held at
such place within or without the Commonwealth of Pennsylvania as the Board of
Directors may designate or, in the absence of such designation, at the
registered office of the Company in the Commonwealth of Pennsylvania.
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Written notice of every meeting of the shareholders shall be given by,
or at the direction of, the person authorized to call the meeting, to each
shareholder of record entitled to vote at the meeting, at his address appearing
on the books of the Company. The notice of every meeting of the shareholders
shall specify the place, day and hour of the meeting and, in the case of a
special meeting, the matter or matters to be acted upon at such meeting. Only
the matter or matters specified in the notice of a special meeting shall be
acted upon thereat. All notices of meetings of the shareholders shall be
provided in accordance with Pennsylvania law.
The notice of every meeting of the shareholders may be accompanied by a
form of proxy approved by the Board of Directors in favor of such person or
persons as the Board of Directors may select.
Except as otherwise provided by law or by the Restated Articles of the
Company, as from time to time amended, (hereinafter called the Articles of the
Company) or by these By-laws, the presence in person or by proxy of
shareholders entitled to cast at least a majority of the votes that all
shareholders are entitled to cast on a particular matter shall constitute a
quorum at the meeting of shareholders, and all questions shall be decided by a
majority of the votes cast, in person or by proxy, at a duly organized meeting
by the holders of shares entitled to vote thereon. The shareholders present at
any duly organized meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Any meeting of the shareholders may be adjourned from time to time,
without notice other than by announcement at the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that
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<PAGE> 7
could have been taken at the meeting originally called; provided that any
meeting at which directors are to be elected shall be adjourned only from day
to day, or for such longer periods, not exceeding fifteen days each, as the
holders of a majority of the shares present in person or by proxy shall direct,
until such directors have been elected.
If a meeting cannot be organized because of lack of a quorum, those
present may, except as otherwise provided by law, adjourn the meeting to such
time and place as they may determine, but in the case of any meeting called for
the election of directors those who attend the second of such adjourned
meetings, although less than a quorum, shall nevertheless constitute a quorum
for the purpose of electing directors.
At each meeting, each shareholder entitled to vote may vote in person
or by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact and filed with the Secretary of the Company. Except as
otherwise provided by law or the Articles of the Company or these By-laws, each
holder of record of shares of any class of the Company shall be entitled to one
vote, on each matter submitted to a vote at a meeting of the shareholders, and
in respect of which shares of such class shall be entitled to be voted, for
every share of such class standing in his name on the books of the Company.
ARTICLE II.
Board of Directors - Committees -
Their Powers and Duties
The business, affairs and property of the Company shall be managed and
controlled by a Board of Directors, which, except as otherwise provided by law
or the Articles of the Company, shall exercise all the powers of the Company.
The number, qualifications, manner of election, time and place of meeting,
compensation and powers and duties of the
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<PAGE> 8
directors of the Company shall be fixed from time to time by or pursuant to
these By-laws. Nominees for election to the Board of Directors who qualify as
Independent Directors on the date of their nomination shall be such that the
majority of all directors holding office immediately after such nomination,
assuming the election of such nominees, shall be Independent Directors.
The number of directors which shall constitute the Board of Directors
shall be fixed from time to time by a vote of a majority of the Board of
Directors, provided, however, that the number of directors of the Company shall
be not less than three nor more than twenty-four. The shareholders shall, at
each annual meeting, elect directors, each of whom shall serve until the annual
meeting of shareholders next following his election and until his successor is
elected and shall qualify; provided, however, that directors with terms
expiring at the annual meetings of shareholders to be held in 1994 and 1995
shall serve until the expiration of their respective terms.
Each election of directors by the shareholders shall be conducted by
one or three judges of election appointed by the Board of Directors in advance
of the meeting to act at that meeting and at any adjournment thereof. If any or
all of such appointees shall fail to appear or fail or refuse to act, the
vacancy or vacancies shall be filled by the Board of Directors or the presiding
officer of the meeting. No person who is a candidate for office to be filled at
the meeting shall act as a judge.
Except as the law may otherwise provide, the shareholders shall not
remove any director from office without assigning any cause (as such term is
defined in the Articles of Incorporation) prior to the expiration of the term
of office unless holders of at least 80% of the shares of capital stock of the
Company entitled to vote thereon, vote to remove the director from office.
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<PAGE> 9
In case of any vacancy in the Board of Directors through death,
resignation, disqualification, removal, increase in the number of directors or
other cause, the remaining directors, though less than a quorum, by affirmative
vote of a majority thereof or by a sole remaining director, may fill such
vacancy to serve for the balance of the unexpired term and until his successor
shall have been elected and qualified; provided, however, that any director
elected to fill a vacancy for a director having a term expiring at the annual
meeting of shareholders to be held in 1994 or 1995 shall serve only until the
annual election of shareholders next following his election. There shall be a
Compensation Committee, an Audit Review Committee, a Committee on Environment
and Health, and a Nominating and Governance Committee. The Compensation
Committee may determine to retain an independent compensation consultant to
assist it in carrying out its duties. Each of these committees shall consist of
not less than three members of the Board of Directors, at least three of whom,
on the date of their appointment to the committee, are Independent Directors.
All members of the Compensation Committee and the Nominating and Governance
Committee must, on the date of their appointment to said committee, be
Independent Directors. With respect to each such committee, the Board of
Directors shall, by one or more resolutions adopted by a majority of the whole
Board, determine the duties and responsibilities, determine the number of
members, appoint the members and the committee chair and fill each vacancy
occurring in the membership.
The Board of Directors may from time to time appoint such further
standing or special committees as it may deem in the best interest of the
Company, but no such committee shall have any powers, except such as are
expressly conferred upon it by the Board. Each committee referred to in this
Article II shall act only as a committee and the individual members shall have
no power as such.
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<PAGE> 10
Each director shall be entitled to receive from the Company such annual
and meeting fees as the Board of Directors shall from time to time determine
and to be reimbursed for his reasonable expenses in connection with attendance
at meetings. Nothing herein contained shall preclude any director from serving
the Company or its subsidiaries in any other capacity and receiving
compensation therefor.
For purposes of this Article II, the term "Independent Director" shall
mean a director who: (a) is not and has not been employed by the Company or a
subsidiary in an executive capacity within the five years immediately prior to
the annual meeting at which he will be voted upon; (b) is not an employee or
five percent or more owner of an entity that is a regular advisor or consultant
to the Company or its subsidiaries; (c) is not an employee or five percent or
more owner of a significant customer or supplier of the Company or its
subsidiaries; (d) does not have a personal services contract with the Company
or its subsidiaries; (e) is not employed by a tax-exempt organization that
receives significant contributions from the Company or its subsidiaries; and
(f) is not a spouse, parent, sibling, child, parent-in-law, brother or
sister-in-law or son or daughter-in-law of an officer of the Company.
The Board of Directors shall have the exclusive right and power to
interpret and apply the provisions of this Article II, including, without
limitation, the adoption of written definitions of terms used in and guidelines
for its application (any such definitions and guidelines shall be filed with
the Secretary, and such definitions and guidelines as may prevail shall be made
available to any shareholder upon written request). Any such definitions or
guidelines and any other interpretation or application of the provisions of
this Article II made in good faith shall be binding and conclusive.
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<PAGE> 11
ARTICLE III.
Contributions
The Board of Directors shall have the power, at any time and from time
to time, to make contributions and donations for the public welfare or for
religious, charitable, scientific or educational purposes.
ARTICLE IV.
Election and Term of
Chairman of the Board and Officers
The Board of Directors shall elect a Chairman of the Board, who may be
designated an officer of the Company, a President or a Chief Executive Officer
or both, such Vice Presidents as may from time to time be necessary or
desirable, a Secretary and a Treasurer. There shall also be one or more
assistant secretaries and treasurers and such other officers and assistant
officers as the Board may deem appropriate. The Board of Directors shall elect
and fix the compensation of all officers, except assistant officers.
The term of office for all officers shall be until the organization
meeting of the Board of Directors following the next annual meeting of
shareholders and until their respective successors are elected or appointed and
shall qualify, or until their earlier death, resignation or removal. The
Chairman of the Board or any officer may be removed from office, either with or
without cause, at any time by the affirmative vote of the majority of the
members of the Board then in office. A vacancy in any office arising from any
cause may be filled for the unexpired term by the Board.
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<PAGE> 12
ARTICLE V.
Meetings of Directors
Regular meetings of the Board of Directors shall be held without notice
at such place or places either within or without the Commonwealth of
Pennsylvania, at such hour and on such day as may be fixed by resolution of the
Board of Directors.
The Board of Directors shall meet for organization at its first regular
meeting after the annual meeting of shareholders or at a special meeting of the
Board of Directors called after the annual meeting of shareholders and prior to
said first regular meeting. If no special meeting of the Board of Directors for
organization shall be called, all provisions of these By-laws in respect of
notice of special meetings of the Board of Directors shall apply to the first
regular meeting of the Board of Directors held after the annual meeting of
shareholders.
Special meetings of the Board of Directors shall be held, whenever
called by the Chairman or by four directors or by resolution adopted by the
Board of Directors, at such place or places either within or without the
Commonwealth of Pennsylvania as may be stated in the notice of the meeting.
Notice of the time and place of all special meetings of the Board of
Directors, and notice of any change in the time or place of holding the regular
meetings of the Board of Directors, shall be given to each director in person,
by telephone, or by sending a copy thereof by first class or express mail,
postage prepaid, or by telegram (with messenger service specified), telex or
TWX (with answerback received) or courier service, charges prepaid, or by
facsimile transmission, or by any type of electronic communication to the
address (or to the telephone, telex, TWX, fax or other number or address)
supplied by the director to the Corporation for the purpose of notice at least
one day before the day of the meeting; provided, however, that notice of any
meeting need not be given to any director if
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waived by such director in writing, whether before or after the time stated
therein, or if such director shall be present at the beginning of such meeting
and does not object to the transaction of business because the meeting was not
lawfully called or convened. If the notice is sent by mail, telegraph or
courier service, it shall be deemed to have been given to the director when
deposited in the United States mail or with a telegraph office or courier
service for delivery to the director or, in the case of telex, TWX, fax or
other electronic communication, it shall be deemed to have been given to the
director when dispatched. In the absence of any resolution of the Board of
Directors or any committee governing rules of procedure to the contrary, notice
of meetings of any committee referred to or provided for in these By-laws shall
follow the same procedures as those set forth in these By-laws for meetings of
the Board of Directors.
Except as otherwise provided in these By-laws, a majority of the
directors in office shall constitute a quorum of the Board competent to
transact business; but a lesser number may adjourn from day to day until a
quorum is present. Except as otherwise provided in these By-laws, all questions
shall be decided by a vote of a majority of the directors present.
All or any number less than all of the directors may participate in a
meeting of the Board of Directors or of a committee of the Board of Directors
by conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.
Each committee referred to or provided for in these By-laws shall have
authority, except as may otherwise be required by law or by resolution of the
Board of Directors, to fix its own rules of procedure and to meet where and as
provided by such rules. The presence at any meeting of any such committee of a
majority of the members, including alternate members thereof, shall be
necessary to constitute a quorum for the transaction of business
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<PAGE> 14
and in every case the affirmative vote of a majority of such members
present at any meeting shall be necessary for the adoption of any resolution of
such committee. In the absence or disqualification of any member of such
committee or committees, the member or members thereof, including alternate
members, present at any meeting and not disqualified from voting, whether or
not he or they constitute a quorum, may unanimously appoint another director to
act at the meeting in the place of any such absent or disqualified member.
ARTICLE VI.
Chairman of the Board
The Chairman of the Board shall preside at all meetings of the Board of
Directors at which he is present and shall call meetings of the Board and Board
Committees when he deems them necessary. Unless otherwise precluded from doing
so by these By-laws, he may be a member of the committees of the Board. He
shall act as chairman at all meetings of the shareholders at which he is
present unless he elects that the Chief Executive Officer shall so preside. The
Chairman of the Board may be designated by the Board as an officer of the
Company and may be elected by the Board as the Chief Executive Officer. The
Chairman of the Board shall perform all duties as may be assigned to him by the
Board of Directors.
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ARTICLE VII.
President; Chief Executive Officer
The President shall have such powers and duties as may, from time to
time, be prescribed by the Board of Directors or the Chairman of the Board.
Unless the Board of Directors shall otherwise direct, the President shall be
the Chief Executive Officer of the Company. In the absence of the Chairman of
the Board, the President or, if none, the Chief Executive Officer shall perform
the duties and have the powers of the Chairman of the Board, as determined by
the Board of Directors.
The Chief Executive Officer shall have general charge of the affairs of
the Company, subject to the control of the Board of Directors. He may appoint
all officers and employees of the Company for whose election no other provision
is made in these By-laws, and may discharge or remove any officer or employee,
subject to action thereon by the Board of Directors as required by these
By-laws. He shall be the officer through whom the Board delegates authority to
corporate management, and shall be responsible to see that all orders and
resolutions of the Board are carried into effect by the proper officers or
other persons. He shall also perform all duties as may be assigned to him by
the Board of Directors.
ARTICLE VIII.
Secretary
The Secretary shall attend meetings of the shareholders and the Board
of Directors, shall keep minutes thereof in suitable books, and shall send out
all notices of meetings as required by law or by these By-Laws. He shall, in
general, perform all duties incident to the office of the Secretary and perform
such other duties as may be assigned to him by the Board, the Chairman of the
Board or the President.
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<PAGE> 16
ARTICLE IX.
Treasurer
The Treasurer shall have custody of, and shall manage and invest, all
moneys and securities of the Company, and shall have such powers and duties as
generally pertain to the office of Treasurer.
To the extent not invested, the Treasurer shall deposit all moneys in
such banks or other places of deposit as the Board of Directors may from time
to time designate or as may be designated by any officer or officers of the
Company so authorized by resolution of the Board of Directors. Unless otherwise
provided by the Board of Directors, all checks, drafts, notes and other orders
for the payment of money from a disbursing account shall be signed by the
Treasurer or such person or persons as may be designated by name by the
Treasurer in writing. The Treasurer's signature and, if authorized by the
Treasurer in writing, the signature of such person or persons as may be
designated by the Treasurer as provided above, to a check, draft, note or other
order for the payment of money from a disbursing account may be by facsimile or
other means. Procedures for withdrawal of moneys from accounts other than
disbursing accounts shall be established from time to time by the Treasurer.
The Treasurer shall have such other powers and perform such other
duties as may be assigned by the Board of Directors. The Chief Financial
Officer of the Company shall have all of the powers granted to the Treasurer
under these By-laws, including the power to sign any check, draft, note or
other order for the payment of money from a disbursing account, including by
facsimile signature or other means.
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ARTICLE X.
Assistant Secretary, Assistant Treasurer and Other Officers
In the event of the absence or inability to serve of the Secretary, an
assistant secretary shall perform all the duties of the Secretary; and in the
event of the absence or inability to serve of the Treasurer, an assistant
treasurer shall perform all the duties of the Treasurer.
The powers and duties of other officers of the Company shall be such as
may, from time to time, be prescribed by the Board of Directors, the Chairman
of the Board, the President or the Chief Executive Officer.
In case of the absence of any officer of the Company, or for any other
reason that the Board of Directors may deem sufficient, the Board, or in the
absence of action by the Board, the Chief Executive Officer, or in his absence,
the President, or in his absence, the Chairman of the Board, may delegate for
the time being the powers and duties of any officer to any other officer or to
any director.
ARTICLE XI.
Corporate Seal
The Company shall have a corporate seal, which shall contain within a
circle the name of the Company, together with the following: "Incorporated
1872".
ARTICLE XII.
Certificates of Stock
The shares of stock of the Company shall be represented by certificates
of stock, signed by the President or one of the Vice Presidents or other
officer designated by the Board of
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<PAGE> 18
Directors, countersigned by the Treasurer or an assistant treasurer and sealed
with the corporate seal of the Company; and if such certificates of stock are
signed or countersigned by a corporate transfer agent or a corporate registrar
of this Company, such signature of the President, Vice President or other
officer, such counter-signature of the Treasurer or assistant treasurer, and
such seal, or any of them, may be executed in facsimile, engraved or printed.
ARTICLE XIII.
Transfers of Stock
Transfers of shares of stock of the Company shall be made on the books
of the Company by the holder of record thereof or his legal representative,
acting by his attorney-in-fact duly authorized by written power of attorney
filed with the Secretary of the Company, or with one of its transfer agents,
and on surrender for cancellation of the certificate or certificates for such
shares. Except as otherwise provided in these By-laws, the person in whose name
shares of stock stand on the books of the Company shall be deemed the owner
thereof for all purposes as regards the Company. The Company may have one or
more transfer offices of agencies and registrars for the transfer and
registration of shares of stock of the Company.
The Board of Directors may fix in advance a time, which shall not be
more than ninety days prior to the date of any meeting of shareholders, or the
date for the payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date, for the determination
of the shareholders entitled to notice of, or to vote at, any such meeting, or
entitled to receive payment of any such dividend or distribution, or to receive
any such
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<PAGE> 19
allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of shares; and in such case only shareholders of
record at the time so fixed as a record date shall be entitled to notice of, or
to vote at, such meeting or to vote at any adjournment thereof, or to receive
payment of such dividend or distribution, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of stock on the books of the Company after any such record date fixed
as aforesaid.
ARTICLE XIV.
Rights
Those rights having the terms provided under the Rights Agreement
between Westinghouse Electric Corporation and First Chicago Trust Company of
New York (the "Rights Agent") dated as of December 28, 1995, as it may be
amended from time to time (the "Rights" and the Rights Agreement") and issued
to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates
(as such terms are defined in the Rights Agreement) shall, under certain
circumstances as provided in the Rights Agreement, be null and void and may not
be transferred to any person.
ARTICLE XV.
Fiscal Year
The fiscal year of the Company shall be the calendar year.
ARTICLE XVI.
Employees' Stock Purchases and Stock Option Plans
Shares of Common Stock of the Company may be reserved, from time to
time, by the Board of Directors for offering for sale, pursuant to one or more
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plans, to employees, including assistant officers, of the Company and to
employees, including officers, of its subsidiaries, on an installment payment
basis, either by deductions from pay or by direct cash payments, or otherwise.
Shares so reserved may be offered for sale, from time to time, pursuant to such
plan or plans, but may be issued only after completion of payment therefor.
Except for shares acquired pursuant to a plan for the deferral of director
fees, directors, other than employee directors, will not be eligible to
purchase shares hereunder.
The Board of Directors may determine, with respect to any plan, the
class or classes of employees eligible to participate therein, the number of
shares to be offered, the number of shares which the respective employees may
elect to purchase (which may, but need not, be fixed in proportion to their
compensation) and the price at which the shares will be offered for sale. The
price so determined by the Board (i) may be a fixed price, or (ii) may be a
price determined by the average market price of the shares for a designated
period or periods, or (iii) may be a price less than such average market price
by a fixed amount or a specified percentage thereof. In any event, the price
determined by the Board shall not be less than the par value of the shares.
Each such plan shall set forth the terms and conditions upon which an
employee may elect to purchase shares thereunder, upon which any such election
may be cancelled by the employee or terminated by the Company, and upon which
funds credited to the employee's account shall be refunded to him or applied to
the purchase of shares.
Subject to the foregoing, the Board of Directors may prescribe the
terms and conditions of each plan.
Shares of Common Stock of the Company may also be reserved, from time
to time, by the Board of Directors for sale upon the exercise of options
granted pursuant to one or more
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plans to officers and other employees of the Company and its subsidiaries, but
not including any director who is not also such an officer or employee. Any
such plan shall be administered by a committee consisting of three or more
members of the Board of Directors who are not eligible to receive options under
the plan. The members of any such comMittee shall be appointed by the Board of
Directors and shall have plenary authority to determine the individuals to whom
and the time or times at which options shall be granted; to determine the
number of shares to be subject to each option; to determine the duration of
such options; to determine the purchase price of the Common Stock under any
such option, which may be less than the fair market value of the stock at the
time of the granting of the option and which, upon the exercise of any option,
shall be paid in full with respect to the shares then purchased under such
option; to determine the terms and provisions of the respective option
agreements, which need not be identical, and which may include such terms and
provisions as shall be necessary or desirable under tax law and to make such
other determinations as shall be deemed to be necessary or advisable for the
administration of such plan. Any such plan shall contain such other terms and
conditions as the Board of Directors may prescribe.
ARTICLE XVII.
Indemnification
A. Indemnification Provisions Applicable to Proceedings Not Covered by
Section B. of this Article.
Every person who is or was a director, officer or employee of the
Company, or of any other corporation which he serves or served as such at the
request of the Company, shall, in accordance with this Article XVII but not if
prohibited by law, be indemnified by the Company as hereinafter provided
against reasonable expense and any liability paid or
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incurred by him in connection with or resulting from any threatened or actual
claim, action, suit or proceeding (whether brought by or in the right of the
Company or such other corporation or otherwise), civil, criminal administrative
or investigative, in which he may be involved, as a party or otherwise, by
reason of his being or having been a director, officer or employee of the
Company or such other corporation, whether or not he continues to be such at
the time such expense or liability shall have been paid or incurred.
As used in this Article XVII, the term "expense" shall mean counsel
fees and disbursements and all other expenses (except any liability) relating
to any such claim, action, suit or proceeding, and the term "liability" shall
mean amounts of judgments, fines or penalties against, and amounts paid in
settlement by, a director, officer or employee with respect to any such claim,
action, suit or proceeding.
Any person referred to in the first paragraph of this Article XVII who
has been wholly successful, on the merits or otherwise, with respect to any
claim, action, suit or proceeding of the character described in such first
paragraph shall be reimbursed by the Company for his reasonable expense.
Any other person claiming indemnification under the first paragraph of
this Article XVII shall be reimbursed by the Company for his reasonable expense
and for any liability (other than any amount paid to the Company) if a Referee
shall deliver to the Company his written finding that such person acted, in
good faith, in what he reasonably believed to be the best interests of the
Company, and in addition with respect to any criminal action or proceeding,
reasonably believed that his conduct was lawful. The termination of any claim,
action, suit or proceeding by judgment, settlement (whether with or without
court approval), adverse decision or conviction after trial or upon a plea of
guilty or of nolo contendere, or its equivalent, shall not create a presumption
that a director, officer or employee did not meet
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the foregoing standards of conduct. The person claiming indemnification shall
at the request of the Referee appear before him and answer questions which the
Referee deems relevant and shall be given ample opportunity to present to the
Referee evidence upon which he relies for indemnification; and the Company
shall, at the request of the Referee, make available to the Referee facts,
opinions or other evidence in any way relevant for his finding which are within
the possession or control of the Company. As used in this Article XVII, the
term "Referee" shall mean independent legal counsel (who may be regular counsel
of the Company), or other disinterested person or persons, selected to act as
such hereunder by the Board of Directors of the Company, whether or not a
disinterested quorum exists.
Any expense incurred with respect to any claim, action, suit or
proceeding of the character described in the first paragraph of this Article
XVII may be advanced by the Company prior to the final disposition thereof upon
receipt of an undertaking made by or on behalf of the recipient to repay such
amount if it is ultimately determined that he is not indemnified under this
Article XVII.
The rights of indemnification provided in this Article XVII shall be in
addition to any rights to which any such director, officer or employee may
otherwise be entitled by contract or as a matter of law and, in the event of
such person's death, such rights shall extend to his heirs and legal
representatives.
B. Indemnification Provisions Applicable to Proceedings Based on Acts
or Omissions on or after January 27, 1987.
SECTION 1. Right to Indemnification and Effect of Amendments.
(a) Right to Indemnification. The Company, unless prohibited by
applicable law, shall indemnify any person who is or was a director or officer
of the Company and who is or was involved in any manner (including, without
limitation, as a party or a witness) or is
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threatened to be made so involved in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative (a Proceeding) (whether or not the
indemnified liability arises or arose from any threatened, pending or completed
Proceeding by or in the right of the Company) by reason of the fact that such
person is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) (a Covered Entity)
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such Proceeding; provided, however, that except as provided in
Section 4(c) of this Article, the foregoing shall not apply to a director or
officer of the Company with respect to a Proceeding that was commenced by such
director or officer. Any director or officer of the Company entitled to
indemnification as provided in this Section 1, is hereinafter called an
"Indemnitee". Any right of an Indemnitee to indemnification shall be a contract
right and shall include the right to receive, prior to the conclusion of any
Proceeding, payment of any expenses incurred by the Indemnitee in connection
with such Proceeding, consistent with the provisions of applicable law as then
in effect and the other provisions of this Article.
(b) Effect of Amendments. Neither the alteration, amendment or repeal
of, nor the adoption of a provision inconsistent with, any provision of this
Article (including, without limitation, this Section 1(b)) shall adversely
affect the rights of any director or officer under this Article with respect to
any Proceeding commenced or threatened, or any alleged act or omission, prior
to such alteration, amendment, repeal or adoption of an inconsistent provision,
without the written consent of such director or officer.
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<PAGE> 25
SECTION 2. Insurance; Contracts and Funding. The Company may purchase
and maintain insurance to protect itself and any indemnified person against any
expenses, judgments, fines and amounts paid in settlement as specified in
Section 1 or Section 5 of this Article or incurred by any indemnified person in
connection with any Proceeding referred to in such Sections, to the fullest
extent permitted by applicable law as then in effect. The Company may enter
into contracts with any director, officer, employee or agent of the Company or
of any Covered Entity in furtherance of the provisions of this Article and may
create a trust fund, grant a security interest or use other means (including,
without limitation, a letter of credit) to insure the payment of such amounts
as may be necessary to effect indemnification as provided in this Article.
SECTION 3. Indemnification and Not Exclusive Right. The right of
indemnification provided in this Article shall not be exclusive of any other
rights to which any indemnified person may otherwise be entitled, and the
provisions of this Article shall inure to the benefit of the heirs and legal
representatives of any indemnified person under this Article and shall be
applicable to Proceedings arising from acts or omissions occurring on or after
January 27, 1987.
SECTION 4. Advancement of Expenses; Request for Indemnification;
Remedies; Presumptions and Defenses. In furtherance, but not in limitation of
the foregoing provisions, the following procedures, presumptions and remedies
shall apply with respect to advancement of expenses and the right to
indemnification under this Article:
(a) Advancement of Expenses. All reasonable expenses incurred
by or on behalf of the Indemnitee in connection with any Proceeding (including
any Proceeding commenced by the Indemnitee under Section 4(c) but excluding any
other Proceeding commenced by the Indemnitee) shall be advanced to the
Indemnitee by the Company within
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<PAGE> 26
20 days after the receipt by the Company of a statement or statements
from the Indemnitee requesting such advance or advances from time to time,
whether prior to or after final disposition of such Proceeding. Such statement
or statements shall reasonably evidence the expenses incurred by the Indemnitee
and, if required by law at the time of such advance, shall include or be
accompanied by an undertaking by or on behalf of the Indemnitee to repay the
amounts advanced if it should ultimately be determined that the Indemnitee is
not entitled to be indemnified against such expenses pursuant to this Article.
(b) Request for Indemnification. To obtain indemnification
under this Article, an Indemnitee shall submit to the Secretary of the Company
a written request, including such documentation and information as is
reasonably available to the Indemnitee and reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification (the
Supporting Documentation).
(c) Remedies; Presumptions and Defenses. If (i) expenses are
not advanced in full within 20 days after receipt by the Company of the
statement or statements and the undertaking (if an undertaking is required by
law, By-law, agreement or otherwise at the time of such advance) required by
Section 4(a) of this Article, or (ii) indemnification is not paid in full
within 60 days after receipt by the Company of the written request for
indemnification and Supporting Documentation required by Section 4(b) of this
Article, then the person claiming advancement of expenses or indemnification
shall be entitled to seek judicial enforcement of the Company's obligation to
pay such advancement of expenses or indemnification. It shall be a defense to
any Proceeding seeking judicial enforcement of the Company's obligation to pay
indemnification that the conduct of the person claiming indemnification was
such that under Pennsylvania law the Company is prohibited from indemnifying
such person for the amount claimed. The Company shall have the burden of
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proving such defense. Neither the failure of the Company (including its Board
of Directors, independent legal counsel and its shareholders) to have made a
determination prior to the commencement of such Proceeding that indemnification
is proper in the circumstances, nor an actual determination by the Company
(including its Board of Directors, independent legal counsel or its
shareholders) that such indemnification is prohibited by law, shall be a
defense to a Proceeding seeking enforcement of the provisions of this Article
or create a presumption that such indemnification is prohibited by law. The
only defense to any such Proceeding to receive payment of expenses in advance
shall be failure to make an undertaking to reimburse, if such an undertaking is
required by law, By-law, agreement or otherwise. Notwithstanding the foregoing,
the Company may bring an action, in an appropriate court in the Commonwealth of
Pennsylvania or any other court of competent jurisdiction, contesting the right
of a person claiming advancement of expenses or indemnification to receive such
advancement or indemnification hereunder because such advancement or
indemnification is prohibited by law; provided, however, that in any such
action the Company shall have the burden of proving that such advancement or
indemnification is prohibited by law.
The Company shall be precluded from asserting in any action or
Proceeding commenced pursuant to this Section 4(c) that the procedure and
presumptions of this Article are not valid, binding and enforceable and shall
stipulate in any such court that the Company is bound by all the provisions of
this Article.
If the person claiming advancement of expenses or indemnification,
pursuant to this Section 4(c), seeks to enforce his rights under, or to recover
damages for breach of this Article, that person shall be entitled to recover
from the Company, and shall be indemnified by the Company against, any expenses
actually and reasonably incurred by such person if such person prevails in such
Proceeding. If it shall be determined in such Proceeding that
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such person is entitled to receive part but not all of the indemnification or
advancement of expenses sought, the expenses incurred by such person in
connection with such Proceeding shall be prorated accordingly.
SECTION 5. Indemnification of Employees and Agents. Notwithstanding any
other provision or provisions of this Article, the Company, unless prohibited
by applicable law, may indemnify any person other than a director or officer of
the Company who is or was an employee or agent of the Company and who is or was
involved in any manner (including, without limitation, as a party or a witness)
or is threatened to be made so involved in any threatened, pending or completed
Proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of a Covered Entity against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such Proceeding. The
Company may also advance expenses incurred by such employee or agent in
connection with any such Proceeding, consistent with the provisions of
applicable law as then in effect.
SECTION 6. Severability. If any provision or provisions of this Article
shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Article (including, without limitation, all portions of any
Section of this Article containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Article (including, without
limitation, all portions of any Section of this Article containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.
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ARTICLE XVIII.
Director Liability
To the fullest extent that the law of the Commonwealth of Pennsylvania,
as it exists on January 27, 1987, or as it may thereafter be amended, permits
the elimination of the liability of directors, no director of the Company shall
be liable for monetary damages for any action taken, or any failure to take any
action. This Article shall not apply to any breach of performance of duty or
any failure of performance of duty by any director occurring prior to January
27, 1987. No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any director of the Company for
or with respect to any act or failure to act on the part of such director
occurring prior to such amendment or repeal.
ARTICLE XIX.
Pennsylvania Opt Out
A. "Subsections (e) through (g) of Section 1721, "Board of Directors,"
of Title 15 of the Pennsylvania Consolidated Statutes, or any successor
subsections thereto, shall not be applicable to the Company.
B. Subchapter G, "Control-Share Acquisitions," of Chapter 25, Title 15
of the Pennsylvania Consolidated Statutes, or any successor subchapter thereto,
shall not be applicable to the Company.
C. Subchapter H, "Disgorgement By Certain Controlling Shareholders
Following Attempts to Acquire Control," of Chapter 25, Title 15 of the
Pennsylvania Consolidated Statutes, or any successor subchapter thereto, shall
not be applicable to the Company."
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ARTICLE XX.
Amendments
The By-laws of the Company, regardless of whether adopted by the
shareholders or by the Board of Directors, may be altered, amended or repealed
by the Board of Directors, to the extent permitted by applicable law, or,
subject to the third paragraph of Article I hereof, by the shareholders. Such
action at a meeting of the Board of Directors shall be taken by the affirmative
vote of a majority of the members of the Board of Directors in office at the
time; and such action by the shareholders shall be taken by the affirmative
vote of the holders of 80% of the shares of capital stock of the Company
entitled to vote thereon.
These By-laws are subject to any requirements of law, any provisions
of the Articles of the Company, as from time to time amended, and any terms of
any series of preferred stock or any other securities of the Company.
ARTICLE XXI.
Confidentiality in Voting
Shareholders shall be provided permanent confidentiality in all
voting, except as necessary to meet applicable legal requirements. The Company
shall engage the services of an independent third party to receive, inspect,
count and tabulate proxies. A representative of the independent third party
shall also act as a judge of election at the annual meeting of shareholders.
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<PAGE> 1
Exhibits 5 and 23.1
September 24, 1996
Westinghouse Electric Corporation
11 Stanwix Street
Pittsburgh, PA 15222
Re: Westinghouse Electric Corporation
Common Stock, $1.00 par value
5,000,000 shares
1991 Long-Term Incentive Plan, as amended (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
5,000,000 shares of the Common Stock, par value $1.00 per share (the "Common
Stock") of Westinghouse Electric Corporation (the "Company").
I have examined and am familiar with the Restated Articles and the By-laws,
both as amended, of the Company, a Pennsylvania corporation. I am of the
opinion that the Company is a duly organized and validly existing corporation
under the laws of the Commonwealth of Pennsylvania.
I am further of the opinion that the corporate proceedings to authorize the
issuance of 5,000,000 shares of Common Stock for use under the Plan have been
duly taken in accordance with the applicable law, and that said 5,000,000 shares
of Common Stock have been duly authorized for issuance.
In addition, I am of the opinion that the 5,000,000 shares reserved, when
issued 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
-----------------------------
Angeline C. Straka
Vice President, Secretary and
Associate General Counsel
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Westinghouse Electric Corporation of our report dated
February 12, 1996 except for the restatement discussed in Note 23, for which
the date is March 31, 1996, which is included in its Form 8-K dated September
19, 1996.
/s/ Price Waterhouse LLP
- --------------------------
Price Waterhouse LLP
600 Grant Street
Pittsburgh, Pennsylvania 15219-9954
September 23, 1996
<PAGE> 1
Exhibit 24
1991 LONG-TERM INCENTIVE PLAN
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 five million (5,000,000)
shares of common stock, par value $1.00 per share, of the Corporation, in
connection with the Corporation's 1991 Long-Term Incentive Plan, as amended,
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 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 22nd day of April, 1996.
/s/ Michael H. Jordan
---------------------
<PAGE> 2
1991 LONG-TERM INCENTIVE PLAN
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 five million (5,000,000)
shares of common stock, par value $1.00 per share, of the Corporation, in
connection with the Corporation's 1991 Long-Term Incentive Plan, as amended,
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 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 30th day of April, 1996.
/s/ Gary M. Clark
-----------------
<PAGE> 3
1991 LONG-TERM INCENTIVE PLAN
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 five million (5,000,000)
shares of common stock, par value $1.00 per share, of the Corporation, in
connection with the Corporation's 1991 Long-Term Incentive Plan, as amended,
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 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 23rd day of April, 1996.
/s/ Frank C. Carlucci
----------------------
<PAGE> 4
1991 LONG-TERM INCENTIVE PLAN
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 five million (5,000,000)
shares of common stock, par value $1.00 per share, of the Corporation, in
connection with the Corporation's 1991 Long-Term Incentive Plan, as amended,
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 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 18th day of April, 1996.
/s/ R. E. Cawthorn
------------------
<PAGE> 5
1991 LONG-TERM INCENTIVE PLAN
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 five million (5,000,000)
shares of common stock, par value $1.00 per share, of the Corporation, in
connection with the Corporation's 1991 Long-Term Incentive Plan, as amended,
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 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 22nd day of April, 1996.
/s/ George H. Conrades
----------------------
<PAGE> 6
1991 LONG-TERM INCENTIVE PLAN
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 five million (5,000,000)
shares of common stock, par value $1.00 per share, of the Corporation, in
connection with the Corporation's 1991 Long-Term Incentive Plan, as amended,
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 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 30th day of April, 1996.
/s/ William H. Gray III
------------------------
<PAGE> 7
1991 LONG-TERM INCENTIVE PLAN
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 five million (5,000,000)
shares of common stock, par value $1.00 per share, of the Corporation, in
connection with the Corporation's 1991 Long-Term Incentive Plan, as amended,
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 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 21st day of April, 1996.
/s/ David K. P. Li
------------------
<PAGE> 8
1991 LONG-TERM INCENTIVE PLAN
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 five million (5,000,000)
shares of common stock, par value $1.00 per share, of the Corporation, in
connection with the Corporation's 1991 Long-Term Incentive Plan, as amended,
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 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 19th day of April, 1996.
/s/ David T. McLaughlin
-----------------------
<PAGE> 9
1991 LONG-TERM INCENTIVE PLAN
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 five million (5,000,000)
shares of common stock, par value $1.00 per share, of the Corporation, in
connection with the Corporation's 1991 Long-Term Incentive Plan, as amended,
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 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 19th day of April, 1996.
/s/ Richard R. Pivirotto
------------------------
<PAGE> 10
1991 LONG-TERM INCENTIVE PLAN
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 five million (5,000,000)
shares of common stock, par value $1.00 per share, of the Corporation, in
connection with the Corporation's 1991 Long-Term Incentive Plan, as amended,
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 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 21st day of April, 1996.
/s/ Paula Stern
---------------
<PAGE> 11
1991 LONG-TERM INCENTIVE PLAN
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 five million (5,000,000)
shares of common stock, par value $1.00 per share, of the Corporation, in
connection with the Corporation's 1991 Long-Term Incentive Plan, as amended,
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 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 April, 1996.
/s/ R. D. Walter
----------------
