<PAGE> 1
As filed with the Securities and Exchange Commission on June 14, 1996
REGISTRATION STATEMENT NO. 2-83376
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
WESTINGHOUSE ELECTRIC CORPORATION
(Exact name of Registrant as specified in charter)
Pennsylvania 25-0877540
(State of incorporation) (I.R.S. Employer Identification No.)
Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222
(412) 244-2000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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-8 (REGISTRATION NO. 2-83376) FILED BY WESTINGHOUSE ELECTRIC CORPORATION (THE
"COMPANY") WITH RESPECT TO THE COMPANY'S 1979 STOCK OPTION PLAN (THE "PLAN") BY
DEREGISTERING, FOR THE REASONS SET FORTH HEREIN, 189,800* OF THE 1,000,000
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 1,000,000 189,800*
- --------------------------------------------------------------------------------
<PAGE> 2
EXPIRATION OF PLAN
There has been no activity under this Plan since November 30, 1993. As of
November 30, 1993, 189,800* shares of Common Stock were not issued under the
Plan.
DEREGISTRATION
The Company hereby deregisters the 189,800* shares of Common Stock registered
under the Registration Statement which were not issued under the Plan.
EXHIBITS
Exhibit No. Description
- ----------- -----------
24 Powers of Attorney
*Not adjusted for stock splits or dividends subsequent to November 30, 1993.
<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
(Registrant)
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
1979 STOCK OPTION PLAN
----------------------
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. 2-83376 on Form S-8 (the
"Amendment") for the deregistration under said Act of 189,800 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's 1979 Stock Option Plan, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Amendment and any and all amendments thereto, and to file said
Amendment and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 23rd day of April, 1996.
/s/ Frank C. Carlucci
---------------------
<PAGE> 2
1979 STOCK OPTION PLAN
----------------------
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. 2-83376 on Form S-8 (the
"Amendment") for the deregistration under said Act of 189,800 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's 1979 Stock Option Plan, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Amendment and any and all amendments thereto, and to file said
Amendment and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 18th day of April, 1996.
/s/ Robert E. Cawthorn
----------------------
<PAGE> 3
1979 STOCK OPTION PLAN
----------------------
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. 2-83376 on Form S-8 (the
"Amendment") for the deregistration under said Act of 189,800 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's 1979 Stock Option Plan, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Amendment and any and all amendments thereto, and to file said
Amendment and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 23rd day of April, 1996.
/s/ Gary M. Clark
-----------------
<PAGE> 4
1979 STOCK OPTION PLAN
----------------------
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. 2-83376 on Form S-8 (the
"Amendment") for the deregistration under said Act of 189,800 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's 1979 Stock Option Plan, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Amendment and any and all amendments thereto, and to file said
Amendment and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 22nd day of April, 1996.
/s/ George H. Conrades
----------------------
<PAGE> 5
1979 STOCK OPTION PLAN
----------------------
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. 2-83376 on Form S-8 (the
"Amendment") for the deregistration under said Act of 189,800 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's 1979 Stock Option Plan, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Amendment and any and all amendments thereto, and to file said
Amendment and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 23rd day of April, 1996.
/s/ William H. Gray III
-----------------------
<PAGE> 6
1979 STOCK OPTION PLAN
----------------------
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. 2-83376 on Form S-8 (the
"Amendment") for the deregistration under said Act of 189,800 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's 1979 Stock Option Plan, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Amendment and any and all amendments thereto, and to file said
Amendment and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 22nd day of April, 1996.
/s/ Michael H. Jordan
---------------------
<PAGE> 7
1979 STOCK OPTION PLAN
----------------------
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. 2-83376 on Form S-8 (the
"Amendment") for the deregistration under said Act of 189,800 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's 1979 Stock Option Plan, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Amendment and any and all amendments thereto, and to file said
Amendment and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 21st day of April, 1996.
/s/ David K.P. Li
-----------------
<PAGE> 8
1979 STOCK OPTION PLAN
----------------------
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. 2-83376 on Form S-8 (the
"Amendment") for the deregistration under said Act of 189,800 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's 1979 Stock Option Plan, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Amendment and any and all amendments thereto, and to file said
Amendment and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 19th day of April, 1996.
/s/ David T. McLaughlin
-----------------------
<PAGE> 9
1979 STOCK OPTION PLAN
----------------------
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. 2-83376 on Form S-8 (the
"Amendment") for the deregistration under said Act of 189,800 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's 1979 Stock Option Plan, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Amendment and any and all amendments thereto, and to file said
Amendment and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 19th day of April, 1996.
/s/ Richard R. Pivirotto
------------------------
<PAGE> 10
1979 STOCK OPTION PLAN
----------------------
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. 2-83376 on Form S-8 (the
"Amendment") for the deregistration under said Act of 189,800 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's 1979 Stock Option Plan, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Amendment and any and all amendments thereto, and to file said
Amendment and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 21st day of April, 1996.
/s/ Paula Stern
---------------
<PAGE> 11
1979 STOCK OPTION PLAN
----------------------
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. 2-83376 on Form S-8 (the
"Amendment") for the deregistration under said Act of 189,800 shares of common
stock, par value $1.00 per share, of the Corporation in connection with the
Corporation's 1979 Stock Option Plan, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Amendment and any and all amendments thereto, and to file said
Amendment and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 26th day of April, 1996.
/s/ Robert D. Walter
--------------------
