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As filed with the Securities and Exchange Commission on January 6, 1997
Registration Statement No. 33-51445
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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, Gateway Center
Pittsburgh, Pennsylvania 15222
(Address of Registrant's principal executive offices, including zip code)
Westinghouse Savings Program
Westinghouse Employee Stock Plan
CBS Employee Investment Fund
(Full title of the plan)
ANGELINE C. STRAKA, ESQ.
Vice President, Secretary and Associate General Counsel
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)
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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 offering price fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock,
par value N/A N/A N/A N/A
$1.00 per
share . . . . . . .
</TABLE>
In addition, pursuant to rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
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INTRODUCTORY STATEMENT
This Form S-8 amends that registration statement on Form S-8 filed on
December 14, 1993 (Registration No. 33-51445) relating to the Westinghouse
Employee Stock Plan, Westinghouse Personal Savings Plan and Westinghouse
Personal Investment Plan.
The purpose of the present filing is to amend the titles of the plans
under which registered securities are to be issued. The Westinghouse Personal
Savings Plan and the Westinghouse Personal Investment Plan have been combined
into one plan and is now known as the Westinghouse Savings Program. In
addition, the title of the plans will include the CBS Employee Investment Fund.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, each as filed by Westinghouse 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, June 30, 1996 and September 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, August 6, 1996, September 19, 1996,
November 4, 1996, November 13, 1996 and December 31, 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 Section
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
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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
The validity of the Westinghouse Common Stock being offered hereby has
been passed upon by Angeline C. Straka, Vice President, Secretary and
Associate General Counsel of Westinghouse.
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 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
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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 to 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 herein, 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 of 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
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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 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
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Restated Articles of Incorporation of the Company
as amended to December 13, 1996 (incorporated by
reference to Exhibit 4.1 to Form S-8 filed
on January 2, 1997).
4.2 By-laws of the Company, as amended to
September 25, 1996 (incorporated by reference to
Exhibit 4.2 to the Company's Registration
Statement on Form S-4 filed October 22, 1996).
4.3 Rights Agreement (incorporated by reference to
Exhibit 1 to Form 8-K filed on January 9, 1996).
</TABLE>
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<TABLE>
<S> <C>
*5.1 Opinion of Angeline C. Straka, Vice President,
Secretary and Associate General Counsel, as to the
legality of the securities being registered.
*5.2 Opinion of Vernon J. Carpenter, Esquire Associate
General Tax Counsel of the Company as to the
qualification of the Westinghouse Savings Program under
Section 401 of the Internal Revenue Code of 1986, as amended.
*23.1 Consent of Counsel -- contained in opinion filed as
Exhibit 5.1.
*23.2 Consent of Counsel -- contained in opinion filed as Exhibit 5.2.
23.3 Consent of Price Waterhouse LLP.
*24 Powers of Attorney.
</TABLE>
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offer thereof.
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(d) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Ex
--------------------
* Previously filed.
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change Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof:
(e) insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provi-
sions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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 6th day of
January, 1997.
Westinghouse Electric Corporation
By: /s/ GARY M. CLARK
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Gary M. Clark
Vice Chairman and President
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the
6th day of January, 1997, in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
<S> <C>
* Chairman and Chief Executive
------------------------- Officer (principal executive
(Michael H. Jordan) officer) and Director
/s/ GARY M. CLARK Vice Chairman and President
------------------------- and Director
(Gary M. Clark)
*
------------------------- Director
(Frank C. Carlucci)
*
------------------------- Director
(William H. Gray)
*
------------------------- Director
(David T. McLaughlin)
*
------------------------- Director
(Richard R. Pivirotto)
*
------------------------- Director
(Paula Stern)
/s/ FREDERIC G. REYNOLDS Executive Vice President
------------------------- and Chief Financial Officer
(Frederic G. Reynolds) (principal financial officer)
/s/ CAROL V. SAVAGE Vice President and Chief
------------------------- Accounting Officer
(Carol V. Savage) (principal accounting officer)
</TABLE>
*By: /s/ GARY M. CLARK
------------------------
Gary M. Clark
Attorney-in-Fact
* Power of Attorney previously filed.
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Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post Effective
Amendment No. 1 to the Registration Statement on Form S-8 (No. 33-51445) 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 the Form 8-K dated September 19, 1996.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
600 Grant Street
Pittsburgh, Pennsylvania 15219-9954
January 6, 1997
