<PAGE> 1
As filed with the Securities and Exchange Commission on June 26, 1997
Registration Statement No. 333-
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 Savings Program
Westinghouse Employee Stock Plan
CBS Employee Investment Fund
--------------------------------
(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(1) per share(2) offering price fee
- ---------- ------------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common
Stock,
par value
$1.00 per
share. . . 15,000,000 22.375 335,625,000 101,694.38
Preferred
Stock
Purchase
Rights . . 15,000,000 (3) (3) (3)
</TABLE>
<PAGE> 2
(1) 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.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, based upon the high and low prices per share of the
Registrant's Common Stock as reported on the New York Stock Exchange
on June 23, 1997.
(3) 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.
-2-
<PAGE> 3
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 registers 15,000,000
additional shares of common stock of Westinghouse Electric Corporation
("Westinghouse"), par value $1.00 per share (the "Common Stock") for issuance
pursuant to the Westinghouse Savings Program, the Westinghouse Employee Stock
Plan and the CBS Employee Investment Fund (the "Plans"). The contents of an
earlier Registration Statement on Form S-8, Registration No. 33-51445, relating
to the Plans, as filed with the Securities and Exchange Commission on December
14, 1993 and as amended on January 6, 1997, are hereby incorporated by
reference.
-3-
<PAGE> 4
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, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997.
(c) The Company's Current Reports on Form 8-K reporting events on
December 31, 1997, February 10, 1997, February 11, 1997, April 25, 1997, May 1,
1997, May 23, 1997, May 28, 1997, May 30, 1997, and June 18, 1997.
(d) 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 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. Ms. Straka is an employee of Westinghouse and
a participant in the Plans.
Vernon J. Carpenter, Associate General Tax Counsel of Westinghouse has
provided an opinion regarding the Plans' compliance with ERISA. Mr. Carpenter
is an employee of Westinghouse and a participant in the Plans.
Item 8. Exhibits
Exhibit No. Description
---------- -----------
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-A filed on January 9, 1996).
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
-4-
<PAGE> 5
Westinghouse Savings Program and CBS Employee Investment Plan
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 KPMG Peat Marwick LLP.
23.4 Consent of Price Waterhouse LLP.
24 Powers of Attorney.
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 26th day of June, 1997.
Westinghouse Electric Corporation
By: /s/ LOUIS J. BRISKMAN
---------------------
Louis J. Briskman
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 26th day
of June, 1997, in the capacities indicated:
Signature Title
*
- --------------------------------- Director
(Robert E. Cawthorn)
* President and Director
- ---------------------------------
(Gary M. Clark)
*
- --------------------------------- Director
(George H. Conrades)
* Chairman and Chief Executive Officer
- --------------------------------- (principal executive officer)
(Michael H. Jordan) and Director
*
- --------------------------------- Director
(David K.P. Li)
-5-
<PAGE> 6
*
- --------------------------------- Director
(David T. McLaughlin)
*
- --------------------------------- Director
(Richard R. Pivirotto)
*
- --------------------------------- Director
(Raymond W. Smith)
* Executive Vice President and Chief
- --------------------------------- Financial Officer
(Fredric G. Reynolds) (principal financial officer)
* Vice President and Chief
- --------------------------------- Accounting Officer
(Carol V. Savage) (principal accounting officer)
*By /s/ LOUIS J. BRISKMAN
---------------------
Louis J. Briskman
Attorney-In-Fact
-6-
<PAGE> 1
Exhibit 5.1 and 23.1
June 26, 1997
Re: Westinghouse Electric Corporation
Common Stock $1.00 per value
15,000,000 shares
Westinghouse Savings Program, Westinghouse Employee Stock Plan and
CBS Employee Investment Fund (the "Plans")
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 15,000,000 shares of the Common Stock, per 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 Company's proceedings to
authorize the issuance of 15,000,000 shares of Common Stock for use under the
Plans have been duly taken in accordance with the applicable law, and that said
15,000,000 shares of Common Stock have been duly authorized for issuance.
In addition, I am of the opinion that the 15,000,000 shares reserved,
when issued as provided in the Plans and the corporate proceedings related
thereto, will be legally issued, fully paid and non-assessable.
I know that I am referred to in the Registration Statement relating to
the Common Stock. I hereby consent to such use of my name in such Registration
Statement and to the use of this opinion for filing as Exhibit 5.1 to such
Registration Statement.
Very truly yours,
/s/ ANGELINE C. STRAKA
----------------------------
Angeline C. Straka
Vice President, Secretary and
Associate General Counsel
<PAGE> 1
Exhibit 5.2 and Exhibit 23.2
June 26, 1997
Westinghouse Electric Corporation
11 Stanwix Street
Pittsburgh, PA 15222
Gentlemen:
Re: Westinghouse Electric Corporation Savings Program and
CBS Employee Investment Plan
- --------------------------------------------------------------------------------
As Tax Counsel for Westinghouse Electric Corporation, I advise you as
follows in connection with the Westinghouse Electric Corporation Savings
Program and CBS Employee Investment Fund:
(1) By letter dated May 12, 1986, the Internal Revenue Service (IRS)
determined that the Westinghouse Personal Savings and Investment
Plans, now known as the Westinghouse Savings Program, (Plan)
as amended through May 21, 1986, met the qualification
requirements of Section 401 (a) of the Internal Revenue Code
of 1986, as amended (Code).
(2) Westinghouse has requested that the IRS determine that the Plan,
as amended subsequent to the May 12, 1986 IRS determination
letter, remains in compliance with section 401(a) of the Code.
The IRS has not responded to this request.
(3) The Plan as subsequently amended since the May 12, 1986 IRS
determination letter, remains in substantial compliance with the
requirements of Section 401 (a) of the Code. The IRS may,
however, require technical or other changes to the Plan as a
condition for issuing a determination that the Plan as amended,
continues to meet the requirements for qualification under the
Code. Assuming that Westinghouse Electric Corporation approves
such changes in a timely manner, the Plan as so amended will
continue to meet the requirements for qualification under the
Code.
(4) By letter dated May 13, 1997, the IRS determined that the CBS
Employee Investment Fund, met the qualification requirements of
Section 401(a) of the Code.
I know that I as referred to under the heading "Legal Opinion" in the
Prospectus forming a part of the Registration Statement on Form S-8 relating to
Westinghouse Common Stock. I hereby consent to such use of my name in such
Registration Statement and to the use of this opinion for filing as Exhibit 5.2
to such Registration Statement.
Very truly yours,
/s/ VERNON J. CARPENTER
-----------------------
Vernon J. Carpenter
Associate General Tax Counsel
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our reports dated January 29, 1997, appearing on pages
32 and 68 of Westinghouse Electric Corporation's Form 10-K for the year ended
December 31, 1996, incorporated by reference in this Registration Statement on
Form S-8.
/s/ KPMG PEAT MARWICK LLP
Pittsburgh, Pennsylvania
June 23, 1997
<PAGE> 1
Exhibit 23.4
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 restatements discussed in notes 1 and 3 for
which the dates are March 31, 1996 and November 13, 1996, appearing on page 32
of the Company's Form 10-K for the year ended December 31, 1996. We also consent
to the incorporation by reference of our report on the financial statement
schedule, which appears on page 69 of the Form 10-K.
/s/ PRICE WATERHOUSE LLP
- ------------------------
Price Waterhouse LLP
Pittsburgh, Pennsylvania
June 24, 1997
<PAGE> 1
Exhibit 24
WESTINGHOUSE SAVINGS PROGRAM
----------------------------
(W) EMPLOYEE STOCK PLAN
-----------------------
CBS EMPLOYEE INVESTMENT FUND
----------------------------
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, 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 May, 1997.
/s/ Carol V. Savage
-------------------
<PAGE> 2
Exhibit 24
WESTINGHOUSE SAVINGS PROGRAM
----------------------------
(W) EMPLOYEE STOCK PLAN
-----------------------
CBS EMPLOYEE INVESTMENT FUND
----------------------------
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, 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 28th day of May, 1997.
/s/ R. E. Cawthorn
------------------
<PAGE> 3
Exhibit 24
WESTINGHOUSE SAVINGS PROGRAM
----------------------------
(W) EMPLOYEE STOCK PLAN
-----------------------
CBS EMPLOYEE INVESTMENT FUND
----------------------------
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, 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 28th day of May, 1997.
/s/ George H. Conrades
----------------------
<PAGE> 4
Exhibit 24
WESTINGHOUSE SAVINGS PROGRAM
----------------------------
(W) EMPLOYEE STOCK PLAN
-----------------------
CBS EMPLOYEE INVESTMENT FUND
----------------------------
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, 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 28th day of May, 1997.
/s/ Gary M. Clark
-----------------
<PAGE> 5
Exhibit 24
WESTINGHOUSE SAVINGS PROGRAM
----------------------------
(W) EMPLOYEE STOCK PLAN
-----------------------
CBS EMPLOYEE INVESTMENT FUND
----------------------------
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, 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 28th day of May, 1997.
/s/ Michael H. Jordan
---------------------
<PAGE> 6
Exhibit 24
WESTINGHOUSE SAVINGS PROGRAM
----------------------------
(W) EMPLOYEE STOCK PLAN
-----------------------
CBS EMPLOYEE INVESTMENT FUND
----------------------------
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, 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 29th day of May, 1997.
/s/ David K.P. Li
-----------------
<PAGE> 7
Exhibit 24
WESTINGHOUSE SAVINGS PROGRAM
----------------------------
(W) EMPLOYEE STOCK PLAN
-----------------------
CBS EMPLOYEE INVESTMENT FUND
----------------------------
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, 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 28th day of May, 1997.
/s/ David T. McLaughlin
-----------------------
<PAGE> 8
Exhibit 24
WESTINGHOUSE SAVINGS PROGRAM
----------------------------
(W) EMPLOYEE STOCK PLAN
-----------------------
CBS EMPLOYEE INVESTMENT FUND
----------------------------
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, 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 28th day of May, 1997.
/s/ Richard R. Pivirotto
------------------------
<PAGE> 9
Exhibit 24
WESTINGHOUSE SAVINGS PROGRAM
----------------------------
(W) EMPLOYEE STOCK PLAN
-----------------------
CBS EMPLOYEE INVESTMENT FUND
----------------------------
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, 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 28th day of May, 1997.
/s/ Fredric G. Reynolds
-----------------------
<PAGE> 10
Exhibit 24
WESTINGHOUSE SAVINGS PROGRAM
----------------------------
(W) EMPLOYEE STOCK PLAN
-----------------------
CBS EMPLOYEE INVESTMENT FUND
----------------------------
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, 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 28th day of May, 1997.
/s/ Raymond W. Smith
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