<PAGE> 1
As filed with the Securities and Exchange Commission on March 20, 1997
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. . . 6,000,000 shares $18.875 $113,250,000 $34,318.15
Preferred
Stock Purchase
Rights. . . 6,000,000 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
-1-
<PAGE> 2
the New York Stock Exchange Composite Tape on March 13, 1997.
(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.
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) 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 March 20, 1997, 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
94,075 shares of the Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
The contents of Item 6 of Registration Statement No. 333-12583 are
incorporated herein by reference.
Item 7. Exemption from Registration Claimed
Not applicable.
-2-
<PAGE> 3
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 the Company's Registration Statement
No. 333-13219 on Post-Effective Amendment No. 1 on Form S-8 to Form S-4 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 No. 333-13219 on Form S-4 filed on
October 22, 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 to January 29, 1997
(incorporated by reference to Exhibit (10)(g) to Form 10-K for the year ended
December 31, 1996).
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 KPMG Peat Marwick LLP.
23.3 Consent of Price Waterhouse LLP.
24 Powers of Attorney.
</TABLE>
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 20th day of March, 1997.
Westinghouse Electric Corporation
By: /s/ CAROL V. SAVAGE
-------------------------------------------
Carol V. Savage
Vice President and Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on March 20,
1997 in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
<S> <C>
* Chairman and Chief Executive Officer
- --------------------------------- (principal executive officer)
(Michael H. Jordan) and Director
* President, Vice Chairman and Director
- --------------------------------
(Gary M. Clark)
* Executive Vice President and Chief
- -------------------------------- Financial Officer
(Fredric G. Reynolds) (principal financial officer)
</TABLE>
-3-
<PAGE> 4
<TABLE>
<S> <C>
/s/ Carol V. Savage
- --------------------------------- Vice President and Chief Accounting
(Carol V. Savage) Officer (principal accounting officer)
*
- --------------------------------- Director
(Frank C. Carlucci)
*
- --------------------------------- Director
(Robert E. Cawthorn)
*
- --------------------------------- Director
(George H. Conrades)
*
- --------------------------------- Director
(William H. Gray III)
*
- --------------------------------- Director
(Mel Karmazin)
*
- --------------------------------- Director
(David K. P. Li)
*
- --------------------------------- Director
(David T. McLaughlin)
*
- --------------------------------- Director
(Richard R. Pivorotto)
*
- --------------------------------- Director
(Raymond W. Smith)
*
- --------------------------------- Director
(Paula Stern)
*
- --------------------------------- Director
(Robert D. Walter)
</TABLE>
*By /s/ CAROL V. SAVAGE
-----------------------
Carol V. Savage
Attorney-In-Fact
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
---------- ----------- ----
<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 the Company's Registration Statement
No. 333-13219 on Post-Effective Amendment No. 1 on
Form S-8 to Form S-4 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 No. 333-13219 on Form S-4 filed on
October 22, 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 to *
January 29, 1997 (incorporated by reference to
Exhibit (10)(g) to Form 10-K for the year ended
December 31, 1996).
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 KPMG Peat Marwick LLP. --
23.3 Consent of Price Waterhouse LLP. --
24 Powers of Attorney. --
</TABLE>
*Incorporated by reference.
-5-
<PAGE> 1
Exhibits 5 and 23.1
March 20, 1997
Westinghouse Electric Corporation
11 Stanwix Street
Pittsburgh, PA 15222
Re: Westinghouse Electric Corporation
Common Stock, $1.00 par value
6,000,000 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 6,000,000 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 6,000,000 shares of Common Stock for use under the Plan have
been duly taken in accordance with the applicable law, and that said 6,000,000
shares of Common Stock have been duly authorized for issuance.
In addition, I am of the opinion that the 6,000,000 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 AUDITORS
We consent to the use of our reports dated January 29, 1997 appearing on
page 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 of the Company.
/s/ KPMG PEAT MARWICK LLP
- --------------------------------
Pittsburgh, Pennsylvania
March 18, 1997
<PAGE> 1
Exhibit 23.3
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
March 18, 1997
<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 (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 17th day of March, 1997.
/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 (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 17th day of March, 1997.
/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 (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 17th day of March, 1997.
/s/ FREDRIC G. REYNOLDS
-----------------------
<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 (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 15th day of March, 1997.
/s/ FRANK C. CARLUCCI
---------------------
<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 (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 15th day of March, 1997.
/s/ ROBERT E. CAWTHORN
----------------------
<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 (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 17th day of March, 1997.
/s/ GEORGE H. CONRADES
----------------------
<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 (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 March, 1997.
/s/ WILLIAM H. GRAY III
-----------------------
<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 (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 16th day of March, 1997.
/s/ MEL KARMAZIN
----------------
<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 (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 March, 1997.
/s/ DAVID K. P. LI
------------------
<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 (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 March, 1997.
/s/ DAVID T. MCLAUGHLIN
-----------------------
<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 (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 15th day of March, 1997.
/s/ RICHARD R. PIVOROTTO
------------------------
<PAGE> 12
1991 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 17th day of March, 1997.
/s/ RAYMOND W. SMITH
--------------------
<PAGE> 13
1991 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 14th day of March, 1997.
/s/ PAULA STERN
---------------
<PAGE> 14
1991 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million (6,000,000)
shares of common stock, par value $1.00 per share, of the Company, in
connection with the Company's 1991 Long-Term Incentive Plan, as amended, hereby
constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds,
Louis J. Briskman, Carol V. Savage, Claudia E. Morf and Angeline C. Straka
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 the
Company 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 March, 1997.
/s/ ROBERT D. WALTER
--------------------
