-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L97D0seRhpZFC7O/ZLOFOrWemszyjkbAjDqqNUy+VovaGq3YAcz+W9PJ+ByOga5Y /omyFIABVdsB4f8siP7qZQ== 0000950128-97-000647.txt : 19970321 0000950128-97-000647.hdr.sgml : 19970321 ACCESSION NUMBER: 0000950128-97-000647 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970320 EFFECTIVENESS DATE: 19970320 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23663 FILM NUMBER: 97559908 BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 S-8 1 WESTINGHOUSE ELECTRIC CORP. 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
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) 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)
(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- 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- 3 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 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.
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:
Signature Title * 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)
-3- 4 /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)
*By /s/ CAROL V. SAVAGE ----------------------- Carol V. Savage Attorney-In-Fact -4- 5 EXHIBIT INDEX
Exhibit No. Description Page ---------- ----------- ---- 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. --
*Incorporated by reference. -5- EX-5 2 WESTINGHOUSE ELECTRIC CORP. 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 EX-23.2 3 WESTINGHOUSE ELECTRIC CORP. 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 EX-23.3 4 WESTINGHOUSE ELECTRIC CORP. 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 EX-24 5 WESTINGHOUSE ELECTRIC CORP. 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 --------------------- 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 ----------------- 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 ----------------------- 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 --------------------- 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 ---------------------- 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 ---------------------- 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 ----------------------- 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 ---------------- 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 ------------------ 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 ----------------------- 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 ------------------------ 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 -------------------- 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 --------------- 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 -------------------- -----END PRIVACY-ENHANCED MESSAGE-----