0000950128-95-000153.txt : 19950824 0000950128-95-000153.hdr.sgml : 19950824 ACCESSION NUMBER: 0000950128-95-000153 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950823 EFFECTIVENESS DATE: 19950911 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62043 FILM NUMBER: 95566244 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 1 As filed with the Securities and Exchange Commission on August 23, 1995 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, ESQ. 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 . . . . . 7,500,000 $13.25 $99,375,000 $34,267.48 (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 the New York Stock Exchange Composite Tape on August 21, 1995.
- 1 - 2 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 "Corporation") 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 Corporation's Annual Report on Form 10-K for the year ended December 31, 1994. (b) The Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995. (c) The Corporation's Current Report on Form 8-K dated August 1, 1995. (d) Description of the Corporation'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 Corporation 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 August 21, 1995, Angeline C. Straka, Vice President, Secretary and Associate General Counsel of the Corporation, who has given an opinion as to the legality of the securities being registered hereunder, held options to purchase 60,275 shares of the Common Stock of the Corporation. Item 6. Indemnification of Directors and Officers Section 1741 of the Business Corporation Law of the Commonwealth of Pennsylvania (the "BCL") empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding (a "Proceeding"), whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Section 1742 of the BCL empowers a corporation to indemnify any person who was or is a party, or is threatened to - 2 - 3 be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another corporation or enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that indemnification shall not be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless there is a judicial determination that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court deems proper. Section 1743 of the BCL provides that to the extent a representative of a corporation has been successful on the merits or otherwise in defense of any Proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 1745 of the BCL provides that expenses (including attorneys' fees) incurred in defending a Proceeding may be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the representative to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the corporation. Section 1746 of the BCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of the BCL shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. However, Section 1746 also provides that such indemnification shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The Corporation provides for indemnification of its directors and officers pursuant to Article ELEVENTH of the Restated Articles of Incorporation of the Corporation and Article XVII of the By-laws of the Corporation. Article ELEVENTH of the Restated Articles and Article XVII of the By-laws provide in effect that, with respect to Proceedings based on acts or omissions on or after January 27, 1987, and unless prohibited by applicable law, the Corporation shall indemnify directors and officers against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred in connection with any such Proceedings (subject to certain limitations in the case of actions by such persons against the Corporation). Under Article XVII, the Corporation shall also advance amounts to any director or officer during the pendency of any such Proceedings against expenses incurred, provided that, if required by law, the Corporation receives an undertaking to repay such amount if it is ultimately determined that such person is not to be indemnified under such Article. The indemnification provided for in such Articles is in addition to any rights to which any director or officer may otherwise be entitled. Article XVII of the By-laws provides that the right of a director or officer to such indemnification and advancement of expenses shall be a contract right and further provides procedures for the enforcement of such right. The Corporation has purchased directors' and officers' liability insurance policies indemnifying its officers and directors and the officers and directors of its subsidiaries against claims and liabilities (with stated exceptions) to which they may become subject by reason of their positions with the Corporation or its subsidiaries as directors and officers. - 3 - 4 Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits Exhibit No. Description ----------- ----------- 4.1 Restated Articles of Incorporation of the Corporation (incorporated by reference to Exhibit 3(2) to the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994). 4.2 By-laws of the Corporation, as amended (incorporated by reference to Exhibit 3(c) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1994). 4.4 1991 Long-Term Incentive Plan of the Corporation, as amended. 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 Price Waterhouse LLP. 24 Powers of Attorney. Item 9. Undertakings The contents of Item 9 of Registration Statement No. 33-53819 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 23rd day of August, 1995. Westinghouse Electric Corporation By: /s/ Fredric G. Reynolds ---------------------------------------------------- Fredric G. Reynolds Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on August 23, 1995 in the capacities indicated: Signature Title * Chairman and Chief Executive Officer --------------------------------- (principal executive officer) (Michael H. Jordan) and Director * President and Director --------------------------------- (Gary M. Clark) - 4 - 5 /s/ Fredric G. Reynolds Executive Vice President and Chief --------------------------------- Financial Officer (Fredric G. Reynolds) (principal financial officer and principal accounting officer) * --------------------------------- Director (Frank C. Carlucci) * --------------------------------- Director (Robert E. Cawthorn) * --------------------------------- Director (George H. Conrades) * --------------------------------- Director (William H. Gray III) * --------------------------------- Director (David T. McLaughlin) * --------------------------------- Director (Richard M. Morrow) * --------------------------------- Director (Richard R. Pivirotto) * --------------------------------- Director (Dr. Paula Stern) * --------------------------------- Director (Robert D. Walter) *By /s/ Fredric G. Reynolds ----------------------- Fredric G. Reynolds Attorney-In-Fact - 5 - 6 EXHIBIT INDEX Exhibit No. Description Page ----------- ----------- ---- 4.1 Restated Articles of Incorporation of the Corporation * (incorporated by reference to Exhibit 3(2) to the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994). 4.2 By-laws of the Corporation, as amended (incorporated by * reference to Exhibit 3(c) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1994). 4.4 1991 Long-Term Incentive Plan of the Corporation, * as amended. 5 Opinion of Angeline C. Straka, Vice President, Secretary 7 and Associate General Counsel, as to the legality of the securities being registered. 23.1 Consent of Counsel -- contained in opinion filed as 7 Exhibit 5. 23.2 Consent of Price Waterhouse. 8 24 Powers of Attorney. 9 *Incorporated by reference. - 6 - EX-5 2 WESTINGHOUSE 1 Exhibits 5 and 23.1 August 23, 1995 Westinghouse Electric Corporation 11 Stanwix Street Pittsburgh, PA 15222 Re: Westinghouse Electric Corporation --------------------------------- Common Stock, $1.00 par value ----------------------------- 7,500,000 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 7,500,000 shares of the Common Stock, par value $1.00 per share (the "Common Stock") of Westinghouse Electric Corporation (the "Corporation"). I have examined and am familiar with the Restated Articles and the By-laws, both as amended, of the Corporation, a Pennsylvania corporation. I am of the opinion that the Corporation 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 7,500,000 shares of Common Stock for use under the Plan have been duly taken in accordance with the applicable law, and that said 7,500,000 shares of Common Stock have been duly authorized for issuance. In addition, I am of the opinion that the 7,500,000 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 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 31, 1995, appearing on page 26 of Westinghouse Electric Corporation's Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 55 of such Annual Report on Form 10-K. /s/ Price Waterhouse LLP Price Waterhouse LLP 600 Grant Street Pittsburgh, Pennsylvania 15219-9954 August 23, 1995 EX-24 4 WESTINGHOUSE 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 (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 for the registration under said Act of seven and one half million (7,500,000) shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1991 Long-Term Incentive Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds and Louis J. Valerio, 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 1st day of May, 1995. /s/ Frank C. Carlucci ---------------------- 2 1991 LONG-TERM INCENTIVE PLAN ----------------------------- 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 for the registration under said Act of seven and one half million (7,500,000) shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1991 Long-Term Incentive Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds and Louis J. Valerio, 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 April, 1995. /s/ R. E. Cawthorn ------------------ 3 1991 LONG-TERM INCENTIVE PLAN ----------------------------- 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 for the registration under said Act of seven and one half million (7,500,000) shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1991 Long-Term Incentive Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds and Louis J. Valerio, 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 27th day of April, 1995. /s/ Gary M. Clark ----------------- 4 1991 LONG-TERM INCENTIVE PLAN ----------------------------- 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 for the registration under said Act of seven and one half million (7,500,000) shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1991 Long-Term Incentive Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds and Louis J. Valerio, 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 27th day of April, 1995. /s/ George H. Conrades ---------------------- 5 1991 LONG-TERM INCENTIVE PLAN ----------------------------- 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 for the registration under said Act of seven and one half million (7,500,000) shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1991 Long-Term Incentive Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds and Louis J. Valerio, 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 2nd day of May, 1995. /s/ William H. Gray III ----------------------- 6 1991 LONG-TERM INCENTIVE PLAN ----------------------------- 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 for the registration under said Act of seven and one half million (7,500,000) shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1991 Long-Term Incentive Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds and Louis J. Valerio, 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 27th day of April, 1995. /s/ Michael H. Jordan --------------------- 7 1991 LONG-TERM INCENTIVE PLAN ----------------------------- 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 for the registration under said Act of seven and one half million (7,500,000) shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1991 Long-Term Incentive Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds and Louis J. Valerio, 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 April, 1995. /s/ David T. McLaughlin ----------------------- 8 1991 LONG-TERM INCENTIVE PLAN ----------------------------- 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 for the registration under said Act of seven and one half million (7,500,000) shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1991 Long-Term Incentive Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds and Louis J. Valerio, 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 27th day of April, 1995. /s/ Richard M. Morrow --------------------- 9 1991 LONG-TERM INCENTIVE PLAN ----------------------------- 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 for the registration under said Act of seven and one half million (7,500,000) shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1991 Long-Term Incentive Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds and Louis J. Valerio, 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 27th day of April, 1995. /s/ Richard R. Pivirotto ------------------------ 10 1991 LONG-TERM INCENTIVE PLAN ----------------------------- 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 for the registration under said Act of seven and one half million (7,500,000) shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1991 Long-Term Incentive Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds and Louis J. Valerio, 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 1st day of May, 1995. /s/ Paula Stern --------------- 11 1991 LONG-TERM INCENTIVE PLAN ----------------------------- 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 for the registration under said Act of seven and one half million (7,500,000) shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1991 Long-Term Incentive Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds and Louis J. Valerio, 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 1st day of May, 1995. /s/ R. D. Walter ----------------