-----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, U4u+4zsSh+WY0KpUjc68SYdgjQx8eY4IwIgAA1ORCjFZ7TKsfpovhtyk96bogqxv bbjHKyJNNCuwu642N2KeNA== 0000950128-96-000346.txt : 19960617 0000950128-96-000346.hdr.sgml : 19960617 ACCESSION NUMBER: 0000950128-96-000346 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960614 EFFECTIVENESS DATE: 19960614 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 POS SEC ACT: 1933 Act SEC FILE NUMBER: 002-53311 FILM NUMBER: 96581106 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 POS 1 WESTINGHOUSE ELECTRIC S-8 POS 1 As filed with the Securities and Exchange Commission on June 14, 1996 REGISTRATION STATEMENT NO. 2-53311 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ Post-Effective Amendment No. 8 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ________________ WESTINGHOUSE ELECTRIC CORPORATION (Exact name of Registrant as specified in charter) Pennsylvania 25-0877540 (State of incorporation) (I.R.S. Employer Identification No.) Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222 (412) 244-2000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Angeline C. Straka, Esquire Vice President, Secretary and Associate General Counsel Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222 (412) 244-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) THIS POST-EFFECTIVE AMENDMENT NO. 8 AMENDS THE REGISTRATION STATEMENT ON FORM S-8 (REGISTRATION NO. 2-53311) AS AMENDED, FILED BY WESTINGHOUSE ELECTRIC CORPORATION (THE "COMPANY") WITH RESPECT TO THE COMPANY'S 1974 STOCK OPTION PLAN (THE "PLAN") BY DEREGISTERING, FOR THE REASONS SET FORTH HEREIN, 104,600* OF THE 2,400,000 SHARES OF COMMON STOCK, PAR VALUE $1.00, OF THE COMPANY ("COMMON STOCK") REGISTERED THEREBY. - -------------------------------------------------------------------------------- TITLE OF CLASS SECURITIES AMOUNT AMOUNT REGISTERED REGISTERED BEING DEREGISTERED - -------------------------------------------------------------------------------- Common Stock, par value $1.00 2,400,000 104,600* - -------------------------------------------------------------------------------- 2 EXPIRATION OF PLAN There has been no activity under this Plan since July 25, 1988. As of July 25, 1988, 104,600* shares of Common Stock were not issued under the Plan. DEREGISTRATION The Company hereby deregisters the 104,600* shares of Common Stock registered under the Registration Statement which were not issued under the Plan. EXHIBITS Exhibit No. Description ----------- ----------- 24 Powers of Attorney *Not adjusted for stock splits or dividends subsequent to July 25, 1988. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 8 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, on June 14, 1996. WESTINGHOUSE ELECTRIC CORPORATION (Registrant) By: /s/ FREDRIC G. REYNOLDS --------------------------- Fredric G. Reynolds Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 8 to the Registration Statement has been signed by the following persons in the capacities indicated on June 14, 1996. Signatures Title ---------- ----- * Chairman and Chief Executive Officer - -------------------------- (principal executive officer) (Michael H. Jordan) and Director * President and Director - -------------------------- (Gary M. Clark) * 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 K. P. Li) 4 * Director - -------------------------- (David T. McLaughlin) * Director - -------------------------- (Richard R. Pivirotto) * Director - -------------------------- (Paula Stern) * Director - -------------------------- (Robert D. Walter) *By Power of Attorney 5 Exhibit Index ------------- Exhibit No. Description Page - ----------- ----------- ---- 24 Powers of Attorney 6 EX-24 2 WESTINGHOUSE ELECTRIC S-8 POS 1 EXHIBIT 24 1974 STOCK OPTION PLAN ---------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment No. 8 to its Registration Statement No. 2-53311 on Form S-8 (the "Amendment") for the deregistration under said Act of 104,600 shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1974 Stock Option Plan, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her true and lawful attorneys-in-fact and agents, and each of them, with full power to act without the others, his/her true and lawful attorney-in-fact and agent, for him/her and in his/her name, place and stead, in any and all capacities, to sign said Amendment, and any and all other amendments thereto, and to file said Amendment and each other 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 23rd day of April, 1996. /s/ Frank C. Carlucci --------------------- 2 1974 STOCK OPTION PLAN ---------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment No. 8 to its Registration Statement No. 2-53311 on Form S-8 (the "Amendment") for the deregistration under said Act of 104,600 shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1974 Stock Option Plan, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her true and lawful attorneys-in-fact and agents, and each of them, with full power to act without the others, his/her true and lawful attorney-in-fact and agent, for him/her and in his/her name, place and stead, in any and all capacities, to sign said Amendment, and any and all other amendments thereto, and to file said Amendment and each other 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 April, 1996. /s/ Robert E. Cawthorn ---------------------- 3 1974 STOCK OPTION PLAN ---------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment No. 8 to its Registration Statement No. 2-53311 on Form S-8 (the "Amendment") for the deregistration under said Act of 104,600 shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1974 Stock Option Plan, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her true and lawful attorneys-in-fact and agents, and each of them, with full power to act without the others, his/her true and lawful attorney-in-fact and agent, for him/her and in his/her name, place and stead, in any and all capacities, to sign said Amendment, and any and all other amendments thereto, and to file said Amendment and each other 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 23rd day of April, 1996. /s/ Gary M. Clark ----------------- 4 1974 STOCK OPTION PLAN ---------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment No. 8 to its Registration Statement No. 2-53311 on Form S-8 (the "Amendment") for the deregistration under said Act of 104,600 shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1974 Stock Option Plan, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her true and lawful attorneys-in-fact and agents, and each of them, with full power to act without the others, his/her true and lawful attorney-in-fact and agent, for him/her and in his/her name, place and stead, in any and all capacities, to sign said Amendment, and any and all other amendments thereto, and to file said Amendment and each other 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 22nd day of April, 1996. /s/ George H. Conrades ---------------------- 5 1974 STOCK OPTION PLAN ---------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment No. 8 to its Registration Statement No. 2-53311 on Form S-8 (the "Amendment") for the deregistration under said Act of 104,600 shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1974 Stock Option Plan, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her true and lawful attorneys-in-fact and agents, and each of them, with full power to act without the others, his/her true and lawful attorney-in-fact and agent, for him/her and in his/her name, place and stead, in any and all capacities, to sign said Amendment, and any and all other amendments thereto, and to file said Amendment and each other 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 23rd day of April, 1996. /s/ William H. Gray III ----------------------- 6 1974 STOCK OPTION PLAN ---------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment No. 8 to its Registration Statement No. 2-53311 on Form S-8 (the "Amendment") for the deregistration under said Act of 104,600 shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1974 Stock Option Plan, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her true and lawful attorneys-in-fact and agents, and each of them, with full power to act without the others, his/her true and lawful attorney-in-fact and agent, for him/her and in his/her name, place and stead, in any and all capacities, to sign said Amendment, and any and all other amendments thereto, and to file said Amendment and each other 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 22nd day of April, 1996. /s/ Michael H. Jordan --------------------- 7 1974 STOCK OPTION PLAN ---------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment No. 8 to its Registration Statement No. 2-53311 on Form S-8 (the "Amendment") for the deregistration under said Act of 104,600 shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1974 Stock Option Plan, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her true and lawful attorneys-in-fact and agents, and each of them, with full power to act without the others, his/her true and lawful attorney-in-fact and agent, for him/her and in his/her name, place and stead, in any and all capacities, to sign said Amendment, and any and all other amendments thereto, and to file said Amendment and each other 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 21st day of April, 1996. /s/ David K.P. Li ----------------- 8 1974 STOCK OPTION PLAN ---------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment No. 8 to its Registration Statement No. 2-53311 on Form S-8 (the "Amendment") for the deregistration under said Act of 104,600 shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1974 Stock Option Plan, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her true and lawful attorneys-in-fact and agents, and each of them, with full power to act without the others, his/her true and lawful attorney-in-fact and agent, for him/her and in his/her name, place and stead, in any and all capacities, to sign said Amendment, and any and all other amendments thereto, and to file said Amendment and each other 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 April, 1996. /s/ David T. McLaughlin ----------------------- 9 1974 STOCK OPTION PLAN ---------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment No. 8 to its Registration Statement No. 2-53311 on Form S-8 (the "Amendment") for the deregistration under said Act of 104,600 shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1974 Stock Option Plan, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her true and lawful attorneys-in-fact and agents, and each of them, with full power to act without the others, his/her true and lawful attorney-in-fact and agent, for him/her and in his/her name, place and stead, in any and all capacities, to sign said Amendment, and any and all other amendments thereto, and to file said Amendment and each other 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 April, 1996. /s/ Richard R. Pivirotto ------------------------ 10 1974 STOCK OPTION PLAN ---------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment No. 8 to its Registration Statement No. 2-53311 on Form S-8 (the "Amendment") for the deregistration under said Act of 104,600 shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1974 Stock Option Plan, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her true and lawful attorneys-in-fact and agents, and each of them, with full power to act without the others, his/her true and lawful attorney-in-fact and agent, for him/her and in his/her name, place and stead, in any and all capacities, to sign said Amendment, and any and all other amendments thereto, and to file said Amendment and each other 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 21st day of April, 1996. /s/ Paula Stern --------------- 11 1974 STOCK OPTION PLAN ---------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (Corporation), 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 Post-Effective Amendment No. 8 to its Registration Statement No. 2-53311 on Form S-8 (the "Amendment") for the deregistration under said Act of 104,600 shares of common stock, par value $1.00 per share, of the Corporation, in connection with the Corporation's 1974 Stock Option Plan, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Briskman, his/her true and lawful attorneys-in-fact and agents, and each of them, with full power to act without the others, his/her true and lawful attorney-in-fact and agent, for him/her and in his/her name, place and stead, in any and all capacities, to sign said Amendment, and any and all other amendments thereto, and to file said Amendment and each other 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 26th day of April, 1996. /s/ Robert D. Walter -------------------- -----END PRIVACY-ENHANCED MESSAGE-----