-----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, QpuyBOzDBc1QobuuTuHk6SeWogMYeUDObtr6bCnHNav0LW2kUwJ9OBA6g9Dy6brJ nYwcG7yVA2YJuG+x1T+rug== 0000950128-96-000347.txt : 19960617 0000950128-96-000347.hdr.sgml : 19960617 ACCESSION NUMBER: 0000950128-96-000347 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-59462 FILM NUMBER: 96581104 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 POS AM 1 WESTINGHOUSE ELEC. FILE NO. 33-59462 1 As filed with the Securities and Exchange Commission on June 14, 1996 REGISTRATION STATEMENT NO. 33-59462 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ Post-Effective Amendment No. 1 to FORM S-3 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. 1, FILED BY WESTINGHOUSE ELECTRIC CORPORATION (THE "COMPANY") AS THE SUCCESSOR, AMENDS THE REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 33-59462) FILED BY CBS INC. ON MARCH 12, 1993 WITH RESPECT TO AN ISSUANCE OF DEBT SECURITIES, BY DEREGISTERING THE REMAINING $350,000,000, WHICH WERE NOT ISSUED. - -------------------------------------------------------------------------------- TITLE OF CLASS SECURITIES AMOUNT AMOUNT REGISTERED REGISTERED BEING DEREGISTERED - -------------------------------------------------------------------------------- Debt Securities $450,000,000 $350,000,000 - -------------------------------------------------------------------------------- 2 DEREGISTRATION The Company hereby deregisters $350,000,000 debt securities which were not issued and were registered under a Registration Statement on Form S-3 (Registration No. 33-59462) filed by CBS Inc. on March 12, 1993. EXHIBITS Exhibit No. Description ----------- ----------- 24 Powers of Attorney 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 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 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. 1 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) 4 * Director - -------------------------- (David K. P. Li) * 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 ELEC. FILE NO. 33-59462 1 EXHIBIT 24 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. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt securities, by deregistering the remaining $350,000,000 of said debt securities, 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 amendments thereto, and to file said Amendment 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 23rd day of April, 1996. /s/ Frank C. Carlucci --------------------- 2 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. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt securities, by deregistering the remaining $350,000,000 of said debt securities, 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 amendments thereto, and to file said Amendment 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 April, 1996. /s/ Robert E. Cawthorn ---------------------- 3 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. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt securities, by deregistering the remaining $350,000,000 of said debt securities, 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 amendments thereto, and to file said Amendment 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 23rd day of April, 1996. /s/ Gary M. Clark ----------------- 4 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. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt securities, by deregistering the remaining $350,000,000 of said debt securities, 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 amendments thereto, and to file said Amendment 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 22nd day of April, 1996. /s/ George H. Conrades ---------------------- 5 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. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt securities, by deregistering the remaining $350,000,000 of said debt securities, 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 amendments thereto, and to file said Amendment 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 23rd day of April, 1996. /s/ William H. Gray III ----------------------- 6 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. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt securities, by deregistering the remaining $350,000,000 of said debt securities, 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 amendments thereto, and to file said Amendment 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 22nd day of April, 1996. /s/ Michael H. Jordan --------------------- 7 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. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt securities, by deregistering the remaining $350,000,000 of said debt securities, 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 amendments thereto, and to file said Amendment 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 21st day of April, 1996. /s/ David K.P. Li ----------------- 8 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. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt securities, by deregistering the remaining $350,000,000 of said debt securities, 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 amendments thereto, and to file said Amendment 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 April, 1996. /s/ David T. McLaughlin ----------------------- 9 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. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt securities, by deregistering the remaining $350,000,000 of said debt securities, 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 amendments thereto, and to file said Amendment 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 April, 1996. /s/ Richard R. Pivirotto ------------------------ 10 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. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt securities, by deregistering the remaining $350,000,000 of said debt securities, 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 amendments thereto, and to file said Amendment 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 21st day of April, 1996. /s/ Paula Stern --------------- 11 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. 1 (the "Amendment") to Registration Statement No. 33-59462 on Form S-3 filed by CBS Inc. on March 12, 1993 with respect to CBS Inc.'s issuance of debt securities, by deregistering the remaining $350,000,000 of said debt securities, 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 amendments thereto, and to file said Amendment 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 26th day of April, 1996. /s/ Robert D. Walter -------------------- -----END PRIVACY-ENHANCED MESSAGE-----