-----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, Ex9utpNJqTpHkcbDqOzNSxQ8Vf8leZZkrT2OC72VugLVJch6IlWO8z4lpIvXOXxa AhrYEVghJvEYP3fx/xUayA== 0000950128-96-000366.txt : 19960626 0000950128-96-000366.hdr.sgml : 19960626 ACCESSION NUMBER: 0000950128-96-000366 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960625 EFFECTIVENESS DATE: 19960625 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: 033-46051 FILM NUMBER: 96585096 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 25, 1996 REGISTRATION STATEMENT NO. 33-46051 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ POST-EFFECTIVE AMENDMENT NO. 1 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) The Knoll Group Retirement Savings 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 (412) 244-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) THIS POST-EFFECTIVE AMENDMENT NO. 1 AMENDS THE REGISTRATION STATEMENT ON FORM S-8 (REGISTRATION STATEMENT NO. 33-46051) FILED BY WESTINGHOUSE ELECTRIC CORPORATION (THE "COMPANY") WITH RESPECT TO THE KNOLL GROUP RETIREMENT SAVINGS PLAN (THE "PLAN") BY DEREGISTERING, FOR THE REASONS SET FORTH HEREIN, 53,350 OF THE 200,000 SHARES OF COMMON STOCK, PAR VALUE $1.00, OF THE COMPANY ("COMMON STOCK") REGISTERED THEREBY.
TITLE OF SECURITIES AMOUNT AMOUNT REGISTERED REGISTERED BEING DEREGISTERED Common Stock, par value $1.00 200,000 53,350
-1- 2 AMENDMENT OF PLAN The Company sold the stock of The Knoll Group, Inc. on February 29, 1996 to T.K.G. Acquisition Corp. As a result of the sale, the Plan was amended on February 29, 1996 to eliminate the purchase of Common Stock as one of the investment options under the Plan. DEREGISTRATION The Company hereby deregisters the 53,350 shares of Common Stock registered under the Registration Statement which have not been sold pursuant to the Plan. EXHIBITS
Exhibit No. Description - ----------- ----------- 24 Powers of Attorney
-2- 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, Commonwealth of Pennsylvania, on June 25, 1996. WESTINGHOUSE ELECTRIC CORPORATION (Registrant) By: /s/ GARY M. CLARK ------------------------------- Gary M. Clark President and Director 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 25, 1996.
Signatures Title ---------- ----- * Chairman and Chief Executive Officer - ---------------------------------- (principal executive officer) and Director (Michael H. Jordan) /s/ GARY M. CLARK President and Director - ----------------------------- (Gary M. Clark) * Executive Vice President and Chief Financial Officer - ---------------------------------- (principal financial officer and principal accounting officer) (Fredric G. Reynolds) * Director - ---------------------------------- (Frank C. Carlucci) * Director - ---------------------------------- (Robert E. Cawthorn) * Director - ---------------------------------- (George H. Conrades) * Director - ---------------------------------- (William H. Gray III) * Director - ---------------------------------- (David K. P. Li)
-3- 4 * Director - ---------------------------------- (David T. McLaughlin) * Director - ---------------------------------- (Richard R. Pivirotto) * Director - ---------------------------------- (Paula Stern) * Director - ---------------------------------- (Robert D. Walter)
*By /s/ GARY M. CLARK ---------------------------- Gary M. Clark Attorney-in-Fact -4- 5 EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 24 Powers of Attorney 6
-5- EX-24 2 WESTINGHOUSE ELECTRIC S-8 POS 1 EXHIBIT 24 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 Post-Effective Amendment No. 1 to its Registration Statement No. 33-46051 on Form S-8 (the Amendment) for the deregistration under said Act of all shares of common stock, par value $1.00 per share, of the Company, registered in connection with The Knoll Group Retirement Savings Plan (the Plan) which have not been sold pursuant to the 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 14th day of June, 1996. /s/ FRANK C. CARLUCCI -------------------------------- 2 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 Post-Effective Amendment No. 1 to its Registration Statement No. 33-46051 on Form S-8 (the Amendment) for the deregistration under said Act of all shares of common stock, par value $1.00 per share, of the Company, registered in connection with The Knoll Group Retirement Savings Plan (the Plan) which have not been sold pursuant to the 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 June, 1996. /s/ ROBERT E. CAWTHORN -------------------------------- 3 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 Post-Effective Amendment No. 1 to its Registration Statement No. 33-46051 on Form S-8 (the Amendment) for the deregistration under said Act of all shares of common stock, par value $1.00 per share, of the Company, registered in connection with The Knoll Group Retirement Savings Plan (the Plan) which have not been sold pursuant to the 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 June, 1996. /s/ GEORGE H. CONRADES -------------------------------- 4 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 Post-Effective Amendment No. 1 to its Registration Statement No. 33-46051 on Form S-8 (the Amendment) for the deregistration under said Act of all shares of common stock, par value $1.00 per share, of the Company, registered in connection with The Knoll Group Retirement Savings Plan (the Plan) which have not been sold pursuant to the 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 15th day of June, 1996. /s/ WILLIAM H. GRAY -------------------------------- 5 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 Post-Effective Amendment No. 1 to its Registration Statement No. 33-46051 on Form S-8 (the Amendment) for the deregistration under said Act of all shares of common stock, par value $1.00 per share, of the Company, registered in connection with The Knoll Group Retirement Savings Plan (the Plan) which have not been sold pursuant to the 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 17th day of June, 1996. /s/ MICHAEL H. JORDAN -------------------------------- 6 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 Post-Effective Amendment No. 1 to its Registration Statement No. 33-46051 on Form S-8 (the Amendment) for the deregistration under said Act of all shares of common stock, par value $1.00 per share, of the Company, registered in connection with The Knoll Group Retirement Savings Plan (the Plan) which have not been sold pursuant to the 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 June, 1996. /s/ DAVID K. P. LI -------------------------------- 7 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 Post-Effective Amendment No. 1 to its Registration Statement No. 33-46051 on Form S-8 (the Amendment) for the deregistration under said Act of all shares of common stock, par value $1.00 per share, of the Company, registered in connection with The Knoll Group Retirement Savings Plan (the Plan) which have not been sold pursuant to the 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 June, 1996. /s/ DAVID T. MCLAUGHLIN -------------------------------- 8 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 Post-Effective Amendment No. 1 to its Registration Statement No. 33-46051 on Form S-8 (the Amendment) for the deregistration under said Act of all shares of common stock, par value $1.00 per share, of the Company, registered in connection with The Knoll Group Retirement Savings Plan (the Plan) which have not been sold pursuant to the 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 17th day of June, 1996. /s/ RICHARD R. PIVIROTTO -------------------------------- 9 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 Post-Effective Amendment No. 1 to its Registration Statement No. 33-46051 on Form S-8 (the Amendment) for the deregistration under said Act of all shares of common stock, par value $1.00 per share, of the Company, registered in connection with The Knoll Group Retirement Savings Plan (the Plan) which have not been sold pursuant to the 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 June, 1996. /s/ FREDRIC G. REYNOLDS -------------------------------- 10 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 Post-Effective Amendment No. 1 to its Registration Statement No. 33-46051 on Form S-8 (the Amendment) for the deregistration under said Act of all shares of common stock, par value $1.00 per share, of the Company, registered in connection with The Knoll Group Retirement Savings Plan (the Plan) which have not been sold pursuant to the 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 17th day of June, 1996. /s/ PAULA STERN -------------------------------- 11 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 Post-Effective Amendment No. 1 to its Registration Statement No. 33-46051 on Form S-8 (the Amendment) for the deregistration under said Act of all shares of common stock, par value $1.00 per share, of the Company, registered in connection with The Knoll Group Retirement Savings Plan (the Plan) which have not been sold pursuant to the 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 June, 1996. /s/ ROBERT D. WALTER -------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----