-----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, OWT/uD9uP6LiIAJoc7Fpu4anjKiIFb5u05stmlW9iFjUmIrp34PMONfRIJWjJGd6 kVPxQwKMUUjJ57WPg9xGPQ== 0000950128-97-001010.txt : 19971021 0000950128-97-001010.hdr.sgml : 19971021 ACCESSION NUMBER: 0000950128-97-001010 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971020 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 033-51298 FILM NUMBER: 97697804 BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222-1384 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 S-3/A 1 WESTINGHOUSE ELECTRIC CORP. 1 As filed with the Securities and Exchange Commission on October 20, 1997 Registration Statement No. 33-51298 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 its 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"), AMENDS THE REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 33-51298) FILED BY THE COMPANY ON AUGUST 26, 1992 WITH RESPECT TO AN ISSUANCE OF DEBT SECURITIES, BY DEREGISTERING THE REMAINING $400,000,000. TITLE OF CLASS SECURITIES AMOUNT AMOUNT REGISTERED REGISTERED BRING DEREGISTERED - ------------------------- ---------- ------------------ Debt Securities $1,000,000,000 $400,000,000 2 DEREGISTRATION The Company hereby deregisters $400,000,000 of debt securities which were not issued and were registered under a Registration Statement on Form S-3 (Registration No. 33-51298) filed by the Company on August 26, 1992. 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, on October 20, 1997. WESTINGHOUSE ELECTRIC CORPORATION By: /s/ LOUIS J. BRISKMAN ----------------------------------------- Louis J. Briskman Senior Vice President and General Counsel 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 October 20, 1997.
Signatures Title * Chairman and Chief Executive Officer - --------------------------------- (principal executive officer) (Michael H. Jordan) and Director * - --------------------------------- Director (Gary M. Clark) * - --------------------------------- Director (Frank C. Carlucci) * - --------------------------------- Director (Robert E. Cawthorn) * - --------------------------------- Director (George H. Conrades) * - --------------------------------- Director (William H. Gray III) * - --------------------------------- Director (Mel Karmazin)
- 3 - 4
* - --------------------------------- Director (David K.P. Li) * - --------------------------------- Director (David T. McLaughlin) * - --------------------------------- Director (Richard R. Pivirotto) * Vice President and Chief - --------------------------------- Accounting Officer (Carol V. Savage) (principal accounting officer) * - --------------------------------- Director (Raymond W. Smith) * - --------------------------------- Director (Paula Stern) * - --------------------------------- Director (Robert D. Walter) * Executive Vice President and Chief - --------------------------------- Financial Officer (Fredric G. Reynolds) (principal financial officer and principal accounting officer) * By Power of Attorney
*By /s/ LOUIS J. BRISKMAN ------------------------------ Louis J. Briskman Attorney-In-Fact - 4 - 5 Exhibit Index ------------- Exhibit No. Description Page - ----------- ----------- ---- 24 Powers of Attorney 6 - 5 - EX-24 2 WESTINGHOUSE ELECTRIC CORP. 1 Exhibit 24 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ MICHAEL H. JORDAN ----------------------------------- 2 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 29th day of September, 1997. /s/ FRANK C. CARLUCCI ----------------------------------- 3 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ ROBERT E. CAWTHORN ----------------------------------- 4 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 24th day of September, 1997. /s/ GARY M. CLARK ----------------------------------- 5 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ GEORGE H. CONRADES ----------------------------------- 6 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ WILLIAM H. GRAY III ----------------------------------- 7 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ MEL KARMAZIN ----------------------------------- 8 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ DAVID K. P. LI ----------------------------------- 9 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ DAVID T. McLAUGHLIN ----------------------------------- 10 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ RICHARD R. PIVIROTTO ----------------------------------- 11 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ RAYMOND W. SMITH ----------------------------------- 12 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 24th day of September, 1997. /s/ PAULA STERN ----------------------------------- 13 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ ROBERT D. WALTER ----------------------------------- 14 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ FREDRIC G. REYNOLDS ----------------------------------- 15 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 Post-Effective Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3 originally filed by Westinghouse on August 26, 1992 with respect to the issuance of debt securities, to deregister the remaining $400,000,000 of said debt securities, hereby constitutes and appoints Michael H. Jordan, Fredric G. Reynolds, Carol V. Savage 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, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, 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 8th day of October, 1997. /s/ CAROL V. SAVAGE ----------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----