-----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, HkueMifoLJuCV6fPit/ix28V3ZK2deHgYpc/Fg2slpVLR1gpsmMGVTfBh8NzfuMF 4Iv9Eg++9i99NF8WxWagiA== 0000950152-97-004782.txt : 19970630 0000950152-97-004782.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950152-97-004782 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970626 EFFECTIVENESS DATE: 19970626 SROS: NONE 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30127 FILM NUMBER: 97630791 BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 S-8 1 WESTINGHOUSE ELECTRIC CORP. S-8 1 As filed with the Securities and Exchange Commission on June 26, 1997 Registration Statement No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- Westinghouse Electric Corporation ----------------------------------------------------- (Exact name of Registrant as specified in its charter) Pennsylvania 25-0877540 --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Westinghouse Building, 11 Stanwix Street Pittsburgh, Pennsylvania 15222 ------------------------------------------------------------------------ (Address of Registrant's principal executive offices, including zip code) Westinghouse Savings Program Westinghouse Employee Stock Plan CBS Employee Investment Fund -------------------------------- (Full title of the plan) ANGELINE C. STRAKA Vice President, Secretary and Associate General Counsel Westinghouse Building, 11 Stanwix Street Pittsburgh, Pennsylvania 15222 ------------------------------------------------------- (Name and address of agent for service) (412) 244-2300 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) --------------- CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed securities Amount maximum maximum Amount of to be to be offering price aggregate registration registered registered(1) per share(2) offering price fee - ---------- ------------- -------------- -------------- ------------ Common Stock, par value $1.00 per share. . . 15,000,000 22.375 335,625,000 101,694.38 Preferred Stock Purchase Rights . . 15,000,000 (3) (3) (3)
2 (1) In addition, pursuant to rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. (2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, based upon the high and low prices per share of the Registrant's Common Stock as reported on the New York Stock Exchange on June 23, 1997. (3) The Preferred Stock Purchase Rights of Westinghouse are attached to and trade with the shares of Westinghouse Common Stock being registered hereby. Value attributable to such Preferred Stock Purchase Rights, if any, is reflected in the market price of Westinghouse Common Stock. -2- 3 EXPLANATORY STATEMENT This Registration Statement on Form S-8 registers 15,000,000 additional shares of common stock of Westinghouse Electric Corporation ("Westinghouse"), par value $1.00 per share (the "Common Stock") for issuance pursuant to the Westinghouse Savings Program, the Westinghouse Employee Stock Plan and the CBS Employee Investment Fund (the "Plans"). The contents of an earlier Registration Statement on Form S-8, Registration No. 33-51445, relating to the Plans, as filed with the Securities and Exchange Commission on December 14, 1993 and as amended on January 6, 1997, are hereby incorporated by reference. -3- 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents, each as filed by Westinghouse Electric Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1996. (b) The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1997. (c) The Company's Current Reports on Form 8-K reporting events on December 31, 1997, February 10, 1997, February 11, 1997, April 25, 1997, May 1, 1997, May 23, 1997, May 28, 1997, May 30, 1997, and June 18, 1997. (d) Description of the Company's Common Stock contained in its Registration Statement on Form 10 filed pursuant to the Exchange Act on May 15, 1935, as amended or updated pursuant to the Exchange Act. All documents subsequently filed by the Company pursuant to Sections 13(a) 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all shares covered hereby have been sold or which deregisters all such shares then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the respective date of filing of each such document. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 5. Interests of Named Experts and Counsel The validity of the Westinghouse Common Stock being offered hereby has been passed upon by Angeline C. Straka, Vice President, Secretary and Associate General Counsel of Westinghouse. Ms. Straka is an employee of Westinghouse and a participant in the Plans. Vernon J. Carpenter, Associate General Tax Counsel of Westinghouse has provided an opinion regarding the Plans' compliance with ERISA. Mr. Carpenter is an employee of Westinghouse and a participant in the Plans. Item 8. Exhibits Exhibit No. Description ---------- ----------- 4.1 Restated Articles of Incorporation of the Company as amended to December 13, 1996 (incorporated by reference to Exhibit 4.1 to Form S-8 filed on January 2, 1997). 4.2 By-laws of the Company, as amended to September 25, 1996 (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-4 filed October 22, 1996). 4.3 Rights Agreement (incorporated by reference to Exhibit 1 to Form 8-A filed on January 9, 1996). 5.1 Opinion of Angeline C. Straka, Vice President, Secretary and Associate General Counsel, as to the legality of the securities being registered. 5.2 Opinion of Vernon J. Carpenter, Esquire, Associate General Tax Counsel of the Company, as to the qualification of the -4- 5 Westinghouse Savings Program and CBS Employee Investment Plan under Section 401 of the Internal Revenue Code of 1986, as amended. 23.1 Consent of Counsel -- contained in opinion filed as Exhibit 5.1. 23.2 Consent of Counsel - contained in opinion filed as Exhibit 5.2. 23.3 Consent of KPMG Peat Marwick LLP. 23.4 Consent of Price Waterhouse LLP. 24 Powers of Attorney. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Westinghouse Electric Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 26th day of June, 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 of 1933, this Registration Statement has been signed by the following persons on the 26th day of June, 1997, in the capacities indicated: Signature Title * - --------------------------------- Director (Robert E. Cawthorn) * President and Director - --------------------------------- (Gary M. Clark) * - --------------------------------- Director (George H. Conrades) * Chairman and Chief Executive Officer - --------------------------------- (principal executive officer) (Michael H. Jordan) and Director * - --------------------------------- Director (David K.P. Li) -5- 6 * - --------------------------------- Director (David T. McLaughlin) * - --------------------------------- Director (Richard R. Pivirotto) * - --------------------------------- Director (Raymond W. Smith) * Executive Vice President and Chief - --------------------------------- Financial Officer (Fredric G. Reynolds) (principal financial officer) * Vice President and Chief - --------------------------------- Accounting Officer (Carol V. Savage) (principal accounting officer) *By /s/ LOUIS J. BRISKMAN --------------------- Louis J. Briskman Attorney-In-Fact -6- EX-5.1 2 EXHIBIT 5.1 1 Exhibit 5.1 and 23.1 June 26, 1997 Re: Westinghouse Electric Corporation Common Stock $1.00 per value 15,000,000 shares Westinghouse Savings Program, Westinghouse Employee Stock Plan and CBS Employee Investment Fund (the "Plans") Ladies and Gentlemen: This opinion is being submitted in connection with a Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, in respect of 15,000,000 shares of the Common Stock, per value $1.00 per share (the "Common Stock") of Westinghouse Electric Corporation (the "Company"). I have examined and am familiar with the Restated Articles and the By-laws, both as amended, of the Company, a Pennsylvania corporation. I am of the opinion that the Company is a duly organized and validly existing corporation under the laws of the Commonwealth of Pennsylvania. I am further of the opinion that the Company's proceedings to authorize the issuance of 15,000,000 shares of Common Stock for use under the Plans have been duly taken in accordance with the applicable law, and that said 15,000,000 shares of Common Stock have been duly authorized for issuance. In addition, I am of the opinion that the 15,000,000 shares reserved, when issued as provided in the Plans and the corporate proceedings related thereto, will be legally issued, fully paid and non-assessable. I know that I am referred to in the Registration Statement relating to the Common Stock. I hereby consent to such use of my name in such Registration Statement and to the use of this opinion for filing as Exhibit 5.1 to such Registration Statement. Very truly yours, /s/ ANGELINE C. STRAKA ---------------------------- Angeline C. Straka Vice President, Secretary and Associate General Counsel EX-5.2 3 EXHIBIT 5.2 1 Exhibit 5.2 and Exhibit 23.2 June 26, 1997 Westinghouse Electric Corporation 11 Stanwix Street Pittsburgh, PA 15222 Gentlemen: Re: Westinghouse Electric Corporation Savings Program and CBS Employee Investment Plan - -------------------------------------------------------------------------------- As Tax Counsel for Westinghouse Electric Corporation, I advise you as follows in connection with the Westinghouse Electric Corporation Savings Program and CBS Employee Investment Fund: (1) By letter dated May 12, 1986, the Internal Revenue Service (IRS) determined that the Westinghouse Personal Savings and Investment Plans, now known as the Westinghouse Savings Program, (Plan) as amended through May 21, 1986, met the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986, as amended (Code). (2) Westinghouse has requested that the IRS determine that the Plan, as amended subsequent to the May 12, 1986 IRS determination letter, remains in compliance with section 401(a) of the Code. The IRS has not responded to this request. (3) The Plan as subsequently amended since the May 12, 1986 IRS determination letter, remains in substantial compliance with the requirements of Section 401 (a) of the Code. The IRS may, however, require technical or other changes to the Plan as a condition for issuing a determination that the Plan as amended, continues to meet the requirements for qualification under the Code. Assuming that Westinghouse Electric Corporation approves such changes in a timely manner, the Plan as so amended will continue to meet the requirements for qualification under the Code. (4) By letter dated May 13, 1997, the IRS determined that the CBS Employee Investment Fund, met the qualification requirements of Section 401(a) of the Code. I know that I as referred to under the heading "Legal Opinion" in the Prospectus forming a part of the Registration Statement on Form S-8 relating to Westinghouse Common Stock. I hereby consent to such use of my name in such Registration Statement and to the use of this opinion for filing as Exhibit 5.2 to such Registration Statement. Very truly yours, /s/ VERNON J. CARPENTER ----------------------- Vernon J. Carpenter Associate General Tax Counsel EX-23.3 4 EXHIBIT 23.3 1 Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our reports dated January 29, 1997, appearing on pages 32 and 68 of Westinghouse Electric Corporation's Form 10-K for the year ended December 31, 1996, incorporated by reference in this Registration Statement on Form S-8. /s/ KPMG PEAT MARWICK LLP Pittsburgh, Pennsylvania June 23, 1997 EX-23.4 5 EXHIBIT 23.4 1 Exhibit 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Westinghouse Electric Corporation of our report dated February 12, 1996 except for the restatements discussed in notes 1 and 3 for which the dates are March 31, 1996 and November 13, 1996, appearing on page 32 of the Company's Form 10-K for the year ended December 31, 1996. We also consent to the incorporation by reference of our report on the financial statement schedule, which appears on page 69 of the Form 10-K. /s/ PRICE WATERHOUSE LLP - ------------------------ Price Waterhouse LLP Pittsburgh, Pennsylvania June 24, 1997 EX-24 6 EXHIBIT 24 1 Exhibit 24 WESTINGHOUSE SAVINGS PROGRAM ---------------------------- (W) EMPLOYEE STOCK PLAN ----------------------- CBS EMPLOYEE INVESTMENT FUND ---------------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8, 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 Registration Statement, and any and all amendments thereto, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, and to file said Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 30th day of May, 1997. /s/ Carol V. Savage ------------------- 2 Exhibit 24 WESTINGHOUSE SAVINGS PROGRAM ---------------------------- (W) EMPLOYEE STOCK PLAN ----------------------- CBS EMPLOYEE INVESTMENT FUND ---------------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8, 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 Registration Statement, and any and all amendments thereto, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, and to file said Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 28th day of May, 1997. /s/ R. E. Cawthorn ------------------ 3 Exhibit 24 WESTINGHOUSE SAVINGS PROGRAM ---------------------------- (W) EMPLOYEE STOCK PLAN ----------------------- CBS EMPLOYEE INVESTMENT FUND ---------------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8, 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 Registration Statement, and any and all amendments thereto, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, and to file said Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 28th day of May, 1997. /s/ George H. Conrades ---------------------- 4 Exhibit 24 WESTINGHOUSE SAVINGS PROGRAM ---------------------------- (W) EMPLOYEE STOCK PLAN ----------------------- CBS EMPLOYEE INVESTMENT FUND ---------------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8, 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 Registration Statement, and any and all amendments thereto, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, and to file said Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 28th day of May, 1997. /s/ Gary M. Clark ----------------- 5 Exhibit 24 WESTINGHOUSE SAVINGS PROGRAM ---------------------------- (W) EMPLOYEE STOCK PLAN ----------------------- CBS EMPLOYEE INVESTMENT FUND ---------------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8, 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 Registration Statement, and any and all amendments thereto, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, and to file said Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 28th day of May, 1997. /s/ Michael H. Jordan --------------------- 6 Exhibit 24 WESTINGHOUSE SAVINGS PROGRAM ---------------------------- (W) EMPLOYEE STOCK PLAN ----------------------- CBS EMPLOYEE INVESTMENT FUND ---------------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8, 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 Registration Statement, and any and all amendments thereto, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, and to file said Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 29th day of May, 1997. /s/ David K.P. Li ----------------- 7 Exhibit 24 WESTINGHOUSE SAVINGS PROGRAM ---------------------------- (W) EMPLOYEE STOCK PLAN ----------------------- CBS EMPLOYEE INVESTMENT FUND ---------------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8, 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 Registration Statement, and any and all amendments thereto, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, and to file said Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 28th day of May, 1997. /s/ David T. McLaughlin ----------------------- 8 Exhibit 24 WESTINGHOUSE SAVINGS PROGRAM ---------------------------- (W) EMPLOYEE STOCK PLAN ----------------------- CBS EMPLOYEE INVESTMENT FUND ---------------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8, 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 Registration Statement, and any and all amendments thereto, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, and to file said Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 28th day of May, 1997. /s/ Richard R. Pivirotto ------------------------ 9 Exhibit 24 WESTINGHOUSE SAVINGS PROGRAM ---------------------------- (W) EMPLOYEE STOCK PLAN ----------------------- CBS EMPLOYEE INVESTMENT FUND ---------------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8, 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 Registration Statement, and any and all amendments thereto, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, and to file said Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 28th day of May, 1997. /s/ Fredric G. Reynolds ----------------------- 10 Exhibit 24 WESTINGHOUSE SAVINGS PROGRAM ---------------------------- (W) EMPLOYEE STOCK PLAN ----------------------- CBS EMPLOYEE INVESTMENT FUND ---------------------------- POWER OF ATTORNEY ----------------- The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8, 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 Registration Statement, and any and all amendments thereto, with power where appropriate to affix the corporate seal of Westinghouse thereto and to attest said seal, and to file said Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 28th day of May, 1997. /s/ Raymond W. Smith -------------------- -----END PRIVACY-ENHANCED MESSAGE-----