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As filed with the Securities and Exchange Commission on October 9, 1997
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
The Gaylord Entertainment Company Amended and Restated
1993 Stock Option and Incentive Plan and
The Gaylord Entertainment Company 1991 Amended and
Restated Stock Option and Incentive Plan
(the "Gaylord Plans")
(Full title of the plan)
LOUIS J. BRISKMAN
Senior Vice President and 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)
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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
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Common Stock,
par value $1.00
per share. . . . . . 131,868 $28.4688 $3,754,124 $1,137.50
Preferred Stock
Purchase Rights. . . (3) (3) (3)
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(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 closing price of the Registrant's Common
Stock as reported on the New York Stock Exchange on October 6, 1997.
(3) The Preferred Stock Purchase Rights of Westinghouse Electric
Corporation ("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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, each as filed by Westinghouse 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) Westinghouse's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as amended by Form 10-K/A Amendment No. 1 filed on
July 14, 1997;
(b) Westinghouse's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1997, as amended by Form 10-Q/A Amendment No. 1 filed
on July 14, 1997 and June 30, 1997;
(c) Westinghouse's Current Reports on Form 8-K reporting events on
December 31, 1996, February 10, 1997, February 11, 1997, April 25, 1997, May 1,
1997, May 23, 1997, May 28, 1997, May 30, 1997, June 18, 1997, July 28, 1997,
September 15, 1997, September 19, 1997 and October 2, 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 securities offered hereby have been sold or which deregisters all such
securities 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 4. Description of Securities
Not applicable.
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 but does not participate in the Gaylord Plans.
Item 6. Indemnification of Directors and Officers
Section 1741 of the Business Corporation Law of the Commonwealth of
Pennsylvania (the "BCL") empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or proceeding (a "Proceeding"), whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a representative of the corporation or is or was serving at the request of
the corporation as a representative of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and
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amounts paid in settlement actually and reasonably incurred by him in connection
with such Proceeding, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. Section 1742 of the BCL empowers a corporation to
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another corporation or
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of the action if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, provided that indemnification
shall not be made in respect of any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation unless there is a
judicial determination that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for the expenses that the
court deems proper.
Section 1743 of the BCL provides that to the extent a representative
of a corporation has been successful on the merits or otherwise in defense of
any Proceeding, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 1745 of the BCL provides that expenses (including attorneys'
fees) incurred in defending a Proceeding may be paid by the corporation in
advance of the final disposition of such Proceeding upon receipt of an
undertaking by or on behalf of the representative to repay such amount if it is
ultimately determined that he is not entitled to be indemnified by the
corporation.
Section 1746 of the BCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other sections
of the BCL shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise.
However, Section 1746 also provides that such indemnification shall not be made
in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
The Company provides for indemnification of its directors and officers
pursuant to Article ELEVENTH of the Restated Articles of Incorporation of the
Company and Article XVII of the By-laws of the Company. Article ELEVENTH of the
Restated Articles and Article XVII of the By-laws provide in effect that, with
respect to Proceedings based on acts or omissions on or after January 27, 1987,
and unless prohibited by applicable law, the Company shall indemnify directors
and officers against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection with any such Proceedings
(subject to certain limitations in the case of actions by such persons against
the Company). Under Article XVII, the Company shall also advance amounts to any
director or officer during the pendency of any such Proceedings against
expenses incurred, provided that, if required by law, the Company receives an
undertaking to repay such amount if it is ultimately determined that such
person is not to be indemnified under such Article. The indemnification
provided for in such Articles is in addition to any rights to which any
director or officer may otherwise be entitled. Article XVII of the By-laws
provides that the right of a director or officer to such indemnification and
advancement of expenses shall be a contract right and further provides
procedures for the enforcement of such right.
The Company has purchased directors' and officers' liability insurance
policies indemnifying its officers and directors and the officers and directors
of its subsidiaries against claims and liabilities (with stated
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exceptions) to which they may become subject by reason of their positions with
the Company or its subsidiaries as directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
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4.1 Restated Articles of Incorporation of the Company as amended
to July 25, 1997 (incorporated by reference to Exhibit 3(a) to
Form 10-Q for the quarter ended June 30, 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-K filed on January 9, 1996).
4.4 Gaylord Entertainment Company Amended and Restated 1993 Stock
Option and Incentive Plan.
4.5 Gaylord Entertainment Company Amended and Restated 1991 Stock
Option and Incentive Plan.
5 Opinion of Angeline C. Straka, Vice President, Secretary and
Associate General Counsel, as to the legality of the
securities being registered.
23.1 Consent of Counsel -- contained in opinion filed as Exhibit 5.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Price Waterhouse LLP.
24 Powers of Attorney.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering;
(d) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(e) insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
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persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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 9th day of October, 1997.
Westinghouse Electric Corporation
By: /s/ LOUIS J. BRISKMAN
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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 9th day
of October, 1997, in the capacities indicated:
Signature Title
* Chairman and Chief Executive Officer
- --------------------------------- (principal executive officer)
(Michael H. Jordan) and Director
*
- --------------------------------- Director
(Frank C. Carlucci)
*
- --------------------------------- Director
(Robert E. Cawthorn)
*
--------------------------------- Director
(Gary M. Clark)
*
- --------------------------------- Director
(George H. Conrades)
*
- --------------------------------- Director
(William H. Gray III)
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*
- --------------------------------- Director
(Mel Karmazin)
*
- --------------------------------- Director
(David K.P. Li)
*
- --------------------------------- Director
(David T. McLaughlin)
*
- --------------------------------- Director
(Richard R. Pivirotto)
*
- --------------------------------- Director
(Raymond W. Smith)
*
- --------------------------------- Director
(Paula Stern)
*
- --------------------------------- Director
(Robert D. Walter)
* 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
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Louis J. Briskman
Attorney-In-Fact
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