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As filed with the Securities and Exchange Commission on June 26, 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
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(Exact name of Registrant as specified in its charter)
Pennsylvania 25-0877540
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222
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(Address of Registrant's principal executive offices, including zip code)
Westinghouse Savings Program
Westinghouse Employee Stock Plan
CBS Employee Investment Fund
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(Full title of the plan)
ANGELINE C. STRAKA
Vice President, Secretary and Associate General Counsel
Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222
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(Name and address of agent for service)
(412) 244-2300
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(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
- ---------- ------------- -------------- -------------- ------------
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)
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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 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.
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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.
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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 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
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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
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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
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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 26th day
of June, 1997, in the capacities indicated:
Signature Title
*
- --------------------------------- Director
(Robert E. Cawthorn)
* President and Director
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(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)
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*
- --------------------------------- 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
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Louis J. Briskman
Attorney-In-Fact
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