<PAGE> 1
As filed with the Securities and Exchange Commission on June 15, 1998
Registration Number 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
CHICAGO TITLE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of 36-4217886
incorporation (I.R.S. Employer
or organization) Identification Number)
171 North Clark Street
Chicago, Illinois
(Address of Principal Executive 60601-3294
Offices) (Zip Code)
CHICAGO TITLE AND TRUST COMPANY SAVINGS AND PROFIT SHARING PLAN
(Full Title of the Plan)
Paul T. Sands, Jr., Esq.
Chicago Title Corporation
171 North Clark Street
Chicago, Illinois 60601-3294
(312) 223-2000
(Name, address and telephone number of agent for service)
------------------
Copies to:
Aileen C. Meehan, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000
------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed
Maximum Proposed
Title Of Offering Maximum Amount Of
Securities To Amount To Be Price Per Aggregate Registration
Be Registered(1) Registered Unit(2) Offering Price(2) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$1.00 per
share 170,000 $49 $8,330,000 $2,457.35
================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated for the sole purpose of computing the registration fee. Pursuant
to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum
offering price per unit is calculated as the average of the high and low
prices, reported by the New York Stock Exchange, Inc., of the common stock
of the registrant as of June 10, 1998.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by Chicago Title Corporation ("Chicago Title") (File No. 1-13995) or
the Chicago Title and Trust Company Savings and Profit Sharing Plan (the "CT&T
Savings Plan") are incorporated herein by reference and made a part hereof:
1. Chicago Title's Registration Statement on Form 10, as amended, filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including the description of the
Common Stock of Chicago Title contained in such Registration
Statement on Form 10; such description is qualified in its entirety
by reference to the (i) Certificate of Incorporation of Chicago
Title and (ii) By-Laws of Chicago Title, filed as Exhibits 3.1 and
3.2, respectively, to this Registration Statement, and any amendment
or report filed for the purpose of updating that description; and
2. The CT&T Savings Plan Annual Report on Form 11-K for the year ended
December 31, 1996 (the "1996 Form 11-K") filed pursuant to Section
15(d) of the Exchange Act.
All documents filed by Chicago Title or the CT&T Savings Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
The consolidated financial statements of Chicago Title and Trust
Company ("CT&T") and its subsidiaries included in Chicago Title's Registration
Statement on Form 10 and the financial statements of the CT&T Savings Plan
included in the 1996 Form 11-K have been incorporated herein by reference in
reliance upon the reports, also incorporated herein by reference, of KPMG Peat
Marwick LLP, independent certified public accountants, given on their authority
as experts in auditing and accounting.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
II-1
<PAGE> 4
ITEM 6. Indemnification of Directors and Officers.
Chicago Title is a Delaware corporation. CT&T and The Chicago Trust
Company ("TCTC") are Illinois corporations and may be deemed to be controlling
persons of the CT&T Savings Plan. Reference is made to Section 145 of the
Delaware General Corporation Law as to indemnification by Chicago Title of its
officers and directors and to Article 8, Section 8.75 of the Illinois Business
Corporation Act of 1983 as to indemnification by CT&T and TCTC of their
respective officers and directors. The general effect of such laws is to empower
a corporation to indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified in
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Article Ninth of Chicago Title's Certificate of Incorporation (which
Certificate of Incorporation is incorporated by reference as Exhibit 3.1 to this
Registration Statement), provides for the indemnification of Chicago Title's
officers and directors in accordance with the Delaware General Corporation Law,
and includes, as permitted by the Delaware General Corporation Law, certain
limitations on the potential personal liability of members of Chicago Title's
Board of Directors for monetary damages as a result of actions taken in their
capacity as Board members. Article Six, Section 10 of CT&T's By-laws provides
for the indemnification of CT&T's officers and directors in accordance with the
Illinois Business Corporation Act of 1983. Article 5 of TCTC's By-laws provides
for the indemnification of TCTC's officers and directors in accordance with the
Illinois Business Corporation Act of 1983.
The Chicago Title and Trust Company Savings and Profit Sharing Trust
(the "Trust Agreement") provides that to the extent permitted by law, CT&T,
TCTC, successor through corporate reorganization to CT&T in its fiduciary
capacity (the "Trustee"), any of the Trustee's employees that serve on the
committee (the "Committee") which, with CT&T, jointly administers the CT&T
Savings Plan, and any directors, officers and employees of any employer
participating in the CT&T Savings Plan (an "Employer") shall not be personally
liable for any act done or omitted to be done in good faith in the
administration of the trust (the "Trust") created by the Trust Agreement or the
CT&T Savings Plan. The Trust Agreement further provides that any employee of an
Employer that serves on the Committee, the directors and officers of any
Employer, and Committee members shall be indemnified and saved harmless from and
against any and all liability or claim of liability to which any of them may be
subjected by reason of any act done or omitted to be done in good faith in
connection with the administration of the CT&T Savings Plan or the Trust, or the
investment of the Trust fund. The Trustee shall be indemnified and saved
harmless by the Employers with respect to any liability or claim of liability to
which the Trustee may be subjected by reason of its good faith compliance with
any directions given in accordance with the provisions of the CT&T Savings Plan
or the provisions of the Trust by an investment manager, the Committee, CT&T or
any person duly authorized by CT&T, or by reason of its failure to take action
with respect to any assets of the Trust fund which are subject to investment
direction from an investment manager in the absence of direction.
II-2
<PAGE> 5
The directors and officers of Chicago Title, CT&T and TCTC are
covered by insurance policies indemnifying them against certain liabilities
arising under the Securities Act, which might be incurred by them in such
capacities.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
The documents listed hereunder are filed as exhibits hereto.
Exhibit Number Description
- -------------- -----------
3.1 Certificate of Incorporation of Chicago Title, as filed
with the Secretary of State of the State of Delaware on
March 26, 1998, filed as Exhibit 3.1 to Chicago Title's
Registration Statement on Form 10, is incorporated
herein by reference.
3.2 By-Laws of Chicago Title, filed as Exhibit 3.2 to
Chicago Title's Registration Statement on Form 10, are
incorporated herein by reference.
4.1(a) Chicago Title and Trust Company Savings and Profit
Sharing Plan as amended January 19, 1996, filed as
Exhibit 4.1 to Alleghany Corporation's Registration
Statement on Form S-8 (Registration No. 333-323), is
incorporated herein by reference.
4.1(b) Description of amendment to Chicago Title and Trust
Company Savings and Profit Sharing Plan, effective
January 19, 1996.
4.1(c) Fifth Amendment to Chicago Title and Trust Company
Savings and Profit Sharing Plan, dated June 8, 1998.
4.2(a) Chicago Title and Trust Company Savings and Profit
Sharing Trust as amended January 18, 1996, filed as
Exhibit 4.2 to Alleghany Corporation's Registration
Statement on Form S-8 (Registration No. 333-323), is
incorporated herein by reference.
4.2(b) Third Amendment to Chicago Title and Trust Company
Savings and Profit Sharing Trust, dated June 8, 1998.
5 Opinion and Consent of Dewey Ballantine LLP.
23.1 Consent of Dewey Ballantine LLP (included in Exhibit 5
hereto).
23.2 Consent of KPMG Peat Marwick LLP.
II-3
<PAGE> 6
Chicago Title will cause the CT&T Savings Plan, as amended to date,
to be submitted to the Internal Revenue Service ("IRS") in a timely manner and
will cause to be made all changes required by the IRS in order to qualify such
plan.
ITEM 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
- -----------------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) 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.
(3) 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.
(b) The undersigned registrant hereby undertakes 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the
II-4
<PAGE> 7
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.
II-5
<PAGE> 8
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the registrant 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 New York, State of New York, on the 15th day of
June, 1998.
CHICAGO TITLE CORPORATION
By: /s/ Peter R. Sismondo
---------------------------------
Peter R. Sismondo
President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: June 15, 1998 By: /s/ John J. Burns, Jr.
--------------------------------
John J. Burns, Jr.
Director
Date: June 15, 1998 By: /s/ Robert M. Hart
--------------------------------
Robert M. Hart
Director
Date: June 15, 1998 By: /s/ Peter R. Sismondo
--------------------------------
Peter R. Sismondo
Director, President and Secretary
(Principal executive officer,
principal financial officer
and principal accounting officer)
<PAGE> 9
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustee of the CT&T Savings Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on the 15th day of June,
1998.
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT SHARING PLAN
By: /s/ Seymour A. Newman
------------------------------------
Seymour A. Newman
Senior Vice President, Chief Financial
Officer and Treasurer, The Chicago
Trust Company
<PAGE> 10
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
3.1 Certificate of Incorporation of Chicago Title, as filed
with the Secretary of State of the State of Delaware on
March 26, 1998, filed as Exhibit 3.1 to Chicago Title's
Registration Statement on Form 10, is incorporated
herein by reference.
3.2 By-Laws of Chicago Title, filed as Exhibit 3.2 to
Chicago Title's Registration Statement on Form 10, are
incorporated herein by reference.
4.1(a) Chicago Title and Trust Company Savings and Profit
Sharing Plan as amended January 19, 1996, filed as
Exhibit 4.1 to Alleghany Corporation's Registration
Statement on Form S-8 (Registration No. 333-323), is
incorporated herein by reference.
4.1(b) Description of amendment to Chicago Title and Trust
Company Savings and Profit Sharing Plan, effective
January 19, 1996.
4.1(c) Fifth Amendment to Chicago Title and Trust Company
Savings and Profit Sharing Plan, dated June 8, 1998.
4.2(a) Chicago Title and Trust Company Savings and Profit
Sharing Trust as amended January 18, 1996, filed as
Exhibit 4.2 to Alleghany Corporation's Registration
Statement on Form S-8 (Registration No. 333-323), is
incorporated herein by reference.
4.2(b) Third Amendment to Chicago Title and Trust Company
Savings and Profit Sharing Trust, dated June 8, 1998.
5 Opinion and Consent of Dewey Ballantine LLP.
23.1 Consent of Dewey Ballantine LLP (included in Exhibit 5
hereto).
23.2 Consent of KPMG Peat Marwick LLP.
<PAGE> 1
Exhibit 4.1(b)
The Chicago Title and Trust Company Savings and Profit-Sharing Plan, as amended,
was further amended as follows effective January 19, 1996, except as otherwise
noted.
1. By adding the following sentence immediately after the second paragraph of
Section 2.7 of the plan:
"For purposes of the OBRA '93 annual compensation limit, a family group
(as defined in Section 5.8) shall be treated as a single employee and the
OBRA '93 annual compensation limit will be allocated pro rata according to
such family members' annual compensation (determined without regard to
these limits)."
2. By substituting the following for the last sentence of Section 3.1 of the
plan:
"Any employee scheduled to work less than 20 hours a week and any limited
term employee retained in employment beyond the initial term of contract
shall be eligible to participate in the Plan upon completion of a year of
eligibility service. A 'year of eligibility service' is the completion of
1,000 Hours of Service or more during the first twelve months of
employment or during any Plan Year ending after such twelve months of
employment, subject to any age requirement as described in this Section."
3. By adding the following sentence at the end of Section 5.4 of the plan:
"The Trustee shall hold Participants' before-tax contributions in a
separate account that is fully vested and nonforfeitable."
4. By adding the following sentence at the end of Section 5.10 of the plan:
"Any matching contributions and earnings thereon which are attributable to
before-tax contributions reduced under this Section shall be forfeited and
applied to reduce Employer contributions."
5. By substituting the following for Section 7.7 of the plan:
"Definition of Annual Addition. For purposes of this Article except
Section 7.10, the term "annual addition" shall mean the sum for any Plan
Year of the following amounts allocated to the account of a Participant.
A. Salary reduction contributions and Employer contributions under
Article 2 (including any forfeitures used to reduce matching
Employer contributions);
<PAGE> 2
B. Forfeitures arising under Article 18; and
C. Employer contributions under Article 23."
6. By adding the following at the end of Section 12.6 of the plan:
"In no event shall distribution commence later than the 60th day after the
latest of the close of the Plan Year in which (i) the participant attains
age 65, (ii) the 10th anniversary of the participant's participation in
the plan occurs, or (iii) the participant's termination of employment
occurs."
7. By adding the following sentence after the last sentence of Section 12.10
of the plan:
"If the distribution of benefits commences before a participant's death,
the remaining interest will be distributed at least as rapidly under the
method of distribution being used as of the date of such participant's
death."
8. By adding the following Section 15.4 to the plan:
"15.4. No Interest in Employers. The Employers shall have no right, title
or interest in Plan assets, nor shall any part of the Plan assets
revert or be repaid to an Employer, directly or indirectly, unless:
A. a contribution is made by an Employer by mistake of fact and
such contribution is returned to such Employer within one year
after payment to the Trustee; or
B. a contribution conditioned on the deductibility thereof is
disallowed as an expense for federal income tax purposes and
such contribution (to the extent disallowed) is returned to
such Employer within one year after the disallowance of the
deduction,
The amount of any contribution that may be returned to an Employer
pursuant to subparagraph (a) or (b) above must be reduced by any
portion thereof previously distributed from the Trust and by any
losses of the Trust allocable thereto, and in no event may the
return of such contribution cause any participant's account
balances to be less than the amount of such balances had the
contribution not been made under the Plan."
2
<PAGE> 3
9. By adding the following paragraph after the last sentence of Section 17.4:
"D. Vesting A participant in the +PLUS Account shall be eligible to
receive benefits from, or vest in, the +PLUS Account upon completion
of three years of Vesting Service."
10. By adding a new Section 21.6 to Article Twenty-One reading as follows:
"21.6 Chicago Title Company of Alameda County. Effective August 1, 1996
(but subject to an adjustment from said date to actual transfer of
account balances), the assets of Chicago Title Company of Alameda
County Profit Sharing and Secured Investment Plan shall be merged
into and consolidated with the Plan. All accounts from such plan
will be fully vested and non-forfeitable and the terms of this Plan
shall be continued from and after the date of the merger with
respect to such accounts."
3
<PAGE> 1
Exhibit 4.1(c)
FIFTH AMENDMENT TO
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT-SHARING PLAN
The undersigned, acting pursuant to authority granted under certain
resolutions duly adopted by the Board of Directors of Chicago Title and Trust
Company, does hereby consent to and approve on behalf of Chicago Title and Trust
Company the following Amendment to the Chicago Title and Trust Company Savings
and Profit-Sharing Plan, as amended and restated through January 19, 1996, with
an effective date as specified in each of the particulars:
1. Effective as of January 1, 1997, by deleting the third paragraph of
Section 2.5 of the plan.
2. Effective as of January 1, 1997, by adding the following sentence at the
end of Section 2.6 of the plan:
"For all purposes of the plan, an individual shall be an 'employee' of or
be 'employed' by an Employer for any Plan Year only if such individual is
treated by an Employer for such Plan Year as its employee for purposes of
employment taxes and wage withholding for Federal income taxes, regardless
of any subsequent reclassification by an Employer, any governmental agency
or court."
3. Effective June 4, 1998, by adding the following sentence at the end of
Section 2.7 of the plan:
"Effective on or about June 4, 1998, Montag & Caldwell, Inc., Chicago
Trust Company, Chicago Deferred Exchange, and Security Trust Company will
no longer be Related Companies under Plan and as soon as practicable
thereafter assets and liabilities of the Plan attributable to employees of
such Employers shall be transferred to another plan maintained for their
benefit in accordance with Section 414(1) of the Code. For purposes of
determining the Return on Equity for purposes of Section 6.2 of the Plan
solely for 1998, the term "Company" shall include Alleghany Asset
Management, Inc. ("Alleghany") and all of its subsidiaries as of the date
Alleghany was no longer a Related Company under the Plan."
4. Effective as of January 1, 1997, by substituting the following sentence
for the first sentence of Section 2.10 of the plan:
"'Leased Employee' means any person who is not an employee of an Employer,
<PAGE> 2
but who has provided services for an Employer under primary direction or
control by an Employer, on a substantially full time basis for a period of
at least one year, pursuant to an agreement between an Employer and a
leasing organization."
5. Effective as of January 1, 1993, by substituting the following two
sentences for the last two sentences of Section 3.1 of the plan:
"Any employee scheduled to work less than 20 hours a week and any limited
term employee retained in employment beyond the initial term of contract
shall be eligible to participate in the Plan upon completion of a year of
eligibility service, subject to any age requirement as described in this
Section. A 'year of eligibility service' is the completion of 1,000 Hours
of Service or more during the first twelve months of employment or during
any Plan Year ending after such twelve months of employment."
6. Effective as of December 12, 1994, by adding the following Section 4.6 to
the plan:
"4.6 Qualified Military Service. Notwithstanding any provision of the
Plan to the contrary, contributions, benefits and service credit
with respect to qualified military service will be provided in
accordance with Section 414(u) of the Code."
7. Effective as of February 3, 1997, by substituting the following sentence
for the first sentence of Section 5.4 of the plan:
"Before-tax contributions shall be paid by an Employer to the Trustee as
soon practicable, but no later than the 15th business day of the next
following month."
8. Effective as of January 1, 1997, by deleting the last four sentences of
Section 5.8 of the plan.
9. Effective as of January 1, 1997, by substituting the following for the
first two sentences of Section 5.9 of the plan:
"A 'highly compensated participant' means any participant who:
a. was a 5 percent owner of the Company or a Related Company during the
current or immediately preceding Plan Year; or
b. received annual compensation from the Company and/or a Related
-2-
<PAGE> 3
Company of more than $80,000 (or such greater amount as may be
determined by the Commissioner of Internal Revenue) during the
immediately preceding Plan Year and was in the top-paid 20% of the
employees for such Year.
For purposes of this Section, compensation means compensation as
defined in Section 5.8 of the Plan. The determination of highly
compensated participants will be made in accordance with regulations
under Section 4 14(q) of the Code."
10. Effective as of January 1, 1997, by substituting the following sentence
for the second sentence of Section 5.10 of the plan:
"Such reduction shall be effected by reducing the before-tax contributions
made on behalf of highly compensated participants (in the order of their
actual contribution amounts) beginning with the highly compensated
participant who deferred the largest contribution amount first, then
reducing such contributions to the next highest before-tax contribution
amount and so forth until such limitations are satisfied."
11. Effective as of January 1, 1997, by substituting the following for that
portion of Section 5.10 of the plan immediately following 5.l0iii.
thereof:
"Any matching contributions and earnings thereon which are attributable to
before-tax contributions reduced under this Section shall be forfeited and
applied to reduce Employer contributions."
12. Effective January 1, 1999, by adding the following for Section 6.lAii. to
the plan:
ii. Any base amount matching Employer contribution under this paragraph
will be made in the form of qualifying employer securities of the
Company.
13. By adding the following sentence at the end of Section 6.2 of the Plan:
"For purposes of this Section, and only for the year 1998, the term
Company shall include the Employers described in the last sentence of
Section 2.7 of the Plan."
14. Effective as of January 1, 1997, by deleting the fourth sentence of
Section 6.4 of the plan.
15. Effective as of January 1, 1998, by adding the following sentence at the
end of Section 7.3 of the plan:
-3-
<PAGE> 4
"The foregoing provisions of this Section 7.3 shall not be applicable for
Plan Years beginning after December 31, 1999."
16. Effective as of January 1, 1998, by substituting the following for Section
7.8 of the plan:
"7.8 Definition of 'Compensation'. For purposes of this Article except
for Section 7.10, the term 'compensation' shall mean a participant's
total cash compensation for services rendered to an Employer as an
employee, determined in accordance with Section 415(c)(3) of the
Code and the regulations thereunder, but including any elective
deferrals (as defined in Section 402(g)(3) of the Code) and any
amount contributed or deferred by an Employer at the participant's
election which is excludable from income under Section 125 of the
Code."
17. Effective for the first payroll period beginning on or after the date the
Company's common stock becomes publicly traded, by adding the following
sentence at the end of Section 8.3 of the plan:
"No employee and employer contributions will be invested in this Fund and
no transfers from another investment fund to this Fund may be made."
18. Effective for the first payroll period beginning on or after the date the
Company's common stock becomes publicly traded, by adding the following
new Section 8.3A to the plan:
"8.3A Chicago Title Stock Fund. The Trustee shall establish and maintain
as one of the investment funds authorized under Section 8.2, an
investment fund invested in Chicago Title Corporation common stock
together with such cash reserves as the Trustee may deem appropriate
for liquidity or other prudent purposes.
The Chicago Title Stock Fund shall be maintained using the unit
method of accounting with shares of stock owned by the Trustee.
Participants will have no right of distribution in kind from the
Fund. All shares of the Fund will be voted by the Trustee with the
use of such independent fiduciaries as it may, from time to time,
deem appropriate.
Participants, other than Participants who are employed by Alleghany
or any of its subsidiaries as of the date Alleghany and its
subsidiaries are no longer Related Companies under the Plan, shall
have credited to the Chicago Title
-4-
<PAGE> 5
Stock Fund any Chicago Title Corporation common stock spun-off to
such Participants by Alleghany Corporation."
19. Effective as of August 21, 1997, by substituting the following for Section
8.6 of the plan:
"8.6 Investment Changes and Transfers. A participant may direct a change
in the investment of future contributions in whole multiples of 1%
from one investment medium to another on a daily basis in accordance
with administrative procedures promulgated for the Plan. Transfer of
funds from one investment medium to another may be done on a daily
basis in accordance with administrative procedures promulgated for
the Plan. A Participant is allowed an unlimited number of investment
changes and transfers. Any base amount matching Employer
contribution made pursuant to Section 6.lAii. of the Plan in the
form of Chicago Title Corporation common stock may not be
transferred to another investment fund and shall be held only in the
Chicago Title Stock Fund."
20. Effective as of December 12, 1994, by adding the following to the end of
Section 10.4 of the plan:
"H. If allowed by the Committee, loan repayments will be suspended under
the Plan during a period of qualified military service as provided
under Section 414(u)(4) of the Code."
21. "Effective as of January 19, 1996, by substituting the following for
Section 12.2 of the plan:
"12.2 Partial Vesting. A participant terminating employment other than as
provided in Section 12.1 shall be entitled, determined as of the
Valuation Date preceding or coincident with such termination, to
receive the full value of account balances attributable to
before-tax and after-tax employee contributions (as described in
Sections 5.1 and 6.1), including income, losses, appreciation and
depreciation, and the portion of the participant's account
attributable to Employer contributions (other than the +Plus
Account) and related income, losses, appreciation and depreciation
in which the participant is vested under the Plan pursuant to
Section 11.1."
22. Effective as of January 1, 1998, by substituting "$5,000" for "$3,500"
where the latter appears in Section 12.6 of the plan.
-5-
<PAGE> 6
23. Effective as of January 1, 1997, by substituting the following two
sentences for the second sentence of Section 12.10 of the plan:
"Distribution of a participant's benefits shall be made (or installment
payments shall commence) by April 1 of the calendar year next following
the later of the calendar year in which the Participant attains age 70-1/2
or the calendar year in which his termination of employment occurs (his
'required commencement date'); provided, however, that the required
commencement date of a Participant who is a five percent owner (as defined
in Section 416 of the Code) with respect to the plan year in the calendar
year in which he attains age 70-1/2 shall be April 1 of the next following
calendar year. Notwithstanding the foregoing, an employee who was a
Participant in the Plan on December 31, 1996 may elect to commence
distribution of his benefits on April 1 of the calendar year next
following the calendar year in which he attains age 70-1/2."
24. Effective as of January 1, 1997, by substituting "$160,000" for "$200,000"
where the latter appears in Section 17.3H of the plan.
25. Effective as of January 1, 1997, by adding the following sentence at the
end of Section 17.4C of the plan:
"The foregoing provisions of this Section 17.4C shall not be applicable
for Plan Years beginning after December 31, 1999."
26. Effective as of January 29, 1998, by adding a new Section 21.7 to the
plan:
"21.7 Yuma Title & Trust Company, Inc.. Effective January 29, 1998 (but
subject to an adjustments from said date to actual transfer of
account balances), the assets of Yuma Title & Trust Company, Inc.
401(k) and Profit Sharing Plan shall be merged into and consolidated
with the Plan. All accounts from such plan will be fully vested and
nonforfeitable and the terms of this Plan shall be continued from
and after the date of the merger with respect to such accounts.
27. Effective as of January 1, 1995, by substituting the following for Section
23.3 of the plan:
-6-
<PAGE> 7
"23.3 Vesting. Notwithstanding any other provisions of the Plan, a
participant in the +Plus Account shall be 100% vested in the +Plus Account
if the participant has completed five years of Vesting Service and shall
not be vested in the +Plus Account if the participant has completed less
than five years of Vesting Service."
28. Effective as of June 1, 1995, by substituting the following for the middle
column in Section 23.4 of the Plan:
<TABLE>
<CAPTION>
===========================
Percent of All Base Pay
(annual average)
---------------------------
<S> <C>
1.0%
---------------------------
2.5%
---------------------------
4.0%
---------------------------
6.0%
---------------------------
8.5%
===========================
</TABLE>
Executed this 8th day of June, 1998.
CHICAGO TITLE AND TRUST COMPANY
By: /s/ Thomas J. Adams
------------------------
Title: Vice President
-----------------
-7-
<PAGE> 1
Exhibit 4.2(b)
THIRD AMENDMENT TO THE
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT-SHARING TRUST
This Third Amendment to The Chicago Title and Trust Company Savings and
Profit Sharing Trust to that certain Chicago Title and Trust Company Savings and
Profit Sharing Trust dated December 24, 1994, and last amended January 18, 1996,
is made and entered into this 8th day of June 1998, by and between CHICAGO TITLE
AND TRUST COMPANY (CT&T), in its corporate capacity, and THE CHICAGO TRUST
COMPANY (Chicago Trust), as successor Trustee under the Trust.
The parties hereby agree to amend the Trust as follows:
1. By substituting the name "The Chicago Trust Company" for the name "Chicago
Title and Trust Company" as the "Trustee" under the Trust.
2. By substituting the following for paragraph IV-3 of the Trust:
"IV-3. Special Investment Funds.
(a) Effective March 1, 1996, subject to the approval of the
Benefits Policy Committee, the Trustee shall establish and
maintain one of the investment funds authorized under Section
IV-I above as an investment fund to be invested in Alleghany
Corporation Common Stock and such cash as the Trustee shall
deem appropriate for liquidity or other prudent purposes. The
Alleghany Corporation Common Stock fund shall be maintained
utilizing the unit accounting method with ownership of shares
in the Trustee. Participants will have no right of
distribution in kind of their interests in the Fund. All
shares of the Fund will be voted by the Trustee with the use
of such independent fiduciaries as the Trustee may, from time
to time, deem appropriate.
(b) Effective on or about June 4, 1998, the Trustee shall
establish and maintain one of the investment funds authorized
under Section IV-l above as an investment fund to be invested
in Chicago Title Corporation Common Stock and such cash as the
Trustee shall deem appropriate for liquidity and other prudent
purposes. The Chicago Title Corporation Common Stock Fund
shall be maintained utilizing the unit accounting method with
ownership of shares in
<PAGE> 2
the Trustee. Participants will have no right of distribution
in kind of their interests in the Fund. All shares of the Fund
will be voted by the Trustee with the use of such independent
fiduciaries as the Trustee may, from time to time, deem
appropriate."
Except as provided herein, the Trust as amended shall remain in full force
and effect.
Executed this 8th day of June, 1998.
CHICAGO TITLE AND TRUST COMPANY THE CHICAGO TRUST COMPANY
in its corporate capacity as Trustee as Aforesaid
By: /s/ Thomas J. Adams By: /s/ Seymour A. Newman
--------------------------- ----------------------
Vice President Senior Vice President
<PAGE> 1
Exhibit 5
DEWEY BALLANTINE LLP
1301 Avenue of the Americas
New York 10019-6092
TEL 212 259-8000 FAX 212 259-6333
June 15, 1998
Chicago Title Corporation
171 North Clark Street
Chicago, Illinois 60601
Re: Registration Statement on Form S-8 Filed with the Securities and
Exchange Commission on June 15, 1998
Gentlemen:
We are acting as counsel for Chicago Title Corporation, a Delaware
corporation ("Chicago Title"), in connection with the registration by Chicago
Title under the Securities Act of 1933, as amended (the "Act"), of 170,000
shares of common stock, par value $1.00 per share (the "Shares"), to be offered
pursuant to the Chicago Title and Trust Company Savings and Profit Sharing Plan
(the "CT&T Savings Plan") under the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (the "Registration Statement"). The
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the CT&T Savings Plan.
We are familiar with the proceedings of Chicago Title relating to
the authorization and issuance of the Shares. In addition, we have made such
further examinations of law and fact as we have deemed appropriate in connection
with the opinion hereinafter set forth. We express no opinion as to the law of
any jurisdiction other than the laws of the State of New York and the corporate
laws of the State of Delaware.
Based upon the foregoing, we are of the opinion that the Shares to
be offered pursuant to the CT&T Savings Plan have been duly authorized and, when
issued in accordance with the resolutions of the Board of Directors of Chicago
Title authorizing such issuance, will be validly issued, fully paid and
nonassessable.
<PAGE> 2
Chicago Title Corporation
June 15, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or under the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Chicago Title Corporation:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm as experts in the registration statement.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
June 15, 1998
