<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 CORPORATION EMPLOYEE STOCK PURCHASE 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
-----------------------
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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 Registered Unit (1) Offering Price (1) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$1.00 per
share 1,000,000 $49 $49,000,000 $14,455
================================================================================
</TABLE>
(1) 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 document filed with the Securities and Exchange
Commission by Chicago Title Corporation ("Chicago Title") (File No. 1-13995) is
incorporated herein by reference and made a part hereof:
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.
All documents filed by Chicago Title 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 have been incorporated herein by reference in reliance upon
the report, 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.
ITEM 6. Indemnification of Directors and Officers.
Chicago Title is a Delaware corporation. Reference is made to
Section 145 of the Delaware General Corporation Law as to indemnification by
Chicago Title of its officers and directors. The general effect of such law 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
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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.
The directors and officers of Chicago Title 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.
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.
99 Chicago Title Corporation Employee Stock Purchase
Plan.
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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
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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 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
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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.
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SIGNATURES
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> 8
INDEX TO EXHIBITS
Exhibit Number Description
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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.
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.
99 Chicago Title Corporation Employee Stock Purchase
Plan.
<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 1,000,000
shares of common stock, par value $1.00 per share (the "Shares"), to be offered
pursuant to the Chicago Title Corporation Employee Stock Purchase Plan (the
"Stock Purchase Plan") under the Registration Statement on Form S-8 filed with
the Securities and Exchange Commission (the "Registration Statement").
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 Stock Purchase 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 report 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
<PAGE> 1
Exhibit 99
CHICAGO TITLE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
.......................
Section 1. Purpose of the Plan
The purpose of the Chicago Title Corporation Employee Stock Purchase
Plan (the "Plan") is to provide employees of Chicago Title Corporation ("Chicago
Title") and designated Subsidiaries an opportunity to acquire a proprietary
interest in Chicago Title through the purchase of shares of the common stock,
$1.00 par value, of Chicago Title ("Common Stock"). It is intended that the Plan
qualify as an "employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986, as amended ("Code"), and the provisions of the Plan shall
be construed accordingly.
Section 2. Definitions
For purposes of the Plan, the following terms shall be defined as
set forth below:
(a) "Business Day" means each day that the New York Stock Exchange,
Inc. (or such other exchange on which Common Stock is principally traded on the
date of reference) is open for the transaction of business.
(b) "Corporate Transaction" means either:
(i) a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of
Chicago Title's outstanding securities are transferred to a person
or persons different from the persons holding those securities
immediately prior to such transaction; or
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(ii) the complete liquidation or dissolution of Chicago Title.
(c) "Fair Market Value" means, with respect to Common Stock, the
mean of the high and low sales prices of Common Stock on the relevant date as
reported on the stock exchange or market on which the Common Stock is primarily
traded, or if no sale is made on such date, then the Fair Market Value is the
weighted average of the mean of the high and low sales prices of Common Stock on
the next preceding day and the next succeeding day on which such sales were
made, as reported on the stock exchange or market on which Common Stock is
primarily traded.
(d) "Participating Company" shall mean Chicago Title and each
Subsidiary which the Committee has designated to participate in the Plan.
(e) "Offering Period" means each period which begins on a
Commencement Date and ends on a Purchase Date during which Eligible Employees
may purchase Common Stock pursuant to an Offering under the Plan.
(f) "Commencement Date" shall mean the first Business Day of each
Offering Period.
(g) "Eligible Employee" means any person who, on a Commencement
Date, (i) is customarily employed by any Participating Company as an employee
for more than twenty (20) hours per week and for more than five (5) months in
any calendar year, and (ii) has completed two (2) years of employment with
Chicago Title and any Subsidiary, or such lesser periods as the Committee may
from time to time establish with respect to an Offering.
(h) "Purchase Date" shall mean the last Business Day of each
Offering Period.
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(i) "Offering" means any proposal made in accordance with the terms
and conditions of the Plan permitting Eligible Employees to purchase Common
Stock under the Plan during an Offering Period.
(j) "Subsidiary" shall mean any corporation which is a "subsidiary"
of Chicago Title, as that term is defined in Section 424(f) of the Code.
Section 3. Administration of the Plan
The Plan shall be administered by the Compensation Committee of the
Board of Directors of Chicago Title (the "Committee"). Any action of the
Committee in administering the Plan shall be final, conclusive and binding on
all persons, including Chicago Title, its Subsidiaries, employees, persons
claiming rights from or through employees and the stockholders of Chicago Title.
Subject to the provisions of the Plan, the Committee shall have full
and final authority in its discretion (a) to designate the Subsidiaries whose
employees will participate in the Plan, (b) to determine the maximum number of
shares of Common Stock to be acquired by each Eligible Employee during each
Offering Period, (c) to determine the terms and conditions of each Offering; (d)
to determine the length of each Offering Period and the Commencement Date
thereof; (e) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan; (f) to adopt, amend and rescind such rules and
regulations as, in its opinion, may be advisable in the administration of the
Plan and the conduct of each Offering; and (g) to make all other determinations
as it may deem necessary or advisable for the administration of the Plan.
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Section 4. Participation in the Plan
(a) Only individuals who are an employee of Chicago Title or a
Subsidiary shall be eligible to acquire Common Stock pursuant to any Offering
under the Plan. Except as provided in paragraph (b) hereof, every Eligible
Employee (as established by the Committee) on the Commencement Date of an
Offering shall be eligible to participate in such Offering, provided such
individual remains an Eligible Employee until the Purchase Date.
(b) Notwithstanding any provisions of the Plan to the contrary, no
Eligible Employee shall be eligible to participate in any Offering if:
(i) on the Commencement Date, such Eligible Employee (or any other person
whose stock would be attributed to such Eligible Employee pursuant to
Section 424(d) of the Code) would own stock and/or hold outstanding
options to purchase stock possessing five (5) percent or more of the total
combined voting power or value of all classes of stock of Chicago Title or
a Subsidiary; or
(ii) the Eligible Employee belongs to a class or group of Eligible
Employees that the Committee deems ineligible for participation in any
Offering (as the Committee may do from time to time), so long as the
exclusion of such class or group of Eligible Employees from participation
in an Offering does not jeopardize the qualification of the Plan under
Section 423 of the Code or other applicable law.
Section 5. Offerings
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(a) The Plan shall be implemented by a series of Offerings to all
Eligible Employees, the duration and frequency of which will be specified from
time to time by the Committee.
(b) Each Offering shall permit each Eligible Employee to purchase on
the Purchase Date Common Stock at a purchase price per share which shall not be
less than the lower of (i) eighty-five percent (85%) of the Fair Market Value of
the Common Stock on the Commencement Date, or (ii) eighty-five percent (85%) of
the Fair Market Value of Common Stock on the Purchase Date.
(c) No Offering Period pursuant to the Plan shall be for a period
greater than 27 months from the Commencement Date.
(d) All Eligible Employees participating in an Offering under the
Plan shall have the same rights and privileges, except that the Committee may
from time to time provide for differences in the rights and privileges of
Eligible Employees so long as such differences do not jeopardize the
qualification of the Plan under Section 423 of the Code or violate other
applicable law.
Section 6. Shares Available under the Plan
(a) Subject to the provisions of Section 7 hereof, the aggregate
number of shares of Common Stock available for purchase pursuant to all
Offerings under the Plan shall not exceed 1,000,000 shares. Shares of Common
Stock to be purchased under the Plan may be either authorized but unissued
shares of Common Stock or shares of Common Stock held as treasury shares.
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(b) If the total number of shares of Common Stock to be purchased on
any Purchase Date when added to the number of shares of Common Stock previously
issued pursuant to Offerings under the Plan exceeds the maximum number of shares
then available under the Plan, the Committee shall make a pro rata allocation of
the shares available for purchase in such Offering in as nearly a uniform manner
as shall be practicable and as it shall determine to be equal, and the amounts
received from each Eligible Employee in excess of the amounts applied to
purchase Common Stock shall be refunded to each Eligible Employee.
Section 7. Adjustments upon Changes in Capitalization
In the event that the Committee determines that any stock dividend,
recapitalization, forward split or reverse split, reorganization, merger,
consolidation, spin-off, combination share exchange or other similar corporate
transaction or event, affects the Common Stock such that an adjustment is
appropriate in order to prevent dilution or enlargement of the rights of
Eligible Employees under the Plan, then the Committee shall, in such manner as
it may deem equal, adjust any or all of (i) the number and kind of shares of
Common Stock which may thereafter be available under the Plan, (ii) the number
and kind of shares of Common Stock issuable in respect of any current Offering,
and (iii) the purchase price relating to any purchase of Common Stock to be
acquired in any Offering; provided, however, that no adjustment shall be made
if, or to the extent that, such adjustment would cause the Plan to violate
Section 423 of the Code.
Section 8. Accrual Limitations
No Eligible Employee shall be entitled to accrue rights to acquire
Common Stock in any Offering under this Plan (which right shall accrue on the
Commencement Date for an
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Offering Period) if and to the extent such accrual, when aggregated with (i)
rights to purchase Common Stock accrued under any other Offering under this Plan
during the same calendar year and (ii) rights accrued under any other employee
stock purchase plan (within the meaning of Section 423 of the Code) of Chicago
Title or any Subsidiary during the same calendar year, would cause such Eligible
Employee to be able to purchase more than Twenty-Five Thousand Dollars ($25,000)
worth of Common Stock or stock of any Subsidiary (determined on the basis of the
Fair Market Value of such Common Stock or stock on the Commencement Date or the
dates such other rights are granted) for each calendar year such rights are at
any time outstanding.
Section 9. General Provisions
(a) Neither the Plan nor any action taken hereunder shall be
construed as giving any employee any right to be retained in the employ of
Chicago Title or any Subsidiary, and no employee of any Subsidiary shall have
any claim or right to participate in any Offerings under the Plan.
(b) No right of an Eligible Employee to purchase Common Stock
pursuant to an Offering under the Plan shall be assigned or transferred by such
Eligible Employee and such rights to purchase Common Stock pursuant to an
Offering shall be exercisable during the lifetime of the Eligible Employee only
by the Eligible Employee.
(c) No Offering shall confer on any Eligible Employee any of the
rights of a stockholder of Chicago Title unless and until Common Stock is duly
issued or transferred to the Eligible Employee in accordance with the terms of
the Offering.
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(d) Upon the date of any Corporate Transaction, any outstanding
Offering under the Plan will terminate and such date shall be treated as the
Purchase Date, and in lieu of the issuance of Common Stock to participating
Eligible Employees, there shall be paid for each share of Common Stock, as
nearly as reasonably may be determined, the cash, securities and/or property
which a holder of one share of the Common Stock was entitled to receive upon and
at the time of such Corporate Transaction.
(e) The validity and construction of the Plan and the terms of each
Offering shall be governed by the laws of the State of Delaware.
Section 10. Effective Date; Amendment; Termination
(a) The Plan shall become effective if and when approved by the
stockholders of Chicago Title.
(b) The Board of Directors of Chicago Title may terminate the Plan
or amend the Plan from time to time; provided, however, that the Board of
Directors of Chicago Title shall not, without the approval of the stockholders
of Chicago Title (i) increase the number of shares available for purchase
pursuant to all Offerings, (ii) change the class of persons eligible to
participate in Offering under the Plan, or (iii) reduce the purchase price of
Common Stock below that set forth in Section 5(b) herein.
(c) Unless sooner terminated as provided in paragraph (b) above, the
Plan shall terminate when all shares available for issuance under the Plan have
been purchased pursuant to an Offering under the Plan, or the date of any
Corporate Transaction, if earlier.
8
