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As filed with the Securities and Exchange Commission on October 5, 1999
Registration Number 333-______
SECURITES 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)
<TABLE>
<S> <C>
Delaware 36-4217886
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
171 North Clark Street
Chicago, Illinois 60601-3294
(Address of Principal Executive (Zip Code)
Offices)
</TABLE>
CHICAGO TITLE AND TRUST COMPANY SAVINGS AND PROFIT SHARING PLAN
(Full Title of the Plan)
Paul T. Sands, Jr., Esq.
Executive Vice President,
General Counsel and Secretary
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:
Linda E. Ransom, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000
------------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum
Title Of Proposed Maximum Aggregate Amount of
Securities To Be Amount To Be Offering Price Per Offering Price Registration
Registered (1) Registered Unit (2) (2) Fee
- ------------------------- ----------------- --------------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$1.00 per share 500,000 $39.65625 $19,828,125.00 $5,512.22
- ------------------------- ----------------- --------------------- ------------------ ---------------
</TABLE>
(1) Represents shares of Common Stock issuable pursuant to the Chicago Title
and Trust Company Savings and Profit Sharing Plan (the "CT&T Savings
Plan") being registered hereon. 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.
Furthermore, 170,000 shares of Common Stock issuable pursuant to the CT&T
Savings Plan were previously registered with the Securities and Exchange
Commission on June 15, 1998 on Registration Statement No. 333-56843.
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(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 September 30, 1999.
<PAGE> 3
INCORPORATION OF EARLIER REGISTRATION STATEMENT
The contents of Registration Statement No. 333-56843 are incorporated
herein by reference.
ITEM 8. Exhibits.
The documents listed hereunder are filed as exhibits hereto.
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<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
23 Consent of KPMG LLP.
24 Power of Attorney (included on Signature Page).
</TABLE>
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Chicago, State of
Illinois, on the 5th day of October, 1999.
CHICAGO TITLE CORPORATION
By /s/John Rau
-------------------------------------
John Rau
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
does hereby constitute and appoint John Rau and Paul T. Sands, Jr., and each of
them, with full powers of substitution, his or her true and lawful
attorneys-in-fact and agents to do any and all acts and things and to execute
any and all instruments which said attorneys-in-fact and agents may deem
necessary or advisable to enable the registrant to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Act of shares of Common Stock and interests registered
pursuant hereto, including specifically, but without limitation thereof, power
and authority to sign his or her name, in any and all capacities set forth
beneath his or her name, to any amendment to this Registration Statement in
respect of said shares and to any documents filed as part of or in connection
with said Registration Statement or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents do or cause to be
done by virtue hereof.
Date: October 5, 1999 CHICAGO TITLE CORPORATION
By /s/ John Rau
-------------------------------------
John Rau
President and Chief Executive Officer
and Director
(principal executive officer)
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Date: October 5, 1999 By /s/ Peter G. Leemputte
----------------------------------
Peter G. Leemputte
Executive Vice President,
Chief Administrative Officer
and Chief Financial Officer
(principal financial officer)
Date: October 5, 1999 By /s/ Bryan R. Willis
----------------------------------
Bryan R. Willis
Vice President and
Corporate Controller
(principal accounting officer)
Date: October 5, 1999 By /s/ Norman R. Bobins
----------------------------------
Norman R Bobins
Director
Date: October 5, 1999 By /s/ John J. Burns, Jr.
----------------------------------
John J. Burns, Jr.
Director
Date: By___________________________________
Peter H. Dailey
Director
Date: October 5, 1999 By /s/ John F. Farrell, Jr.
----------------------------------
John F. Farrell, Jr.
Director
<PAGE> 6
Date: October 5, 1999 By /s/ Robert M. Hart
----------------------------------
Robert M. Hart
Director
Date: By___________________________________
Philip G. Heasley
Director
Date: October 5, 1999 By /s/ Allan P. Kirby, Jr.
__________________________________
Allan P. Kirby, Jr.
Director
Date: October 5, 1999 By /s/ M. Leanne Lachman
----------------------------------
M. Leanne Lachman
Director
Date: October 5, 1999 By /s/ William K. Lavin
__________________________________
William K. Lavin
Director
Date: October 5, 1999 By /s/ Lawrence F. Levy
----------------------------------
Lawrence F. Levy
Director
Date: October 5, 1999 By /s/ Margaret P. MacKimm
__________________________________
Margaret P. MacKimm
Director
Date: October 5, 1999 By /s/ Langdon D. Neal
----------------------------------
Langdon D. Neal
Director
<PAGE> 7
Date: October 5, 1999 By /s/ Alan N. Prince
------------------------------------
Alan N. Prince
Director
Date: October 5, 1999 By /s/ Richard P. Toft
------------------------------------
Richard P. Toft
Director
<PAGE> 8
The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 5th day of
October, 1999.
CHICAGO TITLE AND TRUST
COMPANY SAVINGS AND PROFIT
SHARING PLAN
By /s/ Seymour A. Newman
---------------------------------------
Name: Seymour A. Newman
Title: Senior Vice President
Chief Financial Officer
and Treasurer, The Chicago
Trust Company
<PAGE> 9
INDEX TO EXHIBITS
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<CAPTION>
Exhibit Number Description
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<S> <C>
23 Consent of KPMG LLP.
24 Power of Attorney (included on Signature Page).
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Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Chicago Title Corporation
We consent to the use of our reports incorporated herein by reference in the
registration statement.
/s/ KPMG LLP
Chicago, Illinois
October 5, 1999
