SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CUMMINS ENGINE COMPANY, INC.
____________________________
(Exact name of registrant as specified in its charter)
Indiana 35-0257090
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
500 Jackson Street, Box 3005, Columbus, Indiana 47202-3005
(Address of Principal Executive Offices) (Zip Code)
CUMMINS ENGINE COMPANY, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Pamela F. Carter
Vice President - General Counsel and Secretary
Cummins Engine Company, Inc.
500 Jackson Street
Box 3005
Columbus, Indiana 47202-3005
(Name and address of agent for service)
812-377-3519
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
________________________________________________________________________
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share* price* fee
________________________________________________________________________
Common Stock,
par value $2.50 500,000
per share Shares $36.91 $18,455,000 $5,130.49
________________________________________________________________________
*Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 by utilizing the average of the high and low prices
on the New York Stock Exchange Composite Tape on November 13, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
_______________________________________
The documents listed below have been filed by the
Corporation with the Commission and are incorporated herein by
reference:
(a) The Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.
(b) The Corporation's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 29, 1998.
(c) The Corporation's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 28, 1998.
(d) The Corporation's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 27, 1998.
(e) The description of the common stock, par value $2.50
per share, of the Corporation (the "Common Stock"), included
in the Corporation's Registration Statement No. 333-42687 on
Form S-3, filed under the Securities Act of 1933 (the "1933
Act").
All documents filed by the Corporation pursuant to
Section 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 Common Stock offered hereby
has been sold, or which deregisters all such Common Stock then
remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 6. Indemnification of Directors and Officers
_________________________________________
Article VI of the By-laws of the Corporation sets forth
certain rights of the directors and officers of the Corporation
to indemnification.
Section 23-1-37 of the Indiana Code provides that
Indiana corporations have the power to indemnify their directors,
officers, employees and agents against certain expenses and
liabilities in connection with actions, suits and proceedings and
the power to maintain certain insurance policies against
liabilities incurred by such officers, directors, employees and
agents.
The Corporation maintains insurance policies that
provide for indemnification of directors, officers, employees and
agents against certain liabilities.
Item 8. Exhibits
________
Exhibit No.
___________
23 - Consent of Arthur Andersen LLP
24 - Power of Attorney
Item 9. Undertakings
____________
1. The Corporation hereby undertakes:
(a) 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; (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 registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Corporation pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference 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.
2. The Corporation hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Corporation's annual report pursuant to
Section 13(a) or 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 the
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.
3. 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 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.
(PAGE)
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Corporation certifies that it has reasonable grounds to
believe that it meets all 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 Columbus, State of Indiana on the 17th day of November,
1998.
CUMMINS ENGINE COMPANY, INC.
by: /s/ Pamela F. Carter
____________________
Pamela F. Carter
Vice President - General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities indicated on the 17th day of
November, 1998.
Signatures
*
________________________ Director and Chief Executive
J. A. Henderson Officer
(Principal Executive Officer)
*
________________________ Director and President and
T. M. Solso Chief Operating Officer
*
________________________ Director
H. Brown
*
________________________ Director
R. J. Darnall
*
________________________ Director
J. M. Deutch
*
________________________ Director
W. Y. Elisha
*
________________________ Director
H. H. Gray
*
________________________ Director
W. I. Miller
*
________________________ Vice President-Corporate Controller
R. J. Mills (Principal Accounting Officer)
*
________________________ Vice President and Chief
K. M. Patel Financial Officer
*
________________________ Director
W. D. Ruckelshaus
*
________________________ Director
H. B. Schacht
*
________________________ Director
F. A. Thomas
*
________________________ Director
J. L. Wilson
*By: /s/Pamela F. Carter
___________________
Pamela F. Carter
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
_____________
Exhibit
Number Description Page
______ ___________________________________ ____
23 Consent of Arthur Andersen LLP 8
24 Power of Attorney 9
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
__________________________________________
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 26, 1998 included in Cummins Engine Company,
Inc.'s Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 13, 1998
EXHIBIT 24
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/James A. Henderson
_______________________
James A. Henderson
Director and
Chief Executive Officer
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/Theodore M. Solso
__________________________
Theodore M. Solso
Director and President and
Chief Operating Officer
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/Harold Brown
_______________
Harold Brown
Director
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/Robert J. Darnall
_______________________
Robert J. Darnall
Director
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/John M. Deutch
_________________
John M. Deutch
Director
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/Walter Y. Elisha
___________________
Walter Y. Elisha
Director
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/Hanna H. Gray
________________
Hanna H. Gray
Director
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/William I. Miller
____________________
William I. Miller
Director
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/William D. Ruckelshaus
_________________________
William D. Ruckelshaus
Director
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/Henry B. Schacht
___________________
Henry B. Schacht
Director
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/Franklin A. Thomas
_____________________
Franklin A. Thomas
Director
CUMMINS ENGINE COMPANY, INC.
POWER OF ATTORNEY
____________________________
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Kiran M. Patel and Pamela F. Carter and
each of them, with full power to act without the other, as his
true and lawful attorney-in-fact and agent, with full and several
powers of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed under the
Securities Act of 1933 by Cummins Engine Company, Inc. (the
"Corporation") in connection with the offering of the
Corporation's Common Stock to employees pursuant the
Corporation's Employee Stock Purchase Plan and any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1998
/s/J. Lawrence Wilson
_______________________
J. Lawrence Wilson
Director
