As filed with the Securities and Exchange Commission on May 2, 1994
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WHITMAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-6076573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3501 Algonquin Road, Rolling Meadows, Illinois 60008
(Address of Principal Executive Offices including Zip Code)
WHITMAN CORPORATION MASTER RETIREMENT SAVINGS PLAN
(Full title of the plan)
WILLIAM B. MOORE
Vice President, Secretary and General Counsel
Whitman Corporation
3501 Algonquin Road
Rolling Meadows, Illinois 60008
(Name and address of agent for service)
(708) 818-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share (1) price (1) fee
Common Stock 750,000 $15.50 $11,625,000 $4,009
Without Par shares
Value (2)
(1) Based upon the average of the high and low sales prices for the
Common Stock, as reported for New York Stock Exchange Composite
Transactions on April 26, 1994, pursuant to Rule 457(c).
(2) Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein. This Registration
Statement also pertains to Rights to purchase shares of Junior
Participating Second Preferred Stock (Series 1) of the Registrant
(the "Rights"). Included with each share of Common Stock is one
Preferred Share Purchase Right. Until the occurrence of certain
prescribed events the Rights are not exercisable, are evidenced by
the certificates for the Common Stock and will be transferred along
with and only with such securities. Thereafter, separate Rights
certificates will be issued representing one Right for each share
of Common Stock held subject to adjustment pursuant to anti-
dilution provisions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is currently
included in the Summary Plan Description of the Whitman
Corporation Master Retirement Savings Plan (the "Plan") and in one
or more Supplements to such Summary Plan Description, and is not
being filed with or included in this Registration Statement on
Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and
Exchange Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement, except
to the extent that any statement or information contained therein
is modified, superseded or replaced by a statement or information
contained in any subsequently filed document incorporated herein
by reference.
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993.
(b) The description of securities to be registered contained
in the Registration Statement filed pursuant to Section 12
of the Securities Exchange Act of 1934 (the "1934 Act")
relating to the Registrant's Common Stock, including any
amendments or reports filed for the purpose of updating
such description.
(c) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the 1934 Act since December 31,
1993.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
such securities remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the respective dates of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby has been passed
upon for the Registrant by William B. Moore, Vice President,
Secretary and General Counsel of the Registrant. Mr. Moore owns,
and has options to purchase, shares of the Registrant's Common
Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware permits indemnification of directors, officers, employees
and agents of corporations under certain conditions and subject
to certain limitations. Article V of the Registrant's By-Laws
provides for indemnification of any director, officer, employee or
agent of the Registrant, or any person serving in the same
capacity in any other enterprise at the request of the Registrant,
under certain circumstances. Article NINTH of the Registrant's
Certificate of Incorporation eliminates the liability of directors
of the Registrant under certain circumstances for breaches of
fiduciary duty to the Registrant and its shareholders.
Directors and officers of the Registrant are insured, at the
expense of the Registrant, against certain liabilities which might
arise out of their employment and which might not be subject to
indemnification under the By-Laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this Registration Statement are listed on the
accompanying Index to Exhibits. See also the undertaking in Item
9(a).
Item 9. Undertakings.
(a) The Registrant undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal
Revenue Service in a timely manner and has made or will make all
changes required by the Internal Revenue Service in order to
qualify the Plan under Section 401 of the Internal Revenue Code.
(b) 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, as
amended (the "1933 Act");
(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 (i) and (ii)
above do not apply if the information required
to be included in a post-effective amendment by
those paragraphs is contained in periodic
reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the 1933 Act, 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.
(c) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) 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.
(d) Insofar as indemnification for liabilities arising under
the 1933 Act 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 Commission such indemnification is against
public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of
such issue.
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 Rolling Meadows, and the State of Illinois, on this 2nd day of
May, 1994.
WHITMAN CORPORATION
By /s/ WILLIAM B. MOORE
William B. Moore
Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on May 2, 1994.
Signature Title
BRUCE S. CHELBERG* Chairman and Chief Executive
Bruce S. Chelberg Officer (principal executive
officer) and Director
THOMAS L. BINDLEY* Executive Vice President
Thomas L. Bindley (principal financial officer)
FRANK T. WESTOVER* Senior Vice President-Controller
Frank T. Westover (principal accounting officer)
RICHARD G, CLINE* Director
Richard G. Cline
JAMES W. COZAD* Director
James W. Cozad
PIERRE S. DU PONT IV* Director
Pierre S. du Pont IV
ARCHIE R. DYKES* Director
Archie R. Dykes
HELEN GALLAND* Director
Helen Galland
C. Jackson Grayson, Jr. Director
DONALD P. JACOBS* Director
Donald P. Jacobs
Director
Charles S. Locke
HARRY A. MERLO* Director
Harry A. Merlo
*By /s/WILLIAM B. MOORE
William B. Moore
Attorney-in-fact
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Plan has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rolling Meadows and State of Illinois,
on the 2nd day of May, 1994.
Whitman Corporation
Master Retirement Savings Plan
By /s/ THOMAS L. BINDLEY
Thomas L. Bindley
Chairman of the Committee for the Plan
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4(a) Certificate of Incorporation of
the Registrant, as restated April
30, 1987, and subsequently
amended through June 24, 1992
(incorporated herein by reference
to Exhibit (3) of the
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1992).
4(b) By-Laws of the Registrant, as
amended July 17, 1989
(incorporated herein by reference
to Exhibit (3) to the
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1989).
4(c) Rights Agreement dated as of January
20, 1989, between the Registrant and
the Rights Agent (incorporated herein
by reference to Exhibit 1 to the
Registrant's Registration Statement on
Form 8-A filed on January 27, 1989).
5 Opinion of Counsel re Legality.
23(a) Consent of Independent Auditors.
23(b) Consent of Counsel (included in Exhibit 5).
24 Powers of Attorney.
EXHIBIT 5
WHITMAN CORPORATION
3501 Algonquin Road
Roling Meadows, Illinois 60008
May 2, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Whitman Corporation Master Retirement Savings Plan
Registration Statement on Form S-8
Gentlemen:
This refers to the Registration Statement on Form S-8
(the "Registration Statement"), covering 750,000 shares
of the Common Stock without par value ("Common Stock"), of
Whitman Corporation, a Delaware corporation (the "Company"),
issuable pursuant to the Company's Master Retirement Savings
Plan (the "Plan").
I have examined and am familiar with the Company's
Restated Certificate of Incorporation and By-Laws, in each
case as amended to date, as well as the Plan. I have also
examined such other documents, corporate records and
instruments as I have deemed necessary for the purposes of
this opinion.
Based upon the foregoing, it is my opinion that the
shares of Common Stock being registered, when issued and
delivered in accordance with the terms of the Plan, will be
legally and validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ William B. Moore
William B. Moore
Vice President, Secretary
and General Counsel
WBM/oi
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
of Whitman Corporation:
We consent to the use of our reports dated January 13, 1994,
relating to the consolidated financial statements of Whitman
Corporation and Subsidiaries as of December 31, 1993 and
1992, and for each of the years in the three-year period
ended December 31, 1993, and the related financial statement
schedules, respectively, incorporated herein by reference.
Our report relating to the consolidated financial statements
refers to a change in the method of accounting for
postretirement benefits other than pensions.
/s/ KPMG Peat Marwick
Chicago, Illinois
April 29, 1994
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of WHITMAN CORPORATION, a Delaware corporation (the "Company"),
which is about to file with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of 750,000 shares of the
Company's Common Stock pursuant to the Whitman Corporation Master
Retirement Savings Plan, hereby constitutes and appoints THOMAS L.
BINDLEY, WILLIAM B. MOORE and FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign such Registration Statement and any and
all amendments thereto (including post-effective amendments), and to file
such Registration Statement and amendments, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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 and to all
intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
on the date indicated.
Date Date
/s/ Bruce S. Chelberg 8/25/94 /s/ Pierre S. du Pont IV 8/25/94
Bruce S. Chelberg Pierre S. du Pont IV
/s/ Thomas L. Bindley 8/25/94 /s/ Archie R. Dykes 8/25/94
Thomas L. Bindley Archie R. Dykes
/s/ Frank T. Westover 8/26/94 /s/ Helen Galland 8/26/94
Frank T. Westover Helen Galland
/s/ Richard G. Cline 8/27/94 /s/ Donald P. Jacobs 8/26/94
Richard G. Cline Donald P. Jacobs
/s/ James W. Cozad 8/25/94 /s/ Harry A. Merlo 8/26/94
James W. Cozad Harry A. Merlo
