SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
The Securities Act of 1933
ILLINOIS CENTRAL CORPORATION
(Exact name of registrant as specified in its charger)
Delaware 13-3545405
(State or other jurisdiction of (Employer
incorporation or organization) Identification No.)
455 North Cityfront Plaza Drive
Chicago, Illinois 60611
ILLINOIS CENTRAL CORPORATION
1990 LONG TERM INCENTIVE PLAN
(Full Title of the Plan)
Ronald A. Lane, Esq.
Vice President and General Counsel and Secretary
Illinois Central Corporation
455 North Cityfront Plaza Drive, 20th Floor
Chicago, Illinois 60611
(Name and address of agent for service)
Telephone Number, including area code, of agent for service:
(312) 755-7500
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Offering Maximum Amount
Securities Price Aggregate of
to be Number of Per Offering Registration
Registered Shares Share* Price Fee
Illinois
Central
Corporation 1,000,000 $33.4375 33,437,500 11,531
Common shares
Stock ($.001
par value)
* Estimated pursuant to Rule 457 of the General Rules and
Regulations under the Securities Act of 1933 solely for the
purpose of computing the registration fee, based on the
average of the high and low sale prices of the securities
being registered hereby on the New York Stock Exchange on
February 14, 1995.
<PAGE>
This Registration Statement covers additional securities of the
same class as the securities covered by Registration Statement
No. 33-41052 filed with the Securities and Exchange Commission on
June 4, 1991 and which related to an employee benefit plan. That
Registration Statement is incorporated herein by reference.
EXHIBIT INDEX
Exhibit Exhibit Sequentially
Number Description Numbered Page
5 Opinion of Counsel regarding E-1
legality of the securities
23.1 Consent of Arthur Anderson & Co. E-2
23.2 Consent of Counsel (see Exhibit 5)
25 Power of Attorney (included on page 4)
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Illinois Central 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 Chicago, State of Illinois, on the
15th day of February, 1995.
ILLINOIS CENTRAL CORPORATION
By: /s/ Dale W. Phillips
Vice President and Chief
Financial Officer
<PAGE>
POWER OF ATTORNEY
The Registrant and each person whose signature appears below
constitutes and appoints E. Hunter Harrison, Dale W. Phillips and
Ronald A. Lane, and any agent for service named in this
Registration Statement and each of them, his, her or its true and
lawful attorneys-in-fact and agents, with full power of all
capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, 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 or necessary to be done in and about the
premises, as fully to all intents and purposes as he, she, or it
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.
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.
/s/ E. Hunter Harrison President and Chief February 15, 1995
E. Hunter Harrison Executive Officer
(principal executive
officer) and Director
/s/ Thomas A. Barron Director February 15, 1995
Thomas A. Barron
/s/ George D. Gould Director February 15, 1995
George D. Gould
/s/ William B. Johnson Director February 15, 1995
William B. Johnson
/s/ Gilbert H. Lamphere Director February 15, 1995
Gilbert H. Lamphere
/s/ Alexander P. Lynch Director February 15, 1995
Alexander P. Lynch
/s/ Samuel F. Pryor, IV Director February 15, 1995
Samuel F. Pryor, IV
/s/ F. Jay Taylor Director February 15, 1995
F. Jay Taylor
/s/ John V. Tunney Director February 15, 1995
John V. Tunney
/s/ Alan H. Waskhowitz Director February 15, 1995
Alan H. Washkowitz
/s/ Dale W. Phillips Vice President & February 15, 1995
Dale W. Phillips Chief Financial
Officer
(principal
financial
officer)
/s/ John V. Mulvaney Controller February 15, 1995
John V. Mulvaney (principal
accounting
officer)
Exhibit 5
Schiff Hardin & Waite
7200 Sears Tower
Chicago, IL 60606
February 15, 1995
Illinois Central Corporation
455 North Cityfront Plaza Drive, 20th Floor
Chicago, IL 60611
Ladies and Gentlemen:
We are acting as special counsel for Illinois Central Corporation
(the "Company") in connection with the filing of a registration
statement (the "Registration Statement") on Form S-8 under the
Securities Act of 1933, as amended, relating to 1,000,000 shares
of common stock, par value $.001 per share (the "Common Stock"),
deliverable in accordance with the Illinois Central Corporation
1990 Long Term Incentive Plan as referred to in such Form S-8
(the "Plan").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments
relating to the adoption and amendment of the Plan as we have
deemed necessary or advisable for the purposes of this opinion.
Upon the basis of the foregoing, we are of the opinion that the
Common Stock deliverable pursuant to the Plan has been duly
authorized and, when and to the extend issued pursuant to the
Plan, upon receipt by the Company of adequate consideration
therefor, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Schiff Hardin & Waite
Schiff Hardin & Waite
E-1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by refernce in this Form S-8 Registration Statement
of our report dated January 19, 1994, included in Illinois
Central Corporation's Annual Report on Form 10-K for the year
ended December 31, 1993, and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
February 15, 1995
E-2
