Exhibit Index on Page 9
As filed with the Securities and Exchange Commission on June 13, 1997
Registration No. 333-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
CARSON PIRIE SCOTT & CO.
(Exact name of registrant as specified in its charter)
Illinois 37-0175980
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
331 W. Wisconsin Avenue, Milwaukee, Wisconsin 53203
(Address, including zip code, of principal executive offices)
CARSON PIRIE SCOTT & CO. 1993 STOCK INCENTIVE PLAN,
AS AMENDED AND RESTATED AS OF MARCH 19, 1997
(Full title of the plan)
Charles J. Hansen
Vice President, General Counsel, and Secretary
Carson Pirie Scott & Co.
331 W. Wisconsin Avenue, Milwaukee, Wisconsin 53203, (414) 347-5307
(Name, address, and phone number (including area code) of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
Common Shares, 600,000 $31.5625(2) $18,937,500(2) $5,739
$.01 Par Value(3) shares(3)
- -----------------------------
(1) The Registration Statement also covers an indeterminate number of shares of
Common Stock that may be issuable by reason of stock splits, stock dividends or
similar transactions in accordance with Rule 416 under the Securities Act of
1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and 457(c) under the Securities Act based upon the
average of the high and low prices of the Registrant's Common Shares, $.01 par
value (the "Common Shares"), on the New York Stock Exchange on June 9, 1997.
(3) And associated Common Share Purchase Rights. Value attributable to such
Rights, if any, is reflected in the market price of the Common Shares.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
- -------
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to participants as specified by
Rule 428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
- -------
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference into the Section 10(a) Prospectus), other
documents required to be delivered to eligible participants pursuant to Rule
428(b), or additional information about the Carson Pirie Scott & Co. 1993 Stock
Incentive Plan, as Amended and Restated as of March 19, 1997, and its
administrators are available without charge by contacting:
Charles J. Hansen
Vice President, General Counsel and Secretary
Carson Pirie Scott & Co.
331 W. Wisconsin Avenue
Milwaukee, Wisconsin 53203
(414) 347-5307
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- -------
The following documents heretofore filed with the Commission by Carson
Pirie Scott & Co. (the "Registrant") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
February 1, 1997.
(b) The Registrant's Current Reports on Form 8-K, dated March 3, 1997 and
May 14, 1997.
(c) The description of the Common Shares contained in the Registration
Statement on Form 8-A (No. 1-9770), as filed with the Commission on November 15,
1994, which incorporates such description by reference to the Company's
Registration Statement on Form S-1 (No. 33-67514) declared effective by the
Commission on October 29, 1993, including any subsequent amendment or report
filed for the purpose of updating such description.
(d) The description of the Registrant's Common Share Purchase Rights
contained in the Registration Statement on Form 8-A (No. 1-13480), as filed with
the Commission on November 15, 1994, including any subsequent amendment or
report filed for the purpose of updating such description.
(e) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since February 1, 1997.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities 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 4. DESCRIPTION OF SECURITIES.
- -------
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- -------
The legality of the securities registered hereby will be passed upon for
the Registrant by Charles J. Hansen, Vice President, General Counsel and
Secretary of the Registrant. As of June 9, 1997, Mr. Hansen was the beneficial
owner of 273.24 Common Shares and options to purchase 28,400 Common Shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- -------
Reference is made to Section 8.75 of the Illinois Business Corporation
Act, which permits a corporation to indemnify persons made a party to an action,
by reason of the fact that the person is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation or
enterprise. In the case of an action by or in the right of the corporation, no
indemnification may be made in respect of any matter as to which the person was
adjudged liable to the corporation unless, and only to the extent, the court in
which the action was brought determines that, despite the adjudication of
liability, the person is fairly and reasonably entitled to indemnity for proper
expenses. To the extent the person has been successful in the defense of any
matter, the person shall be indemnified against expenses actually and reasonably
incurred.
The Registrant's Amended and Restated Articles of Incorporation provides
that, to the fullest extent permitted by the Illinois Business Corporation Act
(the "IBCA"), as the same exists or may be amended, a director or officer of the
Registrant will be indemnified and held harmless against all expense, liability
and loss (including attorneys' fees, judgments, fines, and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in connection
with any threatened, pending or completed action, suit or proceeding to which
such person was or is made a party or is involved in by reason of the fact that
he or she is or was a director or officer of the Registrant or is or was serving
at the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent; provided, however, that, except as provided below,
the Registrant shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors.
Pursuant to the Articles of Incorporation, the Registrant may maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Registrant or another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against such person in
such capacity, whether or not the Registrant would have the power to indemnify
such person against such expense, liability or loss under the IBCA.
Pursuant to the Articles of Incorporation and Section 8.75 of the IBCA,
the Registrant maintains directors' and officers' liability insurance coverage.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- -------
Not applicable.
ITEM 8. EXHIBITS.
- -------
See Exhibit Index following the signature page of this Registration
Statement.
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;
(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
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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act and each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange 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.
(c) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 or 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 of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant 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
Milwaukee, State of Wisconsin, on June 12, 1997.
CARSON PIRIE SCOTT & CO.
By:/s/ Stanton J. Bluestone
--------------------------
Stanton J. Bluestone
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
- ------------- -------------------- ------
/s/ Stanton J. Bluestone
- --------------------------- Chairman of the Board June 12, 1997
Stanton J. Bluestone and Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Darren R. Jackson
- --------------------------- Senior Vice President and June 12, 1997
Darren R. Jackson Chief Financial Officer
(Principal Financial Officer)
/s/ David J. Biese
- --------------------------- Vice President and June 12, 1997
David J. Biese Controller(Principal
Accounting Officer)
*
- --------------------------- Director June 12, 1997
John W. Burden III
*
- --------------------------- Director June 12, 1997
Mark Dickstein
*
- --------------------------- Director June 12, 1997
Chaim Y. Edelstein
*
- --------------------------- Director June 12, 1997
Mark L. Kaufman
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*
- --------------------------- Director June 12, 1997
William I. Jenkins
/s/ Michael R. MacDonald
- --------------------------- Director June 12, 1997
Michael R. MacDonald
*By:/s/ Charles J. Hansen
----------------------------
Charles J. Hansen,
as Attorney-in-fact
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<PAGE>
EXHIBIT INDEX
Copies of documents listed below which are identified with an asterisk (*) have
previously been filed with the Commission and are incorporated into this
Registration Statement by reference and made a part hereof. The exhibit number
and the file number of each document previously filed and incorporated into this
Registration Statement by reference are set forth below. Exhibits not identified
with an asterisk are filed with this Registration Statement.
Exhibit Sequential
Number Description Page Numbers
- ------- ---------------------------- ------------
*4.1 Amended and Restated Articles of Incorporation
of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration
Statement No. 33-67514 relating to the Common
Shares (the "Common Shares Registration Statement")).
*4.2 Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 1 to the
Registrant's Current Report on Form 8-K
filed with the Commission on April 8, 1996).
*4.3 Carson Pirie Scott & Co. 1993 Stock Incentive Plan,
as amended and restated as of March 19, 1997
(incorporated by reference to Exhibit 10.18 to the
Registrant's Annual Report on Form 10-K for the
Registrant's fiscal year ended February 1, 1997
(the "1996 Form 10-K").
*4.4 Rights Agreement, dated as of November 2, 1993,
between the Registrant and Harris Trust and Savings
Bank (incorporated by reference to Exhibit 1 to
the Registrant's Report on Form 8-K filed with
the Commission on November 8, 1993).
*4.5 Quorum Agreement, dated March 18, 1994, among
the Registrant and its subsidiaries named therein
(incorporated by reference to Exhibit 4.5 to the
Annual Report on Form 10-K for the Registrant's
fiscal year ended January 29, 1994 (the "1993 Form
10-K")).
*4.6 Voting Agreement, dated October 29, 1993, among
the Registrant and its subsidiaries named therein
(incorporated by reference to Exhibit 4.6 to the
1993 Form 10-K).
*4.7 Revolving Credit and Guaranty Agreement, dated as of
May 24, 1996, among the Registrant, certain of the
Registrant's subsidiaries, the lenders named therein,
ABN AMRO Bank N.V., as agent, and Dresdner Bank AG
and The CIT Group/Business Credit, Inc., as co-agents
(incorporated by reference to Exhibit 4.1 to the
1996 Form 10-K)
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5.1 Opinion of Charles J. Hansen, Esq. 11
23.1 Consent of KPMG Peat Marwick LLP. 13
23.2 Consent of Charles J. Hansen, Esq. (included
in the opinion filed as Exhibit 5.1 to this
Registration Statement).
24.1 Powers of Attorney. 14
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EXHIBIT 5.1
[Carson Pirie Scott & Co. Letterhead]
June 13, 1997
Carson Pirie Scott & Co.
331 West Wisconsin Avenue
Milwaukee, WI 53203
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") of Carson Pirie Scott & Co. ("Carson") relating to the registration
of 600,000 Common Shares, $.01 par value (the "Shares"), and common share
purchase rights relating to such Shares, issuable pursuant to the provisions of
the Carson Pirie Scott & Co. 1993 Stock Incentive Plan, as amended and restated
on March 19, 1997 (the "Plan"). Carson intends to file the Registration
Statement with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. The terms of the common share purchase rights are set forth
in the Rights Agreement dated as of November 2, 1993 (the "Rights Agreement"),
between Carson and Harris Trust and Savings Bank, as Rights Agent.
I am familiar with the proceedings to date with respect to the foregoing
and have examined such records, documents and questions of law and satisfied
myself as to such matters of fact as I have considered relevant and necessary as
a basis for this opinion. In giving this opinion, I have relied upon
certificates of officers of Carson and public officials as to various matters of
fact. I have assumed the authenticity of all documents submitted to me as
originals, the genuineness of all signatures, the legal capacity of all natural
persons and the conformity with the original documents of any copies thereof
submitted to me for my examination.
Based upon the foregoing, it is my opinion that:
1. Carson is validly existing under the laws of the State of Illinois.
2. The Shares have been duly authorized and will be legally issued, fully
paid and nonassessable when: (i) the Registration Statement shall have become
effective under the Securities Act; (ii) the Shares shall have been duly issued
and sold in the manner contemplated by the Plan; and (iii) a certificate
representing the Shares shall have been duly executed, countersigned and
registered and duly delivered to the purchaser thereof against payment of the
agreed consideration therefor (not less than the aggregate par value thereof) in
accordance with the Plan (except, as to nonassessability, insofar as statutory
liability is imposed on holders of Common Shares under Section 180.0622(2)(b) of
the Wisconsin Statutes).
3. The common share purchase rights associated with the Shares
referred to in paragraph 2 will be legally issued when (i) such rights have
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Carson Pirie Scott & Co.
June 13, 1997
Page 2
been duly issued in accordance with the terms of the Rights Agreement and (ii)
such Shares have been duly issued and paid for as set forth in paragraph 2.
This opinion is limited to the Business Corporation Act of the State of
Illinois.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to myself included in or made a
part of the Registration Statement.
Very truly yours,
/s/ Charles J. Hansen
Charles J. Hansen
Vice President, General
Counsel, and Secretary
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EXHIBIT 23.1
Consent of KPMG Peat Marwick LLP
The Board of Directors
Carson Pirie Scott & Co.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Carson Pirie Scott & Co. of our report dated February 27, 1997, relating
to the consolidated balance sheets of Carson Pirie Scott & Co. and subsidiaries
as of February 1, 1997 and February 3, 1996, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
years in the three-year period ended February 1, 1997, and related schedule,
which report appears in the February 1, 1997 annual report on Form 10-K of
Carson Pirie Scott & Co.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
June 9, 1997
Page 13 of 18
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Charles J. Hansen as his
true and lawful attorney-in-fact with full power to act and with full power of
substitution and revocation, for him and in his name, in any and all capacities,
to sign on his behalf and to cause to be filed with the Securities and Exchange
Commission (the "Commission"):
a. a registration statement on Form S-8 for Carson Pirie Scott & Co.'s
1996 Directors' Stock Compensation Plan (the "Form S-8"),
b. any and all exhibits and amendments (including post-effective
amendments) to the Form S-8, and
c. any other documents in connection with the Form S-8 or any
amendments to the Form S-8,
granting Charles J. Hansen full power and authority to do and perform each and
every necessary or appropriate act and thing, as fully to all intents and
purposes as he might or could do in person, ratifying and confirming all that
Charles J. Hansen or his substitute or substitutes may lawfully do or cause to
be done pursuant to this Power of Attorney.
Signature Title Date
- --------- ----- ----
/s/ Mark L. Kaufman Director May 29, 1997
- ------------------------
Mark L. Kaufman
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Charles J. Hansen as his
true and lawful attorney-in-fact with full power to act and with full power of
substitution and revocation, for him and in his name, in any and all capacities,
to sign on his behalf and to cause to be filed with the Securities and Exchange
Commission (the "Commission"):
a. a registration statement on Form S-8 for Carson Pirie Scott & Co.'s
1996 Directors' Stock Compensation Plan (the "Form S-8"),
b. any and all exhibits and amendments (including post-effective
amendments) to the Form S-8, and
c. any other documents in connection with the Form S-8 or any
amendments to the Form S-8,
granting Charles J. Hansen full power and authority to do and perform each and
every necessary or appropriate act and thing, as fully to all intents and
purposes as he might or could do in person, ratifying and confirming all that
Charles J. Hansen or his substitute or substitutes may lawfully do or cause to
be done pursuant to this Power of Attorney.
Signature Title Date
- --------- ----- ----
/s/ Mark Dickstein Director May 30, 1997
- ------------------------
Mark Dickstein
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Charles J. Hansen as his
true and lawful attorney-in-fact with full power to act and with full power of
substitution and revocation, for him and in his name, in any and all capacities,
to sign on his behalf and to cause to be filed with the Securities and Exchange
Commission (the "Commission"):
a. a registration statement on Form S-8 for Carson Pirie Scott & Co.'s
1996 Directors' Stock Compensation Plan (the "Form S-8"),
b. any and all exhibits and amendments (including post-effective
amendments) to the Form S-8, and
c. any other documents in connection with the Form S-8 or any
amendments to the Form S-8,
granting Charles J. Hansen full power and authority to do and perform each and
every necessary or appropriate act and thing, as fully to all intents and
purposes as he might or could do in person, ratifying and confirming all that
Charles J. Hansen or his substitute or substitutes may lawfully do or cause to
be done pursuant to this Power of Attorney.
Signature Title Date
- --------- ----- ----
/s/ William I. Jenkins Director June 4, 1997
- ------------------------
William I. Jenkins
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Charles J. Hansen as his
true and lawful attorney-in-fact with full power to act and with full power of
substitution and revocation, for him and in his name, in any and all capacities,
to sign on his behalf and to cause to be filed with the Securities and Exchange
Commission (the "Commission"):
a. a registration statement on Form S-8 for Carson Pirie Scott & Co.'s
1996 Directors' Stock Compensation Plan (the "Form S-8"),
b. any and all exhibits and amendments (including post-effective
amendments) to the Form S-8, and
c. any other documents in connection with the Form S-8 or any
amendments to the Form S-8,
granting Charles J. Hansen full power and authority to do and perform each and
every necessary or appropriate act and thing, as fully to all intents and
purposes as he might or could do in person, ratifying and confirming all that
Charles J. Hansen or his substitute or substitutes may lawfully do or cause to
be done pursuant to this Power of Attorney.
Signature Title Date
- --------- ----- ----
/s/ Chaim Y. Edelstein Director May 30, 1997
- ------------------------
Chaim Y. Edelstein
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Charles J. Hansen as his
true and lawful attorney-in-fact with full power to act and with full power of
substitution and revocation, for him and in his name, in any and all capacities,
to sign on his behalf and to cause to be filed with the Securities and Exchange
Commission (the "Commission"):
a. a registration statement on Form S-8 for Carson Pirie Scott & Co.'s
1996 Directors' Stock Compensation Plan (the "Form S-8"),
b. any and all exhibits and amendments (including post-effective
amendments) to the Form S-8, and
c. any other documents in connection with the Form S-8 or any
amendments to the Form S-8,
granting Charles J. Hansen full power and authority to do and perform each and
every necessary or appropriate act and thing, as fully to all intents and
purposes as he might or could do in person, ratifying and confirming all that
Charles J. Hansen or his substitute or substitutes may lawfully do or cause to
be done pursuant to this Power of Attorney.
Signature Title Date
- --------- ----- ----
/s/ John W. Burden III Director May 29, 1997
- ------------------------
John W. Burden III
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