Exhibit Index on Page 9
As filed with the Securities and Exchange Commission on January 24, 1997
Registration No. 33-
- --------------------------------------------------------------------------
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. 1996 DIRECTORS' STOCK COMPENSATION PLAN
(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 Per Share (1) Offering Price Fee
Common 125,000 $26.375 $3,296,875 $999
Shares, $.01 shares
Par Value
Common Share 125,000 (2) -- (2) -- (2) -- (2)
Purchase
Rights
- -----------------------------
(1) 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
January 21, 1997.
(2) Common Share Purchase Rights are initially carried and traded with the
Common Shares. Value attributed 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.*
- -------
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted for the Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- -------
The following documents heretofore filed with the Securities and Exchange
Commission (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 3, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarters
ended May 4, 1996, August 3, 1996 and November 2, 1996.
(c) The Registrant's Current Reports on Form 8-K, dated February 5,
1996, March 5, 1996, March 25, 1996, March 26, 1996, May 9, 1996, May 16,
1996, August 8, 1996, September 23, 1996, October 14, 1996 and November 14,
1996.
(d) 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 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any subsequent amendment or report filed for the purpose of
updating such description.
(e) 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 under the Exchange Act, including any
subsequent amendment or report filed for the purpose of updating such
description.
(f) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since February 3, 1996.
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 (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
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 January 9, 1997, Mr. Hansen was the
beneficial owner of 273.24 Common Shares and options to purchase 23,400 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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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 January 23, 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 January 23, 1997
Stanton J. Bluestone and Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Michael R. MacDonald
- --------------------------- President and Chief January 23, 1997
Michael R. MacDonald Operating Officer and
Director
/s/ Darren R. Jackson
- --------------------------- Vice President and January 23, 1997
Darren R. Jackson Chief Financial Officer
(Principal Financial Officer)
/s/David J. Biese
- --------------------------- Controller (Principal January 23, 1997
David J. Biese Accounting Officer)
*
- --------------------------- Director January 23, 1997
John W. Burden III
*
- --------------------------- Director January 23, 1997
Mark Dickstein
*
- --------------------------- Director January 23, 1997
Chaim Y. Edelstein
*
- --------------------------- Director January 23, 1997
Mark L. Kaufman
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*
- --------------------------- Director January 23, 1997
Robert Tammero
*By: /s/ Charles J. Hansen
----------------------------
Charles J. Hansen,
as Attorney-in-fact
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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 3.2 to the
Registrant's Annual Report on Form 10-K for the
Registrant's fiscal year ended January 28, 1995
(the "1994 Form 10-K")).
*4.3 Carson Pirie Scott & Co. 1996 Directors' Stock
Compensation Plan (incorporated by reference to
Exhibit A to the Registrant's Proxy Statement
dated May 30, 1996 (File No. 1-13480)).
*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
Registrant's 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 4.8 to the
Registrant's Report on Form 8-K filed with the
Commission on August 8, 1996)
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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
Janaury 23, 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 125,000 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. 1996 Directors' Stock Compensation
Plan (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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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 March 4, 1996, except
as to note 6 which is as of March 8, 1996, relating to the consolidated
balance sheets of Carson Pirie Scott & Co. and subsidiaries as of February 3,
1996 and January 28, 1995, and the related consolidated statements of
operations, shareholders' equity and cash flows for the years ended February
3, 1996 and January 28, 1995, and the three months ended January 29, 1994, and
the nine months ended October 30, 1993, and related schedule, which report
appears in the February 3, 1996 annual report on Form 10-K of Carson Pirie
Scott & Co.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
December 18, 1996
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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 December 13, 1996
- ------------------------ -----------------
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
- ------------------------ December 17, 1996
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/ Robert Tammero Director December 16, 1996
- ------------------------ -----------------
Robert Tammero
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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 December 13, 1996
- ------------------------ -----------------
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 December 14, 1996
- ------------------------ -----------------
John W. Burden III
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