<PAGE>
As filed with the Securities and Exchange Commission on September 12, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
DUFF & PHELPS CREDIT RATING CO.
(Exact name of registrant as specified in its charter)
Illinois 36-3569514
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization
55 East Monroe Street
Chicago, Illinois 60603
(312) 368-3100
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Paul J. McCarthy
Chairman and Chief Executive Officer
Duff & Phelps Credit Rating Co.
55 East Monroe Street
Chicago, Illinois 60603
(312) 368-3100
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Kurt W. Florian, Jr., Esq.
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
/ / ______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
/ /______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- ---------------- ------------- ------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 33,603 shares $20.82 $699,615 $241.25
without par value
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of the registrant's common stock registered hereunder
will be adjusted in the event of stock splits, stock dividends or
similar transactions.
(2) Pursuant to Rule 457 of Regulation C under the Securities Act of 1933,
as amended, the registration fee is based on the average of the high
and low prices of the common stock as reported by the New York Stock
Exchange on September 10, 1996.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
33,603 SHARES
DUFF & PHELPS CREDIT RATING CO.
Common Stock
------------
This Prospectus relates to 33,603 shares of common stock, without par value
("Common Stock"), of Duff & Phelps Credit Rating Co. (the "Company") to be
issued from time to time upon exercise of options to purchase Common Stock
granted to Daniel J. Donoghue.
The last sale price of the Common Stock on September 10, 1996 as reported
by the New York Stock Exchange was $20.75 per share.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------
The date of this Prospectus is September __, 1996
<PAGE>
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities offered hereby in any jurisdiction to any person to
whom it is not lawful to make any such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of the Company since the date hereof or that the
information herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . 3
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECURITIES COVERED BY THIS PROSPECTUS. . . . . . . . . . . . . . . . . . . 5
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 5
LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information filed by the Company can be inspected and
copied at the Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the Regional Offices of the Commission
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
Seven World Trade Center, New York, New York 10048. Copies of such material can
also be obtained by mail from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of the fees
prescribed by the rules and regulations of the Commission. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission at http://www.sec.gov. Reports, proxy statements and other
information concerning the Company can also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is incorporated herein by reference the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, as amended, the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, and
the description of the Company's capital stock contained in the Company's
Registration Statement on Form 10, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents incorporated herein by reference (other than exhibits
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such documents should be directed to Duff & Phelps
Credit Rating Co., 55 East Monroe Street, Chicago, Illinois 60603, Attention:
Corporate Secretary (Telephone (312) 368-3100).
3
<PAGE>
THE COMPANY
Duff & Phelps Credit Rating Co. (the "Company") is a nationally recognized
credit rating agency. The Company was incorporated in Illinois in 1987 as a
wholly-owned subsidiary of Duff & Phelps Corporation, at which time Duff &
Phelps Corporation contributed substantially all of the assets and liabilities
of its credit rating business to the Company. On October 31, 1994, Duff &
Phelps Corporation distributed to its stockholders all of the outstanding shares
of common stock of the Company. The dividend of one share of common stock of
the Company for each three shares of Duff & Phelps Corporation common stock was
distributed to the stockholders of Duff & Phelps Corporation of record as of
October 26, 1994.
As a result of the distribution, the Company owns and operates the credit
rating business as an independent public company. The primary purpose for the
distribution was to eliminate perceived and potential conflicts of interest
between the Company's business and the other businesses of Duff & Phelps
Corporation. The Company believes that both the credit rating business and the
other businesses of Duff & Phelps Corporation were harmed because of perceived
conflicts of interest even though they may not have existed, and these perceived
conflicts of interest adversely affected the growth of both the Company and the
other businesses of Duff & Phelps Corporation.
The Company predominantly issues credit ratings on domestic and
international corporate bonds, preferred stocks, commercial paper, certificates
of deposit, structured financings and insurance company claims paying ability.
The Company does not issue a significant volume of credit ratings on municipal
securities. Credit ratings typically are issued for a fee paid by the issuer,
and are published for access by investors, issuers, investment bankers, traders
and the general public. Credit ratings concern only credit quality and are not
recommendations to either buy or sell rated securities, certificates of deposit
or insurance policies.
Credit ratings are issued in response to requests from issuers or
investment bankers. Requested ratings are for corporate short and long-term
fixed obligations and structured finance programs, including securitizations of
receivables such as auto loans and credit cards, pools of residential real
estate loans and pools of commercial real estate loans, as well as single
project financings. In addition, claims paying ability ratings are issued for
life, property/casualty, financial guaranty and title insurance companies.
The Company's professional staff analyzes the factors which determine an
issuer's credit quality and summarizes the basis for ratings. Credit ratings
are assigned and reviewed by a Credit Rating Committee composed of senior
Company officers and managers. Ratings are monitored and reviewed at
appropriate intervals depending on the type of rating. A watch list is utilized
to alert clients to ratings that are under review for potential rating changes.
New ratings, the watch list, and changes to existing ratings are primarily
communicated through news releases to financial news services and the print
media, and through the Company's research publications.
4
<PAGE>
The Company's research services include published reports concerning new
issues, detailed and summary reports on issuers, rating guides, comparative
statistical guides, and industry research. In addition, the Company's research
is delivered to users electronically. The Company is committed to a strong
research service as evidenced by a policy of hiring analysts with excellent
educational backgrounds and with prior employment experience in the respective
industries they follow. The Company's research service is widely distributed to
domestic and international institutional investors including most of the largest
United States mutual funds, banks, trust companies, public and private pension
advisors and life and property/casualty insurance companies, as well as
investment banks. The Company's management believes that its policy of allowing
research subscribers direct access to credit analysts is attractive to current
and prospective subscribers.
The principal executive offices of the Company are located at
55 East Monroe Street, Chicago, Illinois 60603. Its telephone number is
(312) 368-3100.
Unless the context otherwise requires, all references in this Prospectus to
the "Company" refer to Duff & Phelps Credit Rating Co. and its subsidiaries.
SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus relates to 33,603 shares of common stock, without par value
("Common Stock"), of the Company to be issued from time to time upon exercise of
options to purchase Common Stock granted to Daniel J. Donoghue. The Company
will use the proceeds received by it upon exercise of such options for general
corporate purposes.
Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of Common Stock covered by this Prospectus will be adjusted in
the event of stock splits, stock dividends or similar transactions.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, as
amended, with respect to the shares of Common Stock being offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement and the exhibits and schedules thereto, certain portions of which have
been omitted as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the shares offered hereby,
reference is made to the Registration Statement, including the exhibits and
schedules thereto, copies of which may be obtained upon payment of the
prescribed fees or examined without charge at the public reference facilities of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance reference is made to
the copy of such contract or other
5
<PAGE>
document filed as an exhibit to the Registration Statement, each statement being
qualified in all respects by such reference.
LEGAL OPINION
The validity of the Common Stock offered hereby will be passed upon for the
Company by Lord, Bissell & Brook, 115 South LaSalle Street, Chicago, Illinois
60603.
EXPERTS
The financial statements and schedules incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities being registered, other than
underwriting discounts and commissions.
Securities and Exchange Commission filing fee $ 241.25
Accounting fees and expenses 1,000.00
Legal fees and expenses 1,000.00
Miscellaneous 758.75
---------
Total $3,000.00
Except for the Securities and Exchange Commission filing fee, all of the
foregoing expenses have been estimated. The Company will pay all expenses
incurred in connection with the registration and distribution.
ITEM 15. Indemnification of Directors and Officers
The Amended and Restated Articles of Incorporation of the Company provide
that a director of the Company will not be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) under Section 8.65 of the Illinois Business Corporation Act, which
concerns unlawful distributions to shareholders, or (iv) for any transaction
from which the director derived an improper personal benefit.
The Bylaws of the Company provide that each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director or officer of another corporation or as a person with
authority like a director or officer, such as a managing partner, trustee or
member of an administrative committee, of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan (an
"Indemnitee"), whether the basis of such Proceeding is alleged action in an
official capacity as a director, officer or in such other capacity as described
above or in any other capacity while serving as a director, officer or in such
other capacity as described above, shall be indemnified and held harmless by the
Company to the fullest extent permitted by
II-1
<PAGE>
applicable law (including, but not limited to, the extent permitted by the
Illinois Business Corporation Act), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith and such indemnification shall continue as to
an Indemnitee who has ceased to be a director or officer, or to be serving in
such other capacity as described above, and shall inure to the benefit of the
Indemnitee's heirs, executors and administrators; provided, however, that,
except as described in the following paragraph with respect to Proceedings to
enforce rights to indemnification, the Company shall indemnify any Indemnitee in
connection with a Proceeding (or part thereof) initiated by such Indemnitee only
if such Proceeding (or part thereof) was authorized by the Board of Directors of
the Company.
Pursuant to the Bylaws, if a claim described in the preceding paragraph is
not paid in full by the Company within sixty days after a written claim has been
received by the Company, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days, the
Indemnitee may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim. If successful in whole or in part in any such
suit, or in a suit brought by the Company to recover an advancement of expenses
pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit. The Bylaws provide
that in (i) any suit brought by the Indemnitee to enforce a right to
indemnification (but not in a suit brought by the Indemnitee to enforce a right
to an advancement of expenses) it shall be a defense that, and (ii) in any suit
by the Company to recover an advancement of expenses pursuant to the terms of an
undertaking the Company shall be entitled to recover such expenses upon a final
adjudication that, the Indemnitee has not met the applicable standard of conduct
set forth in the Illinois Business Corporation Act. Neither the failure of the
Company (including the Company's Board of Directors, independent legal counsel
or shareholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Illinois Business Corporation Act, nor an actual determination by the
Company (including the Company's Board of Directors, independent legal counsel
or shareholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an advancement of expenses under the
Bylaws, or by the Company to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under the Bylaws
or otherwise shall be on the Company.
The Bylaws provide that the right to indemnification conferred therein is a
contract right and includes the right to be paid by the Company the expenses
incurred in defending any such Proceeding in advance of its final disposition;
provided, however, that if Illinois law requires, an advancement of expenses
incurred by an Indemnitee shall be made only upon delivery to the Company of an
undertaking by or on behalf of such Indemnitee, to repay all amounts so advanced
if it shall ultimately be determined by final judicial decision from which there
is no further right to
II-2
<PAGE>
appeal that such Indemnitee is not entitled to be indemnified for such expenses
under the Bylaws or otherwise.
The Bylaws provide that the rights to indemnification and to the
advancement of expenses conferred under the Bylaws shall not be exclusive of any
other right which any person may have or may in the future acquire under any
statute, the Company's Amended and Restated Articles of Incorporation, the
Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.
The Bylaws permit the Company to maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss under
applicable law.
ITEM 16. Exhibits
See Exhibit Index immediately preceding the Exhibits to this Registration
Statement.
ITEM 17. Undertakings
The 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:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be
included in such post-effective amendment is contained in a
periodic report filed by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference;
(b) 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, unless the
information required to be included in such post-effective
amendment is contained in a periodic report filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;
(c) 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.
II-3
<PAGE>
(2) 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.
(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.
The registrant hereby further undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described in Item 15 above, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 11th day of
September, 1996.
DUFF & PHELPS CREDIT RATING CO.
By: /s/ Paul J. Mccarthy
---------------------------------------
Paul J. McCarthy,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 11th day
of September, 1996, in the capacities indicated.
Signature Title
- --------- -----
/s/ Paul J. McCarthy Chairman of the Board, Chief
- ---------------------------- Executive Officer, Chief
Paul J. McCarthy Financial Officer and Director
(Principal Executive and
Financial Officer)
/s/ Marie C. Becker Vice President and Controller
- ---------------------------- (Principal Accounting Officer)
Marie C. Becker
/s/ Philip T. Maffei President, Chief Operating
- ---------------------------- Officer and Director
Philip T. Maffei
/s/ Milton L. Meigs Director
- ----------------------------
Milton L. Meigs
/s/ Jonathan Ingham Director
- ----------------------------
Jonathan Ingham
/s/ Donald J. Herdrich Director
- ----------------------------
Donald J. Herdrich
II-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
4(a) Form of Common Stock certificate(1)
5 Opinion of Lord, Bissell & Brook
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Lord, Bissell & Brook (included in Exhibit 5)
- --------------------------
(1) Incorporated herein by reference to the corresponding exhibit to the
Registrant's registration statement on Form 10, as amended.
<PAGE>
September 11, 1996
Duff & Phelps Credit Rating Co.
55 East Monroe Street
Chicago, Illinois 60603
Re: Duff & Phelps Credit Rating Co.
Registration Statement on Form S-3
----------------------------------
Gentlemen:
We have acted as counsel for Duff & Phelps Credit Rating Co., an Illinois
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") relating to
the registration of 33,603 shares of the Company's Common Stock (the "Shares")
to be issued pursuant to the exercise of certain outstanding stock options.
We have participated in the preparation of the Registration Statement filed
with the Commission. In this connection, we have examined originals or copies
identified to our satisfaction of such documents, corporate and other records,
certificates, and other papers as we deemed necessary to examine for purposes of
this opinion, including but not limited to the Articles of Incorporation and
By-laws of the Company.
It is our opinion that the Shares to be issued by the Company, when sold
pursuant to the exercise of certain outstanding stock options, will be legally
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to Lord, Bissell & Brook under "Legal Opinion" in
the Prospectus included in the Registration Statement.
Very truly yours,
LORD, BISSELL & BROOK
<PAGE>
ARTHUR ANDERSEN LLP
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 February 9, 1996
(except with respect to the matter discussed in Note 12, as to which the date is
February 27, 1996), included in Duff & Phelps Credit Rating Co.'s Form 10-K for
the years ended December 31, 1995 and 1994, and to all reference to our firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
September 6, 1996
