<PAGE>
As filed with the Securities and Exchange Commission on September 18, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
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
incorporation or organization) Identification No.)
55 East Monroe Street
Chicago, Illinois 60603
(Address of Principal Executive Offices)
1994 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the plan)
--------------------
Paul J. McCarthy
Chairman of the Board and Chief Executive Officer
55 East Monroe Street
Chicago, Illinois 60603
(Name and address of agent for service)
(312) 368-3100
(Telephone number, including area code, of agent for service)
--------------------
copy to:
Kurt W. Florian, Jr., Esq.
Katten Muchin & Zavis
525 W. Monroe Street
Chicago, Illinois 60661
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================
<S> <C> <C> <C> <C>
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered (1) Price Per Offering Fee
Share (2) Price (2)
=================================================================================
Common 250,000 $50.25 $12,562,500 $3,706
Stock, without shares
par value
=================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended, the number of shares of the issuer's Common Stock
registered hereunder will be adjusted in the event of stock
splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457, on the basis of the
average of the high and low prices of the Common Stock reported
by the New York Stock Exchange on September 15, 1998.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The registration statement on Form S-8 (registration no. 33-86488) of
Duff & Phelps Credit Rating Co. (the "Company" or "Registrant") filed with
the Securities and Exchange Commission on November 21, 1994 is incorporated
herein by reference.
<TABLE>
<CAPTION>
Item 8. EXHIBITS
<S> <C>
5 Opinion of Katten Muchin & Zavis as to the legality of the securities
offered by the registration statement.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Katten Muchin & Zavis (included in exhibit 5).
</TABLE>
3
<PAGE>
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 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 and State of Illinois on
the 11 day of September, 1998.
DUFF & PHELPS CREDIT RATING CO.
BY: /s/ Paul J. McCarthy
--------------------------------------
Paul J. McCarthy,
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 11 day of September, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Paul J. McCarthy Chairman of the Board, Chief Executive Officer,
- ---------------------------- Chief Financial Officer and Director (Principal
Paul J. McCarthy Executive and Financial Officer)
/s/ Marie C. Becker Group Vice President, Accounting & Finance
- ---------------------------- (Principal Accounting Officer)
Marie C. Becker
/s/ Philip T. Maffei President 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
</TABLE>
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
<S> <C> <C>
5 Opinion of Katten Muchin & Zavis as to the legality of the
securities offered by the registration statement.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Katten Muchin & Zavis (included in exhibit 5).
</TABLE>
5
<PAGE>
KATTEN MUCHIN & ZAVIS
525 West Monroe Street, Suite 1600
Chicago, Illinois 60610
(312) 902-5200
September 17, 1998
Duff & Phelps Credit Rating Co.
55 East Monroe Street
Suite 3500
Chicago, Illinois 60603
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel for Duff & Phelps Credit Rating Co., an
Illinois corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended. The Registration Statement relates to 250,000 shares of the
Company's common stock, without par value (the "Common Stock"), to be issued
in connection with the 1994 Long-Term Stock Incentive Plan (the "Plan").
Capitalized terms used but not defined herein shall have the meanings as set
forth in the Registration Statement or the Plan.
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and
upon affidavits, certificates and written statements of directors, officers,
and employees of, and the accountants for, the Company. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, documents, and records as we have deemed
relevant and necessary to examine for the purpose of this opinion, including
(a) the Registration Statement (b) the Amended and Restated Articles of
Incorporation of the Company, (c) the By-laws of the Company, (d) the minutes
of meetings of the Board of Directors of the Company and (e) the Plan.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the
genuineness of all signatures, the legal capacity of all natural persons, the
due authority of the parties signing such documents, the authenticity of the
documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as certified, conformed
or reproduced copies.
<PAGE>
Duff & Phelps Credit Rating Co.
September 17, 1998
Page 2
Based upon and subject to the foregoing, it is our opinion that the
Common Stock to be issued pursuant to the Plan has been duly authorized and,
when issued by the Company in the manner provided in the Plan upon payment of
the exercise price therefor, will be legally issued, fully paid and
nonassessable shares of Common Stock.
This opinion is limited to the laws of the State of Illinois and is
given as of the date hereof. We do not express any opinion herein concerning
any other law, and we assume no obligation to advise you of changes that may
hereafter be brought to our attention.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Katten Muchin & Zavis
KATTEN MUCHIN & ZAVIS
<PAGE>
Exhibit 23.1
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 3, 1998 (except with respect to Note 12, as to which the date is
February 13, 1998) included in Duff & Phelps Credit Rating Co.'s Form 10-K
for the year ended December 31, 1997 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
-----------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois
September 15, 1998
