<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1997
REGISTRATION NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
EVEREN CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-4019175
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
77 WEST WACKER DRIVE
CHICAGO, ILLINOIS
60601-1694
(312) 574-6000
(Address, including zip code, of Registrant's principal executive office)
EVEREN CAPITAL CORPORATION
1995 NON-EMPLOYEE DIRECTORS PLAN
(Full title of the Plan)
-------------------------------
JANET L. REALI, ESQ.
SENIOR EXECUTIVE VICE PRESIDENT
GENERAL COUNSEL AND SECRETARY
EVEREN CAPITAL CORPORATION
77 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601-1694
(312) 574-6000
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
================================================================================
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed Proposed
maximum maximum
Title of each class of Amount to be offering price aggregate offering Amount of
securities to be registered registered per unit (a) price (a) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 60,000 shs.(b) $24.75 $1,485,000 .00 $450.00
================================================================================================================================
</TABLE>
(a) Only for the purpose of calculating the registration fee. In accordance
with Rule 457(c), the price shown is based on the average of the high and
low sale prices on the New York Stock Exchange, Inc. on May 27, 1997 for
securities of the same class as those to be delivered.
(b) Represents Common Stock issued under the EVEREN Capital Corporation 1995
Non-employee Directors Plan.
================================================================================
<PAGE> 2
PROSPECTUS
EVEREN CAPITAL CORPORATION
60,000 Shares of Common Stock
(par value $.01 per share)
This Prospectus relates to shares of Common Stock, par value $.01 per
share (the "Common Stock"), of EVEREN Capital Corporation (the "Company") issued
to the persons named herein (the "Selling Stockholders") pursuant to the EVEREN
Capital Corporation 1995 Non-Employee Directors Plan (the "Plan"). This
Prospectus relates to the reoffer and resale of such shares by the Selling
Stockholders. The Company will receive no part of the proceeds of sales made
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the Selling Stockholders will be borne by such Selling Stockholders.
None of the shares offered pursuant to this Prospectus have been registered
prior to the filing of the Registration Statement of which this Prospectus is a
part.
All or a portion of the shares of Common Stock offered hereby may be
offered for sale, from time to time, on the New York Stock Exchange, Inc.
("NYSE"), or otherwise, at prices and on terms then obtainable. See "Plan of
Distribution."
The Common Stock of the Company is traded on the NYSE under the symbol
EVR. On May 27, 1997, the last reported sale price per share of the Company's
Common Stock quoted on the NYSE was $24.625.
------------
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 May 28, 1997.
<PAGE> 3
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Stockholders. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission, and to which reference is hereby
made. Statements made in this Prospectus as to the contents of any contract,
agreement or other document referred to are not necessarily complete. With
respect to each such contract, agreement or other document filed as an exhibit
to the Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference. Additional updating
information with respect to the Company may be provided in the future by means
of appendices or supplements to this Prospectus.
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
Commission. Such reports, proxy statements and other information, including the
Registration Statement and exhibits filed therewith, may be inspected at the
public reference facility maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, Room 1024, and at the Commission's regional
offices located at the Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at its principal office at
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Web site is (http://www.sec.gov). The Common Stock is listed
on the NYSE. Reports, proxy statements and other information concerning the
Company can be inspected and copied at the offices of such exchange at 20 Broad
Street, New York, NY. In addition, reports, proxy statements and other
information concerning the Company can be inspected at the offices of the
Company, 77 West Wacker Drive, Chicago, Illinois 60601.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:
(a) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997;
(b) Annual Report on Form 10-K for the fiscal year ended December
31, 1996; and
2
<PAGE> 4
(c) The description of the Company's Common Stock set forth in its
Registration Statement on Form 8-A, dated October 2, 1996, and any
amendment or report filed pursuant to Section 12 of the Exchange Act for
the purpose of updating that description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities offered hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the respective dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be
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 that 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 hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information that has been or may be
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to EVEREN Capital Corporation, Attention: Secretary,
77 West Wacker Drive, Chicago, Illinois 60601, telephone number (312) 574- 6000.
THE COMPANY
The Company, a Delaware corporation, was formed in 1995 and became
independent when the EVEREN Capital Corporation 401(k) and Employee Stock
Ownership Plan purchased 96.6% of the Company's then outstanding Common Stock
from Kemper Corporation for an aggregate cash price of $71.4 million ($55
million of which was funded by bank borrowings) plus $30 million of the
Company's Exchangeable Preferred Stock. The Company conducts its retail business
primarily through its wholly-owned subsidiary, EVEREN Securities, Inc., which
was formed in 1990 through the consolidation of five well-established regional
brokerage firms that had been acquired by Kemper Corporation in the 1980's. The
Company's principal executive offices are located at 77 West Wacker Drive,
Chicago, Illinois 60601, and its telephone number is (312) 574-6000.
The Company, which conducts its business through its subsidiaries, is a
full-service securities brokerage firm that provides a broad range of investment
services and products primarily to individuals and also to institutions,
corporations and municipalities. The Company's core strength is its retail
operations, which are focused on individual investors and which generated more
than 70% of the Company's net revenues in each of the last three years. The
Company also provides capital markets, asset management, and clearing activities
that complement and capitalize on the strength of the Company's retail
operations.
SECURITIES OFFERED HEREBY
This Prospectus relates to up to 60,000 shares of Common Stock that
have been and may be delivered to participants under the Plan, some of which may
be offered from time to time hereby by the Selling Stockholders.
USE OF PROCEEDS
The shares of Common Stock offered hereby are being sold by the Selling
Stockholders. The Company will not receive any of the proceeds from such sales.
3
<PAGE> 5
SELLING STOCKHOLDERS
The following table sets forth certain information as of May 27, 1997
concerning the ownership of Common Stock by the Selling Stockholders. The
Selling Stockholders may sell some or all of the shares distributed or that may
be distributed under the Plan pursuant to this Prospectus, until such time as
such shares become available for resale without registration according to the
terms of Rule 144(k) under the Securities Act. Inclusion of these individuals in
the following list does not constitute an acknowledgment by the Company or by
any of these individuals that any one of these persons is an affiliate (as that
term is defined in Rule 144(a) or any other securities law or regulation) of the
Company.
<TABLE>
<CAPTION>
=======================================================================================================
NAME POSITION OR RELATIONSHIP WITH THE NUMBER OF
COMPANY SHARES OF
COMMON STOCK
ACQUIRED
PURSUANT TO THE
PLAN AS OF MAY
27, 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
William T. Esrey Director 7,008(1)
- -------------------------------------------------------------------------------------------------------
Jack Kemp Director 1,921(2)
- -------------------------------------------------------------------------------------------------------
Homer J. Livingston, Jr. Director 7,321(1)
- -------------------------------------------------------------------------------------------------------
William C. Springer Director 6,749(1)
=======================================================================================================
</TABLE>
PLAN OF DISTRIBUTION
The Selling Stockholders may sell shares of Common Stock in any of the
following ways: (i) through dealers; (ii) through agents; (iii) directly to one
or more purchasers. The distribution of the shares of Common Stock may be
effected from time to time in one or more transactions which may involve crosses
or block transactions (A) on the NYSE (or on such other national stock exchanges
on which the shares of Common Stock may be traded from time to time) in
transactions which may include special offerings, exchange distributions and/or
secondary distributions pursuant to and in accordance with the rules of NYSE or
such exchanges, or (B) other than on such exchanges, or a combination of such
transactions. Any such transaction may be effected at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The Selling Stockholders may effect such
transactions by selling shares of Common Stock to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or commissions from
purchasers of shares of Common Stock for whom they may act as agent. The Selling
Stockholders and any broker-dealers or agents that participate in the
distribution of shares of Common Stock might be deemed to be underwriters, and
any discounts, commissions or concessions received by any such broker-dealers or
agents might be deemed to be underwriting discounts and commissions, under the
Securities Act.
- ------------
(1) Includes an additional 3,000 shares which would be issued upon the
exercise of options received through the Plan.
(2) Includes an additional 1,500 shares which would be issued upon the
exercise of options received through the Plan.
4
<PAGE> 6
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 102(b)(7) of the Delaware General Corporation
law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for monetary damages for violations of the director's
fiduciary duty, except (i) for any breach of a director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.
Reference also is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer, director, employee or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, for criminal proceedings, had no reasonable cause to believe that his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) which such officer or director
actually and reasonably incurred.
The Certificate of Incorporation and the Bylaws of the Company provide for
indemnification of officers and directors to the fullest extent permitted by
applicable law. In addition, the Company has entered into contracts with each of
its independent directors requiring the Company to indemnify such persons and to
advance litigation expenses to such persons to the fullest extent permitted by
applicable law. Delaware law presently permits a Delaware corporation (i) to
indemnify any officer or director in any third-party or governmental actions
against them for expenses, judgments, fines and amounts paid in settlement and,
in derivative actions, for expenses, if the indemnitee acted in good faith and
in the manner he believed to be in or not opposed to the best interest of such
corporation and (ii) to advance expenses in any action, provided that such
officer or director agrees to reimburse the corporation if it is ultimately
determined that he was not entitled to indemnification. The contracts also
require the Company to (i) indemnify such independent directors upon receipt of
an opinion of counsel in certain cases, (ii) pay indemnity demands pending a
determination of entitlement thereto, and (iii) demonstrate, in any action
brought thereunder, that such director was not entitled to indemnification under
applicable law.
5
<PAGE> 7
================================================================================
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this Prospectus,
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer of any securities other than those to which it relates or an
offer to sell, or a solicitation of an offer to buy, to any person in any
jurisdiction where such an offer or solicitation would be unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information ............................................... 2
Incorporation of Certain Documents
By Reference ...................................................... 2
The Company ......................................................... 3
Securities Offered Hereby ........................................... 3
Use of Proceeds ..................................................... 3
Selling Stockholders ................................................ 4
Plan of Distribution ................................................ 4
Indemnification of Directors and Officers ........................... 5
</TABLE>
================================================================================
================================================================================
60,000 Shares
EVEREN CAPITAL
CORPORATION
Common Stock
PROSPECTUS
MAY 28, 1997
================================================================================
<PAGE> 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents, previously filed by EVEREN Capital Corporation
(the "Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Act"), are hereby incorporated by reference in this Registration Statement:
(a) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997;
(b) Annual Report on Form 10-K for the fiscal year ended December
31, 1996; and
(c) The description of the Company's Common Stock set forth in its
Registration Statement on Form 8-A, dated October 2, 1996, and any
amendment or report filed pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") for the purpose of
updating that description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered 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 part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. Description of Securities
The Common Stock of the Company is registered under Section 12 of the
Exchange Act.
ITEM 5. Interests of Named Experts and Counsel
Certain legal matters in connection with any original issuance of Common
Stock offered hereby are being passed upon for the Company by Janet L. Reali,
Esq., Senior Executive Vice President, General Counsel and Secretary of the
Company.
ITEM 6. Indemnification of Directors and Officers
Reference is made to Section 102(b)(7) of the Delaware General Corporation
law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for monetary damages for violations of the director's
fiduciary duty, except (i) for any breach of a director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.
Reference also is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person
<PAGE> 9
in connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests and, for
criminal proceedings, had no reasonable cause to believe that his conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
(including attorneys' fees) which such officer or director actually and
reasonably incurred.
The Certificate of Incorporation and the Bylaws of the Company provide for
indemnification of officers and directors to the fullest extent permitted by
applicable law. In addition, the Company has entered into contracts with each of
its independent directors requiring the Company to indemnify such persons and to
advance litigation expenses to such persons to the fullest extent permitted by
applicable law. Delaware law presently permits a Delaware corporation (i) to
indemnify any officer or director in any third-party or governmental actions
against them for expenses, judgments, fines and amounts paid in settlement and,
in derivative actions, for expenses, if the indemnitee acted in good faith and
in the manner he believed to be in or not opposed to the best interest of such
corporation and (ii) to advance expenses in any action, provided that such
officer or director agrees to reimburse the corporation if it is ultimately
determined that he was not entitled to indemnification. The contracts also
require the Company to (i) indemnify such independent directors upon receipt of
an opinion of counsel in certain cases, (ii) pay indemnity demands pending a
determination of entitlement thereto, and (iii) demonstrate, in any action
brought thereunder, that such director was not entitled to indemnification under
applicable law.
ITEM 7. Exemption from Registration Claimed
The restricted securities being reoffered or resold pursuant to this
Registration Statement were issued by the Company to participants under the Plan
in transactions not involving sales within the meaning of Section 2(3) of the
Act. Shares previously issued to the participants under the Plan were so issued
in reliance upon Section 4(2) of the Act.
ITEM 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of EVEREN Capital
Corporation (the "Company") (filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1, File No. 333-09163 (the "S-1")
and incorporated herein by reference).
4.2 Restated Bylaws of the Company (filed as Exhibit 3.2 to the S-1 and
incorporated herein by reference).
4.3 Form of Rights Agreement of the Company (filed as Exhibit 10.26 to
the S-1 and incorporated herein by reference).
5 Opinion of Janet L. Reali regarding the legality of original
issuance of the Common Stock
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Janet L. Reali (included in Exhibit 5)
24 Power of Attorney (included in signature page)
</TABLE>
- -------------------------
ITEM 9. Undertakings
<PAGE> 10
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 Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement;
and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above 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 Company pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference into this Registration Statement).
(2) That, for the purposes of determining any liability under the 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.
(4) That, for purposes of determining any liability under the Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the 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 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, 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 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.
<PAGE> 11
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 of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on this 28th day of May,
1997.
EVEREN CAPITAL CORPORATION
(Registrant)
By /s/ JAMES R. BORIS
--------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated this 28th day of May, 1997.
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Stanley R.
Fallis, Senior Executive Vice President, and Janet L. Reali, Senior Executive
Vice President, General Counsel and Secretary, his true and lawful
attorney-in-fact with authority together or individually to execute in the name
of each such signatory, and with authority to file with the Securities and
Exchange Commission, any and all amendments to this Registration Statement on
Form S-8, together with any exhibits thereto and other documents therewith,
necessary or advisable to enable EVEREN Capital Corporation to comply with the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, which
amendments may make such other changes in the Registration Statement on Form S-8
as the aforesaid attorney-in-fact executing the same deems appropriate.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ James R. Boris Chairman of the Board, Chief Executive Officer
-------------------------------- and Director (principal executive officer)
James R. Boris
/s/ Stephen G. McConahey President, Chief Operating Officer and Director
--------------------------------
Stephen G. McConahey
/s/ Jack Kemp Director
--------------------------------
Jack Kemp
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Homer J. Livingston, Jr. Director
--------------------------------
Homer J. Livingston, Jr.
/s/ William C. Springer Director
--------------------------------
William C. Springer
/s/ Daniel D. Williams Senior Executive Vice President, Treasurer and
-------------------------------- Chief Financial Officer (principal financial
Daniel D. Williams officer)
/s/ Thomas M. Mansheim Senior Vice President, Controller and Chief
-------------------------------- Accounting Officer (principal accounting
Thomas M. Mansheim officer)
</TABLE>
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Sequentially
Numbered Page
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation of EVEREN Capital
Corporation (the "Company") (filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1, File No. 333-09163 (the "S-1")
and incorporated herein by reference).
4.2 Restated Bylaws of the Company (filed as Exhibit 3.2 to the S-1 and
incorporated herein by reference).
4.3 Form of Rights Agreement of the Company (filed as Exhibit 10.26 to
the S-1 and incorporated herein by reference).
5 Opinion of Janet L. Reali regarding the legality of original
issuance of the Common Stock
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Janet L. Reali (included in Exhibit 5)
24 Power of Attorney (included in signature page)
</TABLE>
- -------------------------
<PAGE> 1
[EVEREN CAPITAL LETTERHEAD]
May 28, 1997
EVEREN Capital Corporation
77 West Wacker Drive
Chicago, IL 60601
Ladies and Gentlemen:
I have acted as counsel to EVEREN Capital Corporation, a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") relating to the issuance by the Company
of 60,000 shares of the Company's common stock, par value $.01 per share (the
"Shares").
I have examined the corporate proceedings of the Company in connection
with the Registration Statement and the transactions contemplated thereby, as
well as the Registration Statement and the exhibits thereto. I have also
examined originals or copies, certified or otherwise identified to my
satisfaction, of such other documents, evidence of corporate action and other
instruments and have made such other investigations of law and fact as I have
deemed necessary or appropriate for the purpose of this opinion. As to
questions of fact relevant to this opinion, I have relied upon certificates or
written statements from officers and other appropriate representatives of the
Company and its subsidiaries or public officials. In all such examinations, I
have assumed the genuineness of all signatures, the authority to sign, and the
authenticity of all documents submitted to me as originals. I have also assumed
the conformity with the originals of all documents submitted to me as copies.
Based upon and subject to the foregoing, and to the qualifications
hereinafter specified, I am of the opinion, assuming effectiveness of the
Registration Statement under the Securities Act of 1933, as amended, that:
The issuance of Shares has been duly authorized and, when issued
and sold as contemplated by the Registration Statement, such
Shares will be legally issued, fully paid and non-assessable.
The opinion set forth herein relates solely to the laws of the State of
Illinois, the General Corporation Law of the State of Delaware and the federal
laws of the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Janet L. Reali
--------------------------------
Janet L. Reali
Senior Executive Vice President
General Counsel and Secretary
<PAGE> 1
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of
EVEREN Capital Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of EVEREN Capital Corporation ("EVEREN") of our report dated February
28, 1997, appearing in the Annual Report on Form 10-K of EVEREN for the year
ended December 31, 1996.
/s/ Deloitte & Touche LLP
Chicago, Illinois
May 28, 1997
<PAGE> 1
[KPMG PEAT MARWICK LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors of
EVEREN Capital Corporation
We consent to the incorporation by reference in the registration statement on
Form S-8 of EVEREN Capital Corporation ("EVEREN") of our report dated May 5,
1995 relating to the consolidated statements of operations, changes in
stockholders' equity and cash flows of Kemper Securities Holdings, Inc. and
subsidiaries (predecessor of EVEREN Capital Corporation and subsidiaries) for
the year ended December 31, 1994, which report appears in the Form 10-K of
EVEREN Capital Corporation for the fiscal year ended December 31, 1996.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
May 28, 1997
