-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oIBEs/9okCa0RQKvUN+eeEmbVl6fw4r3madxIpuFnN7KQQ+ZgVcBiijOjuD6J9Ua QG+P1ypAbfaF9tUZ/tsQZA== 0000026172-94-000011.txt : 19941024 0000026172-94-000011.hdr.sgml : 19941024 ACCESSION NUMBER: 0000026172-94-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19941020 EFFECTIVENESS DATE: 19941108 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUMMINS ENGINE CO INC CENTRAL INDEX KEY: 0000026172 STANDARD INDUSTRIAL CLASSIFICATION: 3510 IRS NUMBER: 350257090 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56115 FILM NUMBER: 94554280 BUSINESS ADDRESS: STREET 1: 500 JACKSON ST STREET 2: BOX 3005 MAIL CODE 60701 CITY: COLUMBUS STATE: IN ZIP: 47202-3005 BUSINESS PHONE: 8123775000 MAIL ADDRESS: STREET 1: BOX 3005 MAIL CODE 60701 CITY: COLUMBUS STATE: IN ZIP: 47202-3005 S-8 1 S-8 FILING PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference _______________________________________ The documents listed below have been filed by the Corporation with the Commission and are incorporated herein by reference: (a) The Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. (b) The Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 1994. (c) The Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 1994. (d) The description of the common stock, per value $2.50 per share, of the Corporation (the "Common Stock"), included in the Corporation's Registration Statement No. 33-50665 on Form S-3, filed under the Securities Act of 1933 (the "1933 Act"). All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all Common Stock offered hereby has been sold, or which deregisters all such Common Stock then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 5. Interests of Named Experts and Counsel ______________________________________ As Vice President-Law and External Affairs and Secretary of the Corporation, Steven L. Zeller is an officer-employee of the registrant and is eligible to participate in the 1992 Stock Incentive and Key Employee Stock Investment Plan. Item 6. Indemnification of Directors and Officers _________________________________________ Article VI of the By-laws of the Corporation sets forth certain rights of the directors and officers of the Corporation to indemnification. Section 23-1-37 of the Indiana Code provides that Indiana corporations have the power to indemnify their directors, officers, employees and agents against certain expenses and liabilities in connection with actions, suits and proceedings and the power to maintain certain insurance policies against liabilities incurred by such officers, directors, employees and agents. The Corporation maintains insurance policies that provide for indemnification of directors, officers, employees and agents against certain liabilities. Item 8. Exhibits ________ Exhibit No. ___________ 5 - Opinion of Steven L. Zeller, Esq., Vice President-Law and External Affairs and Secretary of the Corporation, with respect to securities registered hereunder. 24 - Consent of Arthur Andersen & Co. 25 - Power of Attorney Item 9. Undertakings ____________ 1. The Corporation hereby undertakes: (a) 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 of 1933; (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; (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 state; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Corporation pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (b) 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. (c) 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. 2. The Corporation hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Corporation's annual report pursuant to Section 13(a) or 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. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 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) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Corporation 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 Columbus, State of Indiana on the 20 day of October, 1994. CUMMINS ENGINE COMPANY, INC. by: /s/ Steven L. Zeller ____________________ Steven L. Zeller Vice President-Law and External Affairs and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 20 day of October, 1994. Signatures * ________________________ Director and President and J. A. Henderson Chief Executive Officer (Principal Executive Officer) * ________________________ Director and Executive Vice T. M. Solso President and Chief Operating Officer * ________________________ Director and Chairman of the Board H. B. Schacht * ________________________ Director and Chairman of the J. I. Miller Executive Committee * ________________________ Director H. Brown * ________________________ Director R. J. Darnall * ________________________ Director J. D. Donaldson * ________________________ Director W. Y. Elisha * ________________________ Director H. H. Gray * ________________________ Vice President and Chief P. B. Hamilton Financial Officer * ________________________ Vice President-Corporate Controller J. McLachlan (Principal Accounting Officer) * ________________________ Director D. G. Mead * ________________________ Director W. I. Miller * ________________________ Director D. S. Perkins * ________________________ Director W. D. Ruckelshaus * ________________________ Director F. A. Thomas * ________________________ Director J. L. Wilson *By: /s/Steven L. Zeller ___________________ Steven L. Zeller Attorney-in-fact EXHIBIT INDEX Sequentially Exhibit Numbered Number Description Pages _______ ___________________________________ ____________ 5 Opinion of Steven L. Zeller, Esq., 8 Vice President-Law and External Affairs and Secretary, with respect to securities registered hereunder. 23 Consent of Arthur Andersen & Co. 9 24 Power of Attorney 10 EX-5 2 EXHIBIT 5 FOR S-8 EXHIBIT 5 CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES ______________________________________________ OPINION OF STEVEN L. ZELLER, ESQ. Vice President-Law and External Affairs and Secretary With Respect to Securities Registered Hereunder ______________________________________________________ I have examined and am familiar with the Restated Articles of Incorporation of Cummins Engine Company, Inc., an Indiana corporation (the "Corporation") and the By-laws of the Corporation, each as amended to date, and the Registration Statement on Form S-8 of the Corporation covering 400,000 shares of Common Stock, par value $2.50 per share, issuable pursuant to the Corporation's 1992 Stock Incentive Plan, Restricted Stock Plan for Non-Employee Directors and Key Employee Stock Investment Plan (the "Plans"). Based upon the foregoing, I am of the opinion that: 1. The Corporation has been duly organized and is a validly existing corporation under the laws of the State of Indiana. 2. Such 400,000 shares of the Corporation's Common Stock, when and if issued under the Plans in accordance with the terms thereof, will be duly and validly issued, fully paid and non-assessable. Dated: September 30, 1994 /s/Steven L. Zeller ______________________________ Steven L. Zeller Vice President-Law and External Affairs and Secretary EX-23 3 EXHIBIT 23 FOR S-8 EXHIBIT 23 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 January 26, 1994 included in Cummins Engine Company, Inc's Form 10-K for the year ended December 31, 1993 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Chicago, Illinois October 17, 1994 EX-24 4 EXHIBIT 24 FOR S-8 EXHIBIT 24 CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/James A. Henderson ____________________________ James A. Henderson Director & President and Chief Executive Officer (Principal Executive Officer) CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: August 15, 1994 /s/Theodore M. Solso ____________________________ Theodore M. Solso Director & Ececutive Vice President and Chief Operating Officer CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/Henry B. Schacht __________________________ Henry B. Schacht Director & Chairman of the Board CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/J. Irwin Miller __________________ J. Irwin Miller Director and Chairman of the Executive Committee CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/Harold Brown _______________ Harold Brown Director CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/Robert J. Darnall ____________________ Robert J. Darnall Director CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/James D. Donaldson _____________________ James D. Donaldson Director CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/Walter Y. Elisha ___________________ Walter Y. Elisha Director CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/Hanna H. Gray ________________ Hanna H. Gray Director CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: October 7, 1994 /s/Peter B. Hamilton ____________________ Peter B. Hamilton Vice President and Chief Financial Officer CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: October 7, 1994 /s/John McLachlan _________________ John McLachlan Vice President-Corporate Controller (Principal Accounting Officer) CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: August 15, 1994 /s/Dana G. Mead _______________ Dana G. Mead Director CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/William I. Miller ____________________ William I. Miller Director CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/Donald S. Perkins ____________________ Donald S. Perkins Director CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: August 15, 1994 /s/William D. Ruckelshaus _________________________ William D. Ruckelshaus Director CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/Franklin A. Thomas _____________________ Franklin A. Thomas Director CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES POWER OF ATTORNEY ______________________________________________ KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Steven L. Zeller and Peter B. Hamilton and each of them, with full power to act without the other as his true and lawful attorney-in-fact and agent, with full and several powers of substitution and resubstitution for him in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Cummins Engine Company, Inc. ("the Company") for the Company's fiscal year ended December 31, 1993 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 15, 1994 /s/J. Lawrence Wilson _____________________ J. Lawrence Wilson Director -----END PRIVACY-ENHANCED MESSAGE-----