-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hj4xQyAZ02Xi+aydwS0htbmSpWwxtzxzTxGPmE/R452gVwO4ei8KbdO6mvBcWiLe v2EqitzpPRPcIsNN44R98A== 0001047469-98-034943.txt : 19980921 0001047469-98-034943.hdr.sgml : 19980921 ACCESSION NUMBER: 0001047469-98-034943 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980918 EFFECTIVENESS DATE: 19980918 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUFF & PHELPS CREDIT RATING CO CENTRAL INDEX KEY: 0000928599 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 363569514 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63741 FILM NUMBER: 98711779 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123683100 MAIL ADDRESS: STREET 1: 55 EAST MONROE ST CITY: CHICAGO STATE: IL ZIP: 60603 S-8 1 S-8 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 CALCULATION OF REGISTRATION FEE
================================================================================= 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 =================================================================================
(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 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.
Item 8. EXHIBITS 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).
3 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.
SIGNATURE TITLE /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
4 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE 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).
5 EX-5 2 EXHIBIT 5 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. 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 EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCTS 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 -----END PRIVACY-ENHANCED MESSAGE-----