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