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Advance Ross Corp – ‘S-8’ on 10/6/95

As of: Friday, 10/6/95 · Effective: 10/25/95 · Accession #: 950124-95-3179 · File #: 33-63259

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/06/95  Advance Ross Corp                 S-8        10/25/95    8:135K                                   Bowne - Bde

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Form S-8 Registration Statement                       16     85K 
 2: EX-4.1      1995 Directors Deferral Plan                          29    114K 
 5: EX-4.10     Amendment to Amended and Restated Cert. 6/16/93        1      7K 
 6: EX-4.11     Amendment to Amended and Restated Cert. 6/23/94        2±     8K 
 3: EX-4.2      1995 Deferral Plan Option Agreement                    8     25K 
 4: EX-4.7      Amendment to Stock Option Plan                         2     10K 
 7: EX-5        Opinion of Katten Muchin & Zavis                       2     12K 
 8: EX-23.1     Consent of Deloitte & Touche LLP                       1      7K

S-8 — Form S-8 Registration Statement
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Available Information Common Stock Description of Common Stock Description of Securities Exemption From Registration Claimed EXHIBITS. 4.1 Advance Ross Corporation 1995 Directors Deferral Plan Incorporation of Certain Documents by Reference Incorporation of Documents by Reference Legal Matters Plan of Distribution Selling Security Holders UNDERTAKINGS. 1. The Company hereby undertakes:
1	1st Page - Filing Submission
6	Available Information
"	Selling Security Holders
8	Plan of Distribution
"	Description of Common Stock
"	Common Stock
9	Incorporation of Certain Documents by Reference
10	Legal Matters
11	Item 3. Incorporation of Documents by Reference
"	Item 4. Description of Securities
12	Item 7. Exemption From Registration Claimed
"	Item 8. EXHIBITS. 4.1 Advance Ross Corporation 1995 Directors Deferral Plan
13	Item 9. UNDERTAKINGS. 1. The Company hereby undertakes:

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1995
REGISTRATION NO. 33-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ADVANCE ROSS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 36-3878407
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

233 SOUTH WACKER DRIVE, SUITE 9700, CHICAGO, ILLINOIS 60606-6502
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

ADVANCE ROSS CORPORATION 1995 DIRECTORS DEFERRAL PLAN
1993 ADVANCE ROSS CORPORATION STOCK OPTION PLAN
ADVANCE ROSS CORPORATION STOCK OPTION PLAN
ADVANCE ROSS / EUROPE TAX-FREE SHOPPING AB STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)

HARVE A. FERRILL
ADVANCE ROSS CORPORATION
233 SOUTH WACKER DRIVE, SUITE 9700
CHICAGO, ILLINOIS 60606-6502
(NAME AND ADDRESS OF AGENT FOR SERVICE)

(312) 382-1100
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

WITH A COPY TO:
HERBERT S. WANDER, ESQ., P.C.
KATTEN MUCHIN & ZAVIS
525 WEST MONROE, SUITE 1600
CHICAGO, ILLINOIS 60661-3693
(312) 902-5200

CALCULATION OF REGISTRATION FEE

[Enlarge/Download Table]

PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(3)
------------------------ ------------- ------------------- ------------------- ------------

Common Stock,
$.01 par value per share . . 100,000 $17.25 $1,725,000.00 $594.83

(1) Includes an indeterminate number of shares of Advance Ross Corporation
Common Stock that may be issuable by reason of stock splits, stock
dividends or similar transactions.
(2) The amounts are based upon the average of the high and low sale prices of
Advance Ross Corporation common stock as reported on the NASDAQ National
Market System on October 2, 1995, and are used solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) under the
Securities Act of 1933, as amended.
(3) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein includes 2,036,952 shares of Common Stock
covered by Registration Statement on Form S-8 (No. 33-59952), for which a
filing fee of $2,625.76 was paid and 626,740 shares of Common Stock covered
by Registration Statement on Form S-8 (No. 33-74620), for which a filing
fee of $1,897.78 was paid. The foregoing numbers of shares of Common Stock
covered by these Registration Statements have been adjusted to take into
account a two-for-one stock split of the Company's Common Stock effective
February 4, 1994, and a two-for-one stock split of the Company's Common
Stock effective September 8, 1995.

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The registrant has filed a Registration Statement on Form S-8 (No. 33-59952)
which first became effective on March 25, 1993, and a Registration Statement on
Form S-8 (No. 33-74620) which first became effective on January 27, 1994.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein includes 2,036,952 shares of Common Stock covered
by Registration Statement No. 33-59952, of which 454,248 shares have been
issued and 626,740 shares of Common Stock covered by Registration Statement No.
33-74620, of which 5,348 shares have been issued. The foregoing numbers of
shares of Common Stock covered by these Registration Statements have been
adjusted to take into account a two-for-one stock split of the Company's Common
Stock effective February 4, 1994, and a two-for-one stock split of the
Company's Common Stock effective September 8, 1995.

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PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 in accordance with the rules and regulations of the
Securities and Exchange Commission (the "SEC").

The Form S-8 has one form of prospectus. The prospectus is to be used for
reoffers and resales of the Company's Common Stock acquired pursuant to the
exercise of options by affiliates of the Company who are participating in the
Advance Ross Corporation 1995 Directors Deferral Plan, 1993 Advance Ross
Corporation Stock Option Plan, the Advance Ross Corporation Stock Option Plan
and the Advance Ross/Europe Tax-Free Shopping AB Stock Option Plan. The
Prospectus has been prepared in accordance with the requirements of Form S-3,
as required by the conditions specified in General Instruction C to Form S-8.

The Company has filed a Registration Statement on Form S-8 (No. 33-59952)
which first became effective on March 25, 1993, and a Registration Statement on
Form S-8 (No. 33-74620) which first became effective on January 27, 1994, the
contents of which are herein incorporated by this reference.

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ADVANCE ROSS CORPORATION

1,164,388 SHARES OF COMMON STOCK

233 SOUTH WACKER DRIVE
SUITE 9700
CHICAGO, ILLINOIS 60606-6502
(312) 382-1100

This Prospectus relates to up to 1,164,388 shares of Common Stock ("Common
Stock" or the "Shares") of Advance Ross Corporation (the "Company"), which may
be offered by the Selling Security Holder (as hereinafter defined) listed
herein under the caption "Selling Security Holder." All 1,164,388 Shares may
be acquired upon the exercise of stock options granted to the Selling Security
Holder as a director, officer, employee or consultant of the Company. The
dates on which the options become exercisable, and the respective expiration
dates of the options, are described under the caption "Selling Security
Holder."

The 1,164,388 Shares covered by this Prospectus may be offered by the
Selling Security Holder from time to time in transactions on the NASDAQ
National Market System ("NASDAQ"), at prices and terms then obtainable, through
negotiated transactions at negotiated prices, or through underwriters,
broker-dealers or otherwise, however, there is no commitment to sell any of
these Shares. The amount of Shares offered will be determined from time to
time by each Selling Security Holder at his sole discretion. The Company will
not receive any part of the proceeds of any sales. Any brokers' commissions,
discounts, or other underwriters' compensation will be paid by the Selling
Security Holder.

The Selling Security Holder, and the broker-dealers through whom sales may
be made, may, the Company not so conceding, be deemed to be underwriters under
the Securities Act of 1933 (the "Securities Act"), and any commissions paid or
any discounts or concessions allowed to such broker-dealers may be underwriting
discounts and commissions under the Securities Act.

The Company's Common Stock is traded on NASDAQ. On October 2, 1995, the
closing ask price of the Common Stock on NASDAQ was $17.25 per Share. This
price per Share reflects a two-for-one stock split of the Company's Common
Stock effective September 8, 1995.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR ADE-
QUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is October 6, 1995

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TABLE OF CONTENTS

[Enlarge/Download Table]

PAGE
----

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Selling Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Description of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . 6

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any
sale made through its use shall imply that there has been no change in the
affairs of the Company since the date hereof.

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AVAILABLE INFORMATION

The Company is subject to certain of the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and are also available for inspection and copying at the
following regional offices at the Commission: Room 1028, 75 Park Place, New
York, New York 10007; and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can also be
obtained at prescribed rates by mail addressed to the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549.

The Company has filed a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act with the Commission with
respect to the securities offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement. The Registration Statement, including
the exhibits and schedules thereto, may be inspected and copied in the manner
and at the sources described above.

SELLING SECURITY HOLDERS

Each of the Selling Security Holders identified below is the holder of
non-qualified stock options granted by the Company, and this Prospectus covers
the possible resale of the Common Stock issued or issuable upon the exercise of
these options. The amount of Shares issued or issuable upon the exercise of
the Selling Security Holders' options have been adjusted to take into account a
two-for-one stock split of the Company's Common Stock effective September 8,
1995.

HARVE A. FERRILL

Mr. Ferrill, Chairman of the Board, Chief Executive Officer and a
director of the Company, was granted non-qualified stock options pursuant to
the Advance Ross Corporation Stock Option Plan on October 26, 1992, to acquire
a total of 400,000 Shares at a price of $2.50 per Share that are covered by
this Prospectus. Options to acquire 200,000 Shares became exercisable on each
of April 26, 1993, and April 26, 1994. All of these options expire on October
26, 2002. Mr. Ferrill was also granted non-qualified stock options pursuant to
the 1993 Advance Ross Corporation Stock Option Plan on June 5, 1995, to acquire
a total of 50,000 Shares at a price of $12.50 per Share that are covered by
this Prospectus. Options to acquire 25,000 Shares will become exercisable on
each of June 5, 1996, and June 5, 1997. All of these options expire on June 5,
2005. Mr. Ferrill currently owns 142,600 shares of Common Stock.

PAUL G. YOVOVICH

Mr. Yovovich, President, Chief Operating Officer and a director of the
Company, was granted non-qualified stock options pursuant to the Advance Ross
Corporation Stock Option Plan on June 7, 1993, to acquire a total of 200,000
Shares at a price of $3.75 per Share that are covered by this Prospectus.
Options to acquire 100,000 Shares became exercisable on each of December 7,
1993, and December 7, 1994. All of these options expire on June 7, 2003. Mr.
Yovovich was also granted non-qualified stock options pursuant to the 1993
Advance Ross Corporation Stock Option Plan on June 15, 1993, to acquire a total
of 200,000 Shares at a price of $4.00 per Share that are also covered by this
Prospectus. Options to acquire 100,000 Shares became exercisable on each of
December 15, 1993, and December 15, 1994. All of these options expire on June
15, 2003. Mr. Yovovich was also granted

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additional non-qualified stock options pursuant to the 1993 Advance Ross
Corporation Stock Option Plan on June 5, 1995, to acquire a total of 40,000
Shares at a price of $12.50 per Share that are covered by this Prospectus.
Options to acquire 20,000 Shares will become exercisable on each of June 5,
1996, and June 5, 1997. All of these options expire on June 5, 2005. Mr.
Yovovich currently owns 6,400 shares of Common Stock.

RANDY M. JOSEPH

Mr. Joseph, Vice President, Chief Financial Officer and Treasurer of
the Company, was granted non-qualified stock options pursuant to the 1993
Advance Ross Corporation Stock Option Plan on November 21, 1994, to acquire a
total of 10,000 Shares at a price of $10.13 per Share that are covered by this
Prospectus. Options to acquire 2,000 Shares will become exercisable on each of
November 21, 1995, November 21, 1996, November 21, 1997, November 21, 1998, and
November 21, 1999. All of these options expire on November 21, 2004. Mr.
Joseph was also granted non-qualified stock options pursuant to the 1993
Advance Ross Corporation Stock Option Plan on June 5, 1995, to acquire a total
of 15,000 Shares at a price of $12.50 per Share that are covered by this
Prospectus. Options to acquire 7,500 shares will become exercisable on each of
June 5, 1996, and June 5, 1997. All of these options expire on June 5, 2005.
Mr. Joseph currently owns 1,200 shares of Common Stock.

If either Mr. Ferrill or Mr. Yovovich incurs a termination of
employment prior to June 5, 1997, or Mr. Joseph incurs a termination of
employment prior to November 21, 1999, all or any portion of the options which
are not exercisable on the date immediately preceding the termination of
employment shall not be nor become exercisable at any time on or after the date
of termination of employment, except that if the Selling Security Holder's
termination of employment is due to death or disability, as determined by the
Advance Ross Stock Option Plan Committee, all outstanding options shall be
fully exercisable.

If the termination of employment is due to death, any unexercised and
unexpired options may be exercised at any time within the one year period
immediately following the date of the appointment of a representative. If the
termination of employment is due to cause, any unexercised and unexpired
options shall terminate simultaneously with the date of such termination of
employment. If the termination of employment is due to other than death or
cause, any unexercised and unexpired options shall terminate one year following
the date of such termination of employment.

Upon a "change in control" (as defined in the applicable plan) of the
Company, Mr. Ferrill, Mr. Yovovich and Mr. Joseph's unexercisable options shall
become fully exercisable in accordance with the plan under which they were
issued.

ROGER ANDERSON

Mr. Anderson, a consultant to and director of the Company, was granted
non-qualified stock options pursuant to the Advance Ross/Europe Tax-Free
Shopping AB Stock Option Plan in November 1992 to acquire a total of 334,236
Shares at a price of $3.13 per Share. Mr. Anderson has exercised options on
86,848 Shares, and has remaining options to acquire a total of 247,388 Shares,
all of which are covered by this Prospectus. Options to acquire 20 percent of
the total 334,236 Shares became exercisable on each of November 2, 1993, and
November 2, 1994, and will become exercisable on each of November 2, 1995,
November 2, 1996, and November 2, 1997. All of these options expire on
November 2, 1998. Mr. Anderson was also granted non-qualified stock options
pursuant to the Advance Ross Corporation 1995 Directors Deferral Plan on June
5, 1995, to acquire a total of 2,000 Shares at a price of $12.50 per Share that
are covered by this Prospectus. Options to acquire 100 percent of the total
2,000 Shares will become exercisable on the earlier of June 4, 1996, if Mr.
Anderson is still a director of the Company or the date Mr. Anderson ceases to
be a director of the Company because of his death or disability. All of these
options expire on June 5, 2005. Mr. Anderson currently owns 9,432 shares of
Common Stock.

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Upon a "change in control" (as defined in the applicable plan) of the
Company, Mr. Anderson's unexercisable options issued under the Advance Ross
Corporation 1995 Directors Deferral Plan shall be fully exercisable and in
certain circumstances be converted into cash all in accordance with
such plan and Mr. Anderson's unexercisable options issued under the Advance
Ross/Europe Tax-Free Shopping AB Stock Option Plan shall become fully
exercisable in accordance with such plan.

PLAN OF DISTRIBUTION

The Company will receive no proceeds from this offering. The
securities offered hereby may be sold by the Selling Security Holder acting as
principal for his own account through market transactions on NASDAQ, in one or
more negotiated transactions at negotiated prices, or otherwise. The sale of
securities may be offered to or through underwriters, brokers or dealers, and
such underwriters, brokers or dealers may receive compensation in the form of
underwriting discounts, commissions or concessions from the Selling Security
Holder and/or the purchasers of the securities for whom they act as agent. The
Selling Security Holder and any underwriters, brokers or dealers that
participate in the distribution of the securities may, the Company not so
conceding, be deemed to be underwriters and any compensation received by them
and any provided pursuant to the sale of the securities by them might be deemed
to be underwriting discounts and commissions under the Securities Act. In
order to comply with certain states' securities laws, if applicable, the
securities will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the securities may
not be sold unless the securities have been registered or qualified for sale in
such state or an exemption from registration or qualification is available and
is complied with.

DESCRIPTION OF COMMON STOCK

The Company's authorized capital stock consists of 12,000,000 shares
of common stock, $.01 par value per share, and 1,200,000 shares of preferred
stock, divided into 1,000,000 shares of $1 par value preferred stock (the
"$1.00 Preferred Stock") and 200,000 shares of 5% cumulative preferred stock,
$25 par value per share (the "5% Preferred Stock"). The Company's Common Stock
and 5% Preferred Stock are registered under the Exchange Act.

COMMON STOCK
The authorized common stock of the Company consists of 12,000,000
shares of Common Stock, of which 7,075,370 were issued and outstanding as of
October 2, 1995. All shares of common stock currently outstanding are fully
paid and nonassessable, not subject to redemption and without preemptive or
other rights to subscribe for or purchase any proportionate part of any new or
additional issues of stock of any class or of securities convertible into stock
of any class.

Voting. Holders of Common Stock are entitled to one vote per share.

Conversion. The Common Stock has no conversion rights.

Dividends. Holders of Common Stock are entitled to receive, on a
cumulative basis, after the requirements with respect to the 5% Preferred Stock
have been met and subject to the rights and preferences of the $1.00 Preferred
Stock, their pro rata share of any cash dividend if and when declared by the
Board of Directors from funds legally available therefor.

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Liquidation. After distribution in full of the preferential amount to
be distributed to the holders of the 5% Preferred Stock then outstanding, the
holders of the Common Stock shall, subject to such rights and preferences of
the $1.00 Preferred Stock, be entitled to receive all of the remaining assets
of the corporation available for distribution to its stockholders outstanding
according to the number of shares of Common Stock held by them, respectively.

Transfer Agent. The Company's Transfer Agent and Registrar for the
Common Stock is Chemical Mellon Shareholder Services.

PREFERRED STOCK.
The authorized preferred stock consists of 1,200,000 shares, which
consists of $1.00 par value per share, 1,000,000 shares authorized, none
issued or outstanding and 5% Cumulative Preferred Stock, $25.00 par value per
share, 200,000 shares authorized and 18,775 issued and outstanding as of
October 2, 1995.

The $1.00 Preferred Stock may be issued by resolutions of the
Company's Board of Directors from time to time without any action of the
stockholders. Such resolutions may authorize issuances of the $1.00 Preferred
Stock, and may fix and determine dividend and liquidation preferences, voting
rights, conversion privileges, redemption terms, and other privileges and
rights of the stockholder of the $1.00 Preferred Stock so authorized. Such
$1.00 Preferred Stock shall not be preferred or prior to the 5% Preferred Stock
without the affirmative vote of at least two-thirds of the outstanding shares
of the 5% Preferred Stock.

Voting. The holders of the 5% Preferred Stock have no voting rights
whatsoever, except as set forth in the following sentence. If the Company
fails to make the payments due on the 5% Preferred Stock and such failure
continues for a period of 12 months, the holders of the 5% Preferred Stock
shall have the right, until all dividends accrued have been declared and paid,
voting separately as a class, to elect one-third of the total number of
directors of the Company, or if the number of directors of the Company is not a
multiple of three, the integer next larger than one-third of the entire Board
of Directors.

Conversion. The 5% Preferred Stock has no conversion rights.

Dividends. Holders of the 5% Preferred Stock are entitled to receive
dividends of $1.25 per share per annum in equal quarterly installments.

Liquidation. The holders of the 5% Preferred Stock are entitled to
receive, ratably and equally, a sum equal to all accumulated and accrued unpaid
dividends and $25 per share of 5% Preferred Stock if such distribution is
involuntary or $27.50 per share of 5% Preferred Stock if such distribution is
voluntary.

Redemption. The 5% Preferred Stock is subject to redemption in whole
or in part at the option of the Company upon payment of $27.50 per share plus
accumulated, accrued and unpaid dividends.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the year ended December
31, 1994, the Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, and June 30, 1995, and the Company's Reports on Form 10-C, dated June 30,
1995, and August 25, 1995 are hereby incorporated

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by reference in this Prospectus. All documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Prospectus and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents.

Any statement contained in a document 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 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 Prospectus.

Copies of all documents incorporated herein by reference other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference herein) and of any other documents required to be delivered to
employees pursuant to Rule 428(b) of the Securities Act of 1933, as amended,
will be provided without charge to each person who receives a copy of this
Prospectus upon written or oral request to the Company's principal executive
offices at: 233 South Wacker Drive, Suite 9700, Chicago, Illinois 60606-6502,
Attention: Secretary (telephone: (312) 382-1100).

LEGAL MATTERS

Certain legal matters with respect to the validity of the Common Stock
offered hereby have been passed upon for the Company by Katten Muchin & Zavis,
a partnership including professional corporations, Chicago, Illinois. Herbert
S. Wander, a director of the Company, is a professional corporate member of
Katten Muchin & Zavis, which has and will continue to provide legal services to
the Company. As of September 11, 1995, Mr. Wander directly beneficially owned
20,000 shares of Common Stock and pursuant to the Advance Ross 1995 Directors
Deferral Plan was granted non-qualified stock options to acquire an additional
2,000 shares of Common Stock. Saul E. Rudo, a member of Katten Muchin & Zavis,
directly beneficially owned 600 shares of Common Stock as of October 2, 1995.

* * *

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the SEC are incorporated in this
Registration Statement by reference:

1. Advance Ross Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.

2. Advance Ross Corporation's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1995, and June 30, 1995.

3. Advance Ross Corporation's Reports on Form 10-C, dated June 30,
1995, and August 25, 1995.

4. The description of the Advance Ross Corporation common stock (the
"Common Stock") which is contained in the Company's Registration
Statement filed pursuant to Section 12 of the Securities Exchange
Act of 1934 (the "Exchange Act") and all amendments thereto and
reports filed for the purpose of updating such description.

In addition, all documents filed by the Company or the Plan pursuant
to Sections 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 which indicates that all securities offered hereby have been sold or
which deregisters all such securities then remaining unsold, shall be deemed to
be incorporated in this registration statement by reference and to be a 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.

The Company hereby undertakes to provide without charge to each
person who has received a copy of the prospectus to which this registration
statement relates, upon the written or oral request of any such person, a copy
of any or all the documents that have been or may be incorporated by reference
into this registration statement, other than exhibits to such documents (unless
such exhibits are incorporated therein by reference). The Company hereby
further undertakes to deliver or cause to be delivered to all participants who
have an interest through the Plan in Common Stock (and any other participants
who request such information orally or in writing) who do not otherwise receive
such material, copies of all reports, proxy statements and other communications
distributed by the Company to its stockholders generally, no later than the
time such materials are first sent to its stockholders.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

II-1

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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares offered hereby and legal matters in
connection with the interests in the Plan have been passed upon by Katten
Muchin & Zavis, a partnership including professional corporations. Herbert S.
Wander, a director of the Company, is a professional corporate member of Katten
Muchin & Zavis, which has and will continue to provide legal services to the
Company. As of September 11, 1995, Mr. Wander directly beneficially owned
20,000 shares of Common Stock and pursuant to the Advance Ross Corporation
Directors Deferral Plan was granted non-qualified Stock options to acquire an
additional 2,000 shares of Common Stock. Saul E. Rudo, a member of Katten
Muchin & Zavis directly beneficially owned 600 shares of Common Stock as of
October 2, 1995.

The consolidated financial statements and schedules of the Company
for the periods ended December 31, 1992, 1993 and 1994, included in the
Company's Annual Report on Form 10-K, which have been incorporated by reference
in this Registration Statement on Form S-8 by reference, have been audited by
Deloitte & Touche LLP, independent auditors, as indicated in their report with
respect thereto, and are incorporated herein in reliance upon the authority of
such firm as experts in accounting and auditing.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Fourteenth of the Company's Restated Certificate of
Incorporation as amended (the "Company Certificate") provides that the Company
shall indemnify its directors (former and present) and officers against certain
liabilities and expenses incurred as a result of their duties, and, along with
Article 12 of the By-Laws of the Company, defines the rights of the Company
directors and officers to indemnification by the Company in the event of
personal liability or expenses incurred by them as a result of certain
litigation against them.

The Delaware General Corporation Law (the "GCL") empowers the Company
to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent
of the Company or is or was serving as such with respect to another corporation
or other entity at the request of the Company. In addition, the GCL authorizes
corporations to limit or eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach of
directors' fiduciary duty of care.

The directors and officers of the Company are covered by an insurance
policy, indemnifying them against certain civil liabilities, including certain
liabilities under the federal securities laws, which might be incurred by them
in such capacity. Further, the Company has entered into indemnification
agreements with each member of the board of directors which provide for
additional indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.

ITEM 8. EXHIBITS.
4.1 Advance Ross Corporation 1995 Directors Deferral Plan.

4.2 Form of Advance Ross Corporation 1995 Deferral Plan Option
Agreement.

4.3 1993 Advance Ross Corporation Stock Option Plan. Incorporated
by reference to Exhibit 4.1 of Form S-8 dated January 27, 1994
(File No. 33-74620).

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4.4 Form of Advance Ross/Europe Tax-Free Shopping AB Stock Option
Agreement. Incorporated by reference to Exhibit 4.1 of Form S-8
dated March 25, 1993 (File No. 33-59952).

4.5 Form of Stock Option Agreement by and between the partners of
Hamilton Capital Partners and Advance Ross Corporation.
Incorporated by reference to Item 7(c)(28.6) to Form 8-K, dated
November 2, 1992 (File No. 0-770).

4.6 Advance Ross Corporation Stock Option Plan. Incorporated by
reference to Exhibit 4.2 of Form S-8 dated March 25, 1993 (File
No. 33-59952).

4.7 Amendment to Advance Ross Corporation Stock Option Plan dated
June 8, 1995.

4.8 Form of Advance Ross Corporation Stock Option Agreement.
Incorporated by reference to Exhibit 4.3 of Form S-8 dated March
25, 1993 (File No. 33-59952).

4.9 Amended and Restated Certificate of Incorporation of the
Company. Incorporated by reference to Appendix B of Form S-4
filed on April 14, 1993 (File No. 0-21822).

4.10 Amendment to Amended and Restated Certificate of Incorporation
of the Company dated June 16, 1993.

4.11 Amendment to Amended and Restated Certificate of Incorporation
of the Company dated June 23, 1994.

4.12 By-laws of the Company. Incorporated by reference to Appendix C
of Form S-4 filed on April 14, 1993 (File No. 0-21822).

5 Opinion of Katten Muchin & Zavis as to the legality of the
shares of Common Stock being offered under the Plan.

23.1 Consent of Deloitte & Touche LLP with respect to their reports
on certain financial statements of the Company.

24.3 Consent of Katten Muchin & Zavis (see Exhibit 5).

25.1 Power of Attorney (included on the signature page of this
Registration Statement).

ITEM 9. UNDERTAKINGS.
1. The Company 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, as amended (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,

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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 Statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) 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 registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act 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 Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment and each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 and officers of the
Company and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe 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, and State of Illinois, on the 5th day of
October, 1995.

ADVANCE ROSS CORPORATION
By: /S/ HARVE A. FERRILL
---------------------------------
Harve A. Ferrill, Chief Executive
Officer

NOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Harve A. Ferrill, Randy M. Joseph and Herbert S.
Wander, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign and file any and all
amendments to this Registration Statement, 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 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 each might or could do in person, hereby ratifying and
confirming each act that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities, on the 5th day of October, 1995.

[Enlarge/Download Table]

SIGNATURE TITLE
--------- -----

/S/ HARVE A. FERRILL Chairman of the Board, Chief Executive Officer, Principal
-------------------------- Executive Officer and Director
Harve A. Ferrill

/S/ PAUL G. YOVOVICH President, Chief Operating Officer and Director
--------------------------
Paul G. Yovovich

/S/ RANDY M. JOSEPH Vice President, Treasurer, Chief Financial Officer and
-------------------------- Principal Accounting Officer
Randy M. Joseph

/S/ DUANE R. KULLBERG Director
--------------------------
Duane R. Kullberg

/S/ HERBERT S. WANDER Director
--------------------------
Herbert S. Wander

Director
--------------------------
Thomas J. Peterson

/S/ HAROLD E. GUENTHER Director
--------------------------
Harold E. Guenther

/S/ ROGER E. ANDERSON Director
--------------------------
Roger E. Anderson

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EXHIBIT INDEX

4.1 Advance Ross Corporation 1995 Directors Deferral Plan.