<PAGE>   1
                                                            Registration No. 33-
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                               ---------------

                                  FORM S-8

                                    Under
                         THE SECURITIES ACT OF 1933

                               ---------------

                         EVEREN CAPITAL CORPORATION
           (Exact name of registrant as specified in its charter)
           DELAWARE                                               36-4019175
 (State or Other Jurisdiction        77 WEST WACKER DR.       (I.R.S. Employer
of Incorporation or Organization)  CHICAGO, ILLINOIS 60601   Identification No.)
   (Address, including zip code of registrant's principal executive office)

                               ---------------

                         EVEREN CAPITAL CORPORATION
              1996 NEW EMPLOYEE RESTRICTED STOCK PURCHASE PLAN
                                     AND
                         EVEREN CAPITAL CORPORATION
             1996 EMPLOYEE PERIODIC PAYROLL STOCK PURCHASE PLAN
                                     AND
                         EVEREN CAPITAL CORPORATION
                    1996 RESTRICTED STOCK INCENTIVE PLAN
                          (Full title of the plan)

                               ---------------

                               JAMES R. BORIS
                         EVEREN CAPITAL CORPORATION
                            77 WEST WACKER DRIVE
                           CHICAGO, ILLINOIS 60601
                               (312) 574-6000
(Name, address and telephone number, including area code, of agent for service)

                                 Copies To:
                            JANET L. REALI, ESQ.
                         EVEREN CAPITAL CORPORATION
                            77 WEST WACKER DRIVE
                          CHICAGO, ILLINOIS  60601
                               (312) 574-6000

                       CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
======================================================================================================================
     Title of Securities        Amount to       Proposed Maximum        Proposed Maximum         Amount of
      to Be Registered             be               Offering           Aggregate Offering      Registration
                               Registered     Price Per Share (1)            Price                  Fee
- ----------------------------------------------------------------------------------------------------------------------
 <S>                            <C>                  <C>                  <C>                   <C>
 Common Stock, par value        5,000,000            $12.16               $60,800,000           $20,965.52
 $.01 per share
======================================================================================================================
</TABLE>

(1)      Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
         proposed maximum offering price per share and the registration fee
         have been based on the book value for the Common Stock as of March 31,
         1996.
=============================================================================== 
<PAGE>   2

                                    PART I

                  INFORMATION REQUIRED IN THE SECTION 10(A)

                                  PROSPECTUS



Note:    The documents containing the information required by this section will
         be given to employees eligible to participate in the EVEREN Capital
         Corporation 1996 New Employee Restricted Stock Purchase Plan, the
         EVEREN Capital Corporation 1996 Employee Periodic Payroll Stock
         Purchase Plan, and the EVEREN Capital Corporation 1996 Restricted
         Stock Incentive Plan (the "Plans"), respectively, and are not required
         to be filed with the Commission as a part of the Registration
         Statement or as an Exhibit.





<PAGE>   3

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by EVEREN Capital Corporation, a Delaware
corporation ("EVEREN") are incorporated as of their respective dates in this
Registration Statement by reference:

         A.      EVEREN's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1995.

         B.      All other reports filed by EVEREN pursuant to Sections 13(a)
                 or 15(d) of the Securities Exchange Act of 1934 since
                 September 13, 1995.

         All documents filed by EVEREN pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

COMMON STOCK

         Dividends.  Subject to any prior dividend rights of the holders of
preferred stock, dividends may be paid on the Common Stock, par value $.01 per
share of EVEREN ("Voting Common Stock") as determined by the Board of Directors
out of funds legally available therefor.  EVEREN's ability to pay dividends is
substantially dependent upon the earnings of its subsidiaries, as well as their
ability to declare and pay dividends to EVEREN.  Certain subsidiaries may be
limited in their ability to pay dividends by capital and other rules of
regulatory bodies, as well as certain covenants in instruments governing
certain indebtedness.

         Voting.  Holders of Voting Common Stock are entitled to vote on all
matters to be voted on by the stockholders of EVEREN, including the election of
directors and, except as otherwise required by law or provided in any
resolution adopted by the Board of Directors with respect to any series of
preferred stock, the holders of Voting Common Stock exclusively will possess
all voting power.  Each share of Voting Common Stock is entitled to one vote on
all matters.  Holders of Voting Common Stock do not have cumulative voting
rights.

         Liquidation Value.  After the satisfaction in full of any liquidation
preferences of holders of preferred stock, holders of Voting Common Stock,
together with holders of nonvoting common stock, par value $.01 per share of
EVEREN ("Nonvoting Common Stock"), are entitled to ratable distribution of the
remaining assets available for distribution to stockholders in the event of any
liquidation, dissolution or winding up of EVEREN.

         Other.  The Voting Common Stock is not subject to redemption, whether
by operation of a sinking fund or otherwise.  Holders of Voting Common Stock
are not entitled to preemptive rights under the Restated Certificate of
Incorporation or under the By-laws of EVEREN which are in effect as of the date
of this Registration Statement.





                                       2
<PAGE>   4


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters in connection with any original issuance of
Voting Common Stock offered hereby are being passed upon for EVEREN by Kenneth
A. Koranda, Esq., Senior Vice President and Senior Attorney, of EVEREN
Securities, Inc.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Restated Certificate of Incorporation of EVEREN (the "Certificate
of Incorporation") provides that each person who is or was or had agreed to
become a director or officer of EVEREN, or each such person who is or was
serving or who had agreed to serve at the request of the Board of Directors or
an officer of EVEREN as an employee or agent of EVEREN or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), will be indemnified by EVEREN, in accordance with the
By-Laws of EVEREN (the "By-Laws"), to the full extent permitted by the Delaware
Law, as the same exists or may in the future be amended (but, in the case of
any such amendment, only to the extent that such amendment permits EVEREN to
provide broader indemnification rights than said law permitted EVEREN to
provide prior to such amendment).  The Certificate of Incorporation also
specifically authorizes EVEREN to enter into agreements with any person
providing for indemnification greater than that provided by the Certificate of
Incorporation.

         The By-Laws provide that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director, officer or employee of
EVEREN or is or was serving at the request of EVEREN as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such Proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, will be indemnified
and held harmless by EVEREN to the fullest extent authorized by the Delaware
Law as the same exists or may in the future be amended (but in the case of any
such amendment, only to the extent that such amendment permits EVEREN to
provide broader indemnification rights than said law permitted EVEREN to
provide prior to such amendment), against all expense, liability and loss
(including, without limitation, attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification will continue as to a person who has ceased to be a director,
officer, employee or agent and will inure to the benefit of his or her heirs,
executors and administrators; however, except as described in the next
paragraph with respect to Proceedings seeking to enforce rights to
indemnification, EVEREN will indemnify such person seeking indemnification in
connection with a Proceeding (or part thereof) initiated by such person only if
such Proceeding (or part thereof) was authorized by the Board of Directors of
EVEREN.

         Pursuant to the By-Laws, if a claim described in the preceding
paragraph is not paid in full by EVEREN within thirty days after a written
claim has been received by EVEREN, the claimant may at any time thereafter
bring suit against EVEREN to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such claim.  The By- Laws provide that it will be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any Proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to EVEREN) that the claimant has not met the standards of conduct
which make it permissible under the Delaware Law for EVEREN to indemnify the
claimant for the amount claimed, but the burden of proving such defense will be
on EVEREN.  Neither the failure of EVEREN (including its Board of Directors,
independent legal counsel or stockholders) to have made a determination prior
to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard
of conduct set forth in the Delaware Law, nor an actual determination by EVEREN
(including its Board of Directors, independent legal counsel or stockholders)
that the claimant has not met such applicable standard of conduct, will be a
defense to the action





                                       3
<PAGE>   5

or create a presumption that the claimant has not met the applicable standard
of conduct.  The By-Laws provide that following any "change in control" of
EVEREN of the type required to be reported under Item 1 of Form 8-K promulgated
under the Securities Exchange Act of 1934, any determination as to entitlement
to indemnification will be made by independent legal counsel selected by the
claimant, which independent legal counsel will be retained by the Board of
Directors on behalf of EVEREN.

         The By-Laws provide that the right to indemnification and the payment
of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in the By-Laws will not be exclusive of any other right
which any person may have or may in the future acquire under any statute,
provision of the Certificate of Incorporation, the By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise.  The By-Laws permit
EVEREN to maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of EVEREN or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not EVEREN would have the power to indemnify such
person against such expense, liability or loss under the Delaware Law.  EVEREN
intends to obtain directors' and officers' liability insurance providing
coverage to its directors and officers.  In addition, the By-Laws authorize
EVEREN, to the extent authorized from time to time by EVEREN's Board, to grant
rights to indemnification, and rights to be paid by EVEREN the expenses
incurred in defending any Proceeding in advance of its final disposition, to
any agent of EVEREN to the fullest extent of the provisions of the By-Laws with
respect to the indemnification and advance of its final disposition, to any
agent of EVEREN to the fullest extent of the provisions of the By-Laws with
respect to the indemnification and advancement of expenses of directors,
officers and employees of EVEREN.

         The By-Laws provide that the right of indemnification conferred
therein will be a contract right and will include the right to be paid by
EVEREN the expenses incurred in defending any such Proceeding in advance of its
final disposition, except that if Delaware Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to any employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to EVEREN of an undertaking by or
on behalf of such director or officer, to repay all amounts so advanced if it
is ultimately determined that such director or officer is not entitled to be
indemnified under the By-Laws or otherwise.

         EVEREN has entered into indemnification agreements with each of
EVEREN's independent directors.  The indemnification agreements, among other
things, require EVEREN to indemnify such directors to the fullest extent
permitted by law, and to advance to such directors all related expenses,
subject to reimbursement if it is subsequently determined that indemnification
is not permitted.  EVEREN must also indemnify and advance all expenses incurred
by independent directors seeking to enforce their rights under the
indemnification agreements.  Although the form of indemnification agreement
offers substantially the same scope of coverage afforded by provisions in the
Certificate of Incorporation and the By-Laws, it provides greater assurance to
independent directors that indemnification will be available, because as a
contract, it cannot be modified unilaterally in the future by the Board of
Directors of EVEREN or by the stockholders to eliminate the rights it provides,
an action that is possible with respect to the relevant provisions of the
By-Laws, at least as to prospective elimination of such rights.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
         3.1     Restated Certificate of Incorporation of EVEREN (incorporated
                 by reference to Exhibit 3.1 to EVEREN's Current Report on Form
                 8-K dated September 13, 1995 and filed on September 27, 1995)





                                       4
<PAGE>   6


         3.2     By-Laws of EVEREN (incorporated by reference to Exhibit 3(i)
                 to Quarterly Report on Form 10-Q, for the quarter ended
                 September 30, 1995, filed by EVEREN on November 14, 1995)

         5.1     Opinion of Kenneth A. Koranda regarding the legality of any
                 original issuance of the Voting Common Stock, par value $.01
                 per share

        10.1     The EVEREN Capital Corporation 1996 New Employee Restricted 
                 Stock Purchase Plan

        10.2     The EVEREN Capital Corporation 1996 Employee Periodic Payroll
                 Stock Purchase Plan

        10.3     The EVEREN Capital Corporation 1996 Restricted Stock Incentive
                 Plan

        23.1     Consent of Deloitte & Touche LLP

        23.2     Consent of KPMG Peat Marwick LLP

        23.3     Consent of Kenneth A. Koranda (included in Exhibit 5.1)
        
        24       Power of Attorney (included on the signature pages of the 
                 Registration Statement)

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          Registration Statement 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
                          set forth in the Registration Statement.

                 (2)      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.

                 (3)      To remove from registration by means of a
                          post-effective amendment any of the securities being
                          registered which remain unsold at the termination of
                          the offering.

         (b)     The undersigned registrant hereby undertakes that, for
                 purposes of determining any liability under the Securities Act
                 of 1933, each filing of the registrant's annual report
                 pursuant to Section 13(a) or Section 15(d) of the Securities
                 Exchange Act of 1934 (and each filing of the Plan's annual
                 report pursuant to Section 15(d) of the Securities Exchange
                 Act of 1934) that is incorporated by reference in this
                 Registration Statement shall be deemed to be a new
                 registration statement relating to the securities offered
                 herein, and the offering of such securities at that time shall
                 be deemed to be the initial bona fide offering thereof.

         (c)     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

        



                                       5
<PAGE>   7

                 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 policy as expressed in the Act and will be governed by
                 the final adjudication of such issue.





                                       6
<PAGE>   8

                                  SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, State of Illinois, on this
21st  day of May, 1996.

                                   EVEREN Capital Corporation



                                   By:   /s/ James R. Boris 
                                      ----------------------------------------
                                             James R. Boris
                                             Chairman of the Board and 
                                             Chief Executive Officer

         We, the undersigned officers and directors of EVEREN Capital
Corporation, and each of us, do hereby constitute and appoint each and any of
James R. Boris, Stanley R. Fallis and Janet L. Reali our true and lawful
attorney and agent, with full power of substitution and resubstitution, to do
any and all acts and things in our name and behalf in any and all capacities
and to execute any and all instruments for us in our names in any and all
capacities, which attorney and agent may deem necessary or advisable to enable
said corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but
without limitation, power and authority to sign for us or any of us in our
names in the capacities indicated below, any and all amendments (including
post-effective amendments) hereto; and we do hereby ratify and confirm all that
said attorney and agent, or his substitute, shall do or cause to be done by
virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 21st day
of May, 1996 in the capacities indicated.

      SIGNATURE                                   TITLE


                                Chairman of the Board and Chief Executive
 /s/ James R. Boris             Officer (Principal Executive Officer)
- -----------------------------
               James R. Boris



 /s/ Stephen G. McConahey       Director
- -----------------------------
         Stephen G. McConahey


                                Senior Executive Vice President and Chief
 /s/ Daniel D. Williams         Financial Officer (Principal Financial Officer)
- -----------------------------
           Daniel D. Williams





                                       7
<PAGE>   9



                                    Senior Vice President Controller and Chief
  /s/ Thomas M. Mansheim            Accounting Officer (Principal Accounting
- ----------------------------------  Officer)
           Thomas M. Mansheim                           



  /s/ William M. Daley              Director
- ----------------------------------
              William M. Daley



  /s/ William T. Esrey              Director
- ----------------------------------
               William T. Esrey



  /s/ Homer J. Livingston, Jr.      Director
- ----------------------------------
          Homer J. Livingston, Jr.




  /s/ William C. Springer           Director
- ----------------------------------
             William C. Springer





                                       8
<PAGE>   10

                              INDEX TO EXHIBITS


Exhibit                                                             Sequentially
Number                    Description of Exhibit                   Numbered Page
- ------                    ----------------------                   -------------
       
  3.1    Restated   Certificate   of  Incorporation   of  EVEREN
         Capital   Corporation   ("EVEREN")   (incorporated   by
         reference to  Exhibit 3.1 to EVEREN's Current Report on
         Form  8-K  dated  September   13,  1995  and  filed  on
         September 27, 1995)

  3.2    By-Laws  of   EVEREN  (incorporated  by   reference  to
         Exhibit 3(i) to Quarterly Report  on Form 10-Q, for the
         quarter  ended September 30,  1995 filed  by  EVEREN on
         November 14, 1995)
         
  5.1    Opinion  of Kenneth A.  Koranda regarding  the legality
         of any  original issuance  of the Voting  Common Stock,
         par value $.01 per share
         
 10.1    The  EVEREN  Capital  Corporation  1996   New  Employee
         Restricted Stock Purchase Plan

 10.2    The EVEREN  Capital Corporation 1996  Employee Periodic
         Payroll Stock Purchase Plan
         
 10.3    The  EVEREN Capital  Corporation 1996  Restricted Stock
         Incentive Plan

 23.1    Consent of Deloitte & Touche LLP
         
 23.2    Consent of KPMG Peat Marwick LLP
         
 23.3    Consent    of    Kenneth A.   Koranda    (included   in
         Exhibit 5.1)

  24     Power of  Attorney (included on the  signature pages of
         the Registration Statement)





                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27469}]
{"company-data": {"conformed-name": "EVEREN CAPITAL CORP", "cik": "0000945770", "assigned-sic": "6200", "irs-number": "364019175", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04305", "film-number": "96571178"}, "business-address": {"street1": "77 WEST WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3125746000"}, "mail-address": {"street1": "77 WEST WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60601"}, "former-company": [{"former-conformed-name": "CAPMARC INC", "date-changed": "19950713"}, {"former-conformed-name": "NS SECURITIES INC", "date-changed": "19950525"}]}
1
                                                            Registration No. 33-
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                               ---------------

                                  FORM S-8

                                    Under
                         THE SECURITIES ACT OF 1933

                               ---------------

                         EVEREN CAPITAL CORPORATION
           (Exact name of registrant as specified in its charter)
           DELAWARE                                               36-4019175
 (State or Other Jurisdiction        77 WEST WACKER DR.       (I.R.S. Employer
of Incorporation or Organization)  CHICAGO, ILLINOIS 60601   Identification No.)
   (Address, including zip code of registrant's principal executive office)

                               ---------------

                         EVEREN CAPITAL CORPORATION
              1996 NEW EMPLOYEE RESTRICTED STOCK PURCHASE PLAN
                                     AND
                         EVEREN CAPITAL CORPORATION
             1996 EMPLOYEE PERIODIC PAYROLL STOCK PURCHASE PLAN
                                     AND
                         EVEREN CAPITAL CORPORATION
                    1996 RESTRICTED STOCK INCENTIVE PLAN
                          (Full title of the plan)

                               ---------------

                               JAMES R. BORIS
                         EVEREN CAPITAL CORPORATION
                            77 WEST WACKER DRIVE
                           CHICAGO, ILLINOIS 60601
                               (312) 574-6000
(Name, address and telephone number, including area code, of agent for service)

                                 Copies To:
                            JANET L. REALI, ESQ.
                         EVEREN CAPITAL CORPORATION
                            77 WEST WACKER DRIVE
                          CHICAGO, ILLINOIS  60601
                               (312) 574-6000

                       CALCULATION OF REGISTRATION FEE
======================================================================================================================
     Title of Securities        Amount to       Proposed Maximum        Proposed Maximum         Amount of
      to Be Registered             be               Offering           Aggregate Offering      Registration
                               Registered     Price Per Share (1)            Price                  Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, par value        5,000,000            $12.16               $60,800,000           $20,965.52
 $.01 per share
======================================================================================================================
(1)      Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
         proposed maximum offering price per share and the registration fee
         have been based on the book value for the Common Stock as of March 31,
         1996.
===============================================================================
2

                                    PART I

                  INFORMATION REQUIRED IN THE SECTION 10(A)

                                  PROSPECTUS

Note:    The documents containing the information required by this section will
         be given to employees eligible to participate in the EVEREN Capital
         Corporation 1996 New Employee Restricted Stock Purchase Plan, the
         EVEREN Capital Corporation 1996 Employee Periodic Payroll Stock
         Purchase Plan, and the EVEREN Capital Corporation 1996 Restricted
         Stock Incentive Plan (the "Plans"), respectively, and are not required
         to be filed with the Commission as a part of the Registration
         Statement or as an Exhibit.
3

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by EVEREN Capital Corporation, a Delaware
corporation ("EVEREN") are incorporated as of their respective dates in this
Registration Statement by reference:

         A.      EVEREN's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1995.

         B.      All other reports filed by EVEREN pursuant to Sections 13(a)
                 or 15(d) of the Securities Exchange Act of 1934 since
                 September 13, 1995.

         All documents filed by EVEREN pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

COMMON STOCK

         Dividends.  Subject to any prior dividend rights of the holders of
preferred stock, dividends may be paid on the Common Stock, par value $.01 per
share of EVEREN ("Voting Common Stock") as determined by the Board of Directors
out of funds legally available therefor.  EVEREN's ability to pay dividends is
substantially dependent upon the earnings of its subsidiaries, as well as their
ability to declare and pay dividends to EVEREN.  Certain subsidiaries may be
limited in their ability to pay dividends by capital and other rules of
regulatory bodies, as well as certain covenants in instruments governing
certain indebtedness.

         Voting.  Holders of Voting Common Stock are entitled to vote on all
matters to be voted on by the stockholders of EVEREN, including the election of
directors and, except as otherwise required by law or provided in any
resolution adopted by the Board of Directors with respect to any series of
preferred stock, the holders of Voting Common Stock exclusively will possess
all voting power.  Each share of Voting Common Stock is entitled to one vote on
all matters.  Holders of Voting Common Stock do not have cumulative voting
rights.

         Liquidation Value.  After the satisfaction in full of any liquidation
preferences of holders of preferred stock, holders of Voting Common Stock,
together with holders of nonvoting common stock, par value $.01 per share of
EVEREN ("Nonvoting Common Stock"), are entitled to ratable distribution of the
remaining assets available for distribution to stockholders in the event of any
liquidation, dissolution or winding up of EVEREN.

         Other.  The Voting Common Stock is not subject to redemption, whether
by operation of a sinking fund or otherwise.  Holders of Voting Common Stock
are not entitled to preemptive rights under the Restated Certificate of
Incorporation or under the By-laws of EVEREN which are in effect as of the date
of this Registration Statement.

                                       2
4

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters in connection with any original issuance of
Voting Common Stock offered hereby are being passed upon for EVEREN by Kenneth
A. Koranda, Esq., Senior Vice President and Senior Attorney, of EVEREN
Securities, Inc.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Restated Certificate of Incorporation of EVEREN (the "Certificate
of Incorporation") provides that each person who is or was or had agreed to
become a director or officer of EVEREN, or each such person who is or was
serving or who had agreed to serve at the request of the Board of Directors or
an officer of EVEREN as an employee or agent of EVEREN or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), will be indemnified by EVEREN, in accordance with the
By-Laws of EVEREN (the "By-Laws"), to the full extent permitted by the Delaware
Law, as the same exists or may in the future be amended (but, in the case of
any such amendment, only to the extent that such amendment permits EVEREN to
provide broader indemnification rights than said law permitted EVEREN to
provide prior to such amendment).  The Certificate of Incorporation also
specifically authorizes EVEREN to enter into agreements with any person
providing for indemnification greater than that provided by the Certificate of
Incorporation.

         The By-Laws provide that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director, officer or employee of
EVEREN or is or was serving at the request of EVEREN as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such Proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, will be indemnified
and held harmless by EVEREN to the fullest extent authorized by the Delaware
Law as the same exists or may in the future be amended (but in the case of any
such amendment, only to the extent that such amendment permits EVEREN to
provide broader indemnification rights than said law permitted EVEREN to
provide prior to such amendment), against all expense, liability and loss
(including, without limitation, attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification will continue as to a person who has ceased to be a director,
officer, employee or agent and will inure to the benefit of his or her heirs,
executors and administrators; however, except as described in the next
paragraph with respect to Proceedings seeking to enforce rights to
indemnification, EVEREN will indemnify such person seeking indemnification in
connection with a Proceeding (or part thereof) initiated by such person only if
such Proceeding (or part thereof) was authorized by the Board of Directors of
EVEREN.

         Pursuant to the By-Laws, if a claim described in the preceding
paragraph is not paid in full by EVEREN within thirty days after a written
claim has been received by EVEREN, the claimant may at any time thereafter
bring suit against EVEREN to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such claim.  The By- Laws provide that it will be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any Proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to EVEREN) that the claimant has not met the standards of conduct
which make it permissible under the Delaware Law for EVEREN to indemnify the
claimant for the amount claimed, but the burden of proving such defense will be
on EVEREN.  Neither the failure of EVEREN (including its Board of Directors,
independent legal counsel or stockholders) to have made a determination prior
to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard
of conduct set forth in the Delaware Law, nor an actual determination by EVEREN
(including its Board of Directors, independent legal counsel or stockholders)
that the claimant has not met such applicable standard of conduct, will be a
defense to the action

                                       3
5

or create a presumption that the claimant has not met the applicable standard
of conduct.  The By-Laws provide that following any "change in control" of
EVEREN of the type required to be reported under Item 1 of Form 8-K promulgated
under the Securities Exchange Act of 1934, any determination as to entitlement
to indemnification will be made by independent legal counsel selected by the
claimant, which independent legal counsel will be retained by the Board of
Directors on behalf of EVEREN.

         The By-Laws provide that the right to indemnification and the payment
of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in the By-Laws will not be exclusive of any other right
which any person may have or may in the future acquire under any statute,
provision of the Certificate of Incorporation, the By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise.  The By-Laws permit
EVEREN to maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of EVEREN or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not EVEREN would have the power to indemnify such
person against such expense, liability or loss under the Delaware Law.  EVEREN
intends to obtain directors' and officers' liability insurance providing
coverage to its directors and officers.  In addition, the By-Laws authorize
EVEREN, to the extent authorized from time to time by EVEREN's Board, to grant
rights to indemnification, and rights to be paid by EVEREN the expenses
incurred in defending any Proceeding in advance of its final disposition, to
any agent of EVEREN to the fullest extent of the provisions of the By-Laws with
respect to the indemnification and advance of its final disposition, to any
agent of EVEREN to the fullest extent of the provisions of the By-Laws with
respect to the indemnification and advancement of expenses of directors,
officers and employees of EVEREN.

         The By-Laws provide that the right of indemnification conferred
therein will be a contract right and will include the right to be paid by
EVEREN the expenses incurred in defending any such Proceeding in advance of its
final disposition, except that if Delaware Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to any employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to EVEREN of an undertaking by or
on behalf of such director or officer, to repay all amounts so advanced if it
is ultimately determined that such director or officer is not entitled to be
indemnified under the By-Laws or otherwise.

         EVEREN has entered into indemnification agreements with each of
EVEREN's independent directors.  The indemnification agreements, among other
things, require EVEREN to indemnify such directors to the fullest extent
permitted by law, and to advance to such directors all related expenses,
subject to reimbursement if it is subsequently determined that indemnification
is not permitted.  EVEREN must also indemnify and advance all expenses incurred
by independent directors seeking to enforce their rights under the
indemnification agreements.  Although the form of indemnification agreement
offers substantially the same scope of coverage afforded by provisions in the
Certificate of Incorporation and the By-Laws, it provides greater assurance to
independent directors that indemnification will be available, because as a
contract, it cannot be modified unilaterally in the future by the Board of
Directors of EVEREN or by the stockholders to eliminate the rights it provides,
an action that is possible with respect to the relevant provisions of the
By-Laws, at least as to prospective elimination of such rights.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
         3.1     Restated Certificate of Incorporation of EVEREN (incorporated
                 by reference to Exhibit 3.1 to EVEREN's Current Report on Form
                 8-K dated September 13, 1995 and filed on September 27, 1995)

                                       4
6

         3.2     By-Laws of EVEREN (incorporated by reference to Exhibit 3(i)
                 to Quarterly Report on Form 10-Q, for the quarter ended
                 September 30, 1995, filed by EVEREN on November 14, 1995)

         5.1     Opinion of Kenneth A. Koranda regarding the legality of any
                 original issuance of the Voting Common Stock, par value $.01
                 per share

        10.1     The EVEREN Capital Corporation 1996 New Employee Restricted 
                 Stock Purchase Plan

        10.2     The EVEREN Capital Corporation 1996 Employee Periodic Payroll
                 Stock Purchase Plan

        10.3     The EVEREN Capital Corporation 1996 Restricted Stock Incentive
                 Plan

        23.1     Consent of Deloitte & Touche LLP

        23.2     Consent of KPMG Peat Marwick LLP

        23.3     Consent of Kenneth A. Koranda (included in Exhibit 5.1)
        
        24       Power of Attorney (included on the signature pages of the 
                 Registration Statement)

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          Registration Statement 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
                          set forth in the Registration Statement.

                 (2)      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.

                 (3)      To remove from registration by means of a
                          post-effective amendment any of the securities being
                          registered which remain unsold at the termination of
                          the offering.

         (b)     The undersigned registrant hereby undertakes that, for
                 purposes of determining any liability under the Securities Act
                 of 1933, each filing of the registrant's annual report
                 pursuant to Section 13(a) or Section 15(d) of the Securities
                 Exchange Act of 1934 (and each filing of the Plan's annual
                 report pursuant to Section 15(d) of the Securities Exchange
                 Act of 1934) that is incorporated by reference in this
                 Registration Statement shall be deemed to be a new
                 registration statement relating to the securities offered
                 herein, and the offering of such securities at that time shall
                 be deemed to be the initial bona fide offering thereof.

         (c)     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

        

                                       5
7

                 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 policy as expressed in the Act and will be governed by
                 the final adjudication of such issue.

                                       6
8

                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, State of Illinois, on this
21st  day of May, 1996.

                                   EVEREN Capital Corporation

                                   By:   /s/ James R. Boris 
                                      ----------------------------------------
                                             James R. Boris
                                             Chairman of the Board and 
                                             Chief Executive Officer

         We, the undersigned officers and directors of EVEREN Capital
Corporation, and each of us, do hereby constitute and appoint each and any of
James R. Boris, Stanley R. Fallis and Janet L. Reali our true and lawful
attorney and agent, with full power of substitution and resubstitution, to do
any and all acts and things in our name and behalf in any and all capacities
and to execute any and all instruments for us in our names in any and all
capacities, which attorney and agent may deem necessary or advisable to enable
said corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but
without limitation, power and authority to sign for us or any of us in our
names in the capacities indicated below, any and all amendments (including
post-effective amendments) hereto; and we do hereby ratify and confirm all that
said attorney and agent, or his substitute, shall do or cause to be done by
virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 21st day
of May, 1996 in the capacities indicated.

      SIGNATURE                                   TITLE

                                Chairman of the Board and Chief Executive
 /s/ James R. Boris             Officer (Principal Executive Officer)
- -----------------------------
               James R. Boris

 /s/ Stephen G. McConahey       Director
- -----------------------------
         Stephen G. McConahey

                                Senior Executive Vice President and Chief
 /s/ Daniel D. Williams         Financial Officer (Principal Financial Officer)
- -----------------------------
           Daniel D. Williams

                                       7
9

                                    Senior Vice President Controller and Chief
  /s/ Thomas M. Mansheim            Accounting Officer (Principal Accounting
- ----------------------------------  Officer)
           Thomas M. Mansheim                           

  /s/ William M. Daley              Director
- ----------------------------------
              William M. Daley

  /s/ William T. Esrey              Director
- ----------------------------------
               William T. Esrey

  /s/ Homer J. Livingston, Jr.      Director
- ----------------------------------
          Homer J. Livingston, Jr.

  /s/ William C. Springer           Director
- ----------------------------------
             William C. Springer

                                       8
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                              INDEX TO EXHIBITS

Exhibit                                                             Sequentially
Number                    Description of Exhibit                   Numbered Page
- ------                    ----------------------                   -------------
       
  3.1    Restated   Certificate   of  Incorporation   of  EVEREN
         Capital   Corporation   ("EVEREN")   (incorporated   by
         reference to  Exhibit 3.1 to EVEREN's Current Report on
         Form  8-K  dated  September   13,  1995  and  filed  on
         September 27, 1995)

  3.2    By-Laws  of   EVEREN  (incorporated  by   reference  to
         Exhibit 3(i) to Quarterly Report  on Form 10-Q, for the
         quarter  ended September 30,  1995 filed  by  EVEREN on
         November 14, 1995)
         
  5.1    Opinion  of Kenneth A.  Koranda regarding  the legality
         of any  original issuance  of the Voting  Common Stock,
         par value $.01 per share
         
 10.1    The  EVEREN  Capital  Corporation  1996   New  Employee
         Restricted Stock Purchase Plan

 10.2    The EVEREN  Capital Corporation 1996  Employee Periodic
         Payroll Stock Purchase Plan
         
 10.3    The  EVEREN Capital  Corporation 1996  Restricted Stock
         Incentive Plan

 23.1    Consent of Deloitte & Touche LLP
         
 23.2    Consent of KPMG Peat Marwick LLP
         
 23.3    Consent    of    Kenneth A.   Koranda    (included   in
         Exhibit 5.1)

  24     Power of  Attorney (included on the  signature pages of
         the Registration Statement)

                                       9