<PAGE> 1
SECOND QUARTER - 1995
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
_________________________
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended June 30, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from __________ to __________
_________________________
Commission file number 1-2438
I.R.S. Employer Identification Number 36-1262880
INLAND STEEL COMPANY
(a Delaware Corporation)
30 West Monroe Street
Chicago, Illinois 60603
Telephone: (312) 346-0300
Registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 980 shares of the Company's
Common Stock ($1.00 par value per share) were outstanding as of August 9, 1995.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
________________________________________________________________________________
________________________________________________________________________________
<TABLE>
<CAPTION>
Dollars in Millions
--------------------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
------------------------ -----------------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $ 685.4 $ 643.2 $1,337.1 $1,234.0
-------- -------- -------- --------
OPERATING COSTS AND EXPENSES
Cost of goods sold 573.9 554.3 1,132.8 1,093.5
Selling, general and
administrative expenses 11.5 11.5 21.9 21.0
Depreciation 30.4 30.7 61.5 59.2
-------- -------- --------- ---------
Total 615.8 596.5 1,216.2 1,173.7
-------- -------- --------- ---------
OPERATING PROFIT 69.6 46.7 120.9 60.3
General corporate expense,
net of income items 3.3 1.7 7.4 4.7
Interest and other expense on debt 12.0 13.8 24.7 27.1
-------- -------- --------- ---------
INCOME BEFORE INCOME TAXES 54.3 31.2 88.8 28.5
PROVISION FOR INCOME TAXES 20.9 11.1 34.2 10.3
-------- -------- --------- ---------
NET INCOME $ 33.4 $ 20.1 $ 54.6 $ 18.2
======== ======== ========= =========
</TABLE>
See notes to consolidated financial statements
<PAGE> 3
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
________________________________________________________________________________
________________________________________________________________________________
<TABLE>
<CAPTION>
Dollars in Millions
-------------------
Six Months Ended
June 30
---------------------------
1995 1994
---------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 54.6 $ 18.2
------- -------
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation 61.5 59.2
Deferred income taxes 35.1 11.9
Deferred employee benefit cost (78.6) 23.1
Change in: Receivables 9.2 9.1
Inventories (30.1) (19.1)
Advances (28.2) --
Accounts payable (18.5) (36.1)
Payables to related companies (.1) (2.6)
Accrued salaries and wages 2.1 9.2
Other accrued liabilities 12.6 (6.3)
Other deferred items (3.3) 4.8
-------- --------
Net adjustments (38.3) 53.2
-------- --------
Net cash provided from operating activities 16.3 71.4
-------- --------
INVESTING ACTIVITIES
Capital expenditures (44.0) (101.7)
Investments in and advances to joint ventures, net 6.2 8.8
Proceeds from sales of assets .4 1.7
------- --------
Net cash used for investing activities (37.4) (91.2)
------- --------
FINANCING ACTIVITIES
Additional contributed capital -- 110.0
Long-term debt issued -- 19.7
Long-term debt retired (4.1) (153.9)
Change in notes payable to related companies 38.1 56.9
Dividends paid (12.9) (12.9)
------- --------
Net cash provided from financing activities 21.1 19.8
------- --------
Net increase in cash and cash equivalents -- --
Cash and cash equivalents - beginning of year -- --
------- --------
Cash and cash equivalents - end of period $ -- $ --
======= ========
SUPPLEMENTAL DISCLOSURES
Cash paid (received) during the period for:
Interest (net of amount capitalized) $ 24.0 $ 27.9
Income taxes, net (2.0) (5.8)
Non-cash investing and financing activities:
Long-term debt acquired in purchase of assets -- 63.3
</TABLE>
See notes to consolidated financial statements
<PAGE> 4
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED BALANCE SHEET
________________________________________________________________________________
________________________________________________________________________________
<TABLE>
<CAPTION>
Dollars in Millions
----------------------------------------------------------
ASSETS June 30, 1995 December 31, 1994
------ ----------------------- ---------------------------
(unaudited)
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ -- $ --
Receivables 265.2 274.4
Inventories - principally at LIFO
In process and finished products $ 126.3 $ 92.1
Raw materials and supplies 60.7 187.0 64.8 156.9
--------- --------
Advances 28.2 --
Deferred income taxes 28.6 28.0
-------- --------
Total current assets 509.0 459.3
INVESTMENTS IN AND ADVANCES
TO JOINT VENTURES 198.8 204.9
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost 3,824.9 3,779.8
Less: Reserve for depreciation,
amortization and depletion 2,400.7 2,339.3
Allowance for terminated facilities 100.7 1,323.5 100.7 1,339.8
--------- --------
DEFERRED INCOME TAXES 300.4 336.1
OTHER ASSETS 20.5 21.8
-------- --------
Total Assets $2,352.2 $2,361.9
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 223.0 $ 241.5
Payables to related companies
Notes 177.1 139.0
Trade & other 7.8 7.9
Accrued liabilities 165.3 150.6
Long-term debt due within one year 6.3 6.6
--------- --------
Total current liabilities 579.5 545.6
LONG-TERM DEBT 413.2 417.1
DEFERRED EMPLOYEE BENEFITS 1,075.6 1,154.2
OTHER CREDITS 40.4 43.2
-------- --------
Total liabilities 2,108.7 2,160.1
STOCKHOLDER'S EQUITY (Schedule A) 243.5 201.8
-------- --------
Total Liabilities and Stockholder's Equity $2,352.2 $2,361.9
======== ========
</TABLE>
See notes to consolidated financial statements
<PAGE> 5
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
________________________________________________________________________________
________________________________________________________________________________
NOTE 1/FINANCIAL STATEMENTS
Results of operations for any interim period are not necessarily indicative of
results of any other periods or for the year. The financial statements as of
June 30, 1995 and for the three-month and six-month periods ended June 30, 1995
and 1994 are unaudited, but in the opinion of management include all
adjustments necessary for a fair presentation of results for such periods.
These financial statements should be read in conjunction with the financial
statements and related notes contained in the Annual Report on Form 10-K for
the year ended December 31, 1994.
NOTE 2/RELATED PARTY TRANSACTIONS
The Company has agreed to procedures established by Inland Steel Industries,
Inc. ("Industries") for charging Industries' administrative expenses to the
operating companies owned by it. Pursuant to these procedures, the Company was
charged $9.3 million by Industries for each of the first six months of 1995 and
1994, respectively, for management, financial and legal services provided to
the Company.
Procedures also have been established to charge interest on all intercompany
loans within the Industries group of companies. Such loans currently bear
interest at the prime rate. The Company's net intercompany interest expense
for the first six months of 1995 totaled $5.9 million as compared to $3.3
million for the first six months of 1994.
The Company sells to and purchases products from other companies within the
Industries group of companies. Such transactions are made at prevailing market
prices. These transactions are summarized as follows:
<TABLE>
<CAPTION>
Dollars in Millions
----------------------------------------------------
Three Months Six Months
Ended June 30 Ended June 30
----------------------- -----------------------
1995 1994 1995 1994
------- ------- ------- ------
<S> <C> <C> <C> <C>
Net Product Sales $41.4 $54.3 $85.8 $107.0
Net Product Purchases 5.8 5.0 11.3 9.6
</TABLE>
NOTE 3/COMMITMENTS
The total amount of firm commitments of the Company and its subsidiaries to
contractors and suppliers, primarily in connection with additions to property,
plant and equipment, was $35 million at June 30, 1995 compared with $39 million
at December 31, 1994.
<PAGE> 6
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - Comparison of First Six Months of 1995 to First Six
Months of 1994
The Company reported consolidated net income of $54.6 million in the
first six months of 1995 compared with $18.2 million in the comparable 1994
period. An improvement in operating results was the primary factor leading to
the increase.
Consolidated net sales of $1.34 billion increased 8 percent from the
comparable 1994 period due primarily to an improvement in average selling price
as shipments increased marginally. Higher average selling price was also the
primary factor leading to operating profit increasing to $121 million, more
than double year-earlier levels.
<PAGE> 7
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3.(i) Copy of Restated Certificate of Incorporation of the Company.
(Filed as Exhibit 3-A to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992, and incorporated by
reference herein.)
3.(ii) Copy of By-laws, as amended, of the Company. (Filed as Exhibit
3.(ii) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated by reference herein.)
4.A Copy of First Mortgage Indenture, dated April 1, 1928, between
the Company and First Trust and Savings Bank and Melvin A.
Traylor, as Trustees, and of supplemental indentures thereto, to
and including the Thirty-Second Supplemental Indenture,
incorporated by reference from the following Exhibits: (i)
Exhibits B-1(a), B-1(b), B-1(c), B-1(d) and B-1(e), filed with
the Company's Registration Statement on Form A-2 (No. 2-1855);
(ii) Exhibits D-1(f) and D-1(g), filed with the Company's
Registration Statement on Form E-1 (No. 2-2182); (iii) Exhibit
B-1(h), filed with the Company's Current Report on Form 8-K dated
January 18, 1937; (iv) Exhibit B-1(i), filed with the Company's
Current Report on Form 8-K, dated February 8, 1937; (v) Exhibits
B-1(j) and B-1(k), filed with the Company's Current Report on
Form 8-K for the month of April, 1940; (vi) Exhibit B-2, filed
with the Company's Registration Statement on Form A-2 (No.
2-4357); (vii) Exhibit B-1(l), filed with the Company's Current
Report on Form 8-K for the month of January, 1945; (viii) Exhibit
1, filed with the Company's Current Report on Form 8-K for the
month of November, 1946; (ix) Exhibit 1, filed with the Company's
Current Report on Form 8-K for the months of July and August,
1948; (x) Exhibits B and C, filed with the Company's Current
Report on Form 8-K for the month of March, 1952; (xi) Exhibit A,
filed with the Company's Current Report on Form 8-K for the month
of July, 1956; (xii) Exhibit A, filed with the Company's Current
Report on Form 8-K for the month of July, 1957; (xiii) Exhibit B,
filed with the Company's Current Report on Form 8-K for the
month of January, 1959; (xiv) the Exhibit filed with the
Company's Current Report on Form 8-K for the month of December,
1967; (xv) the Exhibit filed with the Company's Current Report on
Form 8-K for the month of April, 1969; (xvi) the Exhibit filed
with the Company's Current Report on Form 8-K for the month of
July, 1970; (xvii) the Exhibit filed with the amendment on Form 8
to the Company's Current Report on Form 8-K for the month of
April 1974; (xviii) Exhibit B, filed with the Company's Current
Report on Form 8-K for the month of September, 1975; (xix)
Exhibit B, filed with the Company's Current Report on Form 8-K
for the month of January, 1977; (xx) Exhibit C, filed with the
Company's Current Report on Form 8-K for the month of February,
1977; (xxi) Exhibit B, filed with the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1978; (xxii) Exhibit
B, filed with the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1980; (xxiii) Exhibit 4-D, filed with the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1980; (xxiv) Exhibit 4-D, filed with the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1982; (xxv) Exhibit 4-E, filed with the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1983; (xxvi)
Exhibit 4(i) filed with the Steel Company's Registration
Statement on Form S-2 (No. 33-43393); and (xxvii) Exhibit 4 filed
with the Company's Current Report on Form 8-K dated June 23,
1993.
<PAGE> 8
4.B Copy of consolidated reprint of First Mortgage Indenture, dated
April 1, 1928, between the Company and First Trust and Savings
Bank and Melvin A. Traylor, as Trustees, as amended and
supplemented by all supplemental indentures thereto, to and
including the Thirteenth Supplemental Indenture. (Filed as
Exhibit 4-E to Form S-1 Registration Statement No. 2-9443, and
incorporated by reference herein.)
4.C Copy of the Thirty-Third Supplemental Indenture dated as of June
1, 1995 from Inland Steel Company to First National Bank and John
G. Finley as Trustees to the First Mortgage Indenture dated April
1, 1928 between Inland Steel Company and First Trust and Savings
Bank and Melvin A. Traylor, as Trustees.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the
quarter ended June 30, 1995.
<PAGE> 9
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INLAND STEEL COMPANY
By LILY L. MAY
----------------------
Lily L. May
Vice President -
Finance and Purchasing,
Principal Financial Officer
and Controller
Date: August 9, 1995
<PAGE> 10
Part I -- Schedule A
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
SUMMARY OF STOCKHOLDER'S EQUITY
________________________________________________________________________________
________________________________________________________________________________
<TABLE>
<CAPTION>
Dollars in Millions
-----------------------------------------------------------------------
June 30, 1995 December 31, 1994
----------------------------- --------------------------
(unaudited)
<S> <C> <C> <C> <C>
STOCKHOLDER'S EQUITY
--------------------
Series A preferred stock ($1 par value)
- 10 shares issued and outstanding $ - $ -
Series B preferred stock ($1 par value)
- 50 shares issued and outstanding - -
Series C preferred stock ($1 par value)
- 50 shares issued and outstanding - -
Common stock ($1 par value)
- 980 shares issued and outstanding - -
Additional paid-in capital 1,194.5 1,194.5
Retained earnings
Balance beginning of year $(992.7) $(1,020.8)
Net income 54.6 53.9
Dividends (12.9) (951.0) (25.8) (992.7)
-------- ---------- ------- --------
Total Stockholder's Equity $ 243.5 $ 201.8
======= =======
</TABLE>
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
------- ----------- --------
<S> <C> <C>
3.(i) Copy of Restated Certificate of Incorporation of the Company. (Filed as Exhibit 3-A to
the Company's Annual Report on Form 10-K for the year ended December 31, 1992, and --
incorporated by reference herein.)
3.(ii) Copy of By-laws, as amended, of the Company. (Filed as Exhibit 3.(ii) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated by
reference herein.) --
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
------- ----------- --------
<S> <C> <C>
4.A Copy of First Mortgage Indenture, dated April 1, 1928, between
the Company and First Trust and Savings Bank and Melvin A.
Traylor, as Trustees, and of supplemental indentures thereto, to
and including the Thirty-Second Supplemental Indenture,
incorporated by reference from the following Exhibits: (i)
Exhibits B-1(a), B-1(b), B-1(c), B-1(d) and B-1(e), filed with
the Company's Registration Statement on Form A-2 (No. 2-1855);
(ii) Exhibits D-1(f) and D-1(g), filed with the Company's
Registration Statement on Form E-1 (No. 2-2182); (iii) Exhibit
B-1(h), filed with the Company's Current Report on Form 8-K
dated January 18, 1937; (iv) Exhibit B-1(i), filed with the
Company's Current Report on Form 8-K, dated February 8, 1937;
(v) Exhibits B-1(j) and B-1(k), filed with the Company's Current
Report on Form 8-K for the month of April, 1940; (vi) Exhibit
B-2, filed with the Company's Registration Statement on Form A-2
(No. 2-4357); (vii) Exhibit B-1(l), filed with the Company's
Current Report on Form 8-K for the month of January, 1945;
(viii) Exhibit 1, filed with the Company's Current Report on
Form 8-K for the month of November, 1946; (ix) Exhibit 1, filed
with the Company's Current Report on Form 8-K for the months of
July and August, 1948; (x) Exhibits B and C, filed with the
Company's Current Report on Form 8-K for the month of March,
1952; (xi) Exhibit A, filed with the Company's Current Report on
Form 8-K for the month of July, 1956; (xii) Exhibit A, filed
with the Company's Current Report on Form 8-K for the month of
July, 1957; (xiii) Exhibit B, filed with the Company's Current
Report on Form 8-K for the month of January, 1959; (xiv) the
Exhibit filed with the Company's Current Report on Form 8-K for
the month of December, 1967; (xv) the Exhibit filed with the
Company's Current Report on Form 8-K for the month of April,
1969; (xvi) the Exhibit filed with the Company's Current Report
on Form 8-K for the month of July, 1970; (xvii) the Exhibit
filed with the amendment on Form 8 to the Company's Current
Report on Form 8-K for the month of April 1974; (xviii) Exhibit
B, filed with the Company's Current Report on Form 8-K for the
month of September, 1975; (xix) Exhibit B, filed with the
Company's Current Report on Form 8-K for the month of January,
1977; (xx) Exhibit C, filed with the Company's Current Report on
Form 8-K for the month of February, 1977; (xxi) Exhibit B, filed
with the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1978; (xxii) Exhibit B, filed with the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1980; (xxiii) Exhibit 4-D, filed with the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1980;
(xxiv) Exhibit 4-D, filed with the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,nn 1982; (xxv)
Exhibit 4-E, filed with the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1983; (xxvi) Exhibit 4(i) --
filed with the Steel Company's Registration Statement on Form
S-2 (No. 33-43393); and (xxvii) Exhibit 4 filed with the
Company's Current Report on Form 8-K dated June 23, 1993.
4.B Copy of consolidated reprint of First Mortgage Indenture, dated
April 1, 1928, between the Company and First Trust and Savings
Bank and Melvin A. Traylor, as Trustees, as amended and
supplemented by all supplemental indentures thereto, to and
including the Thirteenth Supplemental Indenture. (Filed as
Exhibit 4-E to Form S-1 Registration Statement No. 2-9443, and --
incorporated by reference herein.)
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
------- ----------- --------
<S> <C> <C>
4.C Copy of the Thirty-Third Supplemental Indenture dated as of June 1, 1995 from Inland
Steel Company to First National Bank and John G. Finley as Trustees, to the First
Mortgage Indenture dated April 1, 1928 between Inland Steel Company and First Trust and
Savings Bank and Melvin A. Traylor, as Trustees . . . . . . . . . . . . . . . . . . . .
27 Financial Data Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE> 1
EXHIBIT 4.C
INLAND STEEL COMPANY
TO
THE FIRST NATIONAL BANK OF CHICAGO
AND
JOHN G. FINLEY
As Trustees
____________________
THIRTY-THIRD SUPPLEMENTAL INDENTURE
____________________
____________________
DATED AS OF JUNE 1, 1995
This Instrument Prepared By
and When Recorded Return to:
William M. Libit, Esq.
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
<PAGE> 2
THIRTY-THIRD SUPPLEMENTAL INDENTURE dated as of June 1, 1995 made by
INLAND STEEL COMPANY, a corporation organized and existing under the laws of
the State of Delaware (hereinafter sometimes called the "Company"), party of
the first part, to THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association having its office in the City of Chicago, State of Illinois
(hereinafter sometimes called the "Corporate Trustee"), and JOHN G. FINLEY, of
the City of Naperville, State of Illinois (hereinafter sometimes called the
"Individual Trustee"), as successor trustees under the First Mortgage from the
Company to First Trust and Savings Bank and Melvin A. Traylor, as Trustees,
dated April 1, 1928, parties of the second part (the Corporate Trustee and the
Individual Trustee being hereinafter collectively sometimes called the
"Trustees"):
WHEREAS, the Company heretofore executed and delivered to First Trust
and Savings Bank and Melvin A. Traylor, as Trustees (the Corporate Trustee
being the successor corporate trustee to said First Trust and Savings Bank and
the Individual Trustee being the successor individual trustee to said Melvin A.
Traylor), its First Mortgage Indenture, dated April 1, 1928 (the term "First
Mortgage" wherever used herein meaning and including, unless the context shall
otherwise require, said First Mortgage Indenture, dated April 1, 1928, as
amended, and all indentures supplemental thereto), to secure the payment of the
principal of and interest on bonds of the Company to be known as the "First
Mortgage Bonds" of the Company (hereinafter sometimes called the "Bonds"); and
WHEREAS, there have heretofore been authenticated and delivered by the
Corporate Trustee (or its predecessor) under the First Mortgage (a) $30,000,000
aggregate principal amount of First Mortgage Sinking Fund Four and One-Half Per
Cent. Gold Bonds, Series A, dated April 1, 1928 and maturing April 1, 1978,
and (b) $15,000,000 aggregate principal amount of First Mortgage Sinking Fund
Four and One-Half Per Cent. Gold Bonds, Series B, dated February 1, 1931 and
maturing February 1, 1981, and (c) $10,000,000 aggregate principal amount of
First Mortgage Three Per Cent. Serial Bonds, Series C, dated January 1, 1936
and maturing serially in the principal amount of $1,000,000 on January 1 of
each year from 1937 to 1946 (inclusive), and (d) $35,000,000 aggregate
principal amount of First Mortgage 3-3/4% Bonds, Series D, dated February 1,
1936 and maturing February 1, 1961, and (e) $10,000,000 aggregate principal
amount of First Mortgage 3% Bonds, Series E, dated January 15, 1937 and
maturing January 15, 1952, and (f) $36,000,000 aggregate principal amount of
First Mortgage 3% Bonds, Series F, dated April 1, 1940 and maturing April 1,
1961, and (g) $50,000,000 aggregate principal amount of First Mortgage 2.65%
Bonds, Series G, dated November 1, 1946 and maturing November 1, 1976, and (h)
$20,000,000 aggregate principal amount of First Mortgage 3% Bonds, Series H,
dated August 1, 1948 and maturing August 1, 1978, and (i) $25,000,000 aggregate
principal amount of First Mortgage 3.20% Bonds, Series I, dated March 1, 1952
and maturing March 1, 1982, and (j) $50,000,000 aggregate principal amount of
First Mortgage 3-1/2% Bonds, Series J, dated July 1, 1956 and maturing July 1,
1981, and (k) $50,000,000 aggregate principal amount of First Mortgage 4-3/8%
Bonds, Series K, dated July 1, 1957 and maturing July 1, 1987, and (1)
$50,000,000 aggregate principal amount of First Mortgage 4-1/2% Bonds, Series
L, dated February 1, 1959 and maturing February 1, 1989, and (m) $50,000,000
aggregate principal amount of First Mortgage 6-1/2% Bonds,
<PAGE> 3
Series M, dated December 1, 1967 and maturing December 1, 1992, and (n)
$50,000,000 aggregate principal amount of First Mortgage 7% Bonds, Series N,
dated April 15, 1969 and maturing April 15, 1974, and (o) $100,000,000
aggregate principal amount of First Mortgage 8-3/4% Bonds, Series O, dated July
15, 1970 and maturing July 15, 1995, and (p) $75,000,000 aggregate principal
amount of First Mortgage 8-7/8% Bonds, Series P, dated April 15, 1974 and
maturing April 15, 1999, and (q) $100,000,000 aggregate principal amount of
First Mortgage 9-1/2% Bonds, Series Q, dated September 1, 1975 and maturing
September 1, 2000, and (r) $125,000,000 aggregate principal amount of First
Mortgage 7.90% Bonds, Series R, dated January 15, 1977 and maturing January 15,
2007, and (s) $26,500,000 aggregate principal amount of First Mortgage 5-3/4%
Bonds, Pollution Control Series 1977, dated February 1, 1977 and maturing
February 1, 2007, and (t) $52,000,000 aggregate principal amount of First
Mortgage 6-1/2% Bonds, Pollution Control Series 1978, dated May 15, 1978 and
maturing May 15, 2008, and (u) $150,000,000 aggregate principal amount of First
Mortgage 11-1/4% Bonds, Series S, dated June 1, 1980 and maturing June 1, 1990,
and (v) $20,000,000 aggregate principal amount of First Mortgage 7-3/8% Bonds,
Pollution Control Series 1980 A, dated October 15, 1980 and maturing October 1,
1983, and (w) $25,000,000 aggregate principal amount of First Mortgage 9-3/4%
Bonds, Pollution Control Series 1980 B, dated October 15, 1980 and maturing
October 1, 2000, and (x) $5,000,000 aggregate principal amount of First
Mortgage 10% Bonds, Pollution Control Series 1980 C, dated October 15, 1980 and
maturing October 1, 2010, and (y) $10,000,000 aggregate principal amount of
First Mortgage 10% Bonds, Pollution Control Series 1982 A, dated December 1,
1982 and maturing December 1, 2012, and (z) $17,000,000 aggregate principal
amount of First Mortgage Adjustable Rate Bonds, Pollution Control Series 1982
B, dated December 1, 1982 and maturing December 1, 2012, and (aa) $125,000,000
aggregate principal amount of First Mortgage 12% Bonds Series T, dated December
1, 1991 and maturing December 1, 1998; and (bb) $40,000,000 aggregate principal
amount of First Mortgage 6.80% Bonds, Pollution Control Series 1993 dated June
1, 1993 and maturing June 1, 2013; and
WHEREAS, (a) all of said Series A Bonds, Series B Bonds, Series C
Bonds, Series D Bonds, Series E Bonds, Series F Bonds, Series G Bonds, Series H
Bonds, Series I Bonds, Series J Bonds, Series K Bonds, Series L Bonds, Series M
Bonds, Series N Bonds, Series O Bonds, Series P Bonds, Series Q Bonds, Series S
Bonds, Series Pollution Control Series 1980 Bonds, Series 1982A Bonds were duly
purchased and retired or were duly called for redemption and funds sufficient
to redeem the same were, prior to the respective redemption dates, duly
deposited with the Corporate Trustee under the First Mortgage, and (b) on or
prior to June 1, 1995, Bonds of other outstanding series in respective
aggregate principal amounts as follows have been duly purchased for sinking
fund and duly retired or duly called for redemption for sinking fund and funds
sufficient to redeem the same duly deposited with the Corporate Trustee under
the First Mortgage or retired at maturity: Series R Bonds -- $52,524,000; and
WHEREAS, (a) under date of February 1, 1931, the Company executed,
acknowledged and delivered a Supplemental Indenture to provide for the creation
of its First Mortgage Sinking Fund Four and One-Half Per Cent. Gold Bonds,
Series B, and (b) under date of February 20, 1931, the Company executed,
acknowledged and delivered a Second
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Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property, and (c) under date of February 18, 1933, the Company
executed, acknowledged and delivered a Third Supplemental Indenture to effect
the exchange of certain mortgaged property, and (d) under date of December 16,
1935, the Company executed, acknowledged and delivered a Fourth Supplemental
Indenture to provide for the creation of its First Mortgage Three Per Cent
Serial Bonds, Series C, and for certain amendments to the First Mortgage, and
(e) under date of January 15, 1936, the Company executed, acknowledged and
delivered a Fifth Supplemental Indenture to subject to the lien of the First
Mortgage certain additional property and to provide for the creation of its
First Mortgage 3-3/4% Bonds, Series D, and for a further amendment to the First
Mortgage (which such amendment to the First Mortgage was superseded by
amendments to the First Mortgage made by the Sixteenth Supplemental Indenture
and the Seventeenth Supplemental Indenture hereinafter referred to), and (f)
under date of June 2, 1936, the Company executed, acknowledged and delivered a
Sixth Supplemental Indenture to effect the exchange of certain mortgaged
property, and (g) under date of October 19, 1936, the Company executed,
acknowledged and delivered a Seventh Supplemental Indenture to effect the
exchange of certain mortgaged property, and (h) under date of January 15, 1937,
the Company executed, acknowledged and delivered an Eighth Supplemental
Indenture to provide for the creation of its First Mortgage 3% Bonds, Series E,
and for a further amendment to the First Mortgage (which such amendment to the
First Mortgage was superseded by an amendment to the First Mortgage made by the
Twelfth Supplemental Indenture hereinafter referred to), and (i) under date of
March 1, 1940, the Company executed, acknowledged and delivered a Ninth
Supplemental Indenture to provide for further amendments to the First Mortgage,
and (j) under date of March 15, 1940, the Company executed, acknowledged and
delivered a Tenth Supplemental Indenture to subject to the lien of the First
Mortgage certain additional property and to provide for the creation of its
First Mortgage 3% Bonds, Series F, and for a further amendment to the First
Mortgage and an amendment to said Eighth Supplemental Indenture (which such
amendment to the First Mortgage was superseded by an amendment to the First
Mortgage made by the Twelfth Supplemental Indenture hereinafter referred to),
and (k) under date of January 15, 1945, the Company executed, acknowledged and
delivered an Eleventh Supplemental Indenture to subject to the lien of the
First Mortgage certain additional property, and (l) under date of November 1,
1946, the Company executed, acknowledged and delivered a Twelfth Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of its First Mortgage 2.65% Bonds,
Series G, and for further amendments to the First Mortgage, and (m) under date
of July 1, 1948, the Company executed, acknowledged and delivered a Thirteenth
Supplemental Indenture to provide for the creation of its First Mortgage 3%
Bonds, Series H, and (n) under date of February 1, 1952, the Company executed,
acknowledged and delivered a Fourteenth Supplemental Indenture to effect the
exchange of certain mortgaged property, and (o) under date of March 1, 1952,
the Company executed, acknowledged and delivered a Fifteenth Supplemental
Indenture to provide for the creation of its First Mortgage 3.20% Bonds, Series
I, and for further amendments to the First Mortgage, and (p) under date of July
1, 1956, the Company executed, acknowledged and delivered a Sixteenth
Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property and to provide for the creation of its First Mortgage
3-1/2% Bonds, Series J, and for further amendments to the First Mortgage, and
(q) under date of
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<PAGE> 5
July 1, 1957, the Company executed, acknowledged and delivered a Seventeenth
Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property and to provide for the creation of its First Mortgage
4-3/8% Bonds, Series K, and for a further amendment to the First Mortgage, and
(r) under date of January 15, 1959, the Company executed, acknowledged and
delivered an Eighteenth Supplemental Indenture to subject to the lien of the
First Mortgage certain additional property and to provide for the creation of
its First Mortgage 4-1/2% Bonds, Series L, and for further amendments to the
First Mortgage, and (s) under date of December 1, 1967, the Company executed,
acknowledged and delivered a Nineteenth Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of its First Mortgage 6-1/2% Bonds, Series M, and for further
amendments to the First Mortgage, and (t) under date of April 15, 1969, the
Company executed, acknowledged and delivered a Twentieth Supplemental Indenture
to subject to the lien of the First Mortgage certain additional property and to
provide for the creation of its First Mortgage 7% Bonds, Series N, and (u)
under date of July 15, 1970, the Company executed, acknowledged and delivered a
Twenty-First Supplemental Indenture to provide for the creation of its First
Mortgage 8-3/4% Bonds, Series O, and for a further amendment to the First
Mortgage, and (v) under date of April 15, 1974, the Company executed,
acknowledged and delivered a Twenty-Second Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of its First Mortgage 8-7/8% Bond, Series P, and for a further
amendment to the First Mortgage, and (w) under date of September 1, 1975, the
Company executed, acknowledged and delivered a Twenty-Third Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
properties and to provide for the creation of its First Mortgage 9-1/2% Bonds,
Series Q, and (x) under date of January 15, 1977, the Company executed,
acknowledged and delivered a Twenty-Fourth Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of its First Mortgage 7.90% Bonds, Series R, and to provide for
the future modification of certain provisions of the First Mortgage, and (y)
under date of February 1, 1977, the Company executed, acknowledged and
delivered a Twenty-Fifth Supplemental Indenture to subject to the lien of the
First Mortgage certain additional property and to provide for the creation of
the First Mortgage 5-3/4% Bonds, Pollution Control Series 1977, and to provide
for the future modification of certain provisions of the First Mortgage, and
(z) under date of February 1, 1977, the Company executed, acknowledged and
delivered a Restated Twenty-Fifth Supplemental Indenture amending and restating
said Twenty-Fifth Supplemental Indenture, and (aa) under date of May 15, 1978,
the Company executed, acknowledged and delivered a Twenty-Sixth Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of the First Mortgage 6-1/2% Bonds,
Pollution Control Series 1978 and to provide for the future modification of
certain provisions of the First Mortgage, and (bb) under date of June 1, 1980,
the Company executed, acknowledged and delivered a Twenty-Seventh Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of its First Mortgage 11-1/4% Bonds,
Series S, and to provide for the future modification of certain provisions of
the First Mortgage, and (cc) under date of October 15, 1980, the Company
executed, acknowledged and delivered a Twenty-Eighth Supplemental Indenture to
subject to the lien of the First Mortgage certain additional property and to
provide for the creation of its First
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<PAGE> 6
Mortgage 7-3/8% Bonds, Pollution Control Series 1980 A, its First Mortgage
9-3/4% Bonds, Pollution Control Series 1980 B, and its First Mortgage 10%
Bonds, Pollution Control Series 1980 C, and to provide for the future
modification of certain provisions of the First Mortgage, and (dd) under date
of December 1, 1982, the Company executed, acknowledged and delivered a
Twenty-Ninth Supplemental Indenture to subject to the lien of the First
Mortgage certain additional property and to provide for the creation of its
First Mortgage 10% Bonds, Pollution Control Series 1982 A and its First
Mortgage Adjustable Rate Bonds, Pollution Control Series 1982 B and to provide
for the future modification of certain provisions of the First Mortgage, and
(ee) under date of November 30, 1983, the Company executed, acknowledged and
delivered a Thirtieth Supplemental Indenture to subject to the lien of the
First Mortgage certain additional property, and (ff) under date of December 1,
1991, the Company executed, acknowledged and delivered a Thirty-First
Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property and to provide for the creation of its First Mortgage 12%
Bonds, Series T and to provide for the future modification of certain
provisions of the First Mortgage, and (gg) under date of June 1, 1993, the
Company executed, acknowledged, and delivered a Thirty-Second Supplemental
Indenture to provide for the creation of its First Mortgage 6.80% Bonds,
Pollution Control Series 1993 and to provide for the future modification of
certain provisions of the First Mortgage; and
WHEREAS, (a) said First Mortgage Indenture, dated April 1, 1928, has
been duly recorded or registered in the offices of the proper public officials
of Cook County, Illinois, Jefferson County, Illinois, Lake County, Indiana,
Porter County, Indiana, Floyd County, Kentucky, Pike County, Kentucky, Knott
County, Kentucky, Letcher County, Kentucky, Iron County, Michigan, Marquette
County, Michigan, Crow Wing County, Minnesota, St. Louis County, Minnesota, and
Raleigh County, West Virginia, and (b) said Supplemental Indenture, dated
February 1, 1931, has been duly recorded or registered in the offices of the
proper public officials of Cook County, Illinois, Jefferson County, Illinois,
Lake County, Indiana, Porter County, Indiana, Crow Wing County, Minnesota, and
St. Louis County, Minnesota, and (c) said Second Supplemental Indenture has
been duly recorded or registered in the offices of the proper public officials
of Lake County, Indiana, Floyd County, Kentucky, Pike County, Kentucky, Knott
County, Kentucky, Marquette County, Michigan and St. Louis County, Minnesota,
and (d) said Third Supplemental Indenture has been duly recorded or registered
in the office of the proper public official of Floyd County, Kentucky and (e)
said Fourth Supplemental Indenture has been duly recorded or registered in the
office of the proper public official of
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<PAGE> 7
each of said counties in which said First Mortgage Indenture has been recorded
or registered, and (f) said Fifth Supplemental Indenture has been duly recorded
or registered in the office of the proper public official of each of said
counties in which said First Mortgage Indenture has been recorded or
registered, and (g) said Sixth Supplemental Indenture and said Seventh
Supplemental Indenture have been duly recorded or registered in the offices of
the proper public officials of Floyd County, Kentucky and Knott County,
Kentucky, and (h) said Eighth Supplemental Indenture has been duly recorded or
registered in the office of the proper public official of each of said counties
(except Letcher County, Kentucky and Iron County, Michigan) in which said First
Mortgage Indenture has been duly recorded or registered, and (i) said Ninth
Supplemental Indenture has been duly recorded or registered in the office of
the proper public official of each of said counties in which said First
Mortgage Indenture has been recorded or registered, and (j) said Tenth
Supplemental Indenture has been duly recorded or registered in the office of
the proper public official of each of said counties (except Letcher County,
Kentucky and Iron County, Michigan) in which said First Mortgage Indenture has
been recorded or registered, and (k) said Eleventh Supplemental Indenture has
been duly recorded or registered in the office of the proper public official of
Lake County, Indiana, and (l) said Twelfth Supplemental Indenture and said
Thirteenth Supplemental Indenture have been duly recorded or registered in the
office of the proper public official of each of said counties in which said
First Mortgage Indenture has been recorded or registered, and (m) said
Fourteenth Supplemental Indenture has been duly recorded or registered in the
office of the proper public official of Raleigh County, West Virginia, and (n)
said Fifteenth Supplemental Indenture, said Sixteenth Supplemental Indenture,
said Seventeenth Supplemental Indenture, and said Eighteenth Supplemental
Indenture have been duly recorded or registered in the office of the proper
public official of each of said counties in which said First Mortgage Indenture
has been recorded or registered, and (o) said Nineteenth Supplemental Indenture
has been duly recorded or registered in the office of the proper public
official of each of said counties (except Floyd County, Kentucky, Pike County,
Kentucky, Knott County, Kentucky, Letcher County, Kentucky and Raleigh County,
West Virginia) in which said First Mortgage Indenture has been recorded or
registered, and (p) said Twentieth Supplemental Indenture, said Twenty-First
Supplemental Indenture, and said Twenty-Second Supplemental Indenture have been
duly recorded or registered in the office of the proper public official of each
of said counties (except Cook County, Illinois, Floyd County, Kentucky, Pike
County, Kentucky, Knott County, Kentucky, Letcher County, Kentucky, and Raleigh
County, West Virginia) in which said First Mortgage Indenture has been recorded
or registered, and (q) said Twenty-Third Supplemental Indenture, said
Twenty-Fourth Supplemental Indenture, said Twenty-Fifth Supplemental Indenture,
said Restated Twenty-Fifth Supplemental Indenture, said Twenty-Sixth
Supplemental Indenture, said Twenty-Seventh Supplemental Indenture, and said
Twenty-Eighth Supplemental Indenture have been duly recorded or registered in
the office of the proper public official of each of said counties (except Cook
County, Illinois, Floyd County, Kentucky, Pike County, Kentucky, Knott County,
Kentucky, Letcher County, Kentucky, Iron County, Michigan, Marquette County,
Michigan, Crow Wing County, Minnesota, St. Louis County, Minnesota and Raleigh
County, West Virginia) in which said First Mortgage Indenture has been recorded
or registered, and (r) said Twenty-Ninth Supplemental Indenture and said
Thirtieth Supplemental Indenture have been duly recorded or registered in the
office of the proper public official of each of said counties (except Cook
County, Illinois, Jefferson County, Illinois, Porter County, Indiana, Floyd
County, Kentucky, Pike County, Kentucky, Knott County, Kentucky, Letcher
County, Kentucky, Iron County, Michigan, Marquette County, Michigan, Crow Wing
County, Minnesota, St. Louis County, Minnesota and Raleigh County, West
Virginia) in which said First Mortgage Indenture has been recorded or
registered, and (s) said Thirty-First Supplemental Indenture has been duly
recorded or registered in the office of the proper public official of Lake
County, Indiana in which said First Mortgage Indenture has been recorded, and
(t) said Thirty-Second Supplemental Indenture has been duly recorded or
registered in the office of the proper public official of Lake County, Indiana
in which said First Mortgage Indenture has been recorded; and
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<PAGE> 8
WHEREAS, in Article One of the First Mortgage it is provided in
substance, among other things, that the Bonds may be issued in series, that all
Bonds of any one series shall be identical, except as in said Article One
otherwise provided, that the Bonds of each series may differ as to terms and
provisions thereof as in said Article One permitted, and that the maximum
principal amount of the Bonds issuable of any series may or may not be limited
as the board of directors of the Company shall determine; and
WHEREAS, Section 1 of Article Three of the First Mortgage provides,
among other things, that the Company and the Trustees, from time to time and at
any time, subject to the restrictions in the First Mortgage contained, may
enter into one or more indentures supplemental to the First Mortgage, in form
satisfactory to the Corporate Trustee (which supplemental indenture or
indentures thereafter shall form a part of the First Mortgage) for the
following purposes among others: to add to the covenants and agreements of the
Company for the protection of the Bondholders and of the trust estate, and to
provide, at the time of the creation of any series of Bonds, for the creation
of any sinking fund for the retirement of the Bonds of such series; and
WHEREAS, Sections 9 and 10 of Article Two of the First Mortgage
provide, subject to certain limitations, for the authentication and delivery of
Bonds in exchange for Bonds previously authenticated under the First Mortgage
and canceled or about to mature or called for redemption, such Bonds for a
principal amount not exceeding the principal amount of the Bonds so canceled,
about to mature or called for redemption; and
WHEREAS, the Indiana Development Finance Authority (the "Issuer"),
proposes to issue $17,000,000 aggregate principal amount of its Pollution
Control Refunding Revenue Bonds (Inland Steel Company Project No. 12) Series
1995 (the "Series 1995 Pollution Control Bonds") pursuant to an Indenture of
Trust, dated as of June 1, 1995 (the "Issuer Indenture") between the Issuer and
NBD Bank, N.A., as Trustee (the "Issuer Indenture Trustee") in order to refund
certain outstanding bonds (the "Prior Bonds") of the City of East Chicago,
State of Indiana which are payable from and secured by the Company's First
Mortgage Bonds, Pollution Control Series 1982B (the "Prior Company Bonds"); and
WHEREAS, pursuant to a Loan Agreement, dated as of June 1, 1995 (the
"Loan Agreement") between the Issuer and the Company, the Issuer proposes to
loan the proceeds from the sale of the Series 1995 Pollution Control Bonds to
the Company to finance the refunding of the Prior Bonds which were issued to
finance certain pollution control facilities and sewage and solid waste
disposal facilities located at the Company's Indiana Harbor Works in the City
of East Chicago, State of Indiana (the "Plant"), and the Company proposes to
issue its hereinafter described Series 1995 First Mortgage Bonds, to be dated
June 1, 1995, to evidence and secure its obligation to repay such loan; and
WHEREAS, the Company desires, for its corporate purposes, to create and
issue under and in accordance with the provisions of the First Mortgage,
$17,000,000 aggregate principal amount of Bonds to be known as its "First
Mortgage 6.85% Bonds, Pollution Control Series 1995" (hereinafter sometimes
called "Series 1995 First Mortgage Bonds"), and to deliver the Series 1995
First Mortgage Bonds to the Issuer Indenture Trustee
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<PAGE> 9
pursuant to the Issuer Indenture to evidence the Company's obligation to repay
the loan from the Issuer and as security for the obligations of the Company
under the Loan Agreement; and
WHEREAS, the Company and the Trustees desire to provide for the future
modification of certain provisions of the First Mortgage without any further
vote or consent on the part of the holders of the Series 1995 First Mortgage
Bonds; and
WHEREAS, the form, terms and provisions of this Indenture and the
execution thereof by the Company have been duly authorized; and
WHEREAS, the Series 1995 First Mortgage Bonds and the certificate of
authentication of the Corporate Trustee to be endorsed upon all Series 1995
First Mortgage Bonds are to be substantially in the following form, with
appropriate omissions, insertions and variations as in the First Mortgage and
in this Indenture provided or permitted:
[Form of Series 1995 First Mortgage Bond]
INLAND STEEL COMPANY
FIRST MORTGAGE 6.85% BOND
POLLUTION CONTROL SERIES 1995
Due December 1, 2012
INLAND STEEL COMPANY, a Delaware corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to NBD Bank, N.A., as
trustee (the "Issuer Indenture Trustee") under an Indenture of Trust dated as
of June 1, 1995 (which Indenture of Trust, is hereinafter referred to as the
"Issuer Indenture") by and between it and the Indiana Development Finance
Authority (the "Issuer") providing for the issuance of $17,000,000 aggregate
principal amount of Indiana Development Finance Authority Pollution Control
Refunding Revenue Bonds (Inland Steel Company Project No. 12) Series 1995, or
its successor as Issuer Indenture Trustee, the sum of Seventeen Million
Dollars, on the first day of December, 2012, and to pay interest on said
principal amount from the date of this Bond, at the rate of six and eighty-five
one hundredths percent (6.85%) per annum, semi-annually, on the first day of
June and first day of December in each year, subject to certain credits as
provided in the Thirty-Third Supplemental Indenture hereinafter referred to.
Payment of the principal of, premium, if any, and interest on this Bond will be
made at the principal corporate trust office of the Issuer Indenture Trustee or
its successor as specified by written notice to the Company in funds current in
the city in which such principal corporate trust office is located in such coin
or currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts. In the event of nonpayment
of the principal amount hereof on the date specified, such amount will bear
interest from such date until paid at the rate per annum borne by this Bond.
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<PAGE> 10
This Bond is one of the Series 1995 First Mortgage Bonds of an issue of
registered bonds of the Company, known as its First Mortgage Bonds and herein
termed the "Bonds," all issued and to be issued under and equally secured by,
an indenture of mortgage and deed of trust, dated April 1, 1928, made by the
Company to First Trust and Savings Bank and Melvin A. Traylor, as trustees (The
First National Bank of Chicago being the successor "Corporate Trustee" and John
G. Finley being the successor individual trustee are collectively referred to
as the "Trustees"), herein sometimes termed the "First Mortgage." The term
"First Mortgage" wherever used herein shall, unless the context shall otherwise
require, be deemed to include the First Mortgage as amended and all indentures
supplemental to the First Mortgage, including the Thirty-Third Supplemental
Indenture dated as of June 1, 1995 (hereinafter called the "Thirty-Third
Supplemental Indenture"). The Series 1995 First Mortgage Bonds are one series
of First Mortgage Bonds of the Company issued to evidence and secure the
Company's obligation to repay a loan made pursuant to a Loan Agreement with the
Issuer dated as of June 1, 1995. The Fourth Supplemental Indenture dated
December 16, 1935, the Fifth Supplemental Indenture dated January 15, 1936, the
Eighth Supplemental Indenture dated as of January 15, 1937, the Ninth
Supplemental Indenture dated as of March 1, 1940, the Tenth Supplemental
Indenture dated as of March 15, 1940, the Twelfth Supplemental Indenture dated
as of November 1, 1946, the Fifteenth Supplemental Indenture dated as of March
1, 1952, the Sixteenth Supplemental Indenture dated as of July 1, 1956, the
Seventeenth Supplemental Indenture dated as of July 1, 1957, the Eighteenth
Supplemental Indenture dated as of January 15, 1959, the Nineteenth
Supplemental Indenture dated as of December 1, 1967, the Twenty-First
Supplemental Indenture dated as of July 15, 1970, and the Twenty-Second
Supplemental Indenture dated as of April 15, 1974, made by the Company to the
Trustees under the First Mortgage, provide, among other things, for certain
amendments of the First Mortgage or indentures supplemental thereto. The
Twenty-Fourth Supplemental Indenture dated as of January 15, 1977, the Restated
Twenty-Fifth Supplemental Indenture dated as of February 1, 1977, the
Twenty-Sixth Supplemental Indenture dated as of May 15, 1978, the
Twenty-Seventh Supplemental Indenture dated as of June 1, 1980, the
Twenty-Eighth Supplemental Indenture dated as of October 15, 1980, the
Twenty-Ninth Supplemental Indenture dated as of December 1, 1982, the
Thirty-First Supplemental Indenture dated as of December 1, 1991, the
Thirty-Second Supplemental Indenture dated as of June 1, 1993 and the
Thirty-Third Supplemental Indenture made by the Company to the Trustees under
the First Mortgage, provide, among other things, for the future modification of
certain provisions of the First Mortgage without any further vote or consent on
the part of the holders of the respective series of Bonds, including this Bond,
created by such supplemental indentures. For a description of the properties
mortgaged and pledged, the nature and extent of the security, and the terms and
conditions upon which the Bonds are secured, reference is made to the First
Mortgage. The aggregate principal amount of the Bonds which may be issued
under the First Mortgage is not limited, but the aggregate principal amount of
the Series 1995 First Mortgage Bonds is limited to $17,000,000, the issuance of
which Bonds is provided for in the Thirty-Third Supplemental Indenture.
The Series 1995 First Mortgage Bonds are subject to redemption as
provided in the Thirty-Third Supplemental Indenture.
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<PAGE> 11
The Series 1995 First Mortgage Bonds are issuable only in fully
registered form in denominations of $1,000 and multiples thereof.
In case an event of default as defined in the First Mortgage shall
occur, the principal of the Bonds may become or be declared due and payable, in
the manner and with the effect provided in the First Mortgage.
No recourse shall be had for the payment of the principal of, premium,
if any, or interest on this Bond or any part hereof or for any claim based
hereon or otherwise in respect hereof or of the indebtedness represented hereby
or of the First Mortgage, against any subscriber, incorporator, stockholder,
officer or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or indirectly through the Company or any
successor corporation, whether by virtue of any statute or constitutional
provision or by the enforcement of any assessment or otherwise, all such
liability being by the acceptance hereof and as part of the consideration for
the issue hereof expressly waived and released and being likewise waived and
released by the terms of the First Mortgage.
This Bond is transferable, but only to a successor Issuer Indenture
Trustee, by the registered holder hereof, in person or by attorney duly
authorized, at the office or agency of the Company in the Borough of Manhattan,
the City of New York, State of New York, or at the office or agency of the
Company, in the City of Chicago, State of Illinois, upon surrender and
cancellation of this Bond, and thereupon one or more new Series 1995 First
Mortgage Bonds of authorized denominations, and for the same aggregate
principal amount, will be issued to the transferee in exchange therefor, as
provided in the First Mortgage. A service charge will not be made for any
transfer of Series 1995 First Mortgage Bonds, but the Company may require
payment of a sum sufficient to cover any stamp tax or other governmental charge
payable in connection therewith. The person in whose name this Bond is
registered shall be deemed and be regarded as the owner hereof for all
purposes.
This Bond shall not be entitled to any benefit under the First Mortgage
(as such term is defined herein), and shall not become valid or obligatory for
any purpose, until it shall have been authenticated by the execution by the
Corporate Trustee under the First Mortgage of the certificate hereon endorsed.
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<PAGE> 12
IN WITNESS WHEREOF, Inland Steel Company has caused this Bond to be
signed in its name by its President or one of its Vice Presidents, and its
corporate seal to be hereunto affixed and attested by its Secretary or one of
its Assistant Secretaries.
Dated:
INLAND STEEL COMPANY
By____________________________________
Vice President
ATTEST:
____________________________
Assistant Secretary
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<PAGE> 13
(FORM OF CORPORATE TRUSTEE'S
CERTIFICATE OF AUTHENTICATION)
This Bond is one of the Bonds described in the within-mentioned First
Mortgage.
THE FIRST NATIONAL BANK OF CHICAGO, as
Corporate Trustee
By__________________________________________
Authorized Officer
WHEREAS, all acts and things prescribed by law and by the Certificate
of Incorporation and by-laws, as amended, of the Company and by the First
Mortgage have been duly complied with and the Company has executed this
Supplemental Indenture in the exercise of the legal rights and powers vested in
it, and all things necessary to make this Indenture the valid and binding
obligation of the Company and a valid and binding agreement supplemental to the
First Mortgage, and all things necessary to make the Series 1995 First Mortgage
Bonds, when authenticated by the Corporate Trustee and delivered, the valid and
binding obligation of the Company, have been done and performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in order to secure the payment of all the Bonds at any time
issued and outstanding under the First Mortgage, regardless of the date of
issue thereof, according to their tenor, purport and effect, as well as the
interest thereon and the principal thereof, and to secure the performance and
observance of all the covenants and conditions in the First Mortgage and said
Bonds contained, and in consideration of the premises and the acceptance or
purchase of the Series 1995 First Mortgage Bonds by the holders thereof, and
the sum of $100.00 lawful money of the United States of America to the Company
duly paid by the Trustees at or before the sealing and delivery of this
Indenture (the receipt whereof is hereby acknowledged), the Company has
executed and delivered this Indenture, and hereby creates the Series 1995 First
Mortgage Bonds and hereby agrees with the Trustees as hereinafter provided:
ARTICLE ONE
AMOUNT, FORM, ISSUE, REGISTRATION, REDEMPTION
AND OTHER PROVISIONS OF SERIES 1995
FIRST MORTGAGE BONDS
Section 1. The Series 1995 First Mortgage Bonds shall be known as
the "First Mortgage 6.85% Bonds, Pollution Control Series 1995," of the
Company, shall be limited to the principal amount of $17,000,000, shall mature
on December 1, 2012 and shall bear interest until maturity at the rate of six
and eighty-five one hundredths per cent (6.85%) per
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<PAGE> 14
annum. The interest on the Series 1995 First Mortgage Bonds shall be payable
semi-annually on the first day of June and the first day of December in each
year, commencing December 1, 1995.
Section 2. Series 1995 First Mortgage Bonds shall be issued as
registered Bonds without coupons in denominations of $1,000 and any integral
multiple thereof. The Series 1995 First Mortgage Bonds shall be payable, as to
principal, premium, if any, and interest, at the principal office of the
Corporate Trustee, or any successor Corporate Trustee, as such office shall be
specified in writing to the Company, in funds current in the city in which such
principal office is located in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts. In the event of nonpayment of the principal amount thereof on
the date specified, such amount will bear interest from such date until paid at
the rate per annum borne by such Series 1995 First Mortgage Bond.
Each Series 1995 First Mortgage Bond shall be dated June 1, 1995 and
every such Bond shall bear interest from the date thereof or from the last date
to which interest has been paid in full.
Series 1995 First Mortgage Bonds shall be substantially of the tenor
and purport above recited, with appropriate additions, insertions, omissions,
substitutions and variations as herein and in Article One of the First Mortgage
provided or permitted.
The obligation of the Company to pay the principal of, premium, if any,
and interest on the Series 1995 First Mortgage Bonds shall be discharged to the
extent that any moneys in the Bond Fund created under and pursuant to the
Issuer Indenture are available for the payment of the principal of, premium, if
any, or interest on the related Series 1995 Pollution Control Bonds of the
Issuer and are directed by the Company to be applied to the payment thereof in
the manner provided in the Issuer Indenture on or prior to the date on which
the Company is required to pay the principal of, premium, if any, or interest
on Series 1995 First Mortgage Bonds.
Section 3. At the option of the Company, and upon the notice (which
will be not less than forty-five days) and in the manner provided in Article
Four, Section 1 of the First Mortgage, and with the effect provided in said
Section 1, the Series 1995 First Mortgage Bonds may be redeemed by the Company
on or after June 1, 2005 in whole or in part at any time, by the payment of
amounts equal to the following percentages of the principal amount of the
Series 1995 First Mortgage Bonds to be redeemed, in each case plus accrued
interest to the date of redemption:
<TABLE>
<CAPTION>
REDEMPTION PERIOD REDEMPTION
(BOTH DATES INCLUSIVE) PRICE
<S> <C>
June 1, 2005 to May 31, 2006 102%
June 1, 2006 to May 31, 2007 101%
June 1, 2007 and thereafter 100%
</TABLE>
-13-
<PAGE> 15
Section 4. At the option of the Company, and upon the notice (which
will be not less than forty-five days) and in the manner provided in Article
Four, Section 1 of the First Mortgage, and with the effect provided in said
Section 1, the Series 1995 First Mortgage Bonds may be redeemed by the Company
in whole and not in part at 100% of the principal amount thereof plus accrued
interest to the redemption date if any of the following shall have occurred:
(a) unreasonable burdens or excessive liabilities shall
have been imposed upon the Issuer or the Company with respect to
the Plant or the operation thereof, including without limitation,
federal, state or other ad valorem property, income or other
taxes not being imposed on the date of the Loan Agreement which,
in the judgment of the Company, would result in the cessation of
operation of the Plant for a period of not less than six
consecutive months;
(b) all or substantially all of the Plant shall have been
damaged or destroyed or there occurs condemnation of all or
substantially all of the Plant or the taking by eminent domain of
such use or control of the Plant as renders the Plant
unsatisfactory to the Company for its intended use for a period
of not less than six consecutive months;
(c) any changes in the Constitution of the State of Indiana
or the Constitution of the United States of America or any
legislative or administrative action (whether local, state or
federal) or any final decree, judgment or order of any court or
administrative body (whether local, state or federal) which
result in the Loan Agreement becoming void or unenforceable or
impossible of performance in accordance with the intent and
purpose of the parties as expressed in the Loan Agreement; or
(d) changes, which the Company cannot reasonably control or
overcome in the economic availability of materials, supplies,
labor, equipment or other properties or things necessary for the
efficient operation of the Plant shall have occurred, or
technological or other changes shall have occurred which, in the
judgment of the Company, would result in the cessation of
operation of the Plant for a period of not less than six
consecutive months;
any such redemption to be made at any time within 60 days from the time the
Company files with the Issuer Indenture Trustee a certificate evidencing the
occurrence of one of the foregoing events and requests redemption of the Series
1995 Pollution Control Bonds, which certificate and request must be filed, if
at all, within 120 days following the occurrence of such event. All terms used
in the above paragraphs shall have the same meaning as those used in the Issuer
Indenture.
Section 5. Upon receipt by the Corporate Trustee of a demand for
redemption pursuant to Section 3.02 of the Issuer Indenture as a result of the
Series 1995 Pollution Control Bonds becoming subject to mandatory redemption on
a Determination of Taxability as described in paragraph numbered 3 of the form
of such Series 1995 Pollution Control
-14-
<PAGE> 16
Bonds and as provided in said Issuer Indenture, the Company shall promptly
redeem, on a date to be designated by the Issuer Indenture Trustee, but upon
the notice and in the manner provided in Article Four, Section 1 of the First
Mortgage, and with the effect provided in said Section 1, such principal amount
of Series 1995 First Mortgage Bonds as may be specified by the Issuer Indenture
Trustee in such demand for redemption. The redemption price of the Series 1995
First Mortgage Bonds redeemed pursuant to this Section 5 shall be 100% of the
principal amount of the Series 1995 Pollution Control Bonds to be redeemed plus
accrued interest to the date of redemption.
Section 6. Upon the acceleration of the maturity of the Series 1995
Pollution Control Bonds pursuant to Section 7.02 of the Issuer Indenture
(unless at the time of such acceleration an "event of default" as defined in
the First Mortgage has occurred under the First Mortgage and is continuing, in
which case the provisions of this Section 6 shall be inapplicable), the Company
shall promptly redeem the Series 1995 First Mortgage Bonds on a date to be
designated by the Issuer Indenture Trustee, but upon the notice and in the
manner provided in Article Four, Section 1 of the First Mortgage, and with the
effect provided in said Section 1; provided that in the event of a rescission
of such acceleration pursuant to Section 7.02 of the Issuer Indenture, the call
for redemption of the Series 1995 First Mortgage Bonds shall be annulled. The
redemption price of the Series 1995 First Mortgage Bonds redeemed pursuant to
this Section 6 will be the amount payable with respect to the related Series
1995 Pollution Control Bonds whose maturity has been accelerated.
Section 7. After $17,000,000 aggregate principal amount of Series
1995 First Mortgage Bonds shall have been authenticated and delivered, no
additional Series 1995 First Mortgage Bonds shall be issued, except for Series
1995 First Mortgage Bonds issued to a successor Issuer Indenture Trustee under
the Issuer Indenture upon surrender of a like principal amount of outstanding
Series 1995 First Mortgage Bonds of the same series, Series 1995 First Mortgage
Bonds issued in lieu of Series 1995 First Mortgage Bonds of the same series
mutilated, destroyed, lost or stolen or Series 1995 First Mortgage Bonds issued
in exchange for the unredeemed portion of Series 1995 First Mortgage Bonds of
the same series redeemed in part.
Section 8. Series 1995 First Mortgage Bonds are transferable, but
only to a successor Issuer Indenture Trustee under the Issuer Indenture, by the
registered holder hereof, in person or by attorney duly authorized, at the
office or agency of the Company in the Borough of Manhattan, the City of New
York, State of New York, or at the office or agency of the Company, in the City
of Chicago, State of Illinois, upon surrender and cancellation of such Series
1995 First Mortgage Bonds, and thereupon one or more new Series 1995 First
Mortgage Bonds of authorized denominations, and for the same aggregate
principal amount and of the same series, will be issued to the transferee in
exchange therefor, as provided in the First Mortgage. A service charge will
not be made for any transfer of Series 1995 First Mortgage Bonds, but the
Company may require payment of a sum sufficient to cover any stamp tax or other
governmental charge payable in connection therewith.
-15-
<PAGE> 17
ARTICLE TWO
MODIFICATION OF CERTAIN PROVISIONS OF
THE FIRST MORTGAGE
Without any further vote or consent on the part of the holders of the
Series 1995 First Mortgage Bonds, but subject to the rights under the First
Mortgage of the holders of any other outstanding Bonds, the Company and the
Trustees may enter into a supplemental indenture for the purpose of modifying
or deleting (i) the restriction on dividends set forth in Article Six, Section
19, of the First Mortgage or, (ii) the provisions in Group Four of the Granting
Clause of the First Mortgage which provide, upon the occurrence of certain
events, that the First Mortgage covers certain personal property of the Company
(including, without limitation, tools, rolling stock, ships, vessels, boats,
motor or other vehicles, raw materials, supplies, store-room contents, work in
process, manufactured products, and other personal property, cash, notes, bills
and accounts receivable and other choses in action) and the reference to
"physical property" in Article Six, Section 4, of the First Mortgage, or (iii)
any or all restrictions on the issuance of additional Bonds, including those
relating to interest coverage and capital expenditures, or on the purposes for
which additional Bonds may be issued, set forth in the First Mortgage, and (or)
for the purpose of providing that all Bonds of any future series may be signed
with the facsimile signature or signatures of an officer or officers of the
Company and may be sealed with the facsimile seal of the Company.
ARTICLE THREE
THE TRUSTEES
Section 1. The Trustees hereby accept and enter into this Indenture
and the trusts hereby created.
Section 2. The Trustees shall be entitled, in connection with the
Indenture, to all of the exemptions and immunities granted to them, or either
of them, by the terms of the First Mortgage.
ARTICLE FOUR
EFFECT OF THIS INDENTURE ON THE FIRST MORTGAGE
The provisions of this Indenture shall become effective immediately
upon the execution and delivery of this Indenture and the First Mortgage shall
thereupon be deemed to be amended as set forth in this Indenture, as fully and
with the same effect as if the respective provisions of the First Mortgage, as
amended by this Indenture, had been set forth in said First Mortgage Indenture,
dated April 1, 1928, as originally executed; provided, however, that, at any
time prior to the issuance of any of the Series 1995 First Mortgage Bonds
provided for in and by this Indenture, the Company, when authorized by
resolution of its board of directors, may, and the Trustees in such event, upon
written request of the
-16-
<PAGE> 18
President or any Vice President or the Treasurer of the Company, shall, enter
into an indenture supplemental to the First Mortgage, in form satisfactory to
the Corporate Trustee, and which thereafter shall form a part of the First
Mortgage, for the purpose of canceling this Indenture, and upon and after the
execution and delivery of such indenture supplemental to the First Mortgage,
this Indenture and all of the terms and provisions of this Indenture shall be
of no force or effect whatsoever. Anything contained in this Indenture to the
contrary notwithstanding, however, no amendment of the First Mortgage made by
this Indenture shall affect, or so operate as to render invalid and improper,
any action heretofore taken under the First Mortgage.
Except as specifically amended or supplemented by this Indenture, all
of the provisions of the First Mortgage shall remain and continue in full force
and effect and unaffected by the execution of this Indenture.
This Indenture shall be construed in connection with, and as a part of,
the First Mortgage, and the covenants hereof shall be deemed, as to the subject
matter of such covenants, covenants of the First Mortgage.
This Indenture may be executed in two or more counterparts, each of
which shall be and shall be taken to be an original, and all collectively but
one instrument.
-17-
<PAGE> 19
IN WITNESS WHEREOF, said Inland Steel Company, the party of the first
part, has caused this Indenture to be signed in its corporate name by its
President or one of its Vice Presidents and its corporate seal to be hereunto
affixed and attested by its Secretary or one of its Assistant Secretaries, and
said The First National Bank of Chicago, one of the parties of the second part,
has caused this Indenture to be signed in its corporate seal to be hereunto
affixed and attested by one of its Trust Officers, and said John G. Finley, the
other of the parties of the second part, has hereunto set his hand and seal,
all as of the day and year first above written.
INLAND STEEL COMPANY
By: Lily L. May
-----------------------------
Vice President
ATTEST:
C.B. Salowitz
-----------------------------
Assistant Secretary
Signed, sealed and delivered
by Inland Steel Company
in the presence of:
Pamela M. Golon
-----------------------------
Janice F. Kutansky
-----------------------------
-18-
<PAGE> 20
THE FIRST NATIONAL BANK OF CHICAGO
By: Richard D. Manella
-----------------------------------
Vice President
ATTEST:
Eydie A. Pacella
-----------------------------
Trust Officer
Signed, sealed and delivered
by The First National Bank of
Chicago in the presence of:
J.L. Kinny
-----------------------------
L. Marshall
-----------------------------
John G. Finley (Seal)
-----------------------------------
Individual Trustee: John G. Finley
Signed, sealed and delivered
by John G. Finley
in the presence of:
J.L. Kinny
-----------------------------
L. Marshall
-----------------------------
-19-
<PAGE> 21
STATE OF ILLINOIS )
) SS
COUNTY OF COOK
I, JANICE F. KUTANSKY, A NOTARY PUBLIC IN AND FOR THE COUNTY AND STATE
AFORESAID, DO HEREBY CERTIFY that on this 28th day of June, 1995, before me
personally came and appeared in person Lily L. May, a Vice President, and
Charles B. Salowitz, Assistant Secretary, respectively of Inland Steel Company,
one of the corporations described in the within, annexed and foregoing
indenture, each to me personally known and personally known to me to be a Vice
President and an Assistant Secretary, respectively, of said Inland Steel
Company, and personally known to me to be the same persons whose names are
subscribed to said indenture, who subscribed the same in my presence and who
severally acknowledged, and, being by me severally duly sworn, deposed and
said: That said Lily L. May resides in Chicago, in the State of Illinois, and
that she is a Vice President of said Inland Steel Company, one of the
corporations described in and which executed the foregoing indenture; that said
Charles B. Salowitz resides in Winnetka in the State of Illinois, and that he
is an Assistant Secretary of said Inland Steel Company, one of the corporations
described in and which executed the foregoing indenture; that they know the
seal of said corporation; that the seal affixed to said indenture is such
corporate seal; that said indenture was executed in behalf of said corporation
by authority of its board of directors; that said seal was so affixed by
authority of the board of directors of said corporation; that they did sign
their respective names thereto by like authority; and they further severally
acknowledged to me the signing, sealing and delivering of said indenture, and
said indenture itself, to be the free and voluntary act and deed of said Inland
Steel Company, and of themselves as such officers thereof, for the uses and
purposes therein set forth.
GIVEN under my hand and official seal this 28th day of June, A.D. 1995.
Janice F. Kutansky
_____________________, a resident of Cook
County, Illinois
Notary Public
My commission expires _________________________
"OFFICIAL SEAL"
JANICE F. KUTANSKY
Notary Public, State of Illinois
My Commission Expires May 24, 1998
-20-
<PAGE> 22
STATE OF ILLINOIS )
) SS
COUNTY OF COOK
I, NILDA SIERRA, A NOTARY PUBLIC IN AND FOR THE COUNTY AND STATE
AFORESAID, DO HEREBY CERTIFY that on this 28th day of June, 1995, before me
personally came and appeared in person Richard D. Manella, a Vice President,
and Eydie A. Pacella, a Trust Officer, respectively, of The First National Bank
of Chicago, one of the corporations described in the within, annexed and
foregoing indenture, each to me personally known and personally known to me to
be a Vice President and a Trust Officer, respectively, of said The First
National Bank of Chicago, and personally known to me to be the same persons
whose names are subscribed to said indenture, who subscribed the same in my
presence and who severally acknowledged, and, being by me severally duly sworn,
deposed and said: That said Richard D. Manella resides in Buffalo Grove, IL.,
in the State of Illinois, and that he is a Vice President of said The First
National Bank of Chicago, one of the corporations described in and which
executed the foregoing indenture; that said Eydie A. Pacella resides in Indian
Head Park, in the State of Illinois, and that he is a Trust Officer of said
The First National Bank of Chicago, one of the corporations described in and
which executed the foregoing indenture; that they know the seal of said
corporation; that the seal affixed to said indenture is such corporate seal;
that said indenture was executed in behalf of said corporation by authority of
its By-Laws; that said seal was so affixed by authority of the By-Laws of said
corporation; that they did sign their respective names thereto by like
authority; and they further severally acknowledged to me the signing, sealing
and delivering of said indenture, and said indenture itself, to be the free and
voluntary act and deed of said The First National Bank of Chicago, and of
themselves as such officers thereof, for the uses and purposes therein set
forth.
GIVEN under my hand and official seal this 28th day of June, A.D. 1995.
N. Sierra
_____________________, a resident of Cook
County, Illinois
Notary Public
My commission expires ___________________________
OFFICIAL SEAL
NILDA SIERRA
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 11/12/97
-21-
<PAGE> 23
STATE OF ILLINOIS )
) SS
COUNTY OF COOK
I, NILDA SIERRA, A NOTARY PUBLIC IN AND FOR THE COUNTY AND STATE AFORESAID, DO
HEREBY CERTIFY that on this 28th day of June, 1995, before me personally came
and appeared in person John G. Finley, to me personally known and personally
known to me to be the person described in, and who executed, and the same
person whose name is subscribed to, the within, annexed and foregoing
indenture, and acknowledged the execution of, and that he signed, sealed,
executed and delivered said Indenture as his free and voluntary act and deed
for the uses and purposes therein set forth.
GIVEN under my hand and official seal this 28th day of June, A.D. 1995.
N. Sierra
_____________________, a resident of Cook
County, Illinois
Notary Public
My commission expires ___________________________
This instrument was prepared by:
OFFICIAL SEAL
NILDA SIERRA
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 11/12/97
-22-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF OPERATIONS, THE CONSOLIDATED BALANCE SHEET, AND THE
SUMMARY OF STOCKHOLDERS' EQUITY CONTAINED IN THE QUARTERLY REPORT ON FORM 10-Q
TO WHICH THIS EXHIBIT IS ATTACHED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL SCHEDULES
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 284,400
<ALLOWANCES> 19,200
<INVENTORY> 187,000
<CURRENT-ASSETS> 509,000
<PP&E> 3,824,900
<DEPRECIATION> 2,501,400
<TOTAL-ASSETS> 2,352,200
<CURRENT-LIABILITIES> 579,500
<BONDS> 413,200
<COMMON> 0
0
0
<OTHER-SE> 243,500
<TOTAL-LIABILITY-AND-EQUITY> 2,352,200
<SALES> 1,335,700
<TOTAL-REVENUES> 1,337,100
<CGS> 1,214,900
<TOTAL-COSTS> 1,216,200
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24,700
<INCOME-PRETAX> 88,800
<INCOME-TAX> 34,200
<INCOME-CONTINUING> 54,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54,600
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
