<PAGE> 1
As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 033-64189
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
LINCOLN ELECTRIC HOLDINGS, INC.
AS SUCCESSOR TO THE LINCOLN ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
OHIO 34-1860551
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-------------------
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199
(Address and Zip Code of Principal Executive Offices)
------------------
1995 LINCOLN STOCK PURCHASE PLAN
(Full title of the plan)
------------------
Frederick G. Stueber, Esq.
Lincoln Electric Holdings, Inc.
Senior Vice President, General Counsel and Secretary
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199
(Name and address of agent for service)
(216) 481-8100
(Telephone number, including area code, of agent for service)
----------------------
Copies to:
David P. Porter, Esq.
Jones, Day, Reavis & Pogue
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
-------------------------
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended,
Lincoln Electric Holdings, Inc., an Ohio corporation, as successor issuer to The
Lincoln Electric Company, an Ohio corporation, hereby adopts this Registration
Statement, as amended, for all purposes under the Securities Act of 1933, as
amended and the Securities Exchange Act of 1934, as amended. See "Description of
the Transaction" herein.
This Post-Effective Amendment to the Registration Statement shall become
effective upon filing with the Securities and Exchange Commission pursuant to
Rule 464 under the Securities Act of 1933, as amended.
===============================================================================
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DESCRIPTION OF THE TRANSACTION
This post-effective amendment is being filed in connection with a
corporate restructuring (the "Reorganization") of The Lincoln Electric Company,
an Ohio corporation ("Lincoln Electric"), into a holding company organizational
structure.
On May 19, 1998, the shareholders of Lincoln Electric at the 1998 Annual
Meeting of Shareholders approved the Reorganization. The Reorganization was
implemented in accordance with Section 1701.78 of the Ohio General Corporation
Law, by the merger (the "Merger") of Lincoln Merger Co., an Ohio corporation and
newly-formed subsidiary of Lincoln Electric Holdings, Inc., an Ohio corporation
("Holding Company" or the "Registrant"), with and into Lincoln Electric, the
surviving corporation. As a result of the Merger, Holding Company is the sole
shareholder of Lincoln Electric. In the Merger, which was consummated on June 2,
1998, each Common Share, without par value, and each Class A Common Share,
without par value, of Lincoln Electric (collectively the "Lincoln Electric
Common Shares") was converted into two Common Shares, without par value, of
Holding Company (the "Holding Company Common Shares"). Accordingly, all of the
Lincoln Electric Common Shares offered under the 1995 Lincoln Stock Purchase
Plan (the "Plan") will be Holding Company Common Shares, not Lincoln Electric
Common Shares. In approving the Reorganization, the shareholders of Lincoln
Electric approved the amendment of the Plan by Holding Company.
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the
"Securities Act"), Holding Company, as successor issuer to Lincoln Electric as a
result of the Merger, hereby expressly adopts, as of June 2, 1998, the
Registration Statement on Form S-8, as amended (Registration No. 033-64187), of
Lincoln Electric, which Registration Statement is applicable to Lincoln Electric
Common Shares issuable under the Plan, as the Registration Statement of Holding
Company for all purposes under the Securities Act and the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
The registration fees were paid at the time of the original filing of this
Registration Statement.
Part II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
(A) Holding Company: The following documents, which have heretofore been
filed by the Registrant with the Securities and Exchange Commission pursuant to
the Exchange Act (File No. 0-1402) are incorporated by reference herein and
shall be deemed to be part hereof:
(1) Registration Statement on Form S-4 filed April 18, 1998
(Registration No. 333-50435);
(2) Description of Holding Company Common Stock included in the
Registration Statement on Form S-4 (Registration No. 333-50435),
filed under the Securities Act, including any amendment or report
filed for the purpose of updated such description.
(B) Lincoln Electric: The following documents, which have heretofore been
filed by Lincoln Electric with the Commission pursuant to the Exchange Act (File
No. 0-1402), are incorporated by reference herein and shall be deemed to be a
part hereof:
(1) Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
(2) Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1998.
All documents subsequently filed by the registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 shall be deemed
to be incorporated herein by reference and shall be deemed a part hereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code empowers a corporation to
indemnify persons serving as its directors and officers (or serving at the
request of the corporation in such capacity for another corporation) against
expenses incurred in connection with actions, suits or proceedings relating to
the fact that such persons were serving as directors or officers of such
corporation. Article IV of the Registrant's Code of Regulations provides for
indemnification of directors, officers and others and the purchase and
maintenance of liability insurance by the Registrant, as follows:
Section 1. INDEMNIFICATION. (a) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a Director, trustee, officer,
employee or agent of another corporation, domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust or other enterprise, to the full
extent permitted from time to time under the laws of the State of Ohio;
provided, however, that the Corporation shall indemnify any such agent (as
opposed to any Director, officer or employee) of the Corporation to an extent
greater than that required by law only if and to the extent that the Directors
may, in their discretion, so determine.
(b) The indemnification authorized by this Article shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification hereunder or under the Articles or
any agreement, vote of shareholders or disinterested Directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as
to a person who has ceased to be a Director, trustee, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(c) No amendment, termination or repeal of this Article IV
shall affect or impair in any way the rights of any Director or
officer of the Corporation to indemnification under the provisions
hereof with respect to any action, suit or proceeding arising out of,
or relating to, any actions, transactions or facts occurring prior to
the final adoption of such amendment, termination or repeal.
Section 2. LIABILITY INSURANCE. The Corporation may purchase and
maintain insurance or furnish similar protection, including but not limited to
trust funds, letters of credit or self-insurance, on behalf of or for any person
who is or was a Director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a Director, trustee,
officer, employee or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under this Article.
Insurance may be purchased from or maintained with a person in which the
Corporation has a financial interest.
The Registrant has purchased directors and officers liability insurance
which provides for indemnification of directors and officers against certain
liabilities. The Registrant also has entered into indemnification agreements
with its directors or officers that would require the Registrant, subject to any
limitations on the maximum permissible indemnification that may exist at law, to
indemnify a director or officer for claims that arise because of his capacity as
a director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE> 4
ITEM 8. EXHIBITS.
4(a) Restated Articles of Incorporation of the Registrant
(filed as Annex B to the Registrant's Registration
Statement on Form S-4 filed April 18, 1998 (Registration
No. 333-50435), and incorporated herein by reference.
4(b) Regulations of the Registrant (filed as Annex C to the
Registrant's Registration Statement on Form S-4 filed
April 18, 1998 (Registration No. 333-50435), and
incorporated herein by reference.
23 Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney for each officer and director of
Lincoln Electric Holdings, Inc. signing this
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be in the initial bona fide offering
thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, except
Page 4 of 7
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as to certain insurance policies, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Lincoln Electric Holdings, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing the Registration
Statement on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Cleveland, State of Ohio, on this 30 day of June, 1998.
LINCOLN ELECTRIC HOLDINGS, INC.
/s/ H. Jay Elliott
-------------------------------------
H. Jay Elliott
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of June __, 1998.
/s/ ANTHONY A. MASSARO* Chairman, President and Chief Executive
- --------------------------- Officer; Director
Anthony A. Massaro
/s/ JOHN M. STROPKI, JR.* Executive Vice President; Director
- ---------------------------
John M. Stropki, Jr.
/s/ H. JAY ELLIOTT Senior Vice President, Chief Financial Officer
- --------------------------- and Treasurer
H. Jay Elliott
/s/ FREDERICK G. STUEBER Senior Vice President, General Counsel and
- --------------------------- Secretary
Frederick G. Stueber
/s/ KATHRYN JO LINCOLN* Director
- ---------------------------
Kathryn Jo Lincoln
/s/ G. RUSSELL LINCOLN* Director
- ---------------------------
G. Russell Lincoln
/s/ CRAIG R. SMITH* Director
- ---------------------------
Craig R. Smith
/s/DAVID C. LINCOLN* Director
- ---------------------------
David C. Lincoln
Page 5 of 7
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/s/ HENRY L. MEYER, III* Director
- ---------------------------
Henry L. Meyer, III
/s/ FRANK L. STEINGASS* Director
- ---------------------------
Frank L. Steingass
/s/ HENRY CARLSON* Director
- ---------------------------
Henry Carlson
/s/ DAVID H. GUNNING* Director
- ---------------------------
David H. Gunning
/s/ EDWARD E. HOOD, JR.* Director
- ---------------------------
Edward E. Hood, Jr.
/s/PAUL E. LEGO* Director
- ---------------------------
Paul E. Lego
*The undersigned by signing his name hereto, does sign and execute this
Post-Effective Amendment No. 1 on Form S-8 pursuant to a Power of Attorney
executed on behalf of the above-indicated officers and directors of Lincoln
Electric Holdings, Inc. and filed herewith as Exhibit 24 on behalf of Lincoln
Electric Holdings, Inc. and each such person.
By /s/ Frederick G. Stueber
---------------------------------------
Frederick G. Stueber, Attorney-in-fact
June 30, 1998
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<PAGE> 7
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION
-------------- -------------------
4(a) Restated Articles of Incorporation of
the Registrant (filed as Annex B to
the Registrant's Registration
Statement on Form S-4 filed April 18,
1998 (Registration No. 333-50435), and
incorporated herein by reference.
4(b) Regulations of the Registrant (filed
as Annex C to the Registrant's
Registration Statement on Form S-4
filed April 18, 1998 (Registration No.
333-50435), and incorporated
herein by reference.
23 Consent of Ernst & Young LLP,
Independent Auditors.
24 Power of Attorney for each officer and
director of Registrant signing this
Registration Statement.
Page 7 of 7
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Post-Effective Amendment No. 1 on Form S-8 (No. 033-64189) to the Registration
Statement on Form S-4, filed with the Securities and Exchange Commission on
April 18, 1998, of Lincoln Electric Holdings, Inc. and the related Proxy
Statement-Prospectus of The Lincoln Electric Company and Lincoln Electric
Holdings, Inc. of our report dated February 9, 1998 with respect to the
consolidated financial statements and schedule of The Lincoln Electric Company
included in its Annual Report (Form 10-K) for the year ended December 31, 1997,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
Cleveland, Ohio
June 29, 1998
<PAGE> 1
Exhibit 24
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 19, 1998.
/s/ David C. Lincoln
----------------------------------------
Name: David C. Lincoln
Title: Director
<PAGE> 2
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 20, 1998.
/s/ Anthony A. Massaro
----------------------------------------
Name: Anthony A. Massaro
Title: CEO
<PAGE> 3
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 20, 1998.
/s/ John M. Stropki
----------------------------------------
Name: John M. Stropki
Title: President North America
<PAGE> 4
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 19, 1998.
/s/ Paul E. Lego
----------------------------------------
Name: Paul E. Lego
Title: Director
<PAGE> 5
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 19, 1998.
/s/ Craig R. Smith
----------------------------------------
Name: Craig R. Smith
Title: Director
<PAGE> 6
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 19, 1998.
/s/ Harry Carlson
----------------------------------------
Name: Harry Carlson
Title: Director
<PAGE> 7
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 19, 1998.
/s/ Frank L. Steingass
----------------------------------------
Name: Frank L. Steingass
Title: Director
<PAGE> 8
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 19, 1998.
/s/ E.E. Hood Jr.
----------------------------------------
Name: E.E. Hood Jr.
Title: Director
<PAGE> 9
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 19, 1998.
/s/ David H. Gunning
----------------------------------------
Name: David H. Gunning
Title: Director
<PAGE> 10
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 19, 1998.
/s/ G.R. Lincoln
----------------------------------------
Name: G.R. Lincoln
Title: Director
<PAGE> 11
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 19, 1998.
/s/ Henry L. Meyer III
----------------------------------------
Name: Henry L. Meyer III
Title: Director
<PAGE> 12
DIRECTOR AND/OR OFFICER OF
LINCOLN ELECTRIC HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
Effective upon (i) the consummation of the merger of Lincoln Electric
Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement
of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and
Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and
(ii) the undersigned being elected a director and/or officer of the Corporation,
the undersigned director and/or officer of the Corporation, hereby constitutes
and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign and
file under the Securities Act of 1933 one or more Registration Statement(s) on
Form S-8 and amendments to Registration Statements on Form S-8 relating to the
registration for sale of the Corporation's common shares, without par value, and
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration(s), with full power and authority to
do and perform any and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
EXECUTED as of May 19, 1998.
/s/ Kathryn Jo Lincoln
----------------------------------------
Name: Kathryn Jo Lincoln
Title: Board Member
