<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LUKENS INC.
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(Exact name of issuer as specified in its charter)
Delaware 23-2451900
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
50 South First Avenue, Coatesville, Pennsylvania 19320
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(Address of principal executive offices) (Zip Code)
Lukens Group Employees
Capital Accumulation Plan
-------------------------
(Full title of the plan)
Copies to:
William D. Sprague, Esquire Rhonda R. Cohen, Esquire
Vice President and General Counsel Ballard Spahr Andrews &
Lukens Inc. Ingersoll
50 South First Avenue 1735 Market Street
Coatesville, Pennsylvania 19320 Philadelphia, PA 19103
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(Name and address of agent for service)
(610) 383-3379
----------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to be Price Offering Registration
to be Registered Registered per Share(1) Price(1) Fee
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 100,000 shares $30.75 $3,075,000 $1,061
per share (2)
--------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Securities and Exchange Commission Rule 457(c) only
for the purpose of calculating the registration fee; based on the average
of the high and low price per share of Common Stock of Lukens Inc. on June
27, 1994, as published in the NYSE-Composite Transactions quotations.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission by the Company (File No. 1-3258) or by the Lukens Group Employees
Capital Accumulation Plan (the "Plan") are hereby incorporated by reference in
this Registration Statement:
1. Annual Report on Form 10-K for the fiscal year ended December 25,
1993.
2. Quarterly Report on Form 10-Q for the quarter ended March 26,
1994.
3. Form 8-B dated January 27, 1987.
4. Form 8-A dated July 31, 1987, as amended by Form 8 dated
September 9, 1988 and Form 8 dated July 25, 1990.
All documents filed by the Company or by the Plan subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of the filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law provides as follows regarding
indemnification of officers and directors:
(a) A corporation shall have power to 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 (other than an action by or in the right of the
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corporation) 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, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor 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, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprises against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a
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determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b). Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses incurred by an officer or director in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of 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, officer, employee or agent of another corporation, 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 the provisions of this section.
(h) For purposes of this Section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Section
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with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued.
(i) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
Section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
The Company's Restated Certificate of Incorporation provides as
follows regarding the indemnification of directors and officers:
The Corporation shall indemnify to the full extent authorized or
permitted by law any person made, or threatened to be made, a party to any
action or proceeding (whether civil or criminal or otherwise) by reason of
the fact that he, his testator or interstate, is or was a director or
officer of the Corporation or by reason of the fact that such director or
officer, at the request of the Corporation, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, in any capacity. Nothing contained herein shall affect
any rights to indemnification to which employees other than directors and
officers may be entitled by law. No director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such a director as a director.
Notwithstanding the foregoing sentence, a director shall be liable to the
extent provided by applicable law (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for payment of unlawful dividends or
approval of illegal stock purchases or redemptions prohibited pursuant to
Section 174 of the Delaware General Corporation Law, or (iv)
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for any transaction from which such director derived an improper personal
benefit.
Article VIII of the Company's By-laws provides as follows regarding
the indemnification of directors and officers:
Section 1. Power to Indemnify in Actions, Suits or Proceedings other
---------------------------------------------------------
Than Those by or in the Right of the Corporation. Subject to Section 3 of
------------------------------------------------
this Article VIII, 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 (other than an action by or in the right of
the Corporation) 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, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
---------------
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
Section 2. Power to Indemnify in Actions, Suits or Proceedings by or
---------------------------------------------------------
in the Right of the Corporation. Subject to Section 3 of this Article
-------------------------------
VIII, 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 or suit by or in the right of the Corporation to procure a judgment
in its favor 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, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such
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person shall have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the Corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
Section 3. Authorization of Indemnification. Any indemnification
--------------------------------
under this Article VIII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of conduct
set forth in Section 1 or Section 2 of this Article VIII, as the case may
be. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders. To the extent, however, that a director, officer, employee
or agent of the Corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding described above, or in defense
of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith, without the necessity of authorization in the
specific case.
Section 4. Good Faith Defined. For purposes of any determination
------------------
under Section 3 of this Article VIII, a person shall be deemed to have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe
his conduct was unlawful, if his action is based on the records or books of
account of the Corporation or another enterprise, or on information
supplied to him by the officers of the Corporation or another enterprise in
the course of their duties, or on the advice of legal counsel for the
Corporation or another enterprise or on information or records given or
reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected
with reasonable care by the Corporation or another enterprise. The term
"another enterprise" as used in this Section 4 shall mean any other
corporation or any partnership, joint venture, trust or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent. The provisions of
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<PAGE>
this Section 4 shall not be deemed to be exclusive or to limit in any way
the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Sections 1 or 2 of this Article
VIII, as the case may be.
Section 5. Indemnification by a Court. Notwithstanding any contrary
--------------------------
determination in the specific case under Section 3 of this Article VIII,
and notwithstanding the absence of any determination thereunder, any
director, officer, employee or agent may apply to any court of competent
jurisdiction in the State of Delaware for indemnification to the extent
otherwise permissible under Sections 1 and 2 of this Article VIII. The
basis of such indemnification by a court shall be a determination by such
court that indemnification of the director, officer, employee or agent is
proper in the circumstances because he has met the applicable standards of
conduct set forth in Sections 1 or 2 of this Article VIII, as the case may
be. Notice of any application for indemnification pursuant to this Section
5 shall be given to the Corporation promptly upon the filing of such
application.
Section 6. Expenses Payable in Advance. Expenses incurred in
---------------------------
defending or investigating a threatened or pending action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article VIII.
Section 7. Non-exclusivity and Survival of Indemnification. The
-----------------------------------------------
indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be
entitled under any By-Law, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied)
of any court of competent jurisdiction or otherwise, both as to action in
his official capacity and as to action in another capacity while holding
such office, it being the policy of the Corporation that indemnification of
the persons specified in Sections 1 and 2 of this Article VIII shall be
made to the fullest extent permitted by law. The provisions of this
Article VIII shall not be deemed to preclude the indemnification of any
person who is not specified in Sections 1 and 2 of this Article VIII but
whom the Corporation has the power or obligation to indemnify under the
provisions of the General Corporation Law of the State
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of Delaware, or otherwise. The indemnification and advancement of expenses
provided by, or granted pursuant to this Article VIII shall, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such person.
Section 8. Insurance. The Corporation may purchase and maintain
---------
insurance on behalf of 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, officer, employee or agent of another
corporation, 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 or the obligation to indemnify him against
such liability under the provisions of this Article VIII.
Section 9. Meaning of "Corporation" for Purposes of Article VIII.
-----------------------------------------------------
For purposes of this Article VIII, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article VIII with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
Section 10. Survival of Indemnification and Advancement of Expenses.
-------------------------------------------------------
The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of heirs,
executors and administrators of such a person.
In addition, the Company has entered into indemnification contracts
("Indemnification Agreements") with its current directors and corporate officers
and expects to enter into similar agreements with individuals who in the future
hold such positions with the Company or its subsidiaries. The Indemnification
Agreements were approved by the Board of
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Directors of the Company on January 27, 1988 and by the stockholders on April
27, 1988.
The Indemnification Agreements provide for indemnification of the
Company's directors and corporate officers to the fullest extent permitted by
law including the benefits of any subsequent changes in Delaware law relative to
indemnification. They cover any and all expenses (including attorneys' fees and
all other costs and obligations), judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) incurred in connection with investigating,
defending, being a witness or participating in, or preparing to defend, be a
witness in or participate in, any threatened, pending or completed action, suit
or proceeding (including appeals), or any inquiry or investigation, whether
civil, criminal, administrative, investigative or otherwise (a "proceeding"),
related to the fact that such director or corporate officer is or was a
director, officer, employee, agent or fiduciary of the Company or is or was
serving at the request of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise, or by reason of anything done or not done by
such director or corporate officer in any such capacity. Indemnification would
not, however, be available under the Indemnification Agreements if a person or
body appointed by the Company's Board of Directors who is not a party to the
proceeding for which indemnification is sought and who may be or consist of one
or more members of the Board (or, under certain circumstances discussed below,
independent legal counsel) determines that such indemnification is not permitted
under applicable law and such determination is not successfully challenged
before a court. A director or corporate officer would also not be entitled to
indemnification under the Indemnification Agreements in connection with a
proceeding initiated by such director or corporate officer, unless such
proceeding was authorized or consented to by the Board of Directors.
As permitted by the Delaware General Corporation Law, the
Indemnification Agreements also provide for the prompt advancement of all
expenses incurred in connection with any proceeding and obligate the director or
corporate officer to reimburse the Company for all amounts so advanced if it is
subsequently determined, as provided in the Indemnification Agreements, that the
director or corporate officer is not entitled to indemnification.
In the event that the person or body appointed by the Company's Board
of Directors determines that the director or corporate officer would not be
permitted to be indemnified under applicable law (and, therefore, is not
entitled to indemnification under the Indemnification Agreements), the
Indemnification Agreements provide that the director or corporate officer may
seek a judicial determination of his or her right to
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indemnification. The Indemnification Agreements further provide that the
director or corporate officer is entitled to indemnification for, and
advancement of, all expenses (including attorneys' fees) incurred in any
proceeding seeking to collect from the Company an indemnity claim or advancement
of expenses under the Indemnification Agreements, the Charter, or otherwise, or
in seeking to recover under a directors' and officers' liability insurance
policy, whether or not the director or corporate officer is successful.
After a Change in Control of the Company (which Change in Control is
not approved by the Company's Board of Directors), all determinations to be made
by or on behalf of the Company regarding a director's or corporate officer's
right to indemnification and to the advancement of expenses are required to be
made by independent legal counsel to be selected by the director or corporate
officer and approved by the Board (which approval cannot be unreasonably
withheld). As defined in the Indemnification Agreements, a Change in Control is
deemed to have occurred if (i) any "person" (as such term is used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than
a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or a corporation owned directly or indirectly by the stockholders
of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing 20% or more of the total voting power represented by the then
outstanding securities of the Company which vote generally in the election of
directors ("Voting Securities"), or (ii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.
The Indemnification Agreements impose upon the Company the burden of
proving that the director or corporate officer is
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<PAGE>
not entitled to indemnification in any particular case, and the Indemnification
Agreements negate certain presumptions which might otherwise be drawn against a
director or corporate officer in certain circumstances. The Indemnification
Agreements also provide that all legal actions brought against the director or
corporate officer by or in the right of the Company must be brought within a
period of two years from the date of the accrual of such actions (or any shorter
period that would otherwise be applicable), after which period any such cause of
action will be extinguished. Further, the Indemnification Agreements provide
that if the Company pays a director or corporate officer pursuant to an
Indemnification Agreement, the Company will be subrogated to such director's or
corporate officer's rights to recover from third parties.
Like the Delaware General Corporation Law, the Indemnification
Agreements provide that a director's or corporate officer's rights under such
contracts are not exclusive of any other indemnity rights he or she may have;
however, the Indemnification Agreements do prevent double payment. While not
requiring the maintenance of directors' and officers' liability insurance, the
Indemnification Agreements require that the director or corporate officer be
provided with the maximum coverage afforded any other director or officer of the
Company.
Finally, the Company maintains in force insurance coverage for all
duly elected or appointed Company officers and directors for damages, judgments,
settlements and "defense costs" (as defined in the policy) related to any claim
of breach of duty, neglect, error, misstatement, misleading statement, omission
or act by any such persons in their respective capacities as officers and
directors or any matter claimed against them solely by reason of their status as
officers and directors. The insurance also covers the Company for amounts
advanced by the Company to officers and directors pursuant to indemnification
arrangements provided such amounts would be covered if expended directly by the
officers and directors. Coverage is limited to $35 million. Standard
exclusions from coverage apply, including for criminal and deliberately
fraudulent acts and for the gaining of personal profit or advantage to which the
officer or director was not legally entitled.
Item 7. Exemption from Registration
Not applicable.
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Item 8. Exhibits
Exhibit
Number Description of Exhibit
------ ----------------------
4(1) Restated Certificate of Incorporation of Lukens Inc., as amended,
including Certificate of Designation of Series A Junior Participating
Preferred Stock and Certificate of Designation of Series B ESOP
Convertible Preferred Stock (incorporated by reference to Exhibit 4(1)
to Post-Effective Amendment No. 1 to Registrant's Form S-8
Registration Statement, Registration No. 33-23405)
4(2) By-laws of Lukens Inc. as amended June 26, 1991 (incorporated by
reference to Exhibit 4(2) to Post-Effective Amendment No. 4 to
Registrant's Form S-8 Registration Statement, Registration No. 33-
6673)
4(3) Rights Agreement dated as of July 29, 1987, as amended as of July 25,
1990, between Lukens Inc. and Mellon Bank (East) N.A. as Rights Agent
(incorporated by reference to Exhibit 1 to Registrant's Form 8-K
Current Report dated July 25, 1990)
4(4) Form of Trust Agreement between Lukens Inc. and Vanguard Fiduciary
Trust Company, as amended and restated effective July 1, 1994
4(5) Form of Lukens Group Employees Capital Accumulation Plan, as amended
and restated effective July 1, 1994
5(1) Opinion of William D. Sprague, Vice President and General Counsel of
the Company, relating to the legality of securities
5(2) Opinion of Ballard Spahr Andrews & Ingersoll confirming compliance of
the provisions of the Lukens Group Employees Capital Accumulation Plan
with the requirements of ERISA pertaining to such provisions
23(1) Consent of William D. Sprague, Vice President and General Counsel of
the Company, is contained in the opinion filed as Exhibit 5(1)
23(2) Consent of Ballard Spahr Andrews & Ingersoll is contained in the
opinion filed as Exhibit 5(2)
23(3) Consent of Arthur Andersen & Co.
24 Power of Attorney (included on page II-16)
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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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration 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 Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered
II-13
<PAGE>
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(d) (1) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to whom the
prospectus is sent or given, a copy of the registrant's annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registrant shall state in the
prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the employee. If the last fiscal year of the registrant
has ended within 120 days prior to the use of the prospectus, the annual report
of the registrant for the preceding fiscal year may be so delivered, but within
such 120 day period the annual report for the last fiscal year will be furnished
to each such employee.
(2) The undersigned registrant hereby undertakes to transmit or
cause to be transmitted to all employees participating in the plan who do not
otherwise receive such material as stockholders of the registrant, at the time
and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
(3) The undersigned registrant and plan hereby undertake to
transmit or cause to be transmitted promptly, without charge, to any participant
in the plan who makes a written request, a copy of the then latest annual report
of the plan filed pursuant to Section 15(d) of the Securities Exchange Act of
1934. If such report is filed separately on Form 11-K, such form shall be
delivered upon written request. If such report is filed as a part of the
registrant's annual report on Form 10-K, that entire report (excluding exhibits)
shall be
II-14
<PAGE>
delivered upon written request. If such report is filed as a part of the
registrant's annual report to stockholders delivered pursuant to paragraph (1)
or (2) of this undertaking, additional delivery shall not be required.
II-15
<PAGE>
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Coatesville, Commonwealth of Pennsylvania, on
the 21st day of June, 1994.
LUKENS INC.
By: /s/ R. William Van Sant
---------------------------
R. William Van Sant
Chairman and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, R. W. VAN SANT, JOHN N. MAIER, WILLIAM
D. SPRAGUE and JOHN C. VAN RODEN, JR. and each of them as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/R. William Van Sant Chairman, June 21, 1994
----------------------- Chief Executive
R. William Van Sant Officer and Director
II-16
<PAGE>
/s/John C. van Roden, Jr. Vice President and June 21, 1994
------------------------- Treasurer
John C. van Roden, Jr.
/s/John N. Maier Vice President and June 21, 1994
------------------------- Controller
John N. Maier
/s/Michael O. Alexander Director June 21, 1994
-------------------------
Michael O. Alexander
/s/T. Kevin Dunnigan Director June 21, 1994
-------------------------
T. Kevin Dunnigan
/s/Ronald M. Gross Director June 21, 1994
-------------------------
Ronald M. Gross
/s/Nancy Huston Hansen Director June 21, 1994
-------------------------
Nancy Huston Hansen
/s/William H. Nelson, III Director June 21, 1994
-------------------------
William H. Nelson, III
/s/Stuart J. Northrop Director June 21, 1994
-------------------------
Stuart J. Northrop
/s/Robert L. Seaman Director June 21, 1994
-------------------------
Robert L. Seaman
/s/Harry C. Stonecipher Director June 21, 1994
-------------------------
Harry C. Stonecipher
/s/Joab L. Thomas Director June 21, 1994
-------------------------
Joab L. Thomas
/s/W. Paul Tippett Director June 21, 1994
-------------------------
W. Paul Tippett
II-17
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Lukens Group Employees Capital Accumulation Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Coatesville, Pennsylvania, on the 21st day of June, 1994.
LUKENS GROUP
EMPLOYEES CAPITAL ACCUMULATION PLAN
By: /s/ Richard D. Luzzi
-----------------------------------------
Chairman, Employee Benefits
Administration Committee
II-18
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
4(1) Restated Certificate of Incorporation of Lukens Inc., as amended,
including Certificate of Designation of Series A Junior Participating
Preferred Stock and Certificate of Designation of Series B ESOP
Convertible Preferred Stock (incorporated by reference to Exhibit 4(1)
to Post-Effective Amendment No. 1 to Registrant's Form S-8
Registration Statement, Registration No. 33-23405)
4(2) By-laws of Lukens Inc. as amended June 26, 1991 (incorporated by
reference to Exhibit 4(2) to Post-Effective Amendment No. 4 to
Registrant's Form S-8 Registration Statement, Registration No. 33-
6673)
4(3) Rights Agreement dated as of July 29, 1987, as amended as of July 25,
1990, between Lukens Inc. and Mellon Bank (East) N.A. as Rights Agent
(incorporated by reference to Exhibit 1 to Registrant's Form 8-K
Current Report dated July 25, 1990)
4(4) Form of Trust Agreement between Lukens Inc. and Vanguard Fiduciary
Trust Company, as amended and restated effective July 1, 1994
4(5) Form of Lukens Group Employees Capital Accumulation Plan, as amended
and restated effective July 1, 1994
5(1) Opinion of William D. Sprague, Vice President and General Counsel of
the Company, relating to the legality of securities
5(2) Opinion of Ballard Spahr Andrews & Ingersoll confirming compliance of
the provisions of the Lukens Group Employees Capital Accumulation Plan
with the requirements of ERISA pertaining to such provisions
23(1) Consent of William D. Sprague, Vice President and General Counsel of
the Company, is contained in the opinion filed as Exhibit 5(1)
23(2) Consent of Ballard Spahr Andrews & Ingersoll is contained in the
opinion filed as Exhibit 5(2)
23(3) Consent of Arthur Andersen & Co.
24 Power of Attorney (included on page II-16)
<PAGE>
Exhibit 4(4)
TRUST AGREEMENT
---------------
THIS AGREEMENT OF TRUST (the "Agreement") made as of this 1st day of
July, 1994, by and between Lukens Inc. on behalf of Lukens Steel Company Inc.,
(the "Employer") and VANGUARD FIDUCIARY TRUST COMPANY, a trust company
incorporated under Chapter 10 of the Pennsylvania Banking Code (the "Trustee"),
is an amendment and restatement of that certain agreement of trust between the
Trustee and Lukens Inc. on behalf of Ludlow-Saylor, Inc. dated as of March 28,
1991,
W I T N E S S E T H
-------------------
WHEREAS, the Employer has amended and restated the Ludlow-Saylor, Inc.
Capital Accumulation Plan for Hourly Employees as the Lukens Group Employees
Capital Accumulation Plan (hereinafter referred to as the "Plan"), for the
exclusive benefit of eligible employees, hereinafter referred to as
"Participants;" and
WHEREAS, the Plan provides that the assets thereof be held, in trust,
by a trustee, subject to the provisions of a trust agreement to be entered into
between the Employer and a trustee or trustees; and
WHEREAS, the Employer and the Trustee desire that the Trustee continue
to serve as trustee for the assets of the Plan, as so amended and rested
effective July 1, 1994; and
<PAGE>
WHEREAS, the Lukens Inc. Employee Benefits Administration Committee
("EBAC") and the Lukens Inc. Employee Benefits Finance Committee ("EBFC")
(hereinafter referred to collectively as the "Plan Administrator") are the
fiduciaries named in the Plan as having the authority to control and manage the
operation and administration of the Plan; and
WHEREAS, the Employer and the Trustee deem it necessary and desirable
to amend and restate the previous written agreement of trust.
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto, intending to be legally bound, hereby agree and
declare as follows:
ARTICLE I
ESTABLISHMENT OF THE TRUST
Section 1.1. The Employer and the Trustee hereby agree to the
establishment of a trust consisting of such sums of money and such other
property acceptable to the Trustee as shall from time to time be paid or
delivered to the Trustee under the Plan and such earnings, income and
appreciation as may accrue thereon, which, less payments made by the Trustee to
carry out the purposes of the Plan, are referred to herein as the "Fund." The
Trustee shall carry out the duties and responsibilities herein specified, but
shall be under no duty to determine whether the amount of any contribution by
the Employer or any Participant is
2
<PAGE>
in accordance with the terms of the Plan nor shall the Trustee be responsible
for the collection of any contributions under the Plan.
Section 1.2. The Fund shall be held, invested, reinvested and
administered by the Trustee in accordance with the terms of the Plan and this
Agreement solely in the interest of Participants and their beneficiaries and for
the exclusive purpose of providing benefits to Participants and their
beneficiaries and defraying reasonable expenses of administering the Plan.
Except as provided in Section 4.2, no assets of the Plan shall inure to the
benefit of the Employer.
Section 1.3. The Trustee shall pay benefits and expenses from the
Fund only upon the written direction of the Plan Administrator, or its designee.
The Trustee shall be fully entitled to rely on such directions furnished by the
Plan Administrator, and shall be under no duty to ascertain whether the
directions are in accordance with the provisions of the Plan.
ARTICLE II
INVESTMENT OF THE FUND
Section 2.1. The Employer or its designee shall have the exclusive
authority and discretion to select the Investment Funds available for investment
under the Plan. In making such selection, the Employer or its designee shall
use the care, skill, prudence and diligence under the circumstances then
3
<PAGE>
prevailing that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims. The available investments under the Plan shall be sufficiently
diversified so as to minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so. The Employer or its designee
shall notify the Trustee in writing of the selection of the Investment Funds
currently available for investment under the Plan, and any changes thereto.
Section 2.2. Each Participant shall have the exclusive right, in
accordance with the provisions of the Plan, to direct the investment by the
Trustee of all amounts allocated to the separate accounts of the Participant
under the Plan among any one or more of the available Investment Funds. All
investment directions by Participants shall be timely furnished to the Trustee
by EBAC, or its designee, except to the extent such directions are transmitted
telephonically or otherwise by Participants directly to the Trustee or its
delegate in accordance with rules and procedures established and approved by the
Plan Administrator and communicated to the Trustee. In making any investment of
the assets of the Fund, the Trustee shall be fully entitled to rely on such
directions furnished to it by the EBAC or by Participants in accordance with the
Plan Administrator's approved rules and procedures, and shall be under no duty
to make any inquiry or investigation with respect
4
<PAGE>
thereto. If the Trustee receives any contribution under the Plan that is not
accompanied by instructions directing its investment, the Trustee shall
immediately notify EBAC of that fact, and the Trustee may, in its discretion,
hold or return all or a portion of the contribution uninvested without liability
for loss of income or appreciation pending receipt of proper investment
directions. Otherwise, it is specifically intended under the Plan and this
Agreement that the Trustee shall have no discretionary authority to determine
the investment of the assets of the Fund.
Section 2.3. Subject to the provisions of Sections 2.1 and 2.2, the
Trustee shall have the authority, in addition to any authority given by law, to
exercise the following powers in the administration of the Trust:
(a) to invest and reinvest all or a part of the Fund in
accordance with Participants' investment directions in any available
Investment Fund selected by the Employer without restriction to investments
authorized for fiduciaries, including, without limitation on the amount
that may be invested therein, any common, collective or commingled trust
fund maintained by the Trustee. Any investment in, and any terms and
conditions of, any common, collective or commingled trust fund available
only to employee trusts which meets the requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), or
5
<PAGE>
corresponding provisions of subsequent income tax laws of the United
States, shall constitute an integral part of this Agreement and the Plan;
(b) to dispose of all or any part of the investments,
securities, or other property which may from time to time or at any time
constitute the Fund in accordance with the investment directions by
Participants furnished to it pursuant to Section 2.2 or the written
directions by the Plan Administrator furnished to it pursuant to Section
1.3, and to make, execute and deliver to the purchasers thereof good and
sufficient deeds of conveyance therefor, and all assignments, transfers and
other legal instruments, either necessary or convenient for passing the
title and ownership thereto, free and discharged of all trusts and without
liability on the part of such purchasers to see to the application of the
purchase money;
(c) to hold cash uninvested to the extent necessary to pay
benefits or expenses of the Plan;
(d) to cause any investment of the Fund to be registered in the
name of the Trustee or the name of its nominee or nominees or to retain
such investment unregistered or in a form permitting transfer by delivery;
provided that the books and records of the Trustee shall at
6
<PAGE>
all times show that all such investments are part of the Fund;
(e) to vote in person or by proxy with respect to all shares of
the mutual funds offered by The Vanguard Group, Inc. (the "Vanguard Funds")
which are held by the Plan solely in accordance with directions furnished
to it by EBFC, and to vote in person or by proxy with respect to all other
securities credited to a Participant's separate accounts under the Plan
solely in accordance with directions furnished to it by the Participant;
provided that:
(i) any securities with respect to which timely
instructions are not received by the Trustee shall not be voted,
nor shall they be tendered in connection with a tender offer, as
the case may be;
(ii) Participant instructions to the Trustee for voting or
tender of Employer stock shall be made in confidence, and the
Trustee may not divulge such instructions to any director,
officer or employee of the Employer; and
(iii) other rights to which a Participant may be entitled as
a beneficial owner of such Employer stock shall be exercised as
provided in the Plan.
(f) upon the written direction of the Plan Administrator, to
apply for, purchase, hold or transfer any
7
<PAGE>
life insurance, retirement income, endowment or annuity contract;
(g) to consult and employ any suitable agent to act on behalf of
the Trustee and to contract for legal, accounting, clerical and other
services deemed necessary by the Trustee to manage and administer the Fund
according to the terms of the Plan and this Agreement;
(h) upon the written direction of the EBAC, or its designated
representative and in accordance with the terms of the Plan, to make loans
from the Fund to Participants in amounts and on terms approved by the EBAC
in accordance with the provisions of the Plan, provided that the EBAC shall
have the responsibility for collecting all loan repayments required to be
made under the Plan and for furnishing the Trustee with copies of all
promissory notes evidencing such loans; and
(i) to pay from the Fund all taxes imposed or levied with
respect to the Fund or any part thereof under existing or future laws, and
to contest the validity or amount of any tax, assessment, claim or demand
respecting the Fund or any part thereof.
Section 2.4. Except as may be authorized by regulations promulgated
by the Secretary of Labor, the Trustee shall not maintain the indicia of
ownership in any assets of the
8
<PAGE>
Fund outside of the jurisdiction of the district courts of the United States.
ARTICLE III
DUTIES AND RESPONSIBILITIES
Section 3.1. The Trustee, the Employer and the Plan Administrator
shall each discharge their assigned duties and responsibilities under this
Agreement and the Plan solely in the interest of Participants and their
beneficiaries in the following manner:
(a) for the exclusive purpose of providing benefits to
Participants and their beneficiaries and defraying reasonable expenses of
administering the Plan;
(b) with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims;
(c) by diversifying the available investments under the Plan so
as to minimize the risk of large losses, unless under the circumstances it
is clearly prudent not to do so; and
(d) in accordance with the provisions of the Plan and this Trust
Agreement insofar as they are consistent with
9
<PAGE>
the provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
Section 3.2. The Trustee shall keep full and accurate accounts of all
receipts, investments, disbursements and other transactions hereunder, including
such specific records as may be agreed upon in writing between the Employer and
the Trustee. All such accounts, books and records shall be open to inspection
and audit at all reasonable times by any authorized representative of the,
Employer or the Plan Administrator. A Participant may examine only those
individual account records pertaining directly to him, and the general records
of the Fund if and only to the extent required under applicable law.
Section 3.3. Within 90 days after the end of each Plan Year or within
90 days after its removal or resignation, the Trustee shall file with the Plan
Administrator a written account of the administration of the Fund showing all
transactions effected by the Trustee subsequent to the period covered by the
last preceding account to the end of such Plan Year or date of removal or
resignation and all property held at its fair market value at the end of the
accounting period. Upon approval of such accounting by the Plan Administrator,
neither the Employer nor the Plan Administrator shall be entitled to any further
accounting by the Trustee. The Plan Administrator may approve such accounting
by written notice of approval delivered to the Trustee or by failure to express
objection to such accounting in
10
<PAGE>
writing delivered to the Trustee within 90 days from the date on which the
accounting is delivered to the Plan Administrator.
Section 3.4. In accordance with the terms of the Plan, the Trustee
shall open and maintain separate accounts in the name of each Participant in
order to record all contributions by or on behalf of the Participant under the
Plan and any earnings, losses and expenses attributable thereto. The Plan
Administrator or its designee shall furnish the Trustee with instructions
enabling the Trustee to allocate properly all contributions and other amounts
under the Plan to the separate accounts of Participants. In making such
allocation, the Trustee shall be fully entitled to rely on the instructions
furnished by the Plan Administrator and shall be under no duty to make any
inquiry or investigation with respect thereto.
Section 3.5. The Trustee shall furnish each Participant with
statements at least quarterly or more frequently as may be agreed upon with the
Employer, reflecting the current fair market value of the Participant's separate
accounts under the Plan.
Section 3.6. The Trustee shall not be required to determine the facts
concerning the eligibility of any Participant to participate in the Plan, the
amount of benefits payable to any Participant or beneficiary under the Plan, or
the date or method of payment or disbursement. The Trustee shall be duly
entitled
11
<PAGE>
to rely solely upon the written advice and directions of the Plan Administrator
as to any such question of fact.
Section 3.7. Unless resulting from the Trustee's negligence, willful
misconduct, lack of good faith, or breach of its fiduciary duties under this
Agreement or ERISA, or any other applicable law, the Employer shall indemnify
and save harmless the Trustee from, against, for and in respect of any and all
damages, losses, obligations, liabilities, liens, deficiencies, costs and
expenses, including without limitation, reasonable attorney fees incident to any
suit, action, investigation, claim or proceedings suffered, sustained, incurred
or required to be paid by the Trustee in connection with the Plan or this
Agreement.
ARTICLE IV
PROHIBITION OF DIVERSION
Section 4.1. Except as provided in Section 4.2 of this Article, at no
time prior to the satisfaction of all liabilities with respect to Participants
and their beneficiaries under the Plan shall any part of the corpus or income of
the Fund be used for, or diverted to, purposes other than for the exclusive
benefit of Participants or their beneficiaries, or for defraying reasonable
expenses of administering the Plan.
Section 4.2. The provisions of Section 4.1 notwithstanding,
contributions made by the Employer under the
12
<PAGE>
Plan may be returned to the Employer under the following conditions:
(a) If a contribution is made by mistake of fact, such
contribution shall be returned to the Employer within one year of the
payment of such contribution;
(b) Contributions to the Plan are specifically conditioned upon
their deductibility under the Code. To the extent a deduction is
disallowed for any such contribution, it shall be returned to the Employer
within one year after the disallowance of the deduction. Contributions
which are not deductible in the taxable year in which made but are
deductible in subsequent taxable years shall not be considered to be
disallowed for purposes of this subsection; and
(c) Contributions to the Plan are specifically conditioned on
initial qualification of the Plan under the Code. If the Plan is
determined to be disqualified, contributions made in respect of any period
subsequent to the effective date of such disqualification shall be returned
to the Employer within one year after the date of denial of qualification.
13
<PAGE>
ARTICLE V
COMMUNICATION WITH PLAN ADMINISTRATOR AND EMPLOYER
Section 5.1. Whenever the Trustee is permitted or required to act
upon the directions or instructions of the Plan Administrator, the Trustee shall
be entitled to act upon any written communication signed by any person or agent
designated to act as or on behalf of the Plan Administrator. Such person or
agent shall be so designated either under the provisions of the Plan or in
writing by the Employer (and signed by the Chairman of EBAC or EBFC, as the case
may be) and their authority shall continue until revoked in writing. The
Trustee shall incur no liability for failure to act on such person's or agent's
instructions or orders without written communication, and the Trustee shall be
fully protected in all actions taken in good faith in reliance upon any
instructions, directions, certifications and communications believed to be
genuine and to have been signed or communicated by the proper person.
Section 5.2. The Employer (through the Chairmen of EBAC and EBFC)
shall notify the Trustee in writing as to the appointment, removal or
resignation of any person designated to act as or on behalf of the Plan
Administrator. After such notification, the Trustee shall be fully protected in
acting upon the directions of, or dealing with, any person designated to act as
or on behalf of the Plan Administrator until it receives notice to the contrary.
The Trustee shall have no duty to
14
<PAGE>
inquire into the qualifications of any person designated to act as or on behalf
of the Plan Administrator.
ARTICLE VI
TRUSTEE COMPENSATION
Section 6.1. The Trustee shall be entitled to reasonable
compensation for its services as is agreed upon with the Employer. If approved
by the Plan Administrator, the Trustee shall also be entitled to reimbursement
for all direct expenses properly and actually incurred on behalf of the Plan.
Such compensation or reimbursement shall be paid to the Trustee out of the Fund
unless paid directly by the Employer.
ARTICLE VII
RESIGNATION AND REMOVAL OF TRUSTEE
Section 7.1. The Trustee may resign at any time by written notice to
the Employer which shall be effective 30 days after delivery unless a successor
Trustee has not been appointed at that time in which case the Trustee may resign
effective 90 days after delivery of said written notice or, if earlier, upon
appointment of a successor Trustee.
Section 7.2. The Trustee may be removed by the Employer at any time
upon 30 days written notice to the Trustee; such notice, however, may be waived
by the Trustee.
15
<PAGE>
Section 7.3. The appointment of a successor Trustee hereunder shall
be accomplished by and shall take effect upon the delivery to the resigning or
removed Trustee, as the case may be, of written notice of the Employer (through
the Chairman of EBFC) appointing such successor Trustee, and an acceptance in
writing of the office of successor Trustee hereunder executed by the successor
so appointed. Any successor Trustee may be either a corporation authorized and
empowered to exercise trust powers or one or more individuals. All of the
provisions set forth herein with respect to the Trustee shall relate to each
successor Trustee so appointed with the same force and effect as if such
successor Trustee had been originally named herein as the Trustee hereunder. If
within 30 days after notice of resignation shall have been given under the
provisions of this Article a successor Trustee shall not have been appointed,
the resigning Trustee or the Employer may apply to any court of competent
jurisdiction for the appointment of a successor Trustee.
Section 7.4. Upon the appointment of a successor Trustee, the
resigning or removed Trustee shall transfer and deliver the Fund to such
successor Trustee, after reserving such reasonable amount as it shall deem
necessary to provide for its expenses in the settlement of its account, the
amount of any compensation due to it and any sums chargeable against the Fund
for which it may be liable. If the sums so reserved are not sufficient for such
purposes, the resigning or removed Trustee
16
<PAGE>
shall be entitled to reimbursement for any deficiency from the successor Trustee
and the Employer who shall be jointly and severally liable therefor.
ARTICLE VIII
INSURANCE COMPANIES
Section 8.1. If any contract issued by an insurance company shall
form a part of the Trust assets, the insurance company shall not be deemed a
party to this Agreement. A certification in writing by the Trustee as to the
occurrence of any event contemplated by this Agreement or the Plan shall be
conclusive evidence thereof and the insurance company shall be protected in
relying upon such certification and shall incur no liability for so doing. With
respect to any action under any such contract, the insurance company may deal
with the Trustee as the sole owner thereof and need not see that any action of
the Trustee is authorized by this Agreement or the Plan. Any change made or
action taken by an insurance company upon the direction of the Trustee shall
fully discharge the insurance company from all liability with respect thereto,
and it need not see to the distribution or further application of any moneys
paid by it to the Trustee or paid in accordance with the direction of the
Trustee.
17
<PAGE>
ARTICLE IX
AMENDMENT AND TERMINATION OF THE TRUST PLAN
Section 9.1. The Employer may, by delivery to the Trustee of an
instrument in writing (signed by the Chairman of EBAC), amend, terminate or
partially terminate this Agreement at any time; provided, however, that no
amendment shall increase the duties or liabilities of the Trustee without the
Trustee's consent; and, provided further, that no amendment shall divert any
part of the Fund to any purpose other than providing benefits to Participants
and their beneficiaries or defraying reasonable expenses of administering the
Plan.
Section 9.2. If the Plan is terminated in whole or in part, or if the
Employer permanently discontinues its contribution to the Plan, the Trustee
shall distribute the Fund or any part thereof in such manner and at such times
as the Plan Administrator shall direct in writing. In the absence of receipt of
such written directions within 90 days after the effective date of such
termination, the Trustee shall distribute the Fund in accordance with the
provisions of the Plan.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.1. Unless the context of this Agreement clearly indicates
otherwise, the terms defined in the Plan shall, when used herein, have the same
meaning as in the Plan.
18
<PAGE>
Section 10.2. Except as otherwise required in the case of any
qualified domestic relations order within the meaning of Section 414(p) of the
Code, the benefits or proceeds of any allocated or unallocated portion of the
assets of the Fund and any interest of any Participant or beneficiary arising
out of or created by the Plan either before or after the Participant's
retirement shall not be subject to execution, attachment, garnishment or other
legal or judicial process whatsoever by any person, whether creditor or
otherwise, claiming against such Participant or beneficiary. No Participant or
beneficiary shall have the right to alienate, encumber or assign any of the
payments or proceeds or any other interest arising out of or created by the Plan
and any action purporting to do so shall be void. The provisions of this
Section shall apply to all Participants and beneficiaries, regardless of their
citizenship or place of residence.
Section 10.3. Nothing contained in this Agreement or in the Plan
shall require the Employer to retain any Employee in its service.
Section 10.4. Any person dealing with the Trustee may rely upon a
copy of this Agreement and any amendments thereto certified to be true and
correct by the Trustee.
19
<PAGE>
Section 10.5. The Trustee hereby acknowledges receipt of a copy of
the Plan. The Employer will cause a copy of any amendment to the Plan to be
delivered to the Trustee.
Section 10.6. The construction, validity and administration of this
Agreement and the Plan shall be governed by the laws of the Commonwealth of
Pennsylvania, except to the extent that such laws have been specifically
superseded by ERISA.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ATTEST: LUKENS INC.
By
-------------------- -------------------------------
Chairman, Employee Benefits
Finance Committee
By
-------------------- -------------------------------
Chairman, Employee Benefits
Administration Committee
ATTEST: VANGUARD FIDUCIARY TRUST CO.
By
-------------------- -------------------------------
Vice President
20
<PAGE>
Exhibit 4(5)
LUKENS GROUP EMPLOYEES
CAPITAL ACCUMULATION PLAN
AS AMENDED AND RESTATED EFFECTIVE JULY 1, 1994
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C> <C>
ARTICLE I............................................................. 3
RIGHTS AFFECTED....................................................... 3
1.1 Rights Affected............................................... 3
1.2 Transfer Savings.............................................. 3
ARTICLE II............................................................ 4
DEFINITIONS........................................................... 4
2.1 "Accounts".................................................... 4
"Company Matching Contribution Account"................ 4
"Elective Contribution Account"........................ 4
"Rollover Account"..................................... 4
"Transfer Account"..................................... 4
2.2 "Actual Deferral Percentage".................................. 4
2.3 "Administration Committee".................................... 5
2.4 "Affiliated Company".......................................... 5
"50% Affiliated Company"............................... 6
2.5 "Alternate Payee"............................................. 6
2.6 "Average Actual Deferral Percentage".......................... 6
2.7 "Average Contribution Percentage"............................. 6
2.8 "Board of Directors".......................................... 7
2.9 "Code"........................................................ 7
2.10 "Committees"................................................. 7
2.11 "Company".................................................... 7
2.12 "Company Matching Contributions"............................. 7
2.13 "Compensation"............................................... 7
2.14 "Contribution Percentage".................................... 8
2.15 "Credited Service"........................................... 9
2.16 "Effective Date"............................................. 9
2.17 "Elective Contributions"..................................... 10
2.18 "Eligible Employee".......................................... 10
2.19 "Employee"................................................... 10
2.20 "Employment Commencement Date"............................... 11
2.21 "Enrollment Date"............................................ 11
2.22 "ERISA"...................................................... 11
2.23 "ESOP Stock"................................................. 11
2.24 "Finance Committee".......................................... 11
2.25 "Flex-O-Lite"................................................ 11
2.26 "Fund" or "Trust Fund"....................................... 11
2.27 "Highly Compensated Eligible Employee"....................... 11
2.28 "Highly Compensated Employee"................................ 11
2.29 "Hour of Service"............................................ 14
2.30 "Investment Medium".......................................... 15
2.31 "Limitation Year"............................................ 16
2.32 "Ludlow-Saylor".............................................. 16
2.33 "Lukens Stock"............................................... 16
2.34 "Normal Retirement Age"...................................... 16
2.35 "One-Year Period of Separation".............................. 16
2.36 "Participant"................................................ 16
2.37 "Period of Separation"....................................... 17
2.38 "Plan"....................................................... 17
</TABLE>
i
<PAGE>
<TABLE>
<S> <C> <C>
2.39 "Plan Year".................................................. 17
2.40 "Qualified Domestic Relations Order"......................... 17
2.41 "Reemployment Commencement Date"............................. 17
2.42 "Rollover Savings"........................................... 17
2.43 "Salaried CAP Plan".......................................... 17
2.44 "Separation From Service Date"............................... 18
2.45 "Simplicity Engineering"..................................... 18
2.46 "Spouse"..................................................... 18
2.47 "Total Disability"........................................... 18
2.48 "Transfer Savings"........................................... 19
2.49 "Trust" or Trust Agreement".................................. 19
2.50 "Trustee".................................................... 19
2.51 "Valuation Date"............................................. 19
ARTICLE III.......................................................... 20
ELIGIBILITY.......................................................... 20
3.1 Eligibility.................................................. 20
3.2 Credited Service for Eligibility............................. 20
3.3 Election to Participate...................................... 21
3.4 Participation in Company Matching Contributions.............. 22
3.5 Participation After Reemployment............................. 22
3.6 Transferred Employees........................................ 22
3.7 Data......................................................... 23
ARTICLE IV........................................................... 24
CONTRIBUTIONS........................................................ 24
4.1 Participant Elective Contributions........................... 24
4.2 Change of Elective Contribution Rate......................... 25
4.3 Discontinuance of Elective Contributions..................... 26
4.4 Company Matching Contribution................................ 26
4.5 Fund......................................................... 27
4.6 Remittance of Contributions.................................. 28
4.7 Limitation on Elective Contributions and Company
Matching Contributions....................................... 29
4.8 Prevention of Violation of Limitation on Elective
Contributions and Company Matching Contributions............. 32
4.9 Maximum Allocation........................................... 35
(A) Defined Benefit Fraction......................... 38
(B) Defined Contribution Fraction.................... 39
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C> <C>
ARTICLE V............................................................ 42
PARTICIPANTS' ACCOUNTS............................................... 42
5.1 Accounts..................................................... 42
5.2 Investment of Contributions and Accounts..................... 42
5.3 Valuation.................................................... 44
5.4 Adjustment for Distributions................................. 44
5.5 Apportionment of Gain or Loss................................ 44
5.6 Adjustment for Contributions................................. 45
5.7 Accounting for Allocations................................... 45
ARTICLE VI........................................................... 46
DISTRIBUTION......................................................... 46
6.1 General...................................................... 46
6.2 Normal Retirement............................................ 46
6.3 Late Retirement.............................................. 46
6.4 Death........................................................ 47
6.5 Total Disability............................................. 47
6.6 Valuation for Distribution................................... 47
6.7 Timing of Distribution....................................... 48
6.8 Mode of Distribution......................................... 49
6.9 Beneficiary Designation...................................... 50
6.10 Effect of Reemployment...................................... 52
6.11 Notice to Defer Distribution................................ 53
6.12 Transfer of Account to Other Plan........................... 53
ARTICLE VII.......................................................... 56
VESTING AND DISTRIBUTIONS TO TERMINATED PARTICIPANTS................. 56
7.1 Non-Forfeitable Amounts...................................... 56
7.2 Treatment of Terminated Vested Participant................... 56
ARTICLE VIII......................................................... 58
ROLLOVER SAVINGS AND TRANSFER SAVINGS................................ 58
8.1 Rollover Savings............................................. 58
8.2 Vesting of Rollover Account.................................. 59
8.3 Transfer Savings............................................. 59
ARTICLE IX........................................................... 61
WITHDRAWALS.......................................................... 61
9.1 General...................................................... 61
9.2 Withdrawals From Rollover Account or Transfer Account........ 61
9.3 Withdrawals From Elective Contribution Account and
Company Matching Contribution Account........................ 62
9.4 Amount and Payment of Withdrawals............................ 65
9.5 Withdrawals Not Subject to Replacement....................... 65
</TABLE>
iii
<PAGE>
<TABLE>
<S> <C> <C>
ARTICLE X............................................................ 66
RIGHTS OF ALTERNATE PAYEES........................................... 66
10.1 General..................................................... 66
10.2 Distribution................................................ 66
10.3 Withdrawals................................................. 67
10.4 Death Benefits.............................................. 67
ARTICLE XI........................................................... 69
ADMINISTRATION....................................................... 69
11.1 Plan Administrator.......................................... 69
11.2 Allocation Of Fiduciary Responsibilities.................... 69
11.3 Responsibilities Of The Administration Committee............ 69
11.4 Responsibilities Of The Finance Committee................... 70
11.5 Joint Responsibilities...................................... 71
11.6 Membership Of The Committees................................ 72
11.7 Committee Meetings.......................................... 73
11.8 Receipts And Disbursements Of The Plan...................... 73
11.9 Demands for Money........................................... 74
11.10 Claims Procedures........................................... 74
11.11 Liability Indemnification................................... 75
ARTICLE XII.......................................................... 77
THE FUND............................................................. 77
12.1 Designation of Trustee...................................... 77
12.2 Exclusive Benefit........................................... 77
12.3 No Interest in Fund......................................... 77
12.4 Expenses.................................................... 78
12.5 Absence of Guaranty......................................... 78
ARTICLE XIII......................................................... 79
AMENDMENT OR TERMINATION OF THE PLAN................................. 79
13.1 Power of Amendment and Termination.......................... 79
13.2 Merger...................................................... 80
13.3 Notice of Amendment or Termination.......................... 80
ARTICLE XIV.......................................................... 81
GENERAL PROVISIONS................................................... 81
14.1 No Employment Rights........................................ 81
14.2 Source of Benefits.......................................... 81
14.3 Governing Law............................................... 81
14.4 Spendthrift Clause.......................................... 81
14.5 Incapacity.................................................. 82
</TABLE>
iv
<PAGE>
<TABLE>
<S> <C> <C>
14.6 Unclaimed Benefits.......................................... 83
14.7 Receipt and Release......................................... 84
14.8 Effect of Mistake........................................... 84
14.9 Notice to Committee......................................... 85
14.10 Notice to Members, Etc...................................... 85
</TABLE>
v
<PAGE>
WHEREAS, Ludlow-Saylor, Inc. ("Ludlow-Saylor") adopted the Ludlow-
Saylor, Inc. Capital Accumulation Plan (the "Plan") effective April 1, 1990, to
permit certain hourly employees of Ludlow-Saylor to take advantage of favorable
provisions of the Internal Revenue Code in order to accumulate supplemental
funds for retirement; and
WHEREAS, the Plan was last amended and restated effective January 1,
1991; and
WHEREAS, certain hourly employees of the LI Services and Brandywine
Security divisions of Lukens Inc. became eligible to participate in the Plan
effective July 1, 1993; and
WHEREAS, certain hourly employees of Piedmont Plate Processing, a
subsidiary of Lukens Inc., became eligible to participate in the Plan effective
May 1, 1994; and
WHEREAS, in 1994, Lukens Inc. has sold substantially all of the assets
of Ludlow-Saylor and Simplicity Engineering Inc. ("Simplicity Engineering") to
unrelated employers; and
WHEREAS, in 1994, Lukens Inc. has sold all of the capital stock of
Flex-O-Lite, Inc. ("Flex-O-Lite") to an unrelated employer; and
WHEREAS, neither Lukens Inc. nor any of its subsidiaries continues to
maintain the business formerly conducted by Ludlow-Saylor; and
WHEREAS, effective July 1, 1994, the Lukens Inc. Employee Benefits
Administration Committee and the Lukens Inc. Employee Benefits Finance Committee
have authorized and approved
<PAGE>
the transfer of account balances of each participant in the Lukens Inc.
Employees Capital Accumulation Plan (the "Salaried CAP Plan") whose employment
with Lukens Inc. or any Affiliated Company (as hereinafter defined) terminated
as a result of the sale of substantially all the assets of Ludlow-Saylor and
Simplicity Engineering and as a result of the sale of all the capital stock of
Flex-O-Lite, Inc., from the Salaried CAP Plan to this Plan; and
WHEREAS, effective July 1, 1994, Lukens Steel Company Inc. ("Lukens
Steel"), a wholly-owned subsidiary of Lukens Inc., shall become the plan
sponsor;
NOW, THEREFORE, effective July 1, 1994 (except as otherwise provided
herein), Lukens Steel hereby adopts and renames the Plan as the Lukens Group
Employees Capital Accumulation Plan, and the Plan is continued, amended and
restated as hereinafter set forth:
2
<PAGE>
ARTICLE I
RIGHTS AFFECTED
---------------
1.1 Rights Affected. Except as expressly provided to the contrary in the
---------------
Plan, any former Employee who has retired or whose employment has terminated
before the Effective Date shall receive no additional rights as a result of this
amended and restated Plan, but shall have his rights and benefits determined
solely under any retirement plan by which he was covered as it existed prior to
the Effective Date. However, any former Employee who has terminated employment
and who is reemployed as an Employee after the Effective Date shall have the
rights and benefits provided hereunder.
1.2 Transfer Savings. Transfer Accounts shall be maintained as
----------------
hereinafter provided for the benefit of certain former employees of the Company
or Affiliated Companies. In the course of the establishment and maintenance of
such Transfer Accounts, all protected rights attaching thereto under the
transferor Salaried CAP Plan shall continue to be protected hereunder, to the
extent required pursuant to section 411(d)(6) of the Code, notwithstanding
anything to the contrary in this document or the Trust Agreement.
3
<PAGE>
ARTICLE II
DEFINITIONS
-----------
Except where otherwise clearly indicated by context, the masculine shall
include the feminine and the singular shall include the plural, and vice-versa.
2.1 "Accounts" shall mean the separate entries maintained in the records
--------
representing the Participant's interest in the Fund. "Company Matching
----------------
Contribution Account" shall mean the Account to which are credited Company
--------------------
Matching Contributions and increments thereon. "Elective Contribution Account"
-----------------------------
shall mean the Account to which are credited a Participant's Elective
Contributions and increments thereon. "Rollover Account" shall mean the Account
----------------
to which are credited a Participant's Rollover Savings and increments thereon.
"Transfer Account" shall mean the Account to which are credited a Participant's
----------------
Transfer Savings and increments thereon.
2.2 "Actual Deferral Percentage" shall mean the ratio of (a) the sum of a
--------------------------
Participant's Elective Contributions and, in the case of any Highly Compensated
Eligible Employee, his elective deferrals under any other qualified retirement
plan maintained by the Company and any Affiliated Company, other than an
employee stock ownership plan as defined in section 4975(e)(7) of the Code to
(b) the Participant's compensation (as defined in section
4
<PAGE>
414(s) of the Code) for the Plan Year. For purposes of the preceding sentence,
the Administration Committee may elect to consider only compensation for that
portion of the Plan Year during which the Participant was an Eligible Employee,
provided that this election is applied uniformly to all Eligible Employees for
the Plan Year. For any Plan Year beginning after December 31, 1993, a
Participant's compensation shall not include any amount in excess of $150,000
(prorated for any short Plan Year), or such higher amounts as may be provided by
the Secretary of the Treasury or his delegate. In determining the limitation,
the rules of Section 414(q)(6) of the Code shall apply, except in applying such
rules, the term "family" shall include only the spouse of the Eligible Employee
and any lineal descendants of the Eligible Employee who have not attained age 19
before the close of the Plan Year.
2.3 "Administration Committee" shall mean the Lukens Inc. Employee
------------------------
Benefits Administration Committee, whose powers and duties are described in
Article XI.
2.4 "Affiliated Company" shall mean (a) any subsidiaries of the Company
------------------
(or companies under common control with the Company) which are members of the
same controlled group of corporations (within the meaning of Section 1563(a) of
the Code) as the Company; (b) any member of an affiliated service group, as
5
<PAGE>
determined under Section 414(m) of the Code, of which the Company is a member;
(c) any trades or businesses under common control with the Company, as
determined under Section 414(c) of the Code; and (d) any other organizations or
arrangements that are treated as being under common control with the Company
pursuant to regulations issued under Section 414(o) of the Code. "50%
---
Affiliated Company" shall mean an Affiliated Company, but with the phrase "more
------------------
than 50%" substituted for the phrase "at least 80%" in Section 1563(a) of the
Code.
2.5 "Alternate Payee" shall mean any Spouse, former spouse, child or other
---------------
dependent of a Participant who is recognized by a domestic relations order
(within the meaning of Section 414(p)(1)(B) of the Code) as having a right to
receive all, or a portion of the benefits payable under the Plan with respect to
such Participant.
2.6 "Average Actual Deferral Percentage" shall mean for a specified group
----------------------------------
of Eligible Employees for a Plan Year the average of the Actual Deferral
Percentages for such Eligible Employees for the Plan Year.
2.7 "Average Contribution Percentage" shall mean for a specified group of
-------------------------------
Eligible Employees for a Plan Year the average of the Contribution Percentages
for such Eligible Employees for the Plan Year.
6
<PAGE>
2.8 "Board of Directors" shall mean the Board of Directors of the Company
------------------
or a committee of the Board of Directors to which the Board of Directors has
delegated some or all of its responsibilities and duties hereunder.
2.9 "Code" shall mean the Internal Revenue Code of 1986, as amended from
----
time to time, or any predecessor or successor thereto.
2.10 "Committees" shall mean the Administration Committee and the Finance
----------
Committee.
2.11 "Company" shall mean Lukens Steel Company Inc., and its successors,
-------
provided that for purposes of Article IV, "Company" shall mean Lukens Inc.
2.12 "Company Matching Contributions" shall mean the amounts contributed
------------------------------
by the Company pursuant to Section 4.4.
2.13 "Compensation" shall mean the sum of (i) a Participant's remuneration
------------
(excluding any bonuses, profit sharing payments, other reimbursements of
expenses not normally included in compensation and any amounts contributed by
the Company or any Affiliated Companies pursuant to any group insurance plan or
other employee benefit plan whether or not excludable from such individual's
gross income under the Code) received during any regular pay period in which he
is a Participant in the Plan and which is reportable on Internal Revenue Service
Form W-2 and
7
<PAGE>
(ii) the amount by which the Participant's remuneration was reduced for such pay
period pursuant to the salary reduction agreement entered into in accordance
with the provisions of Subsection 4.1(a). For any Plan Year beginning after
December 31, 1993, the Participant's Compensation shall not include any amount
in excess of $150,000 (prorated for any short Plan Year), or such higher amount
as may be provided by the Secretary of the Treasury or his delegate. In
determining Compensation for purposes of this limitation, the rules of section
414(q)(6) of the Code shall apply, except in applying such rules, the term
"family" shall include only the spouse of the Eligible Employee and any lineal
descendants of the Eligible Employee who have not attained age 19 before the
close of the Plan Year. The Administration Committee's determination of a
Participant's Compensation shall be conclusive.
2.14 "Contribution Percentage" shall mean the ratio of (a) the sum of a
-----------------------
Participant's Company Matching Contributions for any Plan Year and, in the case
of any Highly Compensated Eligible Employee, his after-tax contributions and
employer matching contributions under any other qualified retirement plan
maintained by the Company and any Affiliated Company, other than an employee
stock ownership plan as defined in section 4975(e)(7) of the Code, as adjusted
for purposes of Sections 4.7 and 4.8 to
8
<PAGE>
(b) the Participant's compensation (as defined in section 414(s) of the Code)
for the Plan Year. For purposes of the preceding sentence, the Administration
Committee may elect to consider only Compensation for that portion of the Plan
Year during which the Participant was an Eligible Employee provided that this
election is applied uniformly to all Eligible Employees for the Plan Year. A
Participant's Compensation shall not include any amount in excess of $150,000
(prorated for any short Plan Year), or such higher amounts as may be provided by
the Secretary of the Treasury or his delegate. In determining this limitation,
the rules of Section 414(q)(6) of the Code shall apply, except in applying such
rules, the term "family" shall include only the spouse of the Eligible Employee
and any lineal descendants of the Eligible Employee who have not attained age 19
before the close of the Plan Year.
2.15 "Credited Service" shall mean that portion of an employee's
----------------
employment with the Company and all Affiliated Companies which is used to
calculate the employee's eligibility for participation under Article III.
2.16 "Effective Date" shall mean April 1, 1990, the effective date of this
--------------
Plan. The effective date of this amendment and restatement of the Plan shall
mean July 1, 1994 except as otherwise provided herein.
9
<PAGE>
2.17 "Elective Contributions" shall mean a Participant's contributions
----------------------
made on behalf of a Participant as provided in Section 4.1.
2.18 "Eligible Employee" shall mean an Employee who has satisfied the
-----------------
eligibility requirements of Section 3.1.
2.19 "Employee" shall mean:
--------
(a) effective July 1, 1993, any person employed on an hourly basis
by the Brandywine Securities or LI Services divisions of Lukens Inc.; and
(b) effective May 1, 1994, any person employed on an hourly basis by
Piedmont Plate Processing.
Notwithstanding the foregoing, (1) any person covered by a collective bargaining
agreement shall not be considered an Employee unless such agreement specifically
provides for participation hereunder; (2) any person not based in the United
States at the time they became employees of the Company or Affiliated Companies
shall be excluded; and (3) any person who is described in (a) or (b) shall be an
Employee only during such period that such person is an employee of the Company
or an Affiliated Company. A leased employee, whether or not described in
section 414(n) of the Code, shall not be considered an Employee.
10
<PAGE>
2.20 "Employment Commencement Date" shall mean the date on which an
----------------------------
employee first performs an Hour of Service for the Company or an Affiliated
Company.
2.21 "Enrollment Date" shall mean the first day of the pay period
---------------
applicable to the Employee.
2.22 "ERISA" shall mean the Employee Retirement Income Security Act of
-----
1974, as amended from time to time.
2.23 "ESOP Stock" shall mean preferred stock of Lukens Inc. convertible
----------
into voting common stock of the Company, held under the Salaried CAP Plan, and
constituting "employer securities" within the meaning of section 409(l) of the
Code.
2.24 "Finance Committee" shall mean the Lukens Inc. Employee Benefits
-----------------
Finance Committee, whose powers and duties are described in Article XI.
2.25 "Flex-O-Lite" shall mean Flex-O-Lite, Inc., formerly a wholly-owned
-----------
subsidiary of Lukens Inc.
2.26 "Fund" or "Trust Fund" shall mean the fund established for this Plan,
---- ----------
administered under the Trust Agreement, out of which benefits payable under this
Plan shall be paid.
2.27 "Highly Compensated Eligible Employee" shall mean a Highly
------------------------------------
Compensated Employee who is an Eligible Employee.
2.28 "Highly Compensated Employee" shall mean an employee of the Company
---------------------------
or an Affiliated Company who during the current Plan
11
<PAGE>
Year or the immediately preceding Plan Year (or other immediately preceding 12-
month period, if the immediately preceding Plan Year is less than 12 months):
(a) was a 5% owner, as defined in Section 416(i)(1) of the Code;
(b) received more than $75,000 (prorated for any short Plan Year) (or
such higher amount as may be provided by the Secretary of the Treasury or his
delegate) in compensation from the Company or an Affiliated Company;
(c) received more than $50,000 (prorated for any short Plan Year) (or
such higher amount as may be provided by the Secretary of the Treasury or his
delegate) in compensation from the Company or an Affiliated Company and was
among the top 20% of employees of the Company and Affiliated Companies all
ranked by compensation (excluding employees described in Section 414(q)(8) of
the Code to the extent (1) permitted under the Code and regulations thereunder
and (2) elected by the Administration Committee, for purposes of identifying the
number of employees in the top 20%); or
(d) was an officer of the Company or an Affiliated Company and
received compensation of more than 50% of the dollar limit in effect under
Section 415(b)(1)(A) of the Code. The number of employees considered to be
Highly Compensated Employees
12
<PAGE>
under this Subsection (d) shall not exceed the lesser of (1) 50 or (2) the
greater of 3 or 10% of all employees. If no officer satisfies the requirements
of this subsection (d), the highest paid officer of the Company or any
Affiliated Company shall be considered to be a Highly Compensated Employee.
Notwithstanding Subsections (b)-(d) of this Section, an employee,
other than a five-percent owner, who was not a Highly Compensated Employee in
the preceding Plan Year is a Highly Compensated Employee for the current Plan
Year only if he is among the top 100 employees of the Company and all Affiliated
Companies ranked by compensation for the current Plan Year.
For purposes of this Section, "compensation" shall have the meaning
set forth in Section 415(c)(3) of the Code, but including amounts that would be
excluded from an employee's gross income under a Plan described under Section
125, 401(k), or 403(b) of the Code; provided that for any Plan Year beginning
before 1994, compensation shall not include any amount in excess of $200,000,
and for any Plan Year beginning after 1993, $150,000 (pro rated in each case for
any short Plan Year), or such higher amount as may be provided by the Secretary
of the Treasury or his delegate. In addition, the compensation, Elective
Contributions and Company Matching Contributions of any 5% owner or any other
Highly Compensated Employee who is one of the top 10 employees of
13
<PAGE>
the Company and all Affiliated Companies ranked by compensation for the year
shall be increased by the amount of compensation, Elective Contributions or
Company Matching Contributions of any employee who is a spouse or lineal
ascendant or descendant (or a spouse thereof) of such Highly Compensated
Employee and the family member shall not be considered a separate employee for
purposes of determining the Actual Deferral Percentage or Contribution
Percentage of the family member of the Highly Compensated Employee. Any
Eligible Employee who is not otherwise a Highly Compensated Employee, who is a
spouse or lineal ascendant or descendant (or a spouse thereof) of (i) any former
employee who is a 5% owner or one of the top 10 employees of the Company and all
Affiliated Companies ranked by compensation for the current Plan Year or the
immediately preceding Plan Year or (ii) any former employee who was a 5% owner
during either the Plan Year in which such former employee separated from service
or any Plan Year ending on or after such former employee's 55th birthday during
which the former employee was an active employee, shall be treated as a Highly
Compensated Employee.
2.29 "Hour of Service" shall mean an hour for which: (a) an employee is
---------------
directly or indirectly paid or entitled to payment by the Company or an
Affiliated Company for the performance of employment duties; (b) back pay,
irrespective of mitigation of
14
<PAGE>
damages, is either awarded or agreed to; or (c) an employee is directly or
indirectly paid or entitled to payment by the Company or an Affiliated Company
on account of a period of time during which no duties were performed due to
vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military duty or leave of absence. There shall be excluded from the
foregoing those periods during which payments are made or due under a Plan
maintained solely for the purpose of complying with applicable worker's
compensation, unemployment compensation, or disability insurance laws. No more
than 501 Hours of Service shall be credited under Subsection (c) on account of
any single continuous period during which no duties are performed except to the
extent otherwise provided in this Plan. An Hour of Service shall not be
credited where an employee is being reimbursed solely for medical or medically
related expenses. Hours of Service shall be credited in accordance with the
rules set forth in U.S. Department of Labor Reg. Section 2530.200 b-2(b) and
(c). Hours of Service shall be credited for any individual who is considered a
leased employee for purposes of this Plan under Section 414(n) of the Code.
2.30 "Investment Medium" shall mean any fund, contract, obligation or
-----------------
other mode of investment to which a Participant may direct the investment of the
assets of his Account.
15
<PAGE>
2.31 "Limitation Year" shall mean the Plan Year or such other 12-
---------------
consecutive-month period as may be designated by the Administration Committee.
2.32 "Ludlow-Saylor" shall mean Ludlow-Saylor, Inc., a wholly-owned
-------------
subsidiary of Lukens Inc.
2.33 "Lukens Stock" shall mean common stock of Lukens Inc., par value
------------
$0.01 per share.
2.34 "Normal Retirement Age" shall mean the date on which a Participant
---------------------
attains his 65th birthday.
2.35 "One-Year Period of Separation" shall mean a separation from active
-----------------------------
employment with the Company and all Affiliated Companies for at least a 12-
consecutive-month period beginning on an employee's Separation from Service Date
and ending on the first anniversary of such date. Notwithstanding the
foregoing, for the purpose of this Section, military leave granted by the
Company shall not be considered a separation from employment, provided that the
employee returns to active payroll status with the Company or an Affiliated
Company within 90 days after discharge from military service or such other
period during which he has a right to rehire as required by law.
2.36 "Participant" shall mean any Employee, former Employee or other
-----------
individual for whom one or more Accounts are maintained under the Plan.
16
<PAGE>
2.37 "Period of Separation" shall mean the period of time commencing on an
--------------------
employee's Separation from Service Date and ending on the date on which an
employee again performs an Hour of Service.
2.38 "Plan" shall mean the Lukens Group Employees Capital Accumulation
----
Plan, a profit sharing plan, as set forth herein and as hereafter amended from
time to time.
2.39 "Plan Year" shall mean the calendar year.
---------
2.40 "Qualified Domestic Relations Order" shall mean a domestic relations
----------------------------------
order (within the meaning of Section 414(p)(1)(B) of the Code) which creates or
recognizes the existence of an Alternate Payee's rights to or assigns to an
Alternate Payee the right to receive all or a portion of the benefits payable
with respect to a Participant under the Plan, and is determined by the
Administration Committee to satisfy the requirements of Section 414(p) of the
Code.
2.41 "Reemployment Commencement Date" shall mean the first day, following
------------------------------
a One-Year Period of Separation, on which an employee performs an Hour of
Service.
2.42 "Rollover Savings" shall mean a Participant's rollover savings as
----------------
provided in Section 8.1.
2.43 "Salaried CAP Plan" shall mean the Lukens Inc. Employees Capital
-----------------
Accumulation Plan.
17
<PAGE>
2.44 "Separation From Service Date" shall mean the date, as recorded on
----------------------------
the records of the Company or an Affiliated Company, on which an employee of
such company resigns, retires, is discharged, or dies, or if earlier, the first
anniversary of the first day of a period during which the employee fails to
perform an Hour of Service with the Company and all Affiliated Companies (with
or without pay) for any other reason, except Total Disability.
2.45 "Simplicity Engineering" shall mean Simplicity Engineering Inc., a
----------------------
wholly-owned subsidiary of Lukens Inc.
2.46 "Spouse" shall mean the person to whom a Participant is married on
------
any date of reference.
2.47 "Total Disability" shall mean a disability of a nature which prevents
----------------
a Participant from engaging in any substantial gainful activity by reason of any
medically determined physical or mental impairment, which can be expected to
result in death or last for a continuous period of 12 months or longer, as
determined in a uniform and non-discriminatory manner by the Administration
Committee, after requiring any medical examinations by a physician or reviewing
any medical evidence which the Administration Committee considers necessary, and
which results in the termination of the Participant's employment with the
Company and all Affiliated Companies.
18
<PAGE>
2.48 "Transfer Savings" shall mean the amount held in a Participant's
----------------
Transfer Account pursuant to Section 8.3.
2.49 "Trust" or Trust Agreement" shall mean an agreement between the
-------------------------
Company or Lukens Inc. and a Trustee under which Trust Funds are received, held,
invested and disposed of to carry out the purposes of the Plan. There may be
more than one Trust established and maintained from time to time pursuant to the
Plan. If there shall be more than one Trust in effect, then the Company may
allocate to each such Trust certain assets of the Plan and in that event, the
duties and responsibilities assigned to a Trustee under the terms of this Plan
or a Trust Agreement shall be applicable only to the Trustee whose Trust
includes assets of the Plan to which such duties or responsibilities pertain,
and no Trustee shall have any liability or responsibility relating to any assets
held pursuant to a Trust of which another party is the Trustee.
2.50 "Trustee" shall mean any bank or trust company selected by the
-------
Company or Lukens Inc. to serve as Trustee or successor Trustee pursuant to the
provisions of a Trust Agreement.
2.51 "Valuation Date" shall mean each business day.
--------------
19
<PAGE>
ARTICLE III
ELIGIBILITY
-----------
3.1 Eligibility.
-----------
(a) Each Employee shall be eligible to become a Participant on the
Enrollment Date coincident with or next following the date on which he completes
twelve months of Credited Service, or if later, the date on which he becomes an
Employee.
(b) Notwithstanding Subsection (a), each Employee who is in the
employ of the Company or an Affiliated Company on the effective date of this
Plan amendment and restatement shall be eligible to become a Participant
hereunder on the Enrollment Date coincident with or next following such
effective date.
(c) Each person for whom a Transfer Account is established, or for
whom an Account continues to be maintained (including former hourly employees of
Ludlow-Saylor) shall be a Participant hereunder until the value of such Transfer
Account or other Account is reduced to zero.
3.2 Credited Service for Eligibility.
--------------------------------
(a) For the purposes of this Article, an employee shall accrue
Credited Service for all employment with the Company and all Affiliated
Companies. Credited Service shall be calculated from the employee's Employment
Commencement Date or
20
<PAGE>
Reemployment Commencement Date to his Separation from Service Date, subject to
the rules set forth herein.
(b) If an employee is reemployed by the Company or an Affiliated
Company before a One-Year Period of Separation has occurred and if such Period
of Separation commenced with a resignation, discharge or retirement, the
employee shall receive Credited Service for all of such Period of Separation.
(c) If an employee has a Separation from Service Date by reason of a
resignation, discharge or retirement during an absence from active employment of
12 months or less for any reason other than a resignation, discharge or
retirement, and if he then performs an Hour of Service within 12 months of the
date on which he was first absent from service, he shall receive Credited
Service for such Period of Separation.
3.3 Election to Participate.
-----------------------
(a) Participation in the Participant Elective Contribution feature of
the Plan pursuant to Section 4.1 is voluntary.
(b) An Employee may elect to become a Participant on the first
Enrollment Date on which he becomes eligible under Section 3.1(a) or any
subsequent Enrollment Date, by filing a written notice of such election with the
Administration Committee on a form provided for that purpose, at least 30 days
before the
21
<PAGE>
Enrollment Date on which he wishes to become a Participant. Such form will
authorize the Company to deduct from the Participant's Compensation for deposit
in the Trust Fund an amount specified in accordance with Section 4.1.
(c) Each Employee who becomes a Participant shall be deemed to have
agreed to the terms and the requirements of the Plan.
3.4 Participation in Company Matching Contributions. A Participant shall
-----------------------------------------------
be eligible to share in Company Matching Contributions under Section 4.4 for any
Plan Year during which Elective Contributions are withheld from his
Compensation.
3.5 Participation After Reemployment. A Participant who ceases to be an
--------------------------------
Eligible Employee and who subsequently again becomes an Eligible Employee shall
be eligible to be readmitted as a Participant as of such date of reemployment.
3.6 Transferred Employees.
---------------------
(a) An employee of the Company or Affiliated Company who is
transferred into employment that renders him eligible to become a Participant
shall be credited with Credited Service as provided in Section 3.2 for all
employment with the Company and all Affiliated Companies before and after the
transfer.
22
<PAGE>
(b) Any Employee who is not actively participating under Section 4.1
shall be credited with Credited Service during the period in which he is not
actively participating.
3.7 Data. Each Employee shall furnish to the Administration
----
Committee such data as the Administration Committee may consider necessary for
the determination of the Employee's rights and benefits under the Plan and shall
otherwise cooperate fully with the Administration Committee in the
administration of the Plan.
23
<PAGE>
ARTICLE IV
CONTRIBUTIONS
-------------
4.1 Participant Elective Contributions.
----------------------------------
(a) At the time a Participant joins the Plan, he may elect on a
prospective basis, subject to Sections 4.7, 4.8 and 4.9, to have an amount
between one percent (1%) and fifteen percent (15%), expressed as a whole
percentage, of his Compensation contributed to the Plan as Elective
Contributions.
(b) Elective Contributions shall be contributed as a contribution
from the Company.
(c) For any calendar year, the Elective Contributions made on behalf
of a Participant under this Plan shall not exceed $9,240, or such other amount
as may be permitted under Section 402(g) of the Code. To the extent necessary
to satisfy this limitation for any year, (1) elections under Subsection (a)
shall be prospectively restricted, or (2) after application of clause (1) of
this sentence, the excess Elective Contributions (with earnings thereon) shall
be paid to the Participant on or before the April 15 first following the
calendar year during which such Elective Contributions were made. If the
Participant's Elective Contributions do not exceed such limitation, but his
Elective Contributions aggregated with elective deferrals (as defined in Section
402(g)(3) of the Code) under any other plan sponsored by
24
<PAGE>
the Company or any Affiliated Company exceed such limitation for any calendar
year, upon the written request of the Participant made on or before the March 1
first following such calendar year, the excess, including any earnings
attributable thereto, shall be paid to the Participant on or before the April 15
first following such calendar year from the Plan or such other plan as the
Participant may designate.
4.2 Change of Elective Contribution Rate.
------------------------------------
(a) The percentage of Compensation designated by the Participant as
his contribution rate under Subsection 4.1(a) will continue in effect until he
elects to change his percentage in accordance with Section 4.2(b).
(b) Not more than twice in any calendar quarter, a Participant may
change the percentage of Compensation designated as his contribution rate under
Subsection 4.1(a) to any percentage permitted in Subsection 4.1(a), subject to
Sections 4.7, 4.8 and 4.9, by filing with the Administration Committee written
notice of such change on a form furnished by the Administration Committee and in
accordance with Administration Committee rules. Such change shall become
effective as of the first Enrollment Date that is administratively practicable
following the Administration Committee's receipt of such written notice.
25
<PAGE>
4.3 Discontinuance of Elective Contributions.
----------------------------------------
(a) A Participant may discontinue his Elective Contributions under
Subsection 4.1(a) by filing with the Administration Committee written notice of
such discontinuance. Such discontinuance shall become effective as of the first
Enrollment Date that is administratively practicable following the
Administration Committee's receipt of such written notice.
(b) A Participant who discontinues his Elective Contributions under
Subsection 4.1(a) may resume such Elective Contributions effective as of the
first Enrollment Date in any calendar quarter, by filing with the Administration
Committee timely written notice (generally 30 days prior to the date on which he
desires his Elective Contributions to resume) on a form furnished by the
Administration Committee and in accordance with Administration Committee rules.
(c) A Participant who ceases to be an Employee shall have his
Elective Contributions discontinued as of the date on which he ceases to be an
Employee.
4.4 Company Matching Contribution
-----------------------------
(a) Subject to Sections 4.7, 4.8 and 4.9, the Company will contribute
to the fund for each regular pay period ending on or after the Effective Date an
aggregate amount equal to one hundred percent (100%) of each Participant's
Elective
26
<PAGE>
Contribution for such pay period up to a maximum of one percent (1%) of such
Participant's Compensation for such pay period.
(b) Company Matching Contributions made pursuant to Subsection(a)
shall be allocated to each Participant who has made an Elective Contribution
during the pay period in an amount equal to the lesser of one hundred percent
(100%) of the Participant's Elective Contribution for the pay period or one
percent (1%) of the Participant's Compensation for the pay period.
(c) The contributions under Subsection (a) for any Plan Year shall
not exceed the maximum amount which will constitute an allowable current
deduction under the applicable provisions of the Code. Contributions for any
Plan Year under this Article will be made no later than the expiration of the
period within which they may be paid and deducted for the purpose of Federal
income taxes. All Company Matching Contributions are expressly conditioned upon
their deductibility for Federal income tax purposes.
(d) Company Matching Contributions may be made in cash or other
property acceptable to the Trustee.
4.5 Fund.
----
(a) The contributions deposited by the Company in the Fund in
accordance with this Article shall constitute a fund held for the benefit of
Participants and their eligible beneficiaries
27
<PAGE>
under and in accordance with this Plan. No part of the principal or income of
the Fund shall be used for, or diverted to, purposes other than for the
exclusive benefit of such Participants and their eligible beneficiaries
(including necessary administrative costs); provided, that in the case of a
contribution made by the Company (1) as a mistake of fact, or (2) for which a
tax deduction is disallowed, in whole or in part, by the Internal Revenue
Service, or (3) which is conditioned upon the initial qualification of the Plan
under Section 401(a) of the Code and such initial qualification cannot be
obtained, the Company shall be entitled to a refund of said contributions.
(b) Any refund of contributions described in Subsection (a) must be
made (1) within one year after payment of a contribution made as a mistake of
fact, or (2) within one year after disallowance of the tax deduction, to the
extent of such disallowance, or (3) within one year of the date on which the
initial qualification of the Plan is denied by the Internal Revenue Service, as
the case may be.
4.6 Remittance of Contributions.
---------------------------
(a) Amounts contributed as Company Matching Contributions or Rollover
Savings will be remitted to the Trustee as soon as practicable, but no later
than 60 days after the date
28
<PAGE>
on which such amounts are received by the Employee in the case of Rollover
Savings.
(b) Amounts deducted as Elective Contributions will be remitted to
the Trustee as soon as practicable, but not later than 90 days after the end of
the pay period for which such Elective Contributions were withheld from the
Participant's Compensation.
4.7 Limitation on Elective Contributions and Company Matching
---------------------------------------------------------
Contributions.
-------------
(a) For any Plan Year, the Average Actual Deferral Percentage for the
Highly Compensated Eligible Employees shall not exceed the greater of (1) or (2)
as follows:
(1) The Average Actual Deferral Percentage of all other Eligible
Employees, multiplied by one hundred twenty-five percent (125%); or
(2) The Average Actual Deferral Percentage for all other
Eligible Employees, multiplied by two hundred percent (200%); provided however,
the Average Actual Deferral Percentage for the Highly Compensated Eligible
Employees may not exceed the Average Actual Deferral Percentage for all other
Eligible Employees by more than two percentage points.
29
<PAGE>
(b) For any Plan Year, the Average Contribution Percentage for Highly
Compensated Eligible Employees shall not exceed the greater of (1) or (2) as
follows:
(1) The Average Contribution Percentage for all other Eligible
Employees, multiplied by one hundred twenty-five percent (125%); or
(2) The Average Contribution Percentage for all other Eligible
Employees, multiplied by two hundred percent (200%); provided, however, the
Average Contribution Percentage for the Highly Compensated Eligible Employees
may not exceed the Average Contribution Percentage for all other Eligible
Employees by more than two percentage points.
(c) For any Plan Year, the sum of the Average Actual Deferral
Percentage and the Average Contribution Percentage for the Highly Compensated
Eligible Employees shall not exceed the greater of:
(1) the sum of:
(A) One hundred twenty-five percent (125%) multiplied by
the greater of the Average Actual Deferral Percentage or the Average
Contribution Percentage for all other Eligible Employees; plus
30
<PAGE>
(B) The lesser of
(i) Two hundred percent (200%) multiplied by the
lesser of the Average Actual Deferral Percentage or the Average Contribution
Percentage for all other Eligible Employees; or
(ii) Two (2) percentage points plus the lesser of the
Average Actual Deferral Percentage or the Average Contribution Percentage for
all other Eligible Employees; or
(2) the sum of:
(A) One hundred twenty-five percent (125%) multiplied by
the lesser of the Average Actual Deferral Percentage or the Average Contribution
Percentage for all other Eligible Employees; plus
(B) The lesser of:
(i) Two hundred percent (200%) multiplied by the
greater of the Average Actual Deferral Percentage or the Average Contribution
Percentage for all other Eligible Employees; or
(ii) Two percentage points plus the greater of the
Average Actual Deferral Percentage or the Average Contribution Percentage for
all other Eligible Employees.
31
<PAGE>
(d) The application of this Section 4.7 shall satisfy such other
requirements as may be prescribed by the Secretary of the Treasury.
(e) If the Plan and any other plan(s) maintained by the Company or an
Affiliated Company are treated as a single plan for purposes of Section
401(a)(4)or Section 410(b) of the Code, the limitations in Subsections (a)
through (d) of this Section shall be applied by treating the Plan and such other
plan(s) as a single plan. If the Plan and any other plan(s) maintained by the
Company or an Affiliated Company are permissively aggregated for purposes of
Section 401(k)or Section 401(m) of the Code, such plans shall be treated as a
single plan for purposes of Sections 401(a)(4) and 410(b) of the Code.
4.8 Prevention of Violation of Limitation on Elective Contributions and
-------------------------------------------------------------------
Company Matching Contributions. The Administration Committee shall monitor the
------------------------------
level of Participants' Elective Contributions and Company Matching Contributions
to ensure against exceeding the limitations of Section 4.7 for any Plan Year.
If the Administration Committee determines that the limitations of Section 4.7
have been exceeded, it shall take the appropriate following actions for such
Plan Year.
32
<PAGE>
(a)(1) The Average Actual Deferral Percentage for the Highly
Compensated Eligible Employees shall be reduced to the extent necessary to
satisfy Section 4.7(a).
(a)(2) The reduction shall be accomplished by reducing the Elective
Contributions of the Highly Compensated Eligible Employees in order of their
Actual Deferral Percentages, beginning with the Highly Compensated Eligible
Employee(s) with the highest Actual Deferral Percentage, until Section 4.7(a) is
satisfied.
(a)(3) To the extent practicable, the Administration Committee shall
prospectively limit a Highly Compensated Eligible Employee's Elective
Contributions and Company Matching Contributions to reduce his Actual Deferral
Percentage to the extent necessary to satisfy Section 4.7(a). In addition and
to the extent necessary, the amount of the reduction in the Highly Compensated
Eligible Employee's Elective Contributions, and, if applicable, Company Matching
Contributions, required under Subsections (a)(1) and (2), with earnings
attributable thereto (as determined in accordance with applicable Treasury
regulations), shall be paid to the Highly Compensated Eligible Employee not
later than (A) two and one-half months after the close of the Plan Year for
which the Elective Contributions were made or (B) if the Administration
Committee determines that the
33
<PAGE>
Company will pay the ten percent (10%) tax under section 4979 of the Code, the
end of the Plan Year following the Plan Year for which the Company Matching
Contributions were made.
(b)(1) The Average Contribution Percentage for the Highly Compensated
Eligible Employees shall be reduced to the extent necessary to satisfy at least
one of the tests in Section 4.7(b).
(b)(2) The reduction shall be accomplished by reducing, if Company
Matching Contributions were taken into account in calculating the Average
Contribution Percentage, the Company Matching Contributions of the Highly
Compensated Eligible Employees in order of their Contribution Percentages,
beginning with the Highly Compensated Eligible Employees with the highest
Contribution Percentage, until Section 4.7(b) is satisfied.
(b)(3) To the extent necessary, the remaining difference between a
Highly Compensated Eligible Employee's Contribution Percentage and the Highly
Compensated Eligible Employee's adjusted maximum Contribution Percentage, with
earnings (as determined in accordance with applicable Treasury Regulations)
attributable thereto shall be paid to the Highly Compensated Eligible Employee
not later than (A) two and one-half months after the close of the Plan Year for
which the Company Matching Contributions were made or (B) if the Administration
34
<PAGE>
Committee determines that the Company will pay the ten percent (10%) tax under
section 4979 of the Code, the end of the Plan Year following the Plan Year for
which the Company Matching Contributions were made.
(c)(1) The Average Contribution Percentage and/or the Actual Deferral
Percentage (as determined under Section 4.8(c)(2) below) for the Highly
Compensated Eligible Employees shall be reduced to the extent necessary to
satisfy the test in Section 4.7(c).
(c)(2) The reduction(s) shall be accomplished in the same manner as
is set forth in Sections 4.8(a) and (b), whichever is appropriate, and shall be
charged against the Highly Compensated Eligible Employee's Accounts in the
following order of priority:
(A) Elective Contribution Account; and
(B) Company Matching Contribution Account.
(d) Notwithstanding anything in this Section to the contrary, any
Company Matching Contributions made with respect to Elective Contributions that
are returned to a Participant in order to satisfy Section 4.7 shall be
forfeited.
4.9 Maximum Allocation. The provisions of this Section shall be construed
------------------
to comply with Section 415 of the Code.
35
<PAGE>
(a) Notwithstanding anything in this Article to the contrary, in no
event shall the sum of (1) any Elective Contributions, Company Matching
Contributions and other employer contributions (including any such amounts
distributed pursuant to Section 4.8 but not any such amounts distributed
pursuant to Subsection 4.1(c)), (2) any forfeitures, and (3) the Participant's
own contributions, if any, allocated for any Limitation Year to any Participant
under this and any other qualified defined contribution plan maintained by the
Company or any 50% Affiliated Company (which sum shall be referred to as the
Participant's "annual addition"), exceed the lesser of $30,000 (or, if greater,
25% of the dollar limitation in effect under 415(b)(1)(A) of the Code) or
twenty-five percent (25%) of such Participant's compensation from the Company or
any 50% Affiliated Company for the Limitation Year. Amounts described in
Sections 415(l) and 419A(d)(2) of the Code contributed for any Limitation Year
for the benefit of any Participant shall be treated as annual additions to the
extent provided in such sections. The Administration Committee shall have the
right to limit prospectively a Participant's Elective Contributions in order to
comply with the limitations of this Section.
(b) If the amount otherwise allocable to the Accounts of a
Participant would exceed the amount described in
36
<PAGE>
Subsection 4.9(a) as a result of a reasonable error in estimating the
Participant's compensation, a reasonable error in determining the amount of
Elective Contributions that may be made with respect to the Participant under
the limits of this Section, or such other circumstances as permitted by law, the
Administration Committee shall determine which portion of such excess amount is
attributable to the Participant's Elective Contributions and Company Matching
Contributions, and shall take the following steps to correct such violation:
(1) Excess Elective Contributions and earnings thereon shall be
paid to the Participant as soon as is administratively feasible Any Company
Matching Contributions made on account of Elective Contributions paid to the
Participant under the preceding sentence shall be forfeited.
(2)(A) If the Participant remains an employee of the Company or an
Affiliated Company, his excess Company Matching Contributions shall be held in a
suspense account by the Trustee until the following Limitation Year (or any
succeeding Limitation Years), at which time such excess Company Matching
Contributions shall be allocated to the Participant's Accounts before any
Company Matching Contributions are allocated to his Accounts for such Limitation
Year; or
37
<PAGE>
(B) If the Participant is no longer an employee of the Company
or any Affiliated Company, his excess Company Matching Contributions shall be
forfeited and shall be held in a suspense account by the Trustee until the
following Limitation Year (or any succeeding Limitation Years) at which time
such amounts shall be allocated to the Accounts of all other Participants in the
Plan and used to reduce Company Matching Contributions otherwise allocable to
such Participants for such Limitation Year.
Amounts held in the suspense account shall share in
investment gains and losses of the Fund.
(c)(1) If in any Limitation Year a Participant in this Plan is also a
participant in one or more qualified defined benefit plans maintained by the
Company or any 50% Affiliated Company, the projected annual benefit under such
qualified defined benefit plan or plans shall be reduced, if necessary, so that
the sum of the fractions described in (A) and (B) does not exceed 1.0 for such
Limitation Year.
(A) Defined Benefit Fraction - a fraction, the numerator of
------------------------
which is the Participant's projected annual benefit under the qualified defined
benefit pension plans in which he has participated, determined as of the close
of the limitation years of such plans, and the denominator of which is
38
<PAGE>
the lesser of: (i) 1.25 x $90,000 or (ii) one hundred forty percent (140%) of
the Participant's highest average compensation over any three consecutive
calendar years. For the purpose of this Subsection, "projected annual benefit"
shall mean the annual benefit to which a Participant would be entitled under the
terms of a qualified defined benefit plan if he had continued employment until
his normal retirement date under such plan and if his compensation for the
purpose of such plan had continued at the same rate.
(B) Defined Contribution Fraction - a fraction, the
-----------------------------
numerator of which is the sum of the annual additions to the Participant's
accounts under all qualified defined contribution plans sponsored by the Company
or any 50% Affiliated Company for all limitation years, and the denominator of
which is the sum of the lesser of the following amounts, determined for each of
such limitation years and for each prior limitation year of service with the
Company or 50% Affiliated Company: (i) 1.25 x $30,000 or (ii) thirty-five
percent (35%) of the Participant's compensation for such limitation year.
(c)(2) If the Plan and the defined benefit plan referred to in
Subsection (c)(1)(A) satisfied Section 415 of the Code for the Limitation Year
ended December 31, 1986, an amount shall be subtracted from the numerator of the
fraction described
39
<PAGE>
in Subsection (c)(1)(B) (not exceeding such numerator). The amount to be
subtracted shall be the product of:
(A) the sum of the defined contribution fraction under
Subsection (c)(1)(B) plus the defined benefit fraction under Subsection
(c)(1)(A) as of December 31, 1986, minus one, multiplied by
(B) the denominator of the defined contribution plan
fraction under Subsection (c)(1)(B) as of December 31, 1986.
(d)(1) The dollar limitations described in Subsections (a) and (c)
shall be adjusted in accordance with the provisions of Section 415 of the Code
and governmental regulations prescribing the method and amount of such
adjustments.
(d)(2) To the extent that Section 415 of the Code is amended to
alter the dollar limitations described in Subsections (a) and (c), such
amendment shall not reduce the annual additions to the Accounts of any
Participant under the Plan prior to the effective date of such amendment using
the applicable maximum dollar limitations then in effect.
(e)(1) To the extent that any qualified defined contribution plan
was in existence on July 1, 1982, the Administration Committee may elect to
apply Subsection (c)(1)(B)
40
<PAGE>
with respect to any Limitation Year ending after December 31, 1982, by
calculating the denominator under Subsection (c)(1)(B) using an alternate amount
for all Limitation Years ending before January 1, 1983. The alternate amount
shall be equal to the amount determined for the denominator under Subsection
(c)(1)(B) as in effect for the Limitation Year ending in 1982 multiplied by the
"transition fraction."
(e)(2) The "transition fraction" shall be a fraction determined as
follows:
(A) the numerator shall consist of the lesser of: (i)
---------
$51,875 or (ii) thirty-five percent (35%) of the Participant's compensation for
the Limitation Year ending in 1981; and
(B) the denominator shall consist of the lesser of: (i)
-----------
$41,500 or (ii) twenty-five percent (25%) of the Participant's compensation for
the Limitation Year ending in 1981.
(f) For the purpose of this Section, "compensation" shall be defined
in accordance with Section 415(c)(3) of the Code.
41
<PAGE>
ARTICLE V
PARTICIPANTS' ACCOUNTS
----------------------
5.1 Accounts. All contributions and earnings thereon shall be invested in
--------
such Investment Media as each Participant shall elect under Section 5.2. The
amounts allocated by or on behalf of all Participants to each Investment Medium
shall be commingled for investment purposes. However, in order that the
interest of each Participant may be accurately determined and computed, separate
Accounts shall be maintained for each Participant with respect to each
Investment Medium. These Accounts shall represent the Participant's individual
interest in each of the Investment Media.
5.2 Investment of Contributions and Accounts.
----------------------------------------
(a) At the time a Participant joins the Plan, he shall elect to have
Elective Contributions allocated to his Elective Contribution Account invested,
in multiples of 10%, in one or more of the Investment Media selected from time
to time by the board of directors of Lukens Inc. or the Finance Committee. The
Investment Media offered for investment under the Plan shall include a fund that
is invested exclusively in Lukens Stock of the Company. A Participant to whose
Accounts Lukens Stock has been credited may direct the Trustee regarding the
voting of such stock, provided that:
42
<PAGE>
(i) any shares of Lukens Stock with respect to which timely
instructions are not received by the Trustee shall not be voted, nor shall
they be tendered in connection with a tender offer, as the case may be;
(ii) Participant instructions to the Trustee for voting or
tender of Lukens Stock shall be made in confidence, and the Trustee may not
divulge such instructions to any director, officer or employee of the
Employer.
(b) Except as otherwise provided in Subsection (a), a Participant
shall select one or more of the Investment Media in which his Accounts shall be
invested, and the percentage thereof that shall be invested in each Investment
Medium selected. In the event a Participant fails to make an election pursuant
to this Section, amounts allocated to his Account shall be invested in the most
conservative of the Investment Media as determined by the Finance Committee. A
Participant may amend such selection by prior notice to the Administration
Committee, effective as of such dates determined by the Administration
Committee. Such amendments will be subject to the other requirements of this
Section.
(c) Each Participant may change the investment election he has made
under Subsection (a) pursuant to uniform and
43
<PAGE>
non-discriminatory rules established by the Administration Committee, and may
elect to have his existing Elective Contribution Account invested in different
Investment Media than future contributions allocated to his Elective
Contribution Account.
(d) Each Participant who has a Rollover Account or Transfer Account
may elect to have such Account invested in one or more of the Investment Media.
(e) Company Matching Contributions shall be invested in such
percentages and Investment Media as the Participant elects for investment of the
Elective Contributions upon which such Company Matching Contributions are based.
5.3 Valuation. The value of each Investment Media in the Trust Fund shall
---------
be computed by the Trustee as of the close of business on each Valuation Date on
the basis of the fair market value of the assets of the Trust Fund.
5.4 Adjustment for Distributions. As of each Valuation Date, the
----------------------------
appropriate Accounts of each Participant shall be charged with all distributions
or payments made to him or for his benefit since the last preceding Valuation
Date that have not been charged previously.
5.5 Apportionment of Gain or Loss. After the adjustments described in
-----------------------------
Section 5.4, the value of each Investment Medium in
44
<PAGE>
the Trust Fund, as computed pursuant to Section 5.3, shall be compared with the
value of each Investment Medium as of the preceding Valuation Date. Any
difference in the value, not including contributions or withdrawals made since
the preceding Valuation Date, shall be the net increase or decrease of such
Investment Medium, and such amount shall be ratably apportioned among the
Participants' Accounts which are invested in such Investment Fund at the current
Valuation Date.
5.6 Adjustment for Contributions. After the adjustments described in
----------------------------
Sections 5.4 and 5.5, the appropriate Accounts of each Participant shall be
credited as of each Valuation Date with all contributions made by him or on his
behalf since the last preceding Valuation Date that have not been credited
previously.
5.7 Accounting for Allocations. The Administration Committee shall
--------------------------
establish or provide for the establishment of accounting procedures for the
purpose of making the allocations, valuations and adjustments to Participants'
Accounts provided for in this Article. From time to time such procedures may be
modified for the purpose of achieving equitable and non-discriminatory
allocations among the Accounts of Participants in accordance with the general
concepts of the Plan and the provisions of this Article.
45
<PAGE>
ARTICLE VI
DISTRIBUTION
------------
6.1 General. The interest of each Participant in the Fund shall be
-------
distributed in the manner, in the amount, and at the time provided in this
Article, except as provided in Article VII and except in the event of the
termination of the Plan. The provisions of this Article shall be construed in
accordance with section 401(a)(9) of the Code and regulations thereunder,
including, effective for distributions that commence on or after January 1,
1989, the incidental death benefit requirements of section 401(a)(9)(G) of the
Code.
6.2 Normal Retirement. Each Participant shall have the right to retire
-----------------
from the Company upon reaching his Normal Retirement Age. When a Participant
retires, his Accounts shall be paid to him or applied for his benefit in
accordance with the provisions of this Article.
6.3 Late Retirement. A Participant who remains in the employ of the
---------------
Company beyond his Normal Retirement Age shall participate in the Plan on the
same basis as other Participants. When such a Participant retires, his Accounts
shall be paid to him or applied for his benefit in accordance with the
provisions of this Article.
46
<PAGE>
6.4 Death. If a Participant dies prior to the commencement of his
-----
benefits or before his entire interest in his Accounts has been distributed to
him, his Accounts shall be paid to, or applied for the benefit of, his
beneficiary in accordance with the provisions of this Article.
6.5 Total Disability.
----------------
(a) If a Participant, prior to his retirement, suffers a Total
Disability, his Accounts shall be paid to him or applied for his benefit in
accordance with the provisions of this Article following the determination of
his Total Disability.
(b) Total Disability shall be determined by the Administration
Committee, which may consult with a medical examiner selected by it. The
medical examiner shall have the right to make such physical examinations and
other investigations as may be reasonably required to determine Total
Disability.
6.6 Valuation for Distribution. For the purposes of paying the amounts to
--------------------------
be distributed to a Participant or his beneficiaries under the provisions of
this Article and Article VII, the value of the Fund and the amount of the
Participant's interest shall be determined in accordance with the provisions of
Article V not later than the last business day of the month following the month
in which the Participant requests distribution. There shall be added to such
amount the additional
47
<PAGE>
contributions, if any, and earnings thereon which have been or are to be
allocated to the Participant's Accounts since that date.
6.7 Timing of Distribution.
----------------------
(a) A Participant or beneficiary entitled under this Article to
receive benefits shall commence to receive benefits as soon as administratively
practicable after the Participant's retirement, death, Total Disability or
termination of employment, provided, however, that if the value of the
Participant's Accounts exceeds $3500, a Participant (but not a beneficiary) may
elect to defer distribution until a later date, but in no event later than the
earlier of the dates determined under (1) and (2) below:
(1) unless the Participant elects commencement of benefits at a
later date, the later of (A) the 60th day after the close of the Plan Year in
which the Participant attains his Normal Retirement Age or (B) the 60th day
after the close of the Plan Year in which the Participant's employment with the
Company terminates; or
(2) the April 1st that follows the end of the calendar year in
which the Participant attains age 70 1/2.
(b) If the value of a Participant's Accounts exceeds $3,500, his
Accounts shall not commence to be paid to him or
48
<PAGE>
applied for his benefit until the earlier of (1) receipt by the Administration
Committee of his written consent to such payment or application, or (2) his
attainment of what would have been his Normal Retirement Age.
6.8 Mode of Distribution.
--------------------
(a) If the value of a Participant's Accounts exceeds $3,500, he may
elect in writing to have his Accounts, valued in accordance with Section 6.6,
paid to him or applied for his benefit in accordance with either of the
following modes of payment:
(1) a single sum payment; or
(2) monthly, quarterly or annual (as elected by the Participant)
installments over a period not less than three years and not greater than (1)
the life expectancy of the Participant or the joint life and last survivor
expectancy of the Participant and his designated beneficiary (whichever is
applicable) determined as of the date of the first distribution, or (2) ten
years, whichever is less. The amount of each installment shall be a fraction of
the assets then held in his Accounts. On the first installment date the
fraction will have a numerator of one and a denominator equal to the number of
installments elected by the Participant; on each succeeding installment date the
denominator shall be reduced to correspond
49
<PAGE>
to the number of installments remaining until, on the last installment date, the
denominator of such fraction will be one. If the Participant dies before all
installments have been paid, the unpaid portion shall be paid in a single sum to
his beneficiary. If the value of a Participant's Accounts does not exceed
$3,500, his Accounts will be distributed to him under this Article in a lump sum
as soon as administratively practicable.
(b) If a Participant fails to make a valid election under Subsection
6.8(a), the value of the Participant's Accounts shall be distributed in a single
sum.
(c) Death benefits under Section 6.4 with respect to a Participant
who had not commenced receiving benefits shall be paid in a single sum.
(d) To the extent a Participant's Accounts are allocated to the
Lukens Stock Investment Medium, a Participant may elect to receive his
distribution in the form of Lukens Stock. If a Participant fails to make such an
election, the value of the Participants Accounts shall be distributed in cash.
6.9 Beneficiary Designation.
-----------------------
(a) Death benefits under Subsection 6.4 and the remainder of any
installment payments elected under Subsection 6.8(a)(2) shall be paid to the
Participant's surviving Spouse (1) unless (A) the Spouse (or the Spouse's legal
guardian if the
50
<PAGE>
Spouse is legally incompetent) consents in writing not to receive such benefit,
(B) such consent acknowledges its own effect, and (C) such consent is witnessed
by a Plan representative or notary public; or (2) unless the Participant
establishes to the satisfaction of a Plan representative either that he has no
Spouse or that his Spouse cannot be located; or (3) unless the Participant
furnishes a court order to the Administration Committee establishing that the
Participant is legally separated or has been abandoned (within the meaning of
local law), unless a qualified domestic relations order pertaining to such
Participant provides that the spouse's consent must be obtained. The Spouse's
consent may be in the form of a consent to designation of a specific beneficiary
or may expressly permit the Participant to change his designation without
further consent by the Spouse.
(b) Subject to Subsection (a), each Participant shall have the
unrestricted right at any time to designate the beneficiary or beneficiaries who
shall receive, on or after his death, his interest in the Fund. Such
designation shall be made by executing and filing with the Administration
Committee a written instrument in such form as may be prescribed by the
Administration Committee for that purpose. Except as provided in this Section,
the Participant shall also have the unrestricted right to revoke and to change,
at any time and from time to time,
51
<PAGE>
any beneficiary designations previously made. Such revocations and/or changes
shall be made by executing and filing with the Administration Committee a
written instrument in such form as may be prescribed by the Administration
Committee for that purpose. No designation, revocation, or change of
beneficiaries shall be valid and effective unless and until filed with the
Administration Committee. In the event a Participant designates a trust as his
beneficiary, a change in the beneficiaries of the trust shall be deemed a change
in the Participant's beneficiary for purposes of Subsection (a), but not for the
purposes of this Subsection (b).
If no designation is made, or if the beneficiaries named in such
designation predecease the Participant, or if the beneficiaries cannot be
located by the Administration Committee, the interest of the deceased
Participant shall be paid to the Participant's Spouse, and if there is no
Spouse, to the Participant's estate.
6.10 Effect of Reemployment. In the event a Participant is reemployed by
----------------------
the Company or an Affiliated Company before a distribution has been made to him
or after a distribution has been commenced to him, further distribution of his
Accounts shall be suspended until his service again terminates.
52
<PAGE>
6.11 Notice to Defer Distribution. The Administration Committee shall
----------------------------
supply each Participant who is entitled to receive benefits under this Article
prior to the date he attains Normal Retirement Age with written information
relating to the Participant's right to defer distribution. Such notice shall be
furnished not less than 30 nor more than 90 days prior to the date of any
distribution that occurs prior to the earlier of (1) the Participant's death, or
(2) the date the Participant attains Normal Retirement Age.
6.12 Transfer of Account to Other Plan.
---------------------------------
(a) If (1) a Participant entitled to receive a distribution from the
Plan, either pursuant to this Article or pursuant to Article VII, or (2) the
spouse or former spouse of a Participant who is entitled to receive a
distribution from the Plan pursuant to a qualified domestic relations order,
directs the Administration Committee to have the Trustee transfer the amount to
be distributed directly to:
(1) an individual retirement account described in section 408(a)
of the Code;
(2) an individual retirement annuity described in section 408(b)
of the Code (other than an endowment contract);
(3) a qualified defined contribution retirement plan described
in section 401(a) and section 414(i) of the Code
53
<PAGE>
the terms of which permit the acceptance of rollover contributions; or
(4) an annuity plan described in section 403(a),
the amount to be distributed shall be so transferred.
(b) If a Participant's surviving spouse is entitled to receive a
distribution from the Plan under Section 6.4, and such surviving spouse directs
the Administration Committee to have the Trustee transfer the amount to be
distributed directly to:
(1) an individual retirement account described in section 408(a)
of the Code; or
(2) an individual retirement annuity described in section 408(b)
of the Code (other than an endowment contract), the amount to be distributed
shall be so transferred.
(c) The Participant, spouse or former spouse must specify the name of
the plan to which the Participant, spouse or former spouse wishes to have the
amount transferred, plus such other information as may be requested by the
Administration Committee, on a form and in a manner prescribed by the
Administration Committee.
(d) Subsections (a) and (b) shall not apply to the following
distributions:
(1) that portion of any distribution after the Participant's
Required Beginning Date that is required to be
54
<PAGE>
distributed to the Participant by the minimum distribution rules of section
401(a)(9) of the Code; or
(2) such other distributions as may be exempted by applicable
statute or regulation from the requirements of section 401(a)(31) of the Code.
55
<PAGE>
ARTICLE VII
VESTING AND DISTRIBUTIONS TO TERMINATED PARTICIPANTS
----------------------------------------------------
7.1 Non-Forfeitable Amounts. A Participant shall be fully vested at all
-----------------------
times in his Elective Contribution Account, Company Matching Contribution
Account, Rollover Account and Transfer Account.
7.2 Treatment of Terminated Vested Participant.
------------------------------------------
(a) In the case of a Participant whose employment with the Company
and all Affiliated Companies has terminated (other than by retirement under
Article VI, death, or Total Disability), the Accounts of such Participant,
calculated in accordance with Article VI, shall be paid to or applied for the
benefit of such Participant, subject to the Participant's consent if the value
of his Accounts exceeds $3,500, as soon as practicable after the Valuation Date
coincident with or next following the date on which such termination occurs.
(b) Except as otherwise provided in Subsection (c), if the value of a
Participant's Accounts exceeds $3,500 and he does not consent in writing to
receive distribution of his vested interest in his Accounts upon termination of
employment, the Participant's Accounts shall, subject to the provisions of
Section 6.7, remain in the Plan until he attains his Normal
56
<PAGE>
Retirement Age or dies, unless the Participant elects to have his Accounts paid
to him at an earlier date.
(c) If (1) a Participant's employment with the Company and all
Affiliated Companies has terminated as a result of the sale of substantially all
the assets of Ludlow-Saylor or Simplicity Engineering or as a result of the sale
of all the capital stock of Flex-O-Lite, (2) such Participant continues in
service to the successor employer and (3) the value of such Participant's
Accounts exceeds $3,500, then such Participant may elect to receive a
distribution of the entire balance to such Participant's credit under the Plan
in a single sum distribution on or before December 31, 1995. If such
Participant does not elect to receive such distribution, such Participant shall
not be treated as having terminated employment with the Company and all
Affiliated Companies for any purpose of the Plan relating to withdrawals and
distributions until such Participant reaches age 59 1/2 or "separates from
service" with the Company and all Affiliated Companies, within the meaning of
section 401(k) of the Code and the applicable regulations issued under section
401(k).
(d) Except as otherwise provided in Subsection (c), benefits paid
pursuant to this Section shall be paid in the form provided in Article VI.
57
<PAGE>
ARTICLE VIII
ROLLOVER SAVINGS AND TRANSFER SAVINGS
-------------------------------------
8.1 Rollover Savings.
----------------
(a) With the consent of the Administration Committee, an Employee or
Participant may transfer to the Fund, from any qualified retirement plan of a
current or former employer, all or a portion of his interest in the distributing
plan which he receives in the form of a qualified total distribution or a
partial distribution which qualifies for rollover treatment under section
402(a)(5) of the Code, except that (1) the interest being transferred shall not
contain non-deductible or non-excludable contributions made to the distributing
plan by the Employee and (2) no amounts shall be transferred to this Plan which
would cause the Plan to be a direct or indirect transferee of a plan to which
the joint and survivor annuity and pre-retirement survivor annuity requirements
of sections 401(a)(11) and 417 of the Code apply.
(b) In addition, an Employee who has established an individual
retirement account to hold only distributions received from qualified retirement
plans of former employers may, with the consent of the Administration Committee,
transfer all of the assets of such individual retirement account to the Fund.
Such individual retirement account shall not contain non-deductible or
58
<PAGE>
non-excludable contributions made by the Employee while he was a participant in
the plans of his former employers.
(c) The Administration Committee shall not accept a distribution from
any other qualified retirement plan or from an individual retirement account
unless the distribution being transferred comes from the Employee within 60 days
after the Employee receives a distribution from such other qualified retirement
plan or individual retirement account.
8.2 Vesting of Rollover Account. The distributions transferred by an
---------------------------
Employee from another qualified retirement plan or from an individual retirement
account shall be credited to the Employee's Rollover Account. An Employee shall
be fully vested at all times in his Rollover Account.
8.3 Transfer Savings. Effective July 1, 1994, the account balance of each
----------------
participant in the Salaried CAP Plan whose employment with Lukens Inc. or any
Affiliated Company has terminated as a result of the sale of substantially all
the assets of Ludlow-Saylor, the sale of substantially all the assets of
Simplicity Engineering or the sale of all the capital stock of Flex-O-Lite,
shall be transferred from the trust under the Salaried CAP Plan to a Transfer
Account established for such participant. Upon the completion of such transfer,
each individual for whom a Transfer Account has been established shall
59
<PAGE>
be a Participant in the Plan. Except as provided in Subsection (b), immediately
following the transfer of account balances from the Salaried CAP Plan to the
Plan:
(a) Transfer Accounts shall be allocated among Investment Media in
the same proportion as such amounts were allocated among the identical
investment media in the Salaried CAP Plan immediately before the transfer.
(b) To the extent a Participant's account balance in the Salaried CAP
Plan immediately before the transfer was held in the form of ESOP Stock, such
ESOP Stock shall be converted to Lukens Stock accordance with the terms thereof,
and credited to the Participant's Transfer Account in the form of the
appropriate number of shares of Lukens Stock.
(c) Following the completion of the transfer, Participants may direct
the allocation of their Transfer Accounts among Investment Media pursuant to
Section 5.2.
(d) A Participant shall be fully vested at all times in his Transfer
Account.
60
<PAGE>
ARTICLE IX
WITHDRAWALS
-----------
9.1 General. The vested interest of each Participant in the Fund may be
-------
withdrawn upon reasonable notice prior to the time determined under Article VI
in the manner, in the amount, and at the time provided in this Article. The
Administration Committee may in its discretion establish such rules and
regulations regarding withdrawals, including but not limited to the frequency
thereof, as do not conflict with the express terms of this Article.
9.2 Withdrawals From Rollover Account or Transfer Account. A Participant
-----------------------------------------------------
may withdraw up to the total value of his Rollover Account by submitting his
written request to the Administration Committee on a form approved by the
Administration Committee. A Participant who has not reached age 59 1/2 may
withdraw up to the total value of his Transfer Account, except to the extent
attributable to the Participant's pre-tax contributions to the Salaried CAP Plan
and earnings attributable thereto, by submitting his written request to the
Administration Committee on a form approved by the Administration Committee.
61
<PAGE>
9.3 Withdrawals From Elective Contribution Account and Company Matching
-------------------------------------------------------------------
Contribution Account.
--------------------
(a) Not more frequently than once in any six consecutive calendar
month period, a Participant may withdraw up to the sum of (i) the amount of his
Elective Contributions, and (ii) the amount of his Company Matching
Contributions (excluding any Company Matching Contributions included in the
Actual Deferral Percentage for any Plan Year) less amounts previously withdrawn
from his Elective Contribution Account and Company Matching Contribution Account
by submitting his written request to the Administration Committee on a form
approved by the Administration Committee. Elective Contributions may be
withdrawn in accordance with the preceding sentence only if the Participant's
Company Matching Contributions which are available for withdrawal have first
been exhausted.
(b) A withdrawal under Subsection (a) of this Section shall be
permitted only if the Administration Committee finds that:
(1) it is made on account of immediate and heavy financial
needs (as defined in Subsection (c) of this Section) of the Participant; and
62
<PAGE>
(2) it is necessary (as defined in Subsection (d) of this
Section) to satisfy such immediate and heavy financial need.
(c) A Participant shall be deemed to have an immediate and heavy
financial need if the Participant requests a withdrawal on account of:
(1) expenses for medical care described in section 213(d) of
the Code and previously incurred by the Participant, his spouse, or any of the
Participant's dependents (as defined in section 152 of the Code) or necessary
for such individuals to obtain such medical care;
(2) costs directly related to the purchase (excluding mortgage
payments) of a principal residence of the Participant;
(3) the payment of tuition and related educational fees for the
next twelve (12) months of post-secondary education for the Participant, his
spouse, children, or dependents;
(4) the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of his principal residence;
or
(5) such other circumstances or events as may be prescribed by
the Secretary of the Treasury or his delegate.
63
<PAGE>
(d) A withdrawal shall be deemed to be necessary if:
(1) the amount of the withdrawal does not exceed the amount of
the Participant's immediate and heavy financial need, including any amounts
necessary to pay any federal, state or local income taxes or penalties
reasonably expected to result from the withdrawal;
(2) the Participant has obtained all currently permissible
distributions (other than hardship distributions) and non-taxable loans, if any,
under this and all other plans maintained by the Company and all Affiliated
Companies;
(3) the Participant may not make Elective Contributions under
this Plan or employee contributions (other than mandatory contributions under a
defined benefit plan) or elective deferrals under any other plan (other than a
plan described under section 125 of the Code) maintained by the Company or any
Affiliated Company for a period of twelve (12) months commencing on the date of
his receipt of the withdrawal.
(4) in the calendar year next following the calendar year of a
withdrawal under this Section by a Participant, the Participant is not permitted
to make Elective Contributions or elective deferrals under any other qualified
retirement plan maintained by the Company or any Affiliated Company in excess of
(A) the dollar amount described in
64
<PAGE>
Subsection 4.1(c) for such year, minus (B) the total Elective Contributions and
other elective deferrals under such other plan made by the Participant during
the calendar year of the withdrawal.
(e) A Participant may withdraw up to the total value of his Elective
Contribution Account and Company Matching Contribution Account upon attaining
age 59 1/2.
(f) A Participant who wishes to make a withdrawal under this Section
must submit a written application to the Administration Committee on a form
approved by the Administration Committee.
9.4 Amount and Payment of Withdrawals. The amount of any withdrawal,
---------------------------------
including any hardship withdrawal under Section 9.3, will be determined on the
basis of the value of the Participant's Accounts valued as of a date not later
than fifteen (15) business days after the later of (a) the date on which the
Trustee receives the Participant's written application approved by the
Administration Committee or (b) the date indicated on the Participant's written
application approved by the Administration Committee.
9.5 Withdrawals Not Subject to Replacement. A Participant may not replace
--------------------------------------
any portion of his Accounts withdrawn under this Plan.
65
<PAGE>
ARTICLE X
RIGHTS OF ALTERNATE PAYEES
--------------------------
10.1 General. Except as otherwise provided in this Article, an Alternate
-------
Payee shall have no rights to a Participant's benefit or Accounts under this
Plan and shall have no rights under this Plan other than those rights
specifically granted to the Alternate Payee pursuant to a Qualified Domestic
Relations Order. Notwithstanding the foregoing, an Alternate Payee shall have
the right to appeal the denial of a claim for any benefits awarded to the
Alternate Payee pursuant to a Qualified Domestic Relations Order, as provided in
Section 11.10. Any interest of an Alternate Payee in the Accounts of a
Participant, other than an interest payable solely upon the Participant's death
pursuant to a Qualified Domestic Relations Order which provides that the
Alternate Payee shall be treated as the Participant's surviving spouse, shall be
separately accounted for by the Trustee in the name and for the benefit of the
Alternate Payee.
10.2 Distribution. (a) Notwithstanding anything in this Plan to the
------------
contrary, a Qualified Domestic Relations Order may provide that any benefits of
a Participant payable to an Alternate Payee shall be payable immediately or at
any other time specified in the order. If the order does not specify the time
at which benefits shall be payable to the Alternate Payee and the
66
<PAGE>
value of benefits payable to the Alternate Payee is $3,500 or less, the benefits
shall be distributed to the Alternate Payee in a lump sum as soon as
administratively practicable. If the value of benefits payable to the Alternate
Payee exceeds $3,500, the benefits shall be distributed in a lump sum as soon as
practicable following the earlier of the Alternate Payee's election to receive
benefits, or the Alternate Payee's death.
(b) If the Qualified Domestic Relations Order does not specify the
Investment Funds from which amounts shall be paid to an Alternate Payee, such
amounts shall be distributed from the Participant's Investment Funds in which
the Participant's Accounts are invested on a pro rata basis.
10.3 Withdrawals. Unless a Qualified Domestic Relations Order provides to
-----------
the contrary, an Alternate Payee shall not be permitted to make any withdrawals
under Article IX. Notwithstanding the foregoing, an Alternate Payee shall in no
event have the right to make withdrawals under Section 9.3 and any Qualified
Domestic Relations Order which purports to give an Alternate Payee such a right
shall be invalid and unenforceable to that extent.
10.4 Death Benefits. Unless a Qualified Domestic Relations Order provides
--------------
to the contrary, an Alternate Payee shall have the right to designate a
beneficiary, in the same manner as provided
67
<PAGE>
in Section 6.9 with respect to a Participant (except that no spousal consent
shall be required), who shall receive benefits payable to the Alternate Payee
which have not been distributed at the time of the Alternate Payee's death. If
the Alternate Payee does not designate a beneficiary or if the beneficiary
predeceases the Alternate Payee, benefits payable to the Alternate Payee which
have not been distributed shall be paid to the Alternate Payee's estate.
68
<PAGE>
ARTICLE XI
ADMINISTRATION
--------------
11.1 Plan Administrator. The Administration Committee and the Finance
------------------
Committee shall be the named fiduciaries of the Plan (with respect to the
matters for which they are hereby made responsible) for purposes of ERISA and
shall administer the Plan.
11.2 Allocation Of Fiduciary Responsibilities. The Committees shall have
----------------------------------------
only those specific powers, duties, responsibilities and obligations as are
specifically given them under the Plan, the Trust Agreement, or any operating
procedures adopted by the board of directors of Lukens Inc. or the Finance
Committee of the board of directors of Lukens Inc., as such Plan, Trust
Agreement or operating procedures may be amended from time to time. It is
intended that each Committee shall be responsible for the proper exercise of its
own powers, duties, responsibilities and obligations and shall not be
responsible for any act or failure to act on the part of the other Committee or
of another fiduciary.
11.3 Responsibilities Of The Administration Committee. The Administration
------------------------------------------------
Committee shall have general responsibility for the administration and
interpretation of the Plan, including but not limited to complying with
nonfinancial reporting and disclosure requirements, establishing and maintaining
Plan
69
<PAGE>
records and adopting amendments to the Plan as described in Section 13.1.
11.4 Responsibilities Of The Finance Committee. The Trustee shall have
-----------------------------------------
responsibility under the Plan for the management and control of the assets of
the Plan. The Finance Committee shall periodically review the investment
performance and methods of the Trustee and any other funding agency, including
any insurance company, under the Plan and may, with the written approval of the
board of directors of Lukens Inc. or the Finance Committee of the board of
directors of Lukens Inc., appoint or remove or change the Trustee and any such
funding agency. The Finance Committee shall have the power to appoint or remove
one or more investment managers, with the written approval of the board of
directors of Lukens Inc. or the Finance Committee of the board of directors of
Lukens Inc., and to delegate to such investment manager authority and discretion
to manage (including the power to acquire and dispose of) assets of the Plan,
provided that the Finance Committee shall periodically review the investment
performance and methods of each investment manager with such authority and
discretion. The Finance Committee shall determine the requirements and
objectives of the Plan and any audit information which may be pertinent to the
investment of Plan assets and shall establish investment standards and policies
incorporating such
70
<PAGE>
requirements and objectives and communicate the same to the Trustee (or other
funding agencies under the Plan). The Finance Committee shall engage such
certified public accountants, who may be accountants for the Company, as it
shall require or may deem advisable for purposes of the Plan. If annuities are
to be purchased under the Plan, the Finance Committee shall determine what
contracts should be made available to terminated Participants or purchased by
the Trust.
11.5 Joint Responsibilities. Both the Administration Committee and the
----------------------
Finance Committee may arrange for the engagement of such legal counsel, who may
be counsel for the Company, and make use of such agents, consultants, and
clerical or other personnel as they each shall require or may deem advisable for
purposes of the Plan. Each of said Committees may rely upon the written opinion
of such counsel and the accountants engaged by the Finance Committee and may
delegate to any such agent, to any department of the Company, or to any
subcommittee or member of such Committee its authority to perform any act
hereunder, including without limitation those matters involving the exercise of
discretion, provided that such delegation shall be subject to revocation at any
time at the discretion of said Committee. Each of said Committees shall report
to the board of directors of Lukens Inc. or the Finance Committee of the board
of
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directors of Lukens Inc. no less frequently than annually, with regard to the
matters for which it is responsible under the Plan.
11.6 Membership Of The Committees. Both the Administration Committee and
----------------------------
the Finance Committee shall consist of not less than three members, each of whom
shall be appointed by, shall remain in office at the will of, and may be
removed, with or without cause, by the board of directors of Lukens Inc. or the
Finance Committee of the board of directors of Lukens Inc. Any member of either
of said Committees may resign at any time. No member of either of said
Committees shall be entitled to act on or decide any matter relating solely to
himself or any of his rights or benefits under the Plan. The members of the
Administration Committee and the Finance Committee shall not receive any special
compensation for serving in their capacities as members of such Committees but
shall be reimbursed for any reasonable expenses incurred in connection
therewith. Except as otherwise required by ERISA, no bond or other security
need be required of the Administration Committee or the Finance Committee or any
member thereof in any jurisdiction. Any person may serve on both of said
Committees, and any member of either of said Committees, any department,
subcommittee or agent to whom either of said Committees delegates any authority,
and any other person or group of persons, may serve in more than one fiduciary
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capacity (including service both as a trustee or administrator) with respect to
the Plan.
11.7 Committee Meetings. The board of directors of Lukens Inc. or the
------------------
Finance Committee of the board of directors of Lukens Inc. shall designate the
chairman of each Committee. Each Committee shall establish its own procedures
and the time and place for its meetings, and provide for the keeping of minutes
of all meetings, copies of which shall be delivered to each member of the
respective Committee. A majority of a Committee shall constitute a quorum for
the transaction of business at a meeting of the Committee. Any action of a
Committee may be taken upon the affirmative vote of a majority of the members of
the Committee at a meeting or, at the direction of its chairman, without a
meeting by mail, telegraph or telephone, provided that all of the members of the
Committee are informed by mail or telegraph of their right to vote on the
proposal and of the outcome of the vote thereon.
11.8 Receipts And Disbursements Of The Plan. The Finance Committee shall
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appoint an individual who shall cause to be kept full and accurate accounts of
receipts and disbursements of the Plan, and shall cause to be deposited all
funds of the Plan to the name and credit of the Plan, in such depositories as
may be designated by the Finance Committee. Such individual shall cause
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to be disbursed the monies and funds of the Plan when so authorized by either
the Finance Committee or the Administration Committee and shall generally
perform such other duties as may be assigned to him from time to time by either
such Committee.
11.9 Demands for Money. All demands for money of the Plan shall be signed
-----------------
by such officer or officers or such other person or persons as the Finance
Committee may from time to time designate in writing.
11.10 Claims Procedures.
-----------------
(a) In the event that the Administration Committee denies, in whole
or in part, a claim for benefits by a Participant or his beneficiary, the
Administration Committee shall furnish notice of the denial to the claimant,
setting forth (1) the specific reasons for the denial, (2) specific reference to
the pertinent Plan provisions on which the denial is based, (3) a description of
any additional information necessary for the claimant to perfect the claim and
an explanation of why such information is necessary, and (4) appropriate
information as to the steps to be taken if the claimant wishes to submit his
claim for review. Such notice shall be forwarded to the claimant within 90 days
of the Administration Committee's receipt of the claim; provided, however, that
in special circumstances the Administration Committee may extend the response
period for up to
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an additional 90 days, provided that the Administration Committee notifies the
claimant in writing of the extension and specifies the reason or reasons for the
extension.
(b) Within 60 days of receipt of a notice of claim denial, a claimant
or his duly authorized representative may petition the Administration Committee
in writing for a full and fair review of the denial. The claimant or his duly
authorized representative shall have the opportunity to review pertinent
documents and to submit issues and comments in writing to the Administration
Committee. The Administration Committee shall review the denial and shall
communicate its decision and the reasons therefor to the claimant in writing
within 60 days of receipt of the petition; provided, however, that the
Administration Committee may extend the 60-day response period in special
circumstances for up to an additional 60 days. Written notice of the extension
shall be sent to the claimant prior to the commencement of the extension.
11.11 Liability Indemnification. To the maximum extent permitted by law
-------------------------
and the Company's and Lukens Inc.'s bylaws, no member of the Administration
Committee or the Finance Committee shall be personally liable by reason of any
contract or other instrument executed by him or on his behalf in his capacity as
a member of such Committee nor for any mistake of judgment made in
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good faith, and the Company shall indemnify and hold harmless, directly from its
own assets (including the proceeds of any insurance policy the premiums of which
are paid from the Company's own assets), each member of the Administration
Committee and Finance Committee and each other officer, employee, or director of
the Company to whom any duty or power relating to the administration or
interpretation of the Plan or to the management and control of the assets of the
Plan may be delegated or allocated, against any cost or expenses (including
counsel fees) or liability (including any sum paid in settlement of a claim with
the approval of the Company) arising out of any act or omission to act in
connection with the Plan unless arising out of such person's own fraud or bad
faith.
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ARTICLE XII
THE FUND
--------
12.1 Designation of Trustee. The Company and/or Lukens Inc. shall enter
----------------------
into a Trust Agreement with the Trustee selected by the Finance Committee and
approved by the board of directors of Lukens Inc. or the Finance Committee of
the board of directors of Lukens Inc. The Company and/or Lukens Inc. shall have
the power to amend the Trust Agreement and the Finance Committee, with the
written approval of the board of directors of Lukens Inc. or the Finance
Committee of the board of directors of Lukens Inc., shall have the power to
remove the Trustee, and designate a successor Trustee, as provided in the Trust
Agreement. All of the assets of the Plan shall be held by the Trustee for use
in accordance with this Plan in providing for the benefits hereunder.
12.2 Exclusive Benefit. Prior to the satisfaction of all liabilities
-----------------
under the Plan in the event of termination of the Plan, no part of the corpus or
income of the Trust Fund shall be used for or diverted to purposes other than
for the exclusive benefit of Participants and their beneficiaries except as
expressly provided in this Plan.
12.3 No Interest in Fund. No person shall have any interest in or right
-------------------
to any part of the assets or income of the Trust
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Fund, except to the extent expressly provided in this Plan and in the Trust
Agreement.
12.4 Expenses. The expenses incident to the operation of the Plan shall
--------
be paid by the Company, unless paid from the Trust Fund. The Company may, if
the board of directors of Lukens Inc. in its absolute discretion so determines,
reimburse the Trust Fund for any expenses paid from the Trust Fund. Such
reimbursement amounts shall be allocated among Participant's Accounts in the
same proportion in which the expenses were deducted from each Participant's
Accounts.
12.5 Absence of Guaranty. Each Participant and his beneficiary assumes
-------------------
all risk connected with any decrease in the market value of any assets held
under the Plan. The Finance Committee, the Administration Committee, and the
Company and Affiliated Companies do not in any way guarantee the Trust Fund from
loss or depreciation, or the payment of any amount that may be or become due to
any person from the Trust Fund.
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ARTICLE XIII
AMENDMENT OR TERMINATION OF THE PLAN
------------------------------------
13.1 Power of Amendment and Termination. It is the intention of the
----------------------------------
Company that this Plan will be permanent. However, the Company reserves the
power to amend or terminate the Plan at any time by action of the Board of
Directors. Amendments that could not significantly affect the cost of the Plan
or that may be necessary or appropriate to maintain the Plan and the Trust Fund
as a qualified plan and trust under Section 401 and 501 of the Code and as a
plan and trust meeting the requirements of ERISA or other applicable law may be
adopted by the Administration Committee. Except as expressly provided elsewhere
in the Plan, prior to the satisfaction of all liabilities with respect to the
benefits provided under this Plan, no such amendment or termination shall cause
any part of the monies contributed hereunder to revert to the Company or to be
diverted to any purpose other than for the exclusive benefit of Participants and
their beneficiaries. No amendment shall have the effect of retroactively
depriving Participants of benefits already accrued under the Plan. Any
amendment shall become effective as of the date designated by the Board of
Directors or the Administration Committee, as the case may be.
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13.2 Merger. The Plan shall not be merged with or consolidated with, nor
------
shall its assets be transferred to, any other qualified retirement plan unless
each Participant would receive a benefit after such merger, consolidation, or
transfer (assuming the Plan then terminated) which is of actuarial value equal
to or greater than the benefit he would have received from his Accounts if the
Plan had been terminated on the day before such merger, consolidation, or
transfer. No amounts shall be transferred to this Plan which would cause the
Plan to be a direct or indirect transferee of a plan to which the joint and
survivor annuity and pre-retirement survivor annuity requirements of Sections
401(a)(11) and 417 of the Code apply.
13.3 Notice of Amendment or Termination. Notice of any amendment,
----------------------------------
modification, suspension or termination of the Plan shall be given by the Board
of Directors or the Administration Committee, whichever adopts the amendment, to
each other and to the Finance Committee, the Trustee and the Company.
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ARTICLE XIV
GENERAL PROVISIONS
------------------
14.1 No Employment Rights. Neither the action of the Company in
--------------------
establishing the Plan, nor any provisions of the Plan, nor any action taken by
the Company or by the Administration Committee or Finance Committee shall be
construed as giving to any employee of the Company the right to be retained in
its employ, or any right to payment except to the extent of the benefits
provided in the Plan to be paid from the Fund.
14.2 Source of Benefits. All benefits payable under the Plan shall be
------------------
paid or provided for solely from the Fund, and the Company assumes no liability
or responsibility therefor.
14.3 Governing Law. Except to the extent superseded by ERISA, all
-------------
questions pertaining to the validity, construction, and operation of the Plan
shall be determined in accordance with the laws of Pennsylvania.
14.4 Spendthrift Clause.
------------------
(a) No benefit payable at any time under this Plan and no interest or
expectancy herein shall be anticipated, assigned, or alienated by any
Participant or beneficiary, or subject to attachment, garnishment, levy,
execution, or other legal or equitable process, except for (1) an amount
necessary to satisfy a Federal tax levy made pursuant to Section 6331 of the
Code and
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(2) any benefit payable pursuant to a domestic relations order which is
determined to be a qualified domestic relations order within the meaning of the
Code.
(b) Any attempt to alienate or assign a benefit hereunder, whether
currently or hereafter payable, shall be void. No benefit shall in any manner
be liable for or subject to the debts or liability of any Participant or
beneficiary. If any Participant or beneficiary shall attempt to, or shall,
alienate or assign his benefit under the Plan or any part thereof, or if by
reason of his bankruptcy or other event happening at any time such benefit would
devolve upon anyone else or would not be enjoyed by him, then the Administration
Committee may terminate payment of such benefit and hold or apply it for the
benefit of the Participant or beneficiary.
14.5 Incapacity. If the Administration Committee deems any Participant or
----------
beneficiary who is entitled to receive payments hereunder incapable of receiving
or disbursing the same by reason of age, illness, or infirmity or incapacity of
any kind, the Administration Committee may direct the Trustee to apply such
payments directly for the comfort, support, and maintenance of such Participant
or beneficiary, or to pay the same to any responsible person caring for the
Participant or beneficiary who is determined by the Administration Committee to
be qualified to
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receive and disburse such payments for the Participant's or beneficiary's
benefit; and the receipt of such person shall be a complete acquittance for the
payment of the benefit. Payments pursuant to this Section shall be complete
discharge to the extent thereof of any and all liability of the Company, the
Administration Committee, the Finance Committee, the Trustee, and the Fund.
14.6 Unclaimed Benefits. If the Administration Committee cannot ascertain
------------------
the whereabouts of any person to whom a payment is due under the Plan, and if,
after five years from the date such payment is due, a notice of such payment due
is mailed to the last known address of such person, as shown on the records of
the Company, and within three months after such mailing such person has not made
written claim therefor, the Administration Committee, if it so elects, after
receiving advice from counsel to the Plan, may direct that such payment and all
remaining payments otherwise due to such person be cancelled on the records of
the Plan and the amount thereof applied to pay expenses incident to the
operation of the Plan, and upon such cancellation, the Plan and the Trust shall
have no further liability therefor except that, in the event such person later
notifies the Administration Committee of his whereabouts and
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requests the payment or payments due to him, the amount so applied shall be paid
to him as provided in Article VI.
14.7 Receipt and Release. Subject to the provisions of ERISA and to the
-------------------
extent permitted by ERISA, any final payments or distribution to any
Participant, his beneficiary or his legal representative in accordance with
this Plan shall be in full satisfaction of all claims against the Trust Fund,
the Trustee, the Administration Committee, the Finance Committee, and the
Company. The Trustee, the Company, the Administration Committee, the Finance
Committee or any combination of them may require a Participant, his
beneficiary or his legal representative to execute a receipt and release of
all claims under this Plan upon a final payment or distribution or a receipt
to the extent of any partial payment or distribution; and the form of any such
receipt and release shall be determined by the Trustee, the Company, the
Administration Committee or any combination of them.
14.8 Effect of Mistake. In the event of any mistake or misstatement with
-----------------
respect to the age, eligibility, service, Compensation or participation of a
Participant or beneficiary, or the amount of distribution made or to be made to
a Participant or beneficiary, the Administration Committee shall, to the extent
it deems appropriate, cause to be withheld or accelerated, or otherwise adjust,
such amounts as will in its judgment accord to
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such Participant or beneficiary the credits or debits to the Participant's
Account or the distributions to which he is entitled under the Plan.
14.9 Notice to Committee. All elections, designations, requests, notices,
-------------------
instructions, and other communications from the Company, a Participant,
beneficiary or other person to the Administration Committee or the Finance
Committee required or permitted under the Plan shall be in such form as is
prescribed from time to time by each such Committee, shall be mailed, postage
prepaid, by first-class mail or shall be delivered to such location as shall be
specified by each such Committee, and shall be deemed to have been given and
delivered only upon actual receipt thereof by such Committee at such location.
14.10 Notice to Members, Etc. All notices, statements, reports and other
----------------------
communications from the Company or the Administration or Finance Committee to
any Employee, Participant, beneficiary or other person required or permitted
under the Plan shall be deemed to have been duly given when delivered to, or
when mailed by first-class mail, postage prepaid, and addressed to such
Employee, Participant, beneficiary or other person at his address last appearing
on the records of the Administration Committee.
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Executed this ____ day of __________, 1994.
[CORPORATE SEAL] LUKENS STEEL COMPANY, INC.
Attest: _____________________ By: _________________________
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Exhibit 5(1)
[LETTERHEAD OF LUKENS INC. APPEARS HERE]
June 29, 1994
Lukens Inc.
50 South First Avenue
Coatesville, PA 19320
Gentlemen:
As Vice President and General Counsel of Lukens Inc. (the "Corporation"), a
Delaware corporation, I have participated in the preparation of the Form S-8
Registration Statement relating to certain participation interests and shares of
Lukens Inc. Common Stock, par value $0.01 per share, which may be acquired
through investment in the Lukens Group Employees Capital Accumulation Plan (the
"Plan"). I have examined, or caused to be examined, the Plan and all statutes,
records, instruments and documents which I deemed necessary for the purpose of
this opinion.
Based upon this examination, it is my opinion that the above-described
participation interests and shares of common stock, if and when sold in the
manner described in the Registration Statement, will be legally issued, fully
paid and non-assessable.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ William D. Sprague
<PAGE>
Exhibit 5(2)
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE]
June 29, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Lukens Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Lukens Inc. in connection with the
preparation and filing of a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, registering interests ("Interests") in the
Lukens Group Employees Capital Accumulation Plan (the "Plan") and 100,000 shares
of Lukens Inc. Common Stock, par value $.01 per share, issuable thereunder.
In rendering our opinion, we have examined the Plan and the related
trust agreement and such other documents as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below.
Based on the foregoing, we are of the opinion that the form of the
Plan, with such changes as may be required by the Internal Revenue Service,
meets the requirements of section 401(a) of the Internal Revenue Code and the
applicable provisions of the Employee Retirement Income Security Act of 1974, as
amended.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 23(3)
[LETTERHEAD OF ARTHUR ANDERSEN & CO. APPEARS HERE]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 1, 1994
included or incorporated by reference in Lukens Inc.'s Form 10-K for the fiscal
year ended December 25, 1993 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen & Co.
Philadelphia, Pennsylvania
June 29, 1994
