<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTHWESTERN STEEL AND WIRE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ILLINOIS 36-1562920
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
121 WALLACE STREET, STERLING, ILLINOIS 61081
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
NORTHWESTERN STEEL AND WIRE COMPANY HOURLY EMPLOYEES' 401(K) SAVINGS PLAN
NORTHWESTERN STEEL AND WIRE COMPANY 401(K) SALARY DEFERRAL PLAN
(FULL TITLE OF PLANS)
THOMAS M. VERCILLO
CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
NORTHWESTERN STEEL AND WIRE COMPANY
121 WALLACE STREET
STERLING, ILLINOIS 60181
(815) 625-2500
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
HERBERT S. WANDER
KATTEN MUCHIN & ZAVIS
525 WEST MONROE STREET, SUITE 1600
CHICAGO, ILLINOIS 60661
(312) 902-5200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(2) PRICE(2)
============================= ==================== ====================== ===================== ====================
<S> <C> <C> <C> <C>
Common Stock 1,000,000 shares $1.11 $1,109,350 $308.40
($.01 par value)
====================================================================================================================
</TABLE>
(1) Includes an indeterminate number of shares of Northwestern Steel and Wire
Company Common Stock that may be issuable by reason of stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to rule 457(h) of the Securities Act of 1933, as amended, based on
the high and low price of a share of Common Stock, par value $0.01 per
share, of the Registrant on the NASDAQ National Market System on May 19,
1999.
IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF PLAN INTERESTS TO
BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLANS DESCRIBED HEREIN.
- --------------------------------------------------------------------------------
================================================================================
<PAGE> 2
PART I
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 is being filed pursuant to
General Instruction E of Form S-8 to register additional securities of the same
class as other securities for which a registration statement filed on Form S-8
relating to the Northwestern Steel and Wire Company Hourly Employees' 401(k)
Savings Plan and the Northwestern Steel and Wire Company 401(k) Salary Deferral
Plan (collectively, the "Plans") is effective. Pursuant to General Instruction E
of Form S-8, the contents of the Company's Registration Statement on Form S-8
(Registration No. 33-67788), filed with the Securities and Exchange Commission
on August 24, 1993 and relating to the Plans, is incorporated herein by
reference.
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.1 Second Amended and Restated Articles of Incorporation of the
Company dated as of August 12, 1992. (Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1992, File No. 1-4288, incorporated herein by
reference).
4.2 First Amendment to the Second Amended and Restated Articles of
Incorporation. (Exhibit 3.2 to the Company's Form S-1
Registration Statement filed with the Commission on April 18,
1993, File No. 33-60764, incorporated herein by reference).
4.3 Amended and Restated By-Laws of the Company.*
4.4 The Northwestern Steel and Wire Company Hourly Employees' 401(k)
Savings Plan, as amended and restated effective January 1, 1993.
(Exhibit 4(d) to the Company's Registration Statement on Form
S-8, File No. 33-67788, and incorporated herein by reference)
4.5 The First Amendment to the Northwestern Steel and Wire Company
Hourly Employees' 401(k) Savings Plan, as amended and restated
effective as of January 1, 1993.*
4.6 The Second Amendment to the Northwestern Steel and Wire Company
Hourly Employees' 401(k) Savings Plan, as amended and restated
effective as of January 1, 1993.*
4.7 The Third Amendment to the Northwestern Steel and Wire Company
Hourly Employees' 401(k) Savings Plan, as amended and restated
effective as of January 1, 1993.*
4.8 Northwestern Steel and Wire Company 401(k) Salary Deferral Plan,
as amended and restated effective as of January 1, 1993 (Exhibit
4(c) to the Company's Registration Statement on Form S-8, File
No. 33-67788, and incorporated herein by reference)
4.9 First Amendment to the Northwestern Steel and Wire Company 401(k)
Salary Deferral Plan, as amended and restated effective as of
January 1, 1993.*
4.10 Second Amendment to the Northwestern Steel and Wire Company
401(k) Salary Deferral Plan, as amended and restated effective as
of January 1, 1993.*
4.11 Third Amendment to the Northwestern Steel and Wire Company 401(k)
Salary Deferral Plan, as amended and restated effective as of
January 1, 1993.*
4.12 Fourth Amendment to the Northwestern Steel and Wire Company
401(k) Salary Deferral Plan, as amended and restated effective as
of January 1, 1993.*
4.13 Fifth Amendment to the Northwestern Steel and Wire Company 401(k)
Salary Deferral Plan, as amended and restated effective as of
January 1, 1993.*
5.1 Opinion of Katten Muchin & Zavis as to the legality of the shares
of Common Stock being offered under the Plans.*
23.1 Consent of PricewaterhouseCoopers.*
23.2 Consent of Katten Muchin & Zavis (included in its opinion filed
as Exhibit 5.1 herein).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
- ------------------
* Filed herewith.
II-1
<PAGE> 4
SIGNATURES
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 Sterling, State of Illinois, on this ____ day of May,
1999.
NORTHWESTERN STEEL AND WIRE COMPANY
By: /s/ Frederick J. Rocchio, Jr.
-------------------------------
Frederick J. Rocchio, Jr.
Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Frederick J. Rocchio, Jr., Thomas M. Vercillo and Herbert S. Wander,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution, to sign on his behalf, individually and in each capacity
stated below, all amendments and post-effective amendments to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, 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 and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 11th day of May, 1999.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ---------- -----
<S> <C>
/s/ Frederick J. Rocchio, Jr. Chief Executive Officer (Principal Executive Officer) and President
- ---------------------------------------------------
Frederick J. Rocchio, Jr.
Chief Financial Officer, Secretary and Treasurer
/s/ Thomas M. Vercillo (Principal Financial and Accounting Officer)
- ---------------------------------------------------
Thomas M. Vercillo
/s/ William F. Andrews Director
- ---------------------------------------------------
William F. Andrews
/s/ James A. Kohlberg Director
- ---------------------------------------------------
James A. Kohlberg
/s/ Christopher Lacovara Director
- ---------------------------------------------------
Christopher Lacovara
/s/ Darius W. Gaskins, Jr. Director
- ---------------------------------------------------
Darius W. Gaskins, Jr.
/s/ Thomas A. Gildehaus Director
- ---------------------------------------------------
Thomas A. Gildehaus
/s/ David L. Gore Director
- ---------------------------------------------------
David L. Gore
</TABLE>
II-2
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- --------- --------------------------------------------------------------------------------------------- -----------
<S> <C> <C>
4.1 Second Amended and Restated Articles of Incorporation of the Company
dated as of August 12, 1992. (Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 1992, File No.
1-4288, incorporated herein by reference).
4.2 First Amendment to the Second Amended and Restated Articles of
Incorporation. (Exhibit 3.2 to the Company's Form S-1 Registration
Statement filed with the Commission on April 18, 1993, File No.
33-60764, incorporated herein by reference).
4.3 Amended and Restated By-Laws of the Company.*
4.4 The Northwestern Steel and Wire Company Hourly Employees' 401(k)
Savings Plan, as amended and restated effective January 1, 1993.
(Exhibit 4(d) to the Company's Registration Statement on Form S-8, File
No. 33-67788, and incorporated herein by reference)
4.5 The First Amendment to the Northwestern Steel and Wire Company Hourly
Employees' 401(k) Savings Plan, as amended and restated effective as
of January 1, 1993.*
4.6 The Second Amendment to the Northwestern Steel and Wire Company Hourly
Employees' 401(k) Savings Plan, as amended and restated effective as
of January 1, 1993.*
4.7 The Third Amendment to the Northwestern Steel and Wire Company Hourly
Employees' 401(k) Savings Plan, as amended and restated effective as
of January 1, 1993.*
4.8 Northwestern Steel and Wire Company 401(k) Salary Deferral Plan, as
amended and restated effective as of January 1, 1993 (Exhibit 4(c) to
the Company's Registration Statement on Form S-8, File No. 33-67788,
and incorporated herein by reference).
4.9 First Amendment to the Northwestern Steel and Wire Company 401(k)
Salary Deferral Plan, as amended and restated effective as of January
1, 1993.*
4.10 Second Amendment to the Northwestern Steel and Wire Company 401(k)
Salary Deferral Plan, as amended and restated effective as of January
1, 1993.*
4.11 Third Amendment to the Northwestern Steel and Wire Company 401(k)
Salary Deferral Plan, as amended and restated effective as of January
1, 1993.*
4.12 Fourth Amendment to the Northwestern Steel and Wire Company 401(k)
Salary Deferral Plan, as amended and restated effective as of January
1, 1993.*
4.13 Fifth Amendment to the Northwestern Steel and Wire Company 401(k)
Salary Deferral Plan, as amended and restated effective as of January
1, 1993.*
5.1 Opinion of Katten Muchin & Zavis as to the legality of the shares of
Common Stock being offered under the Plans.*
23.1 Consent of PricewaterhouseCoopers.*
23.2 Consent of Katten Muchin & Zavis (included in its opinion filed as
Exhibit 5.1 herein).
24.1 Power of Attorney (included on the signature page of this Registration
Statement).
- ------------------
* Filed herewith.
</TABLE>
II-3
<PAGE> 1
EXHIBIT 4.3
AMENDED AND RESTATED BY-LAWS
OF
NORTHWESTERN STEEL AND WIRE COMPANY
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the
Corporation in the State of Illinois shall be located in the City of Sterling.
The Corporation may have such other offices, either within or without the State
of Illinois, as the business of the corporation may require from time to time.
SECTION 2. REGISTERED OFFICE. The registered office of the
Corporation required by the Illinois Business Corporation Act to be maintained
in the State of Illinois may but need not be the principal office of the
corporation in the State of Illinois, and the address of the registered office
may be changed from time to time by the board of directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation shall be held on such date and at such time as
the board of directors may designate for the purpose of electing directors and
for the transaction of such other business as may come before the meeting.
SECTION 2. SPECIAL MEETING. Special meetings of the
shareholders (other than those required by statute) may be called either by the
president, a majority of the board of directors or by the holders of not less
than twenty percent (20%) of all the outstanding shares of stock of the
Corporation entitled to vote on the matters to be considered at such meeting.
SECTION 3. PLACE OF MEETING. The place of any annual or
special meeting of shareholders shall be the principal place of business of the
Corporation in the State of Illinois or such other place as the board of
directors may designate in the notice of meeting.
SECTION 4. NOTICE OF MEETINGS. Written notice stating the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days prior to the date of the meeting,
or, in the case of a merger, consolidation, share exchange,
<PAGE> 2
dissolution or sale, lease or exchange of assets outside the ordinary course of
business, not less than twenty (20) nor more than sixty (60) days prior to the
date of the meeting, either personally or by mail, by or at the direction of the
president or the secretary, or other persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at the shareholder's address as it appears on the
records of the Corporation, with postage thereon prepaid. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken.
SECTION 5. INFORMAL ACTION BY SHAREHOLDERS. Any action
required by the Illinois Business Corporation Act to be taken at any annual or
special meeting of the shareholders of the Corporation, or any other action
which may be taken at a meeting of the shareholders, may be taken without a
meeting and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed (i) except as provided in Section 12.10 of the Illinois
Business Corporation Act, by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voting or (ii) by all of the shareholders entitled to vote with
respect to the subject matter thereof. If such consent is signed by less than
all of the shareholders entitled to vote, then such consent shall become
effective only if, at least five (5) days prior to the execution of the consent,
written notice is delivered to all of the shareholders entitled to vote with
respect to the subject matter thereof and, after the effective date of the
consent, prompt notice of the taking of the corporate action shall be delivered
in writing to those shareholders who have not consented in writing.
If the action taken by written consent would have required the
filing of a certificate under any section of the Illinois Business Corporation
Act if taken by shareholder vote, the certificate filed shall state, in lieu of
any statement required by such section concerning any vote of shareholders, that
written consent has been obtained in accordance with the provisions of Section
7.10 of the Illinois Business Corporation Act and that written notice has been
delivered as provided in such Section 7.10.
SECTION 6. FIXING OF RECORD DATE. For the purpose of
determining the shareholders entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
board of directors of the Corporation may fix in advance a record date for any
such determination of shareholders, such date in any case to be not more than
sixty (60) days and, for a meeting of shareholders, not less than ten (10) days
(twenty (20) days in the case of a meeting to consider a merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets) prior to the
date of such meeting. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
-3-
<PAGE> 3
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. A determination of
shareholders entitled to vote at any meeting of shareholders shall apply to any
adjournment or postponement of the meeting.
SECTION 7. VOTING LISTS. The officer or agent having charge of
the transfer book for shares of the Corporation shall make, within twenty (20)
days after the record date for a meeting of shareholders or ten (10) days prior
to the date for such meeting, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each shareholder, which
list shall be kept on file at the registered office of the Corporation for a
period of ten (10) days prior to such meeting, and shall be subject to
inspection by any shareholder, and to copying at the shareholder's expense, at
any time during usual business hours. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the inspection
of any shareholder during the meeting. The original share ledger or transfer
book, or a duplicate thereof kept in the state of Illinois, shall be prima facie
evidence as to the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.
SECTION 8. QUORUM. The holders of a majority of the shares of
the Corporation entitled to vote on matters that are represented in person or by
proxy at any meeting of shareholders shall constitute a quorum for consideration
of such matter at such meeting, but in no event shall a quorum consist of less
than one-third of the outstanding shares entitled so to vote. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on a matter shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by the
Illinois Business Corporation Act, the Articles of Incorporation or these
By-laws. Withdrawal of shareholders from any meeting shall not cause failure of
a duly constituted quorum at that meeting.
SECTION 9. PROXIES. Each shareholder may appoint a proxy to
vote or otherwise act for such shareholder at any meeting of shareholders by
signing an appointment form and delivering it to the person so appointed. No
proxy shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy will continue in
full force and effect until revoked by the person executing it prior to the vote
pursuant thereto, except as otherwise provided in the Illinois Business
Corporation Act or these By-laws. Unless the proxy conspicuously states that it
is irrevocable and the appointment is coupled with an interest, revocation of a
proxy may be effected by a writing delivered by the person executing the proxy
to the Corporation stating that the proxy is revoked, by delivery by such person
of a subsequent proxy, or by attendance by such person at the meeting and voting
in person.
SECTION 10. VOTING OF SHARES. Unless otherwise provided in the
Articles of Incorporation or these By-laws, each outstanding share, regardless
of class, shall be entitled to one vote upon each matter submitted to a vote at
a meeting of shareholders.
-3-
<PAGE> 4
SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of the
Corporation held by the Corporation in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares entitled
to vote at any given time.
Shares registered in the name of another corporation, domestic
or foreign, may be voted by any officer, agent, proxy or other legal
representative authorized to vote such shares under the law of the jurisdiction
of incorporation of such corporation. The Corporation may treat the president or
other person holding the position of chief executive officer of such other
corporation as authorized to vote such shares, together with any other person
indicated and any other holder of an office indicated by the corporate
shareholder to the Corporation as a person or an office authorized to vote such
shares. Such persons and offices indicated shall be registered, by the
Corporation on the transfer books for shares and included in any voting list
prepared in accordance with Section 7 of this Article II.
Shares registered in the name of a deceased person, a minor
ward or a person under legal disability, may be voted by his or her
administrator, executor or court appointed guardian, either in person or by
proxy without a transfer of such shares into the name of such administrator,
executor or court appointed guardian. Shares registered in the name of a trustee
may be voted by him or her, either in person or by proxy.
Shares registered in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his or her name if
authority to do so is contained in an appropriate order of the court by which
such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Any number of shareholders may create a voting trust for the
purpose of conferring upon a trustee or trustees the right to vote or otherwise
represent their shares, for a period not to exceed ten (10) years, by entering
into a written voting trust agreement specifying the terms and conditions of the
voting trust, and by transferring their shares to such trustee or trustees for
the purpose of the agreement. Any such trust agreement shall not become
effective until a counterpart of the agreement is deposited with the Corporation
at its registered office. The counterpart of the voting trust agreement so
deposited with the Corporation shall be subject to the same right of examination
by a shareholder of the Corporation, in person or by agent or attorney, as are
the books and records of the Corporation, and shall be subject to examination by
any holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for the proper purpose.
-4-
<PAGE> 5
SECTION 12. VOTING PROCEDURE. In all elections of directors,
every shareholder shall have the right to vote, in person or in proxy, the
number of shares owned by such shareholder for one nominee for election with
respect to each directorship to be filled; provided, however, that there shall
be no right to cumulate such votes.
SECTION 13. INSPECTORS. At any meeting of shareholders, the
chairman of the meeting may (or upon the request of any shareholder shall)
appoint one or more persons as inspectors for such meeting. Such inspectors
shall ascertain and report the number of shares represented at the meeting,
based upon their determination of the validity and effect of proxies; count all
votes and report the results; and do such other acts as are proper to conduct
the election and voting with impartiality and fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by
the inspector or by a majority of them if there is more than one inspector
acting at such meeting. If there is more than one inspector, the report of a
majority shall be the report of the inspectors. The report of the inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.
SECTION 14. VOTING BY BALLOT. Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
SECTION 15. ESOP PARTICIPANTS. Whether or not a shareholder of
the Corporation, each participant in the Northwestern Steel and Wire Company
Employee Stock Ownership Plan shall have the right to attend all meetings of the
shareholders as observers and to have all rights of shareholders at such
meetings other than voting rights.
ARTICLE III
DIRECTORS
SECTION 1. DIRECTORS. Except as otherwise provided by law or
the Articles of Incorporation or these By-laws, management of the Corporation
and its business and affairs shall be vested in its board of directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the Corporation shall be at least seven (7) but shall be no more
than fifteen (15), such number to be determined by resolution of the Board of
Directors of the Corporation. The directors need not be residents of Illinois or
shareholders of the Corporation. Effective as of the 1999 Annual Meeting of
Shareholders, each director shall hold office until the next annual meeting of
shareholders or until a successor shall have been elected. The members of the
board of directors shall be elected at the annual meeting of shareholders as
provided in Article II of these By-laws or as otherwise prescribed by statute.
-5-
<PAGE> 6
SECTION 3. ANNUAL MEETINGS. An annual meeting go the board of
directors shall be held without other notice than this Bylaw, immediately after
and at the same place as the annual meeting of shareholders.
SECTION 4. REGULAR MEETINGS. The board of directors may by
resolution provide the time and place, either within or without the State of
Illinois, for the holding of additional regular meetings without other notice
than such resolution. The board of directors shall meet at least once each
quarter.
SECTION 5. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the chairman of the board or a
majority of the board of directors. The person or persons authorized to call
special meetings of the board of directors may fix any place, either within or
without the State of Illinois, as the place for holding any special meeting of
the board of directors called by them.
SECTION 6. NOTICE. Written notice of any special meeting shall
be given at least five (5) days prior to the meeting if delivered by mail and at
least 24 hours prior to the meeting if notice is delivered personally or by
telephone, telecopier, telegram or overnight courier, to each director at his or
her business address. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail with postage thereon prepaid and if
delivered by any other means such notice shall be deemed to be delivered when
received. Any director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Except as provided by the Illinois Business Corporation Act, neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice at such meeting. At any meeting at which all of the directors shall be
present, although held without notice, any business may be transacted which
might have been transacted if the meeting had been duly called.
SECTION 7. QUORUM. A majority of the directors shall
Constitute a quorum for transaction of business at any meeting of the board of
directors, provided that, if less than a majority of such number of directors is
present at such meeting, a majority of the directors present may adjourn the
meeting at any time without further notice. The members of the board of
directors or of any committee of the board of directors may participate in and
act at any meeting of such board or committee through the use of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting by
means of such communication equipment shall constitute attendance and presence
in person at the meeting of the person or persons so participating.
-6-
<PAGE> 7
SECTION 8. MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, unless the act of a greater number is required by the
Illinois Business Corporation Act, the Articles of Incorporation, or these
By-laws.
SECTION 9. REMOVAL OF DIRECTORS. One or more of the directors
may be removed, with or without cause, at a meeting of shareholders by the
affirmative vote of the holders of a majority of the outstanding shares then
entitled to vote at an election of directors, except as follows:
(a) No director shall be removed at a meeting of shareholders
unless the notice of such meeting shall state that a purpose of the
meeting is to vote upon the removal of one or more directors named in
the notice. Only the named director or directors may be removed at such
meeting.
(b) If a director is elected by a class or series of shares,
that director may be removed only by the shareholders of that class or
series.
SECTION 10. VACANCIES. Any vacancy occurring on the board of
directors and any directorship to be filled by reason of an increase in the
number of directors may be filled by election at an annual or special meeting of
shareholders. A majority of the board of directors may fill any vacancy prior to
such annual or special meeting of shareholders.
SECTION 11. INFORMAL ACTION BY DIRECTORS. Unless specifically
prohibited by the Articles of Incorporation or these By-laws, any action
required by the Illinois Business Corporation Act to be taken at a meeting of
the board of directors or any other action which may be taken at a meeting of
the board of directors or a committee thereof may be taken without a meeting if
a consent in writing setting forth the action so taken shall be signed by all
the directors entitled to vote with respect to the subject matter thereof, or by
all the members of such committee, as the case may be. Any such consent signed
by all the directors or all the members of a committee shall have the same
effect as a unanimous vote, and may be stated as such in any document filed with
the Secretary of State.
SECTION 12. COMPENSATION. The board of directors, by the
affirmative vote of a majority of directors then in office and irrespective of
any personal interest of any of its members, shall have authority to establish
reasonable compensation of all directors for services to the Corporation as
directors, officers or otherwise, notwithstanding any director conflict of
interest. By resolution of the board of directors, the directors may be paid
their expenses, if any, of attendance at each meeting. No such payment
previously, mentioned in this section shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
-7-
<PAGE> 8
SECTION 13. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors at which
action on any matter is taken shall be conclusively presumed to have assented to
the action taken unless the director's dissent shall be entered in the minutes
of the meeting or unless the director shall file written dissent to such action
with the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered or certified mail to the
secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
SECTION 14. RESIGNATION. Any director may resign at any time
by giving notice to the board of directors, its chairman, or to the president or
secretary of the Corporation, provided that the party to whom such notice is
given is other than the individual director giving the notice. A resignation is
effective when the notice is given unless the notice specifies a future date.
The pending vacancy may be filled before the effective date of any resignation,
but the successor shall not take office until the effective date.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a
chairman of the board, a president, a secretary and such other officers as may
be elected or appointed by the board of directors. Any two or more offices may
be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected annually by the board of directors at a meeting
held after each annual meeting of shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Vacancies may be filled or new officers elected
at any meeting of the board of directors. Each officer shall hold office until a
successor shall have been duly elected and shall have qualified or until his or
her earlier death or resignation or until his or her removal in the manner
hereinafter provided. Election of an officer shall not of itself create contract
rights.
SECTION 3. REMOVAL. Any officer or agent elected or appointed
by the board of directors may be removed by the board of directors whenever in
its judgment the best interest of the Corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.
SECTION 4. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.
-8-
<PAGE> 9
SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board,
if one shall have been elected, shall be a member of the board and an officer of
the Corporation and, if present, shall preside at each meeting of the board of
directors or shareholders. The chairman shall advise the chief executive officer
and, in the chief executive officer's absence, other officers of the
Corporation, and shall perform such other duties as may from time to time be
assigned by the board of directors.
SECTION 6. CHIEF EXECUTIVE OFFICER. Subject to the direction
and control of the board of directors, the chief executive officer shall be in
control of the general and active management and supervision over the
administration and operation of the business of the Corporation and supervision
of its policies and affairs and its several officers, employees and agents. The
chief executive officer shall see that the resolutions and directions of the
board of directors are carried into effect except in those instances in which
that responsibility is specifically assigned to some other person by the board
of directors, and in general shall discharge all duties incident to the office
of chief executive officer and such other duties as may be prescribed by the
board of directors from time to time. In the absence of the chairman of the
board or if a chairman of the board shall not have been elected, the chief
executive officer shall preside at all meetings of the shareholders and of the
board of directors. Except in those instances in which authority is expressly
delegated to another officer or agent of the Corporation or a different mode of
execution is expressly prescribed by the board of directors or these By-laws,
the chief executive officer may execute on behalf of the Corporation
certificates for its shares, the issue of which shall have been authorized by
the board of directors, and any contracts, deeds, mortgages, bonds, or other
instruments which the board of directors has authorized to be executed, and the
chief executive officer may accomplish such execution either under or without
the seal of the Corporation and either individually or with the secretary, any
assistant secretary, or any other officer authorized by the board of directors,
according to the requirements of the form of the instrument. The chief executive
officer may vote all securities which the Corporation is entitled to vote except
as and to the extent such authority shall be vested in a different officer or
agent of the Corporation by the board of directors. The chief executive officer
shall perform such other duties as from time to time may be assigned by the
board of directors or these By-laws.
SECTION 7. PRESIDENT. The president shall be the executive
officer next in authority to the chief executive officer. He shall assist the
chief executive officer in the general and active management of the business of
the corporation, shall see to it that all resolutions and orders of the board of
directors are carried into effect, and in general shall discharge all duties
incident to the office of president and such other duties as may be prescribed
by the chief executive officer and board of directors from time to time. Except
in those instances in which authority is expressly delegated to another officer
or agent of the Corporation or a different mode of execution is expressly
prescribed by the board of directors or these By-laws, the president may execute
on behalf of the Corporation certificates for its shares, the issue of which
shall have been authorized by the board of directors. In the absence or
disability of the chief executive officer, he shall assume the office, title,
responsibility, and
-9-
<PAGE> 10
authority of the chief executive officer. If there shall be no chief executive
officer, the President shall be the chief executive officer.
SECTION 8. CHIEF OPERATING OFFICER. The board of directors may
elect a chief operating officer who may also be the president. If so elected,
the chief operating officer of the corporation shall manage the day to day
business of the operation of the corporation and shall be its executive officer
next in authority to the president. He shall assist the president in the
management of the business of the corporation, and, in the absence or disability
of the president, he shall exercise the powers and perform the other duties of
the president; and he shall have such other powers and duties as the board of
directors or chief executive officer may from time to time prescribe.
SECTION 9. THE VICE-PRESIDENTS. In the event one or more
vice-presidents are elected, each of the vice-presidents shall assist the chief
executive officer, the president, and the chief operating officer in the
discharge of their duties as they may direct and shall perform such other duties
as from time to time may be assigned to him or her by the chief executive
officer or by the board of directors. In the absences of the chief executive
officer, president, and the chief operating officer or in the event of their
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
board of directors, or by the chief executive officer if the board of directors
has not made such a designation, or in the absence of any designation, then in
the order of seniority of tenure as vice-president) shall perform the duties of
the chief executive officer, and when so acting shall have all the powers of and
be subject to all the restrictions upon the chief executive officer and shall
not act contrary to the policies set by the board of directors or the chief
executive officer. Except in those instances in which authority is expressly
delegated to another officer or agent of the Corporation or a different mode of
execution is expressly prescribed by the board of directors or these By-laws,
the vice-president (or each of them if there are more than one) may execute on
behalf of the Corporation certificates for its shares, the issue of which shall
have been authorized by the board of directors, and any contracts, deeds,
mortgages, bonds or other instruments which the board of directors has
authorized to be executed, and he or she may accomplish such execution either
under or without the seal of the Corporation and either individually or with the
secretary, any assistant secretary, or any other officer thereunto authorized by
the board of directors, according to the requirements of the form of the
instrument.
SECTION 10. THE TREASURER. In the event a treasurer is
elected, the treasurer shall be the principal accounting and financial officer
of the Corporation. The treasurer shall: (a) have charge of and be responsible
for the maintenance of adequate books of account for the Corporation; (b) have
charge and custody of all funds and securities held by the Corporation, and be
responsible therefor and for the receipt and disbursement thereof; and (c)
perform all the duties incident to the office of treasurer and such other duties
as from time to time may be assigned by the chief executive officer or by the
board of directors. If required by the board of directors, the treasurer shall
give a bond for the faithful discharge of the
-10-
<PAGE> 11
treasurer's duties in such sum and with such surety or sureties as the board of
directors may determine. The cost of such bond shall be borne by the
Corporation.
SECTION 11. THE SECRETARY. The secretary shall: (a) record the
minutes of the meetings of the shareholders and of the board of directors, if
invited, in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these By-laws or as
required by law; (c) be custodian of the corporate records and of the seal of
the Corporation; (d) keep a register of the post office address of each
shareholder which shall be furnished to the secretary by such shareholder; (e)
sign with the chief executive officer, president or vice-president, or any other
officer authorized by the board of directors, certificates for shares of the
Corporation, the issue of which shall have been authorized by the board of
directors, and any contracts, deeds, mortgages, bonds, or other instruments
which the board of directors has authorized to be executed, according to the
requirements of the form of the instrument, except when a different mode of
execution is expressly prescribed by the board of directors or these By-laws;
(f) have general charge of the stock transfer books of the Corporation; (g) have
authority to certify the by-laws, resolutions of the shareholders and board of
directors and committees thereof, and (h) other documents of the Corporation as
true and correct copies thereof, and perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
or her by the chief executive officer or by the board of directors.
SECTION 12. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
The assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or by
the chief executive officer or the board of directors. The assistant secretaries
may sign with the chief executive officer, president, or a vice-president, or
any other officer thereunto authorized by the board of directors, certificates
for shares of the Corporation, the issue of which shall have been authorized by
the board of directors, and any contracts, deeds, mortgages, bonds, or other
instruments which the board of directors has authorized to be executed,
according to the requirements of the form of the instrument, except when a
different mode of execution is expressly prescribed by the board of directors or
these by-laws. The assistant treasurers shall, if required by the board of
directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine.
SECTION 13. COMPENSATION. The compensation of the officers
shall be fixed from time to time by the board of directors and no officer shall
be prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.
ARTICLE V
COMMITTEES
-11-
<PAGE> 12
SECTION 1. COMMITTEES. A majority of the directors may create
one or more committees and appoint members of the board to serve on such
committee or committees. Each committee shall have two or more members who shall
serve at the pleasure of the board. Unless the appointment by the board of
directors requires a greater number, a majority of any committee shall
constitute a quorum and A majority of a quorum is necessary for committee
action. A committee may act by unanimous consent in writing without a meeting
and the committee by majority vote of its members shall determine the time and
place of meetings and the notice required thereof.
SECTION 2. REVIEW OF THE COMMITTEES. Any actions of the
committees shall be reported to the board of directors at the next meeting of
the board of directors succeeding such action.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The board of directors may authorize any
officer or agent to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the board of directors. Such authority may
be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as shall from time to time
be determined by resolution of the board of directors.
SECTION 4. DEPOSITS. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the board of
directors may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND
THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. The issued shares of the
Corporation shall be represented by certificates or shall be uncertified shares.
Certificates representing
-12-
<PAGE> 13
shares of the Corporation shall be signed by the chairman of the board, the
president or a vice-president or by such officers as shall be designated by
resolution of the board of directors, and by the secretary or an assistant
secretary, or such other officer as shall be designated by a resolution of the
board of directors, and may be sealed with the seal or a facsimile of the seal
of the Corporation, if the Corporation uses such a seal. If both of the
signatures of the officers are by facsimile, the certificate shall be manually
signed by or on behalf of a duly authorized transfer agent or clerk. Each
certificate representing shares shall be consecutively numbered or otherwise
identified, and shall also state the name of the person to whom issued, the
number and class of shares (with designation of series, if any), the date of
issue, and that the Corporation is organized under the Illinois Business
Corporation Act. If the Corporation is authorized to issue shares of more than
one class, the certificate shall also contain such information or statement as
may be required by law. The name and address of each shareholder, the number
and class of shares held and the date on which the certificates for the shares
were issued shall be entered on the books of the Corporation.
SECTION 2. LOST CERTIFICATES. If a certificate representing
shares has allegedly been lost or destroyed, except as may be required by law, a
new certificate may be issued upon receipt by the Corporation from the
shareholder of such indemnification and other reasonable requirements as it may
impose.
SECTION 3. TRANSFER OF SHARES. Transfers of shares of the
Corporation shall be made only on the books of the Corporation by the holder of
record thereof or by his or her legal representative, who shall furnish proper
evidence of authority to transfer, or by his or her attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for the cancellation of the certificate for
such shares. The person in whose name shares stand on the books of the
Corporation shall be deemed the owner thereof for all corporate purposes.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be determined by
resolution of the board of directors.
ARTICLE IX
DISTRIBUTIONS
The board of directors may from time to time authorize, and
the Corporation may pay, distributions to its shareholders in the manner and
subject to any restrictions provided by the Illinois Business Corporation Act
and the Articles of Incorporation.
-13-
<PAGE> 14
ARTICLE X
SEAL
The board of directors may provide a corporate seal which
shall be in the form of a circle and shall have inscribed thereon the name of
the Corporation and the words "Corporate Seal, Illinois." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced, provided that the affixing of the corporate seal to an
instrument shall not give the instrument additional force or effect, or change
the construction thereof, and the use of the corporate seal is not mandatory.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given under the
provisions of these By-laws or under the provisions of the Illinois Business
Corporation Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein for the
meeting or other action which is subject of the notice, shall be deemed
equivalent to the giving of such notice.
ARTICLE XII
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE
SECTION 1. AUTHORIZATION OF INDEMNIFICATION.
(a) The Corporation shall indemnify any person who was or
is a party, or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or who 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 such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
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 or her 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
or she reasonably believed to be in or not opposed to the best interest of the
Corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
-14-
<PAGE> 15
(b) 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 such person 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
such person in connection with the defense or settlement of such action or suit,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the Corporation, provided
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 for negligence or
misconduct in the performance of his or her duty to the Corporation, unless and
only to the extent that 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 as the court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of the Corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in paragraphs (a) and (b)
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by and such person in connection therewith.
SECTION 2. AUTHORIZATION BY DIRECTORS, LEGAL COUNSEL OR
SHAREHOLDERS. Any indemnification under Section 1, paragraphs (a) and (b) of
this Article XII (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 or she has met the applicable standard of conduct set
forth in Section I of this Article XII. Such determination shall be made: (a) 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 (b) 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 (c) by the
shareholders.
SECTION 3. REPAYMENT. Expenses incurred 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, 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 or she is entitled to be
indemnified by the Corporation as hereinabove provide.
SECTION 4. NOT EXCLUSIVE OF OTHER RIGHTS. The indemnification
provided by this Article XII (a) shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any other
By-law, agreement, vote of shareholders or
-15-
<PAGE> 16
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and (b)
shall 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.
SECTION 5. 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 who 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 such person and incurred by such person in any such
capacity, or arising out of his or her status as such, whether or not the
Corporation has the power to indemnify such person against such liability under
the provisions of this Article XII and whether or not such person is entitled to
indemnification under this Article XII.
SECTION 6. SHAREHOLDER NOTIFICATION. If the Corporation has
paid indemnity or has advanced expenses to a director, officer, employee or
agent, the Corporation shall report the indemnification or advance in writing to
the shareholders with or before the notice of the next shareholders meeting.
ARTICLE XIII
AMENDMENTS
The power to make, alter, amend, or repeal the By-laws of the
Corporation shall be reserved to either the holders of the voting common stock
of the Corporation, who may do so by a majority vote of all the voting shares
issued and outstanding, or by the board of directors, who may do so by a
majority vote. However, no By-law adopted by the shareholders after the adoption
of these By-laws may be altered, amended or repealed by the board of directors.
-16-
<PAGE> 1
EXHIBIT 4.5
FIRST AMENDMENT
OF
NORTHWESTERN STEEL AND WIRE COMPANY
HOURLY EMPLOYEES' 401(k) SAVINGS PLAN
(As Amended and Restated Effective as of January 1, 1993)
WHEREAS, Northwestern Steel and Wire Company, an Illinois
corporation (the "company"), maintains the Northwestern Steel and Wire Company
Hourly Employees' 401(k) Savings Plan (As Amended and Restated Effective as of
January 1, 1993) (the "plan"); and
WHEREAS, the company now considers it desirable to amend the
plan;
NOW, THEREFORE, by virtue of the power reserved to the company
under subsection 12.1 of the plan, and in exercise of the authority delegated to
the undersigned officers of the company by resolution of its Board of Directors,
the plan hereby is amended in the following particulars:
1. Effective as of January 1, 1993, by redesignating
subsection 3.4 of the plan as subsection 3.5 thereof; and by substituting the
reference "3.5" for the reference "3.4" each place the latter appears in the
following: subsections 3.1, 3.2, and 3.5 (as redesignated) of the plan;
subparagraph A-4(c) and paragraph A-5 of Supplement A of the plan; subparagraph
B-4(c) and paragraph B-5 of Supplement B of the plan; and paragraph D-4 of
Supplement D of the plan.
<PAGE> 2
2. Effective as of January 1, 1993, by adding the following as
subsection 3.4 of the plan:
"3.4. Combined Limitation on Elective Contributions and
Additional (After Tax) Contributions. Notwithstanding any contrary
provision of the plan or of any supplement to the plan, a participant
may not elect, for any plan year, to make elective contributions and
additional (after tax) contributions, on a combined basis, of more than
fifteen percent of the participant's earnings (as defined in subsection
3.5)."
3. Effective as of January 1, 1993, by substituting "8.6" for
"7.6" where the latter appears in subsection 5.2 of the plan; by deleting
subsections 7.6 and 7.8 of the plan; by redesignating subsections 7.7 and 7.9 of
the plan as subsections 7.6 and 7.7, respectively; by substituting "7.7" for
"7.9" each place the latter appears in subsections 7.4 and 7.5 of the plan; by
substituting "7.6" for "7.7" each place the latter appears in subsections 7.5
and 7.6 (as redesignated) of the plan; by substituting the phrase "subsection
7.5" for the phrase "subsections 7.5 and 7.6" each place the latter phrase
appears in subsection 7.6 (as redesignated) of the plan; and by substituting the
following for subsection 7.7 (as redesignated) of the plan:
"7.7. Calculating Income Allocable to Excess Deferrals and
Excess Pre-Tax Contributions . The plan shall allocate income (or
losses) attributable to excess deferrals under subsection 7.4 or excess
pre-tax contributions under subsection 7.5 in accordance with the
following:
(a) Determining income (or losses) on excess deferrals for the
plan year. Income (or losses) in a participant's elective
contribution account
-2-
<PAGE> 3
and profit sharing bonus deferral account allocable to excess
deferrals under subsection 7.4 for a plan year will be
determined by multiplying the total income (or losses) for
that plan year allocable to the applicable account of the
participant by a fraction. The numerator of the fraction is
the excess deferrals to be distributed from such account. The
denominator of the fraction is the total balance in such
account as determined as of the end of that plan year, reduced
by the gain allocable to such account balance for that plan
year and increased by the loss allocable to such account
balance for the plan year.
(b) Determining income (or losses) on excess pre-tax contributions
for the plan year. Income (or losses) in a participant's
elective contribution account and profit sharing bonus
deferral account allocable to excess pre-tax contributions
under subsection 7.5 for a plan year will be determined
according to the method set forth in (a) next above, based
upon the proportion that the amount of excess pre-tax
contributions to be distributed from the applicable account
bears to the total balance in such account.
(c) Income (or losses) for the period after the end of a plan
year. Effective for plan years beginning on and after January
1, 1992, no income (or losses) will be allocated to any excess
amount to be distributed to the participant for the period
between the end of the plan year and the date of distribution
of such excess amount."
4. Effective as of November 19, 1993, by adding the following
new paragraph D-12 to Supplement D to the plan:
"D-12. Former Employees of Marias Industries, Inc. With
respect to Marias employees (as defined below), the terms and
provisions of this paragraph D-12 shall govern notwithstanding any
other provision of the plan or this Supplement D to the contrary.
'Marias employees' are hourly employees of the Texas corporation who
became employees of the Texas corporation on November 19, 1993, in
connection with a transaction between the Texas corporation and Marias
Industries, Inc. Until required under a collective bargaining agreement
between the Texas
-3-
<PAGE> 4
corporation and the USWA or until the company so amends the provisions
of this paragraph D-12, Marias employees shall not be eligible to make
elective contributions, profit sharing bonus deferral contributions, or
additional (after tax) contributions, nor shall Marias employees be
eligible to share in employer nonelective contributions or employer
matching contributions."
5. Effective as of January 1, 1993, by substituting the phrase
"earnings (as defined in subsection 3.5 of the plan) or compensation (as defined
in subsection 7.1 of the plan)" for the phrase "earnings (as defined in
subsection 3.4 of the plan)" where the latter phrase appears in paragraph E-3 of
Supplement E of the plan.
IN WITNESS WHEREOF, the undersigned duly authorized officers
of the company have caused the foregoing amendment to be executed this 31st day
of December, 1994.
NORTHWESTERN STEEL AND WIRE COMPANY,
an Illinois corporation
By /s/ R.N. Gurnitz
-------------------------------------
Its President
----------------------------------
ATTEST:
/s/ E.G. Maris
- --------------------------------
Its SRVP/CFO
----------------------------
-4-
<PAGE> 1
EXHIBIT 4.6
SECOND AMENDMENT
OF
NORTHWESTERN STEEL AND WIRE COMPANY
HOURLY EMPLOYEES' 401(k) SAVINGS PLAN
(As Amended and Restated Effective as of January 1, 1993)
WHEREAS, Northwestern Steel and Wire Company, an Illinois corporation
(the "company"), maintains the Northwestern Steel and Wire Company Hourly
Employees' 401(k) Savings Plan (As Amended and Restated Effective as of January
1, 1993) (the "plan"); and
WHEREAS, the plan has been amended, and further amendment of the plan
now is considered desirable;
NOW, THEREFORE, by virtue of the power reserved to the company under
subsection 12.1 of the plan, and in exercise of the authority delegated to the
undersigned officers of the company by resolution of its Board of Directors, the
plan, as amended, is hereby further amended, effective as of January 1, 1998, as
follows:
I.
Subsection 6.1(f) of the plan is amended by adding the following at the
end as a part thereof:
"The rollover account shall also hold amounts, if any, involuntarily
transferred under Section 414(l) of the Code from the Northwestern
Steel and Wire Employee Stock Ownership Plan (the "ESOP").
II.
Subsection 6.6(b) of the plan is amended by adding the following at the
end as a part thereof:
"A rollover contribution to this plan from the ESOP if in cash shall be
invested in accordance with section 6.7, and if in company shares shall
be continued to be invested in company shares or in kind until either
such time as a Participant shall elect to invest it otherwise, or the
complete discontinuance of company shares as an investment option under
the plan."
III.
Section 6 of the plan is amended by adding the following new subsection
6.11 to the end as a part thereof:
"6.11 Nonterminable Protections and Rights for Involuntarily
Transferred Company Shares in the Rollover Account. Company shares
involuntarily transferred under Section 414(l) of the Code to
<PAGE> 2
the rollover account shall be subject to this subsection 6.11 for so
long as the Participant does not transfer the value of such company
shares to another investment fund under subsection 6.8 hereof. Such
company shares may not be subject to a put, call or other option, or
buy-sell or similar arrangement while held by and if distributed from
the Plan, except as follows and as provided in Code Section 409(h):
(a) Put Option. Transferred shares will be subject to a put
option if such shares are not publicly traded, or if such shares are
subject to a trading limitation as defined in Treasury Regulation
54.4975-7(b)(10) if they are distributed. The affected Participant may
put the transferred shares to the Employer.
(b) Duration of Put Option. (i) In general the put option, if
any, shall be exercisable during a 15-month period which begins on the
date the shares subject to the put option are distributed by the ESOP;
(ii) if the shares cease to be publicly traded without restriction
within 15 months after a distribution, the Employer will notify each
Participant receiving a distribution of transferred shares that for the
remainder of the 15-month period the shares are subject to a put
option. The notice shall be given no later than the tenth day after the
date the shares cease to be so traded. The notice shall inform
distributees of the terms of the put option.
(c) Manner of Exercise. The put option is exercised by the
holder notifying the Employer in writing that the option is being
exercised.
(d) Time Excluded from Put Option Duration. The 15-month
period of (b) above does not include any time when a put option is not
exercisable because the Employer is prohibited from honoring it by
applicable state or federal law.
(e) Price. The price at which the put option is exercisable is
the value of the shares determined under Treasury Regulation
ss.54.4975-11(d)(5).
(f) Payment Terms. Payment terms under the put option shall be
reasonable.
(g) Payment Restrictions. Payment under a put option may not
be restricted by the provisions of a loan or other arrangement,
including the Employer's articles of incorporation, unless required by
applicable state law or unless required by the terms of a loan made
before November 1, 1977."
-2-
<PAGE> 3
IV.
In all other respects, the plan shall remain in full force and
effect.
IN WITNESS WHEREOF, the undersigned duly authorized officers of the
company have caused the foregoing amendment to be executed this 1st day of May,
1998.
NORTHWESTERN STEEL AND WIRE COMPANY,
an Illinois corporation
By: /s/ T. A. Gildehaus
---------------------------------------
Its: Chairman & CEO
-------------------------------------
ATTEST
/s/ T. J. Bondy
- ---------------------------------
Its: Secretary
-----------------------------
-3-
<PAGE> 1
EXHIBIT 4.7
THIRD AMENDMENT
OF
NORTHWESTERN STEEL AND WIRE COMPANY
HOURLY EMPLOYEES' 401(k) SAVINGS PLAN
(As Amended and Restated Effective as of January 1, 1993)
WHEREAS, Northwestern Steel and Wire Company, an Illinois corporation
(the "company"), maintains the Northwestern Steel and Wire Company Hourly
Employees' 401(k) Savings Plan (As Amended and Restated Effective as of January
1, 1993) (the "plan"); and
WHEREAS, the plan has been amended, and further amendment of the plan
now is considered desirable;
NOW, THEREFORE, by virtue of the power reserved to the company under
subsection 12.1 of the plan, and in exercise of the authority delegated to the
undersigned officers of the company by resolution of its Board of Directors, the
plan, as amended, is hereby further amended in the following particulars:
1. Effective as of January 1, 1997, by substituting the following for
subsection 2.4 of the plan:
"2.4. Leased Employees and Independent Contractors. Only
common-law employees of the employers are eligible to participate in
the plan. Leased employees and independent contractors are not eligible
to participate in the plan. A 'leased employee' means any person who is
not an employee of an employer, but who has provided services to the
employer under the employer's primary direction and control on a
substantially full-time basis for a period of at least one year,
pursuant to an agreement between the employer and a leasing
organization. Except as
<PAGE> 2
provided below, no benefits shall be provided, or service credited,
under this plan on a retroactive basis to any person who has performed
services for an employer as an independent contractor or as a leased
employee (whether or not described in this subsection), even if such
person subsequently becomes a common-law employee of an employer (or is
deemed, by a government agency, court, or other third-party, to have
been a common-law employee of an employer). If a leased employee is
subsequently employed by an employer as an eligible employee, the
period during which the leased employee performed services for the
employer as a leased employee will be taken into account for purposes
of subsections 2.1 and 8.1, unless (i) such leased employee was a
participant in a money purchase pension plan maintained by the leasing
organization that provides a non-integrated employer contribution rate
of at least 10 percent of earnings, immediate participation for all
employees and full and immediate vesting, and (ii) leased employees do
not constitute more than 20 percent of the employer's nonhighly
compensated workforce."
2. Effective as of July 15, 1998, by substituting the following for
subsection 2.4 of the plan:
"2.4. Leased Employees and Independent Contractors. Only
common-law employees of the employers are eligible to participate in
the plan. Leased employees and independent contractors are not eligible
to participate in the plan. A 'leased employee' means any person who
has provided services to an employer pursuant to an agreement between
the employer and a leasing organization. No benefits shall be provided,
or service credited, under this plan on a retroactive basis to any
person who has performed services for an employer as a leased employee
or an independent contractor, even if such person subsequently becomes
a common-law employee of an employer (or is deemed, by a government
agency, court, or other third-party, to have been a common-law employee
of an employer). Notwithstanding the immediately preceding sentence, if
a person who has performed services for an employer as a leased
employee or an independent contractor is hired as a common-law employee
of an employer, the period during which such person performed services
for the employer as a leased employee or an independent contractor will
be taken into account for purposes of subsections 2.1 and 8.1."
-2-
<PAGE> 3
3. Effective as of December 12, 1994, by adding the following new
subsection 2.7 to the plan immediately after subsection 2.6 thereof:
"2.7. Qualified Military Service. Notwithstanding any
provision of this plan to the contrary, contributions, benefits, and
service credit with respect to qualified military service will be
provided in accordance with Code Section 414(u)."
4. Effective as of January 4, 1997, by substituting the number
"eighteen" for number "fifteen" where the latter number appears in the first
sentence of subsection 3.1 of the plan.
5. Effective as of January 3, 1998, by substituting the following
sentence for the first sentence of subsection 3.1 of the plan:
"Each participant may elect to defer payment of from one to twenty-two
percent of his earnings (as defined in subsection 3.5), in multiples of
one percent, and to have such amount withheld from the participant's
earnings and contributed to the plan on his behalf by his employer."
6. Effective as of January 1, 1996, by substituting the following two
sentences for the fourth, fifth, sixth, seventh, and eighth sentences of
subsection 3.1 of the plan:
"If a participant elects not to make elective contributions after he
first becomes a participant, such participant may commence elective
contributions beginning with the first payroll period of any subsequent
calendar month. In accordance with rules established by the General
Pension Board, a participant may elect to change the rate of his
contributions or suspend or resume such contributions (but not
retroactively), within the limits specified above."
7. Effective as of January 1, 1998, by substituting the following
sentences for the first three sentences of subsection 3.3 of the plan:
-3-
<PAGE> 4
"Each participant may elect to defer payment of from five to one
hundred percent, in multiples of five percent, of his profit sharing
bonus (if any) paid to him during a plan year and to have such
percentage withheld from his profit sharing bonus and contributed to
the plan on his behalf by his employer. Such pre-tax contributions
shall be known as 'profit sharing bonus deferral contributions. A
participant's 'profit sharing bonus' shall mean the amount (if any)
paid to the participant under an employer's profit sharing bonus
program, gain sharing program, or other similar program (if any)."
8. Effective as of January 1, 1998, by substituting the following
sentence for the fourth sentence of subsection 3.3 of the plan:
"Each election under this subsection shall be made at such time, in
such manner, and in accordance with such rules as the General Pension
Board determines."
9. Effective as of January 4, 1997, by substituting the number
"eighteen" for the number "fifteen" where the latter number appears in
subsection 3.4 of the plan.
10. Effective as of January 3, 1998, by substituting the number
"twenty-two" for the number "eighteen" where the latter number appears in
subsection 3.4 of the plan.
11. Effective as of January 1, 1993, by substituting the following
sentence for the first sentence of subsection 3.5 of the plan:
"Except as otherwise provided below, a participant's 'earnings' means
his total cash compensation for services rendered to an employer as an
employee, including overtime, shift premium, holiday pay, vacation pay,
pay in lieu of vacation, back pay, retirement incentives, retirement
incentive bonuses, and the amount of compensation that, but for the
participant's elective contributions, would be payable to the
participant by his employer, but excluding any gain on the exercise of
stock options, any other stock-based compensation, and the amount of a
participant's profit sharing bonus and profit sharing bonus deferral
contributions (if any)."
-4-
<PAGE> 5
12. Effective as of January 1, 1997, by deleting the last two sentences
of subsection 3.5 of the plan.
13. Effective as of July 1, 1996, by substituting the following for
subsection 6.2 of the plan:
"6.2. Accounting Dates. 'Accounting date' shall mean each day the
value of the investment funds or of company shares is adjusted for
contributions, withdrawals, distributions, earnings, gains, or losses.
It is anticipated that the investment funds and company shares will be
valued as of each day on which the New York Stock Exchange is open for
trading and the trustee is open for business."
14. Effective as of July 1, 1996, by substituting the phrase
"accounting date" for the phrase "accounting period" or for the phrase "regular
accounting date" each place either of the latter phrases appears in the plan.
15. Effective as of January 1, 1998, by substituting the following
sentence for the second sentence of subsection 6.7 of the plan:
"The amount to be invested in an investment fund or in company shares
must be in such percentages as the General Pension Board shall
determine from time to time."
16. Effective as of July 1, 1996, by substituting the following
sentence for the last sentence of subsection 6.9 of the plan:
"Any such conversion or reallocation of company shares shall be based
on the fair market value of such shares on the accounting date as of
which such conversion or reallocation takes place or on the average of
the fair market value of such shares if such shares are liquidated or
reallocated over more than one accounting date."
-5-
<PAGE> 6
17. Effective as of January 1, 1998, by substituting the following
two sentences for the first sentence of subsection 7.1 of the plan:
"For each limitation year, the 'annual addition' (as defined below) to
a participant's accounts under the plan shall not exceed the lesser of
$30,000 (as adjusted from time to time pursuant to Code Section 415(d))
or 25 percent of the participant's compensation (as defined in Treasury
Regulations Section 1.415-2(d)) during that limitation year. For
purposes of this subsection, the term 'compensation' shall include any
elective deferrals (as defined in Code Section 402(g)(3)) made by the
participant and any amount that is contributed or deferred by an
employer at the participant's election and that is not includible in
the gross income of the participant by reason of Code Section 125."
18. Effective as of January 1, 1996, by adding the following sentence
to subsection 7.1 of the plan immediately after the sixth sentence thereof:
"If any additional (after tax) contributions, elective contributions,
or profit sharing bonus deferral contributions are paid to a
participant under this subsection, the income allocable to such
contributions also shall be paid to the participant."
19. Effective January 1, 2000, by substituting the following for
subsection 7.2 of the plan:
"7.2. Deleted."
20. Effective January 1, 2000, by substituting the phrase "subsection
7.1" for the phrase "subsections 7.1 and 7.2" where the latter phrase appears in
subsection 7.3 of the plan.
21. Effective as of January 1, 1998, by substituting the figure
"$10,000" for the figure "$8,994" where the latter appears in subsection 7.4 of
the plan.
-6-
<PAGE> 7
22. Effective as of January 1, 1997, by substituting the following
sentence for the first sentence of subsection 7.5 of the plan:
"In no event shall the average deferral percentage (as defined below)
of the higher-compensated employees (as defined in subsection 7.6) for
any plan year exceed the greater of:
(a) the average deferral percentage of all other eligible
employees for the preceding plan year multiplied by
1.25; or
(b) the average deferral percentage of all other eligible
employees for the preceding plan year multiplied by
2.0; provided that the average deferral percentage of
the higher-compensated employees does not exceed that
of all other eligible employees by more than two
percentage points."
23. Effective as of January 1, 1997, by substituting the following two
sentences for the fourth sentence of subsection 7.5 of the plan:
"If for a plan year the elective contributions and profit sharing bonus
deferral contributions made on behalf of higher-compensated employees
exceed the foregoing limitations ('excess pre-tax contributions'), such
excess pre-tax contributions made by the higher-compensated employees
(and income thereon as determined in accordance with subsection 7.7)
will be refunded (in the order of their total elective and profit
sharing bonus contributions, beginning with the participant with the
highest amount of contributions), generally within two and one-half
months after the end of that plan year but in no event later than the
last day of the first plan year beginning after that plan year.
Employer matching contributions attributable to excess pre-tax
contributions distributed to a highly compensated participant will be
forfeited and, as determined by the General Pension Board, will be
applied to reduce future employer contributions under the plan or to
pay plan expenses (as provided in subsection 10.12)."
24. Effective as of January 1, 1997, by substituting the following for
subsection 7.6 of the plan:
-7-
<PAGE> 8
"7.6. Higher-Compensated Employee. A 'higher-compensated
employee' means an eligible employee who is a 'highly compensated
employee' as defined in Section 414(q) of the Code. Generally, a
higher-compensated employee shall be any eligible employee who:
(a) was a five-percent owner of an employer or any
controlled group member during the year or the
preceding year, or
(b) for the preceding year:
(i) had testing compensation from an employer or
any controlled group member in excess of
$80,000 (as adjusted), and
(ii) was in the top-paid 20% of employees.
For purposes of this subsection and subsection 7.5, the General Pension
Board shall determine the 'testing compensation' of each and every
eligible employee for a plan year under any definition of compensation
that satisfies the requirements of Section 414(s) of the Code and the
regulations thereunder."
25. Effective as of December 1, 1996, by substituting the following for
the first sentence of subsection 8.2 of the plan:
"Subject to the provisions of subsections 8.3 and 8.4, after a
participant's settlement date has occurred and pending distribution of
the participant's account balance, the participant's account will be
held under the plan and will be subject to adjustment under Section 6
until such time as all or the applicable portion of the participant's
account is liquidated in order to make a distribution or distributions
to the participant (or the participant's beneficiary).
The vested account balance of each participant whose
settlement date has occurred (or the participant's beneficiary in the
case of the death of the participant) shall be distributed in a single,
lump sum, unless the participant (or the participant's beneficiary)
elects payment in a series of substantially equal annual, semi-annual,
quarterly, or monthly installments (as elected by the participant or
the participant's beneficiary) over a period not exceeding the life
expectancy of the participant or the joint life expectancy of the
-8-
<PAGE> 9
participant and the participant's designated beneficiary. If such
beneficiary is not the participant's spouse and is more than ten years
younger than the participant, installments shall be paid over a period
not exceeding the joint life expectancy of the participant and a
beneficiary ten years younger than the participant. Pursuant to
procedures established by the General Pension Board, a participant (or
a beneficiary) who is receiving installment payments under this
subsection may elect to receive the remaining balance of the
participant's account in a single, lump sum payment. If, prior to the
complete distribution of participant's account balance, a participant
should die, then the remaining account balance shall be paid to the
beneficiary of the deceased participant.
Notwithstanding any other provision of this plan, if a
participant's vested account balance equals $3,500 ($5,000 after
December 31, 1997) or less at the participant's settlement date, the
participant (or the participant's beneficiary) shall receive an
immediate, lump sum payment of such amount. Such distribution shall be
made as soon as practicable following the participant's settlement
date.
The life expectancy of a participant, the participant's
spouse, or the participant's designated beneficiary shall be determined
at the time benefit payments commence by use of the expected return
multiples contained in the regulations under Code Section 72. The life
expectancy of the participant (or the joint life expectancies of the
participant and the participant's spouse) determined in accordance with
the foregoing may be recalculated annually if timely elected by the
participant. In the absence of such an election, life expectancies
shall not be recalculated."
26. Effective as of January 1, 1998, by substituting the following for
paragraph 8.2(e) of the plan:
"(e) Elections. An eligible distributee's election of a direct
rollover pursuant to this subsection 8.2 shall be made at such
time and in such manner as the General Pension Board shall
determine. The General Pension Board shall establish such
rules and procedures as it deems necessary to provide for
distributions by means of direct rollover."
-9-
<PAGE> 10
27. Effective as of January 1, 1997, by substituting the following for
the second and third sentences of subsection 8.3 of the plan:
"If a participant's vested account balance exceeds $3,500
($5,000 after December 31, 1997) at the participant's settlement date,
distributions may not be made to the participant without his consent.
Irrespective of any contrary provision of the plan,
distribution of a participant's account balance shall be made or shall
commence by April 1 of the calendar year next following the later of
(A) the calendar year in which the participant attains age 70-1/2 or
(B) the calendar year in which the participant's settlement date occurs
('required commencement date'); provided, however, that the required
commencement date of a participant who is a five-percent owner (as
defined in Code Section 416) of an employer or a controlled group
member in the calendar year in which the participant attains age 70-1/2
shall be April 1 of the calendar year next following the calendar year
in which the participant attains age 70-1/2. Notwithstanding the
foregoing, in accordance with such procedures as may be established by
the plan administrator, each participant may elect, after the
participant attains age 70-1/2, to receive or to commence distribution
of the participant's account balance (in one of the forms listed in
subsection 8.2), irrespective of whether the participant is then
employed by an employer or a controlled group member."
28. Effective as of January 1, 1997, by deleting the word "written"
where such word appears in the second sentence of subsection 8.5 of the plan.
29. Effective as of December 12, 1994, by adding the following new
paragraph (f) to the plan immediately after paragraph (e) of subsection 8.5
thereof:
"(f) Loan repayments will be suspended under the plan as permitted
under Code Section 414(u)(4)."
30. Effective as of January 1, 1997, by adding the following new
paragraphs (g) and (h) to the plan immediately after paragraph (f) of subsection
8.5 thereof:
-10-
<PAGE> 11
"(g) A participant may have no more than one loan outstanding at
any time.
(h) A participant may prepay the entire outstanding balance of a
loan and accrued interest thereon at any time; partial
prepayments may not be made."
31. Effective as of January 1, 1998, by substituting the following two
sentences for the first and second sentences of subsection 8.7 of the plan:
"Each participant and each designated beneficiary must inform the
General Pension Board from time to time, in the manner permitted by the
General Pension Board, of his post office address and each change of
post office address. If a participant dies before he receives all of
his account balances, his beneficiary must inform the General Pension
Board, in the manner permitted by the General Pension Board, of any
change in the beneficiary's post office address."
32. Effective as of January 1, 1998, by substituting the phrase
"provided to" for the phrase "filed with" where the latter phrase appears in the
third sentence of subsection 8.7 of the plan.
33. Effective as of January 1, 1993, by substituting the following for
paragraphs (b) and (c) of subsection 8.8 of the plan:
"(b) Unreimbursed expenses for medical care described in Section
213(d) of the Code previously incurred by the participant, his
spouse, or any dependent of the participant (as defined in
Section 152 of the Code) or unreimbursed expenses necessary
for such person or persons to obtain medical care described in
Code Section 213(d);
(c) Payment of the next twelve months of post-secondary tuition
expenses and room and board expenses for the participant, the
participant's spouse, or the participant's dependents; or"
-11-
<PAGE> 12
34. Effective as of January 1, 1998, by substituting the following
sentence for the last sentence of subsection 8.8 of the plan:
"Each such election shall be made at such time and in such manner as
the General Pension Board shall determine and shall be effective in
accordance with such rules as the General Pension Board shall establish
from time to time."
35. Effective as of January 1, 1998, by adding the following new
subsection 8.10 to the plan immediately after subsection 8.9 thereof:
"8.10. Immediate Distributions to Alternate Payees. The
General Pension Board shall direct the trustee to distribute the amount
of a participant's benefits assigned to an alternate payee under a
qualified domestic relations order (as defined in Section 414(p) of the
Code) on the earliest date specified in such qualified domestic
relations order or elected by the alternate payee in accordance with
such qualified domestic relations order, without regard to whether such
distribution is made or commences prior to the participant's earliest
retirement age (as defined in Section 414(p)(4)(B) of the Code)."
36. Effective as of August 1, 1996, by substituting the following for
subsection 9.1 of the plan:
"9.1. Plan Administrator. The plan administrator shall be
responsible for the administration of the plan. The General Pension
Board, a joint company-union board, shall be the plan administrator.
Three members of the General Pension Board are appointed by the Board
of Directors of the company, and three members are appointed by the
United Steel Workers of America ('USWA'). The company or the USWA may,
in its discretion, remove any of its respective three members from the
General Pension Board and may appoint a new member to fill a vacancy.
The company or the USWA shall notify the other party in writing of the
members or replacements it has appointed before such a member or
replacement may serve on the General Pension Board and before such
appointment shall become effective."
-12-
<PAGE> 13
37. Effective as of January 1, 1998, by substituting the following for
that portion of subsection 9.2 of the plan that precedes paragraph (a) thereof:
"9.2. Plan Administrator's General Powers, Rights, and Duties.
Except as otherwise specifically provided in the plan, and in addition
to the powers, rights, and duties specifically given to the General
Pension Board elsewhere in the plan and the trust agreement, the
General Pension Board shall have the following powers, rights, and
duties, to be exercised in the sole and absolute discretion of the
General Pension Board:"
38. Effective as of January 1, 1993, by substituting the following for
the first sentence of subsection 10.1 of the plan:
"At least once a year, or more frequently as the General Pension Board
may determine, each participant will be furnished with a statement
reflecting the condition of his accounts in the plan as of that date."
39. Effective as of January 1, 1996, by adding the following new
subsection 10.12 immediately after subsection 10.11 thereof:
"10.12. Administrative Expenses. At the direction of the
General Pension Board, all reasonable and necessary costs and expenses
incurred by the company, the General Pension Board, and the trustee in
the administration of the plan and trust may be paid from the trust
fund to the extent not paid by the employers. Any expenses paid from
the trust fund shall be charged against (a) forfeitures, (b)
participants' accounts in the form of either a flat fee or a percentage
of the value of each account, or (c) the earnings or gains in each
investment fund or in company shares. Expenses directly related to the
investment of a particular investment fund or to company shares (such
as brokerage, postage, transfer stamps) shall be paid from that fund or
company shares."
40. Effective as of January 1, 1998, by adding the following new
subsection 10.13 to the plan immediately after subsection 10.12 thereof:
-13-
<PAGE> 14
"10.13. Elections. Each election, request, or application
required or permitted to be made by a participant (or a participant's
beneficiary or an alternate payee under a qualified domestic relations
order) shall be made at such time and in such manner as determined
under rules and procedures established by the General Pension Board.
Each election, request, or application required or permitted to be made
by a participant (or a participant's beneficiary or an alternate payee
under a qualified domestic relations order) shall be effective as
determined by the General Pension Board."
41. Effective as of August 1, 1996, by substituting the following for
paragraphs A-4, A-5, and A-6 of Supplement A of the plan:
"A-4. Employer Nonelective Contributions. Effective August 1,
1996, the company shall cease to make employer nonelective
contributions on behalf of Illinois participants.
A-5. Employer Matching Contributions. Effective August 1,
1996, the company shall cease to make employer matching contributions
on behalf of Illinois participants.
A-6. Vesting. Effective August 1, 1996, each Illinois
participant shall be fully vested in the participant's accounts."
42. Effective as of January 1, 1996, by substituting the following for
the first sentence of paragraph A-7 of Supplement A of the plan:
"At the General Pension Board's direction, forfeitures arising under
this Supplement A shall be applied to pay administrative expenses as
provided in subsection 10.12 of the plan or to reduce employer
nonelective contributions and employer matching contributions otherwise
required under the plan and this Supplement A in the plan year in which
the Illinois participant's settlement date occurs or as soon as
practicable thereafter."
43. Effective as of November 3, 1996, by substituting the following for
paragraphs B-4, B-5, and B-6 of Supplement B of the plan:
-14-
<PAGE> 15
"B-4. Employer Nonelective Contributions. Effective November
3, 1996, the company shall cease to make employer nonelective
contributions on behalf of UPGWA participants.
B-5. Employer Matching Contributions. Effective November 3,
1996, the company shall cease to make employer matching contributions
on behalf of UPGWA participants.
B-6. Vesting. Effective November 3, 1996, each UPGWA
participant shall be fully vested in the participant's accounts."
44. Effective as of January 1, 1996, by substituting the following for
the first sentence of paragraph B-7 of Supplement B of the plan:
"At the General Pension Board's direction, forfeitures arising under
this Supplement B shall be applied to pay administrative expenses as
provided in subsection 10.12 of the plan or to reduce employer
nonelective contributions and employer matching contributions otherwise
required under the plan and this Supplement B in the plan year in which
the UPGWA participant's settlement date occurs or as soon as
practicable thereafter."
45. Effective as of August 1, 1996, by adding the following sentence as
the last sentence of paragraph D-4 of Supplement D of the plan:
"For purposes of this paragraph D-4 only, a Houston participant shall
include employees employed by the Houston Shipping Department."
46. Effective as of August 1, 1996, by substituting the following for
the second sentence of paragraph D-5 of Supplement D of the plan:
"Effective August 1, 1996, for each such payroll period, the Texas
corporation shall contribute to the plan on behalf of each Houston
participant an amount equal to $.50 for each hour actually worked by
the Houston participant during that payroll period."
-15-
<PAGE> 16
47. Effective as of June 5, 1997, by adding the following at the end of
paragraph D-7 of Supplement D of the plan:
"Notwithstanding any other provision of this Supplement D, each Houston
participant who terminates employment for any reason on or after June
5, 1997, shall be fully vested in his employer nonelective contribution
account."
48. Effective as of January 1, 1996, by substituting the following for
the first sentence of paragraph D-8 of Supplement D of the plan:
"At the General Pension Board's direction, forfeitures arising under
this Supplement D shall be applied to pay administrative expenses as
provided in subsection 10.12 of the plan or to reduce employer
nonelective contributions and employer matching contributions otherwise
required under the plan and this Supplement D in the plan year in which
the Houston participant's settlement date occurs or as soon as
practicable thereafter."
49. Effective as of July 1, 1998, by substituting the following for
Supplement D of the plan:
"SUPPLEMENT D
TO
NORTHWESTERN STEEL AND WIRE COMPANY
HOURLY EMPLOYEES' 401(k) SAVINGS PLAN
(As Amended and Restated Effective as of January 1, 1993)
SPECIAL PROVISIONS RELATING TO
HOURLY EMPLOYEES OF HOUSTON, TEXAS
DELETED EFFECTIVE AS OF JULY 1, 1998."
-16-
<PAGE> 17
50. Effective as of March 30, 1998, by adding the following new
Supplement F to the plan immediately after Supplement D thereof:
"SUPPLEMENT F
TO
NORTHWESTERN STEEL AND WIRE COMPANY
HOURLY EMPLOYEES' 401(k) SAVINGS PLAN
(As Amended and Restated Effective as of January 1, 1993)
SPECIAL PROVISIONS RELATING TO
HOURLY EMPLOYEES OF KENTUCKY CORPORATION
F-1. Covered Employees. Effective as of March 30, 1998,
Northwestern Steel and Wire Company-Kentucky, a Delaware corporation
(the 'Kentucky corporation'), adopted the plan for the benefit of its
eligible employees. The provisions of this Supplement F apply to
eligible employees and participants in the plan who are employed by the
Kentucky corporation. An eligible employee covered under this
Supplement F shall be referred to as a 'Kentucky eligible employee'
(collectively, 'Kentucky eligible employees'), and a participant
covered under this Supplement F shall be referred to as a 'Kentucky
participant' (collectively, 'Kentucky participants').
F-2. Use of Terms. Each term used in this Supplement F, unless
otherwise defined herein, shall have the same meaning assigned to such
term under the plan.
F-3. Eligibility to Participate. For purposes of subsection
2.1 of the plan and except as otherwise provided therein, each employee
of the Kentucky corporation who is compensated on an hourly basis shall
be a Kentucky eligible employee. Each Kentucky eligible employee (other
than a Kentucky eligible employee who is classified as summer help or
part-time) is eligible to participate in the plan commencing on such
Kentucky eligible employee's date of hire.
F-4. Participant Contributions. Beginning March 31, 1998,
Kentucky participants may make elective contributions, additional
(after tax) contributions, or profit sharing bonus deferral
contributions to the plan.
-17-
<PAGE> 18
F-5. Earnings. A Kentucky participant's 'earnings' for
purposes of determining contributions under the plan means the Kentucky
participant's earnings as determined under subsection 3.5 of the plan,
except that such participant's earnings shall include the amount of
compensation that, but for the participant's pre-tax contributions
under an arrangement that satisfies Section 125 of the Code, would be
payable to the participant by his employer.
F-6. Vesting. Each Kentucky participant shall be fully vested
in the participant's accounts.
F-7. Transfer from Salaried Plan. On March 30, 1998, the
accounts (and related trust fund assets) of participants in the
Northwestern Steel and Wire Company 401(k) Salary Deferral Plan (the
'Salaried Plan') who were hourly employees of the Kentucky corporation
on that date were transferred to this plan, and, subject to Section
411(d)(6) of the Code and the regulations thereunder, shall be held
under this plan pursuant to the terms of this plan. Beginning March 31,
1998, all contributions made by or on behalf of hourly employees of the
Kentucky corporation shall be made to this plan and not to the Salaried
Plan. Prior to December 7, 1997, the Kentucky corporation made employer
nonelective and employer matching contributions to the Salaried Plan on
behalf of Kentucky participants; such contributions shall be made to
this plan only if such contributions are required under a collective
bargaining agreement with the Kentucky corporation. If a Kentucky
participant who terminated employment prior to December 6, 1997, is
reemployed by an employer, the provisions of paragraph D-11 of
Supplement D of the Salaried Plan shall apply to such participant."
IN WITNESS WHEREOF, the undersigned duly authorized officers of the
-18-
<PAGE> 19
company have caused the foregoing amendment to be executed this 27 day of
August, 1998.
NORTHWESTERN STEEL AND WIRE
COMPANY, an Illinois corporation
By: /s/ T.A. Gildehaus
-----------------------------------
Its: CEO
----------------------------------
ATTEST:
/s/ T.J. Bondy
- ----------------------------------
Its: SECRETARY
------------------------------
-19-
<PAGE> 1
EXHIBIT 4.9
FIRST AMENDMENT
OF
NORTHWESTERN STEEL AND WIRE COMPANY
401(k) SALARY DEFERRAL PLAN
(As Amended and Restated Effective as of January 1, 1993)
WHEREAS, Northwestern Steel and Wire Company, an Illinois corporation
(the "company"), maintains the Northwestern Steel and Wire Company 401(k) Salary
Deferral Plan (As Amended and Restated Effective as of January 1, 1993) (the
"plan"); and
WHEREAS, the company now considers it desirable to amend the plan;
NOW, THEREFORE, by virtue of the power reserved to the company under
subsection 12.1 of the plan, and in exercise of the authority delegated to the
undersigned officers of the company by resolution of its Board of Directors, the
plan hereby is amended in the following particulars:
1. Effective as of January 1, 1993, by redesignating subsection 3.4 of
the plan as subsection 3.5 thereof; and by substituting the reference "3.5"
for the reference "3.4" each place the latter appears in the following:
subsections 3.1, 3.2, and 3.5 (as redesignated) of the plan; subparagraph A-4(c)
and paragraph A-5 of Supplement A of the plan; and paragraph B-4 of Supplement B
of the plan.
<PAGE> 2
2. Effective as of January 1, 1993, by adding the following as
subsection 3.4 of the plan:
"3.4. Combined Limitation on Elective Contributions and
Voluntary Contributions. Notwithstanding any contrary provision of the
plan or of any supplement to the plan, a participant may not elect, for
any plan year, to make elective contributions and voluntary
contributions, on a combined basis, of more than fifteen percent of the
participant's earnings (as defined in subsection 3.5)."
3. Effective as of January 1, 1993, by substituting "8.6" for "7.6"
where the latter appears in subsection 5.2 of the plan.
4. Effective as of November 19, 1993, by adding the following new
paragraph B-12 to Supplement B to the plan:
"B-12. Former Employees of Marias Industries, Inc. With respect to
Marias employees (as defined below), the terms and provisions of this
paragraph B-12 shall govern notwithstanding any other provision of the
plan or this Supplement B to the contrary. 'Marias employees' are
salaried employees of the Texas corporation who became employees of the
Texas corporation on November 19, 1993, in connection with a
transaction between the Texas corporation and Marias Industries, Inc.
Marias employees shall not be eligible to elect to make salary deferral
contributions, profit sharing bonus deferral contributions, or
voluntary contributions, nor shall Marias employees be eligible to
share in employer nonelective contributions or employer matching
contributions."
5. Effective as of January 1, 1993, by adding the following Supplement
C to the plan immediately after Supplement B thereof:
-2-
<PAGE> 3
"SUPPLEMENT C
Special Rules Applicable When Plan Is Top-Heavy
C-1. Purpose and Effect. The purpose of this Supplement C is to comply
with the requirements of Section 416 of the Code. The provisions of this
Supplement C shall be effective for each plan year in which the plan is a
'top-heavy plan' within the meaning of Section 416(g) of the Code.
C-2. Top-Heavy Plan. In general, the plan will be a top-heavy plan for
any plan year if, as of the last day of the preceding plan year, (the
'determination date'), the aggregate account balances of participants who are
key employees (as defined in Section 416(i)(1) of the Code) exceed 60 percent of
the aggregate account balances of all participants. In making the foregoing
determination, the following special rules shall apply:
(a) A participant's account balance shall be increased by
the aggregate distributions, if any, made with
respect to the participant during the 5-year period
ending on the determination date.
(b) The account balance of a participant who was
previously a key employee, but who is no longer a key
employee, shall be disregarded.
(c) The accounts of a beneficiary of a participant shall
be considered accounts of the participant.
(d) The account balance of a participant who has not
performed services for the employers at any time
during the 5-year period ending on the determination
date shall be disregarded.
C-3. Key Employee. In general, a 'key employee' is an employee who, at
any time during the 5-year period ending on the determination date, is:
(a) an officer of the employers receiving annual
compensation from the employers greater than 50% of
the limitation in
-3-
<PAGE> 4
effect under Section 415(b)(1)(A) of the Code;
provided, that for purposes of this subparagraph (a),
no more than 50 employees of the employers (or if
lesser, the greater of 3 employees or 10 percent of
the employees) shall be treated as officers;
(b) an employee receiving annual compensation from the
employers of more than the limitation in effect under
Section 415(c)(1)(A) of the Internal Revenue Code and
owning more than a one-half percent interest in the
employers; provided that, if there are more than ten
such employees, only the ten owning the largest
interests shall be treated as key employees;
(c) a 5 percent owner of an employer; or
(d) a 1 percent owner of an employer receiving annual
compensation from the employers of more than
$150,000.
C-4. Minimum Employer Contribution. For any plan year in which the plan
is a top-heavy plan, the employer contribution credited to each participant who
is not a key employee shall not be less than 3 percent of such participant's
compensation (as defined in subsection 7.1) for that year. In no event, however,
shall the employer contribution credited in any year to a participant who is not
a key employee (expressed as a percentage of such participant's compensation)
exceed the maximum employer contribution credited in that year to a key employee
(expressed as a percentage of such key employee's compensation).
C-5. Aggregation of Plans. In accordance with Section 416(g)(2) of the
Code, other plans maintained by the employers may be required or permitted to be
aggregated with this plan, for purposes of determining whether the plan is a
top-heavy plan. Any plan maintained by the employers in which a key employee
participates and any plan which enables the plan to meet the requirements of
Section 401(a)(4) or 410 of the Code will be required to be aggregated with the
plan. Any other plans maintained by the employers may be permitted to be
aggregated with the plan as long as the plans, if aggregated, continue to meet
the requirements of Sections 401(a)(4) and 410 of the Code.
-4-
<PAGE> 5
C-6. No Duplication of Benefits. If the employers maintain more than
one plan, the minimum employer contribution otherwise required under paragraph
C-4 above may be reduced or may be increased in accordance with regulations of
the Secretary of the Treasury to prevent inappropriate duplication or omission
of minimum benefits or contributions.
C-7. Adjustment of Combined Benefit Limitations. For any plan year in
which the plan is a top-heavy plan, the determination of the defined
contribution plan fraction and defined benefit plan fraction under subsection
7.2 of the plan shall be adjusted in accordance with the provisions of Section
416(h) of the Code.
C-8. Use of Terms. All terms and provisions of the plan shall apply to
this Supplement C, except that where the terms and provisions of the plan and
this Supplement C conflict, the terms and provisions of this Supplement C shall
govern."
IN WITNESS WHEREOF, the undersigned duly authorized officers of the
company have caused the foregoing amendment to be executed this 31 day of
December, 1994.
NORTHWESTERN STEEL AND WIRE
COMPANY, an Illinois corporation
By /s/ R.N. Gurnitz
---------------------------
Its President
---------------------------
ATTEST:
/s/ E.C. Maris
- -------------------------------
Its SRVP/CEO
--------------------------
-5-
<PAGE> 1
EXHIBIT 4.10
SECOND AMENDMENT
OF
NORTHWESTERN STEEL AND WIRE COMPANY
401(k) SALARY DEFERRAL PLAN
(As Amended and Restated Effective as of January 1, 1993)
WHEREAS, Northwestern Steel and Wire Company, an Illinois corporation
(the "company"), maintains the Northwestern Steel and Wire Company 401(k) Salary
Deferral Plan (As Amended and Restated Effective as of January 1, 1993) (the
"plan"); and
WHEREAS, the plan has been amended, and further amendment of the plan,
as amended, now is considered desirable;
NOW, THEREFORE, by virtue of the power reserved to the company under
subsection 12.1 of the plan, and in exercise of the authority delegated to the
undersigned officers of the company by resolution of its Board of Directors, the
plan, as amended, is hereby further amended, effective as of November 20, 1995,
by adding the following Supplement D to the plan immediately after Supplement C
thereof:
"SUPPLEMENT D
TO
NORTHWESTERN STEEL AND WIRE COMPANY
401(k) SALARY DEFERRAL PLAN
(As Amended and Restated Effective as of January 1, 1993)
SPECIAL PROVISIONS RELATING TO
EMPLOYEES OF KENTUCKY CORPORATION
<PAGE> 2
D-1. Covered Employees. Effective as of November 20, 1995,
Northwestern Steel and Wire Company - Kentucky, a Delaware corporation
(the 'Kentucky corporation'), adopted the plan for the benefit of its
eligible employees. The provisions of this Supplement D apply to
eligible employees and participants in the plan who are employed by the
Kentucky corporation. An eligible employee covered under this
Supplement D shall be referred to as a 'Kentucky eligible employee'
(collectively, 'Kentucky eligible employees'), and a participant
covered under this Supplement D shall be referred to as a 'Kentucky
participant' (collectively, 'Kentucky participants').
D-2. Use of Terms. Each term used in this Supplement D, unless
otherwise defined herein, shall have the same meaning assigned to such
term under the plan.
D-3. Eligibility to Participate. For purposes of subsection
2.1 of the plan and except as otherwise provided therein, each employee
of the Kentucky corporation (whether paid on a salaried or hourly
basis) shall be a Kentucky eligible employee. Each Kentucky eligible
employee (other than a Kentucky eligible employee who is classified as
summer help or part-time) is eligible to participate in the plan
commencing on such Kentucky eligible employee's date of hire.
D-4. Commencement of Participant Contributions. Kentucky
participants may make salary deferral contributions and/or voluntary
contributions to the plan commencing on a date specified by the
company.
D-5. Earnings. A Kentucky participant's 'earnings' for
purposes of determining contributions under the plan means the Kentucky
participant's total cash compensation for services rendered to the
Kentucky Corporation as an employee, including the amount of
compensation that, but for the participant's salary deferral
contributions or pre-tax contributions under an arrangement that
satisfies Section 125 of the Code, would be payable to the participant
by his employer, but excluding all bonuses, commissions, retirement
incentives, profit sharing bonuses, and profit sharing bonus deferral
contributions (if any).
D-6. Employer Nonelective Contributions. For each payroll
period, the Kentucky corporation shall make an employer nonelective
contribution (under subsection 4.2 of the plan) on behalf of each
Kentucky participant in an amount equal to 2 percent of the Kentucky
participant's earnings for such payroll period.
D-7. Employer Matching Contributions. For each payroll period,
the Kentucky corporation shall make employer matching
-2-
<PAGE> 3
contributions (under subsection 4.3 of the plan) on behalf of each
Kentucky participant who elects to make salary deferral contributions
under subsection 3.1 of the plan for that payroll period in an amount
equal to 60 percent of the earnings that such Kentucky participant
elects to contribute the plan as salary deferral contributions for that
payroll period (disregarding amounts contributed in excess of 5 percent
of a Kentucky participant's earnings).
D-8. Vesting. Each Kentucky participant shall at all times
have a fully vested and nonforfeitable right to the balances in his
salary deferral contribution, employee contribution, profit sharing
bonus deferral, and rollover accounts (collectively, his 'employee
accounts') under the plan. The following rules shall apply in
determining the vested portion of a Kentucky participant's employer
nonelective contribution account and employer matching contribution
account (collectively, his 'employer accounts'):
(a) Age 65. A Kentucky participant shall at all times
have a fully vested and nonforfeitable right to the
balance in his employer accounts on and after the
date he attains age 65. If a Kentucky participant
terminates employment with the employers on or after
attaining age 65, the balances in the Kentucky
participant's employer accounts and employee accounts
determined under subsection 8.2 of the plan shall be
distributed to the Kentucky participant, or to his
beneficiary in the event of his death, in accordance
with subsection 8.2.
(b) Disability. If a Kentucky participant's employment
with the employers is terminated as the result of
disability (as defined below), the balance in the
Kentucky participant's employer accounts determined
under subsection 8.2 of the plan shall be
nonforfeitable and shall be distributed (along with
the balances in his employee accounts) to the
Kentucky participant, or to his beneficiary in the
event of his death, in accordance with subsection
8.2. For purposes of the plan, 'disability' means the
inability to engage in any substantial gainful
activity by reason of a medically determinable
impairment expected to last at least 12 months or to
end in death, as defined in Section 22(e)(3) of the
Code and Title II and Title XVI of the Social
Security Act.
-3-
<PAGE> 4
(c) Death. If a Kentucky participant dies while in the
employ of an employer or a controlled group member,
the balance in the Kentucky participant's employer
accounts determined under subsection 8.2 of the plan
shall be nonforfeitable and shall be distributed to
the Kentucky participant's designated beneficiary
(along with the balances in his employee accounts) in
accordance with subsection 8.2.
(d) Termination of Employment Prior to Age 65,
Disability, or Death. If a Kentucky participant
terminates employment with the employers and the
controlled group members prior to attaining age 65 or
prior to terminating employment by reason of
disability or death, the vested portion of the
balance in the Kentucky participant's employer
accounts (as determined in accordance with subsection
8.2) shall be determined in accordance with the
following schedule:
<TABLE>
<CAPTION>
Years of Vested
Service Percentage
------- ----------
<S> <C>
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>
The resulting vested amount in the Kentucky
participant's employer accounts (along with the
balances in his employee accounts) will be
distributable to him (or to his beneficiary in the
event of his death) in accordance with subsection
8.2. Any nonvested amounts in the Kentucky
participant's employer accounts will be forfeited and
will be applied in accordance with paragraph D-9
below.
For purposes of this Supplement D, 'years of service'
means each 12-month period of service measured from
the date the Kentucky participant first performs an
hour of service with an employer or with a controlled
group member until the date the Kentucky
participant's employment with the
-4-
<PAGE> 5
employers and the controlled group members terminates for
any reason.
D-9. Forfeitures. Forfeitures arising under subparagraph
D-8(d) above shall be applied to reduce employer nonelective and
matching contributions otherwise required under the plan and this
Supplement D in the plan year in which the Kentucky participant's
settlement date occurs or as soon as practicable thereafter. If the
Kentucky participant is reemployed by an employer or a controlled group
member before he incurs five consecutive one-year breaks in service,
paragraph D-11 shall apply.
D-10. Reemployment. The years of service accrued prior to
termination of employment by a Kentucky participant (or by a Kentucky
eligible employee who is not a Kentucky participant) shall be
reinstated upon reemployment with an employer or a controlled group
member. However, in no event shall years of service occurring after a
Kentucky participant incurs five consecutive one-year breaks in service
(as defined in paragraph D-12) be used to determine the nonforfeitable
amount of the Kentucky participant's employer accounts as of a prior
settlement date.
D-11. Reinstatement of Forfeitures. If a Kentucky participant
whose employment had terminated with the employers and the controlled
group members for any reason before the Kentucky participant was
entitled to the full balance in his employer accounts is reemployed by
an employer or a controlled group member before incurring five
consecutive one-year breaks in service (as defined in paragraph D-12),
the Kentucky participant may repay to the trustee the total amount
distributed to the Kentucky participant from his employer accounts as a
result of such earlier termination of employment. Such repayment must
be made before the earlier of (i) the fifth anniversary of the Kentucky
participant's date of reemployment by an employer or a controlled group
member or (ii) the date the Kentucky participant incurs five
consecutive one-year breaks in service commencing after the
distribution. If a Kentucky participant makes such a repayment to the
trustee, the amount of the repayment shall be credited to his employer
accounts and the previously forfeited amounts that resulted from his
earlier termination of employment (unadjusted for subsequent gains or
losses) shall be credited to his employer accounts as of the regular
accounting date coincident with or next following the date of
repayment. Forfeitures to be credited to Kentucky participants'
employer accounts as of an accounting date under this paragraph D-11
shall be drawn first from forfeitures then outstanding and then, if
necessary, from special employer contributions made for this purpose.
-5-
<PAGE> 6
D-12. One-Year Break in Service. A 'one-year break in service'
means each 12-month period beginning on the date a Kentucky participant
terminates employment with the employers and the controlled group
members and each anniversary thereof during which the Kentucky
participant does not perform at least one hour of service for an
employer or a controlled group member. For the purpose of determining
whether or not a one-year break in service occurs, if a Kentucky
participant commences a maternity or paternity absence (as defined
below) and the Kentucky participant terminates employment with the
employers and the controlled group members during such absence, the
Kentucky participant shall not incur a one-year break in service until
the later to occur of the third anniversary of the date such maternity
or paternity absence began or the first anniversary of the date the
Kentucky participant's termination of employment with the employers and
the controlled group members. 'Maternity or paternity' absence means a
Kentucky participant's absence from work because of the pregnancy of
the Kentucky participant or the birth of a child of the Kentucky
participant, the placement of a child with the Kentucky participant in
connection with the adoption of such child by the Kentucky participant,
or for purposes of caring for the child immediately following such
birth or placement. The General Pension Board may require a Kentucky
participant to furnish such information as the General Pension Board
considers necessary to establish that the Kentucky participant's
absence would constitute a maternity or paternity absence as defined
above."
* * *
IN WITNESS WHEREOF, the undersigned duly authorized officers of the
-6-
<PAGE> 7
company have caused the foregoing amendment to be executed this 28 day of
December, 1995
NORTHWESTERN STEEL AND WIRE
COMPANY, an Illinois corporation
By /s/ R.N. Gurnitz
------------------------------------
Its President
------------------------------------
ATTEST:
/s/ J.C. Meyer
- -------------------------------------
Its Vice President - Human Resources
---------------------------------
-7-
<PAGE> 1
EXHIBIT 4.11
THIRD AMENDMENT
OF
NORTHWESTERN STEEL AND WIRE COMPANY
401(k) SALARY DEFERRAL PLAN
(As Amended and Restated Effective as of January 1, 1993)
WHEREAS, Northwestern Steel and Wire Company, an Illinois corporation
(the "company"), maintains the Northwestern Steel and Wire Company 401(k)
Salary Deferral Plan (As Amended and Restated Effective as of January 1, 1993)
(the "plan"); and
WHEREAS, the plan has been amended, and further amendment of the plan
now is considered desirable;
NOW, THEREFORE, by virtue of the power reserved to the company under
subsection 12.1 of the plan, and in exercise of the authority delegated to the
undersigned officers of the company by resolution of its Board of Directors, the
plan, as amended, is hereby further amended, effective as of January 1, 1998, as
follows:
I.
Subsection 6.l(f) of the plan is amended by adding the following at
the end as a part thereof:
"The rollover account shall also hold amounts, if any, involuntarily
transferred under Section 414(l) of the Code from the Northwestern
Steel and Wire Employee Stock Ownership Plan (the "ESOP").
II.
Subsection 6.6(b) of the plan is amended by adding the following at the
end as a part thereof:
"A rollover contribution to this plan from the ESOP if in cash shall be
invested in accordance with section 6.7, and if in company shares shall
be continued to be invested in company shares or in kind until either
such time as a Participant shall elect to invest it otherwise, or the
complete discontinuance of company shares as an investment option under
the plan."
III.
Section 6 of the plan is amended by adding the following new subsection
6.11 to the end as a part thereof:
"6.11 Nonterminable Protections and Rights for Involuntarily
Transferred Company Shares in the Rollover Account. Company shares
involuntarily transferred to the rollover account shall be
<PAGE> 2
subject to this subsection 6.11 for so long as the Participant does not
transfer the value of such company shares to another investment fund
under subsection 6.8 hereof. Such company shares may not be subject to
a put, call or other option, or buy-sell or similar arrangement while
held by and if distributed from the Plan, except as follows and as
provided in Code Section 409(h):
(a) Put Option. Transferred shares will be subject to a put
option if such shares are not publicly traded, or if such shares are
subject to a trading limitation as defined in Treasury Regulation
54.4975-7(b)(10) if they are distributed. The affected Participant may
put the shares to the Employer.
(b) Duration of Put Option. (i) In general the put option, if
any, shall be exercisable during a 15-month period which begins on the
date the shares subject to the put option are distributed by the ESOP;
(ii) if the shares cease to be publicly traded without restriction
within 15 months after a distribution, the Employer will notify each
Participant receiving a distribution of transferred shares that for the
remainder of the 15-month period the shares are subject to a put
option. The notice shall be given no later than the tenth day after the
date the shares cease to be so traded. The notice shall inform
distributees of the terms of the put option.
(c) Manner of Exercise. The put option is exercised by the
holder notifying the Employer in writing that the option is being
exercised.
(d) Time Excluded from Put Option Duration. The 15-month
period of (b) above does not include any time when a put option is not
exercisable because the Employer is prohibited from honoring it by
applicable state or federal law.
(e) Price. The price at which the put option is exercisable is
the value of the shares determined under Treasury Regulation ss.
54.4975-11(d)(5).
(f) Payment Terms. Payment terms under the put option shall be
reasonable.
(g) Payment Restrictions. Payment under a put option may not
be restricted by the provisions of a loan or other arrangement,
including the Employer's articles of incorporation, unless required by
applicable state law or unless required by the terms of a loan made
before November 1, 1977."
-2-
<PAGE> 3
IV.
In all other respects, the plan shall remain in full force and
effect.
IN WITNESS WHEREOF, the undersigned duly authorized officers of the
company have caused the foregoing amendment to be executed this 1st day of May,
1998.
NORTHWESTERN STEEL AND WIRE COMPANY,
an Illinois corporation
By: /s/ T.A. Gildehaus
----------------------------------------
Its: Chairman & CEO
ATTEST:
/s/ T.J. Bondy
- --------------------------------
Its: SECRETARY
---------------------------
-3-
<PAGE> 1
EXHIBIT 4.12
FOURTH AMENDMENT
OF
NORTHWESTERN STEEL AND WIRE COMPANY
401(k) SALARY DEFERRAL PLAN
(As Amended and Restated Effective as of January 1, 1993)
WHEREAS, Northwestern Steel and Wire Company, an Illinois corporation
(the "company"), maintains the Northwestern Steel and Wire Company 401(k) Salary
Deferral Plan (As Amended and Restated Effective as of January 1, 1993) (the
"plan"); and
WHEREAS, the plan has been amended, and further amendment of the plan
now is considered desirable;
NOW, THEREFORE, by virtue of the power reserved to the company under
subsection 12.1 of the plan, and in exercise of the authority delegated to the
undersigned officers of the company by resolution of its Board of Directors, the
plan, as amended, is hereby further amended in the following particulars:
1. Effective as of January 1, 1997, by substituting the following for
subsection 2.4 of the plan:
"2.4. Leased Employees and Independent Contractors. Only
common-law employees of the employers are eligible to participate in
the plan. Leased employees and independent contractors are not eligible
to participate in the plan. A 'leased employee' means any person who is
not an employee of an employer, but who has provided services to the
employer under the employer's primary direction and control on a
substantially full-time basis for a period of at least one year,
pursuant to an agreement between the employer and a leasing
organization. Except as provided below, no benefits shall be provided,
or service credited, under this plan on a retroactive basis to any
person who has performed services
<PAGE> 2
for an employer as an independent contractor or as a leased employee
(whether or not described in this subsection), even if such person
subsequently becomes a common-law employee of an employer (or is
deemed, by a government agency, court, or other third-party, to have
been a common-law employee of an employer). If a leased employee is
subsequently employed by an employer as an eligible employee, the
period during which the leased employee performed services for the
employer as a leased employee will be taken into account for purposes
of subsections 2.1 and 8.1, unless (i) such leased employee was a
participant in a money purchase pension plan maintained by the leasing
organization that provides a non-integrated employer contribution rate
of at least 10 percent of earnings, immediate participation for all
employees and full and immediate vesting, and (ii) leased employees do
not constitute more than 20 percent of the employer's nonhighly
compensated workforce."
2. Effective as of July 15, 1998, by substituting the following for
subsection 2.4 of the plan:
"2.4. Leased Employees and Independent Contractors. Only
common-law employees of the employers are eligible to participate in
the plan. Leased employees and independent contractors are not eligible
to participate in the plan. A 'leased employee' means any person who
has provided services to an employer pursuant to an agreement between
the employer and a leasing organization. No benefits shall be provided,
or service credited, under this plan on a retroactive basis to any
person who has performed services for an employer as a leased employee
or an independent contractor, even if such person subsequently becomes
a common-law employee of an employer (or is deemed, by a government
agency, court, or other third-party, to have been a common-law employee
of an employer). Notwithstanding the immediately preceding sentence, if
a person who has performed services for an employer as a leased
employee or an independent contractor is hired as an eligible employee
of an employer, the period during which such person performed services
for the employer as a leased employee or an independent contractor will
be taken into account for purposes of subsections 2.1 and 8.1."
3. Effective as of December 12, 1994, by adding the following new
subsection 2.6 to the plan immediately after subsection 2.5 thereof:
-2-
<PAGE> 3
"2.6. Qualified Military Service. Notwithstanding any
provision of this plan to the contrary, contributions, benefits, and
service credit with respect to qualified military service will be
provided in accordance with Code Section 414(u)."
4. Effective as of January 15, 1998, by substituting the following for
the first sentence of subsection 3.1 of the plan:
"Each participant may elect to defer payment of from one to seventeen
percent of his earnings (as defined in subsection 3.5), in multiples of
one percent, and to have such amount withheld from the participant's
earnings and contributed to the plan on his behalf by his employer."
5. Effective as of January 1, 1996, by substituting the following two
sentences for the fourth, fifth, sixth, seventh, and eighth sentences of
subsection 3.1 of the plan:
"If a participant elects not to make salary deferral contributions
after he first becomes a participant, such participant may elect to
commence salary deferral contributions beginning with the first payroll
period of any subsequent calendar month. In accordance with rules
established by the General Pension Board, a participant may elect to
change the rate of his salary deferral contributions or suspend or
resume such contributions (but not retroactively), within the limits
specified above."
6. Effective as of January 1, 1998, by substituting the following
sentence for the first sentence of subsection 3.3 of the plan:
"Each participant may elect to defer payment of from five to one
hundred percent, in multiples of five percent, of his profit sharing
bonus (if any) paid to him during a plan year and to have such
percentage withheld from his profit sharing bonus and contributed to
the plan on his behalf by his employer."
7. Effective as of April 1, 1994, by substituting the following for the
third sentence of subsection 3.3 of the plan:
-3-
<PAGE> 4
"A participant's 'profit sharing bonus' is the amount (if any) paid to
him under an employer's profit sharing bonus program, sales commission
bonus program, or other similar program (if any)."
8. Effective as of January 1, 1998, by substituting the following
sentence for the fourth sentence of subsection 3.3 of the plan:
"Each election under this subsection shall be made at such time, in
such manner, and in accordance with such rules as the General Pension
Board determines."
9. Effective as of January 15, 1998, by substituting the number
"seventeen" for the number "fifteen" where the latter number appears in
subsection 3.4 of the plan.
10. Effective as of January 1, 1993, by substituting the following for
the first sentence of subsection 3.5 of the plan:
"Except as otherwise provided below, a participant's 'earnings' means
his total cash compensation for services rendered to an employer as an
employee, including overtime pay, bonuses (other than profit sharing
bonuses), retirement incentives, retirement incentive bonuses, and the
amount of compensation that, but for the participant's salary deferral
contributions, would be payable to the participant by his employer, but
excluding any gain on the exercise of stock options, any other
stock-based compensation, relocation allowances, and the amount of a
participant's profit sharing bonus and profit sharing bonus deferral
contributions (if any)."
11. Effective as of January 1, 1997, by deleting the last two sentences
of subsection 3.5 of the plan.
12. Effective as of July 1, 1996, by substituting the following for
subsection 6.2 of the plan:
-4-
<PAGE> 5
"6.2. Accounting Dates. 'Accounting date' shall mean each day the value
of the investment funds or of company shares is adjusted for
contributions, withdrawals, distributions, earnings, gains, or losses.
It is anticipated that the investment funds and company shares will be
valued as of each day on which the New York Stock Exchange is open for
trading and the trustee is open for business."
13. Effective as of July 1, 1996, by substituting the phrase
"accounting date" for the phrase "accounting period" or the phrase "regular
accounting date" each place either of the latter phrases appears in the plan.
14. Effective as of January 1, 1998, by substituting the following
sentence for the second sentence of subsection 6.7 of the plan:
"The amount to be invested in an investment fund or in company shares
must be in such percentages as the General Pension Board shall
determine from time to time."
15. Effective as of July 1, 1996, by substituting the following
sentence for the last sentence of subsection 6.9 of the plan:
"Any such conversion or reallocation of company shares shall be based
on the fair market value of such shares on the accounting date as of
which such conversion or reallocation takes place or on the average of
the fair market value of such shares if such shares are liquidated or
reallocated over more than one accounting date."
16. Effective as of January 1, 1998, by substituting the following two
sentences for the first sentence of subsection 7.1 of the plan:
"For each limitation year, the 'annual addition' (as defined below) to
a participant's accounts under the plan shall not exceed the lesser of
$30,000 (as adjusted from time to time pursuant to Code Section 415(d))
or 25 percent of the participant's compensation (as defined in Treasury
-5-
<PAGE> 6
Regulations Section 1.415-2(d)) during that limitation year. For
purposes of this subsection, the term 'compensation' shall include any
elective deferrals (as defined in Code Section 402(g)(3)) made by the
participant and any amount that is contributed or deferred by an
employer at the participant's election and that is not includible in
the gross income of the participant by reason of Code Section 125."
17. Effective as of January 1, 1996, by adding the following sentence
to subsection 7.1 of the plan immediately after the sixth sentence thereof:
"If any voluntary contributions, salary deferral contributions, or
profit sharing bonus deferral contributions are paid to a participant
under this subsection, the income allocable to such contributions also
shall be paid to the participant."
18. Effective January 1, 2000, by substituting the following for
subsection 7.2 of the plan:
"7.2. Deleted."
19. Effective January 1, 2000, by substituting the phrase "subsection
7.1" for the phrase "subsections 7.1 and 7.2" where the latter phrase appears in
subsection 7.3 of the plan.
20. Effective as of January 1, 1998, by substituting the figure
"$10,000" for the figure "$8,994" where the latter appears in subsection 7.4 of
the plan.
21. Effective as of January 1, 1997, by substituting the following for
the first sentence of subsection 7.5 of the plan:
-6-
<PAGE> 7
"In no event shall the average deferral percentage (as defined below)
of the higher-compensated employees (as defined in subsection 7.7) for
any plan year exceed the greater of:
(a) the average deferral percentage of all other eligible
employees for the preceding plan year multiplied by
1.25; or
(b) the average deferral percentage of all other eligible
employees for the preceding plan year multiplied by
2.0; provided that the average deferral percentage of
the higher-compensated employees does not exceed that
of all other eligible employees by more than 2
percentage points.
Notwithstanding the foregoing, for the plan year ending December 31,
1997, the average deferral percentage of the eligible employees other
than the higher-compensated employees shall be the average deferral
percentage determined for the 1997 plan year."
22. Effective as of January 1, 1997, by substituting the following two
sentences for the fourth sentence of subsection 7.5 of the plan:
"If for a plan year the salary deferral contributions and profit
sharing bonus deferral contributions made on behalf of
higher-compensated employees exceed the foregoing limitations ('excess
pre-tax contributions'), such excess pre-tax contributions made by the
higher-compensated employees (and income thereon as determined in
accordance with subsection 7.9) will be refunded (in the order of their
total salary deferral and profit sharing bonus contributions, beginning
with the participant with the highest amount of contributions),
generally within two and one-half months after the end of that plan
year but in no event later than the last day of the first plan year
beginning after that plan year. Employer matching contributions
attributable to excess pre-tax contributions distributed to a highly
compensated participant will be forfeited and, as determined by the
General Pension Board, will be applied to reduce future employer
contributions under the plan or to pay plan expenses (as provided in
subsection 10.12)."
23. Effective as of January 1, 1997, by substituting the following for
the first sentence of subsection 7.6 of the plan:
-7-
<PAGE> 8
"In no event shall the contribution percentage (as defined below) of
the higher-compensated employees (as defined in subsection 7.7) for any
plan year exceed the greater of:
(a) the contribution percentage of all other eligible
employees for the preceding plan year multiplied by
1.25; or
(b) the contribution percentage of all other eligible
employees for the preceding plan year multiplied by
2.0; provided that the contribution percentage of the
higher compensated employees does not exceed that of
all other eligible employees by more than 2
percentage points."
Notwithstanding the foregoing, for the plan year ending December 31,
1997, the contribution percentage of the eligible employees other than
the higher-compensated employees shall be the contribution percentage
determined for the 1997 plan year."
24. Effective as of January 1, 1997, by substituting the following for
the fourth sentence of subsection 7.6 of the plan:
"If for a plan year the voluntary contributions and employer matching
contributions made by or on behalf of the higher-compensated employees
exceed the foregoing limitations, the General Pension Board may direct
that excess voluntary contributions (and income on such contributions
as determined in accordance with subsection 7.9), and then, if
necessary, excess employer matching contributions (and income on such
amounts as determined in accordance with subsection 7.9), made by or on
behalf of the higher-compensated employees be distributed to the
higher-compensated employees (in the order of their voluntary
contributions and employer matching contributions, beginning with the
participant with the highest amount of contributions); provided that
excess employer matching contributions shall be distributed only to the
extent vested and if not vested will be forfeited. Forfeitures under
this subsection will be applied to reduce future employer contributions
under the plan or to pay plan expenses (as provided in subsection
10.12)."
-8-
<PAGE> 9
25. Effective as of January 1, 1997, by substituting the following for
subsection 7.7 of the plan:
"7.7. Higher-Compensated Employee. A 'higher-compensated
employee' means an eligible employee who is a 'highly compensated
employee' as defined in Section 414(q) of the Code. Generally, a
higher-compensated employee shall be any eligible employee who:
(a) was a 5 percent owner of an employer or any
controlled group member during the year or the
preceding year, or
(b) for the preceding year:
(i) had testing compensation from an employer or
any controlled group member in excess of
$80,000 (as adjusted), and
(ii) was in the top-paid 20% of employees.
For purposes of this subsection and subsections 7.5 and 7.6, the
General Pension Board shall determine the 'testing compensation' of
each and every eligible employee for a plan year under any definition
of compensation that satisfies the requirements of Section 414(s) of
the Code and the regulations thereunder."
26. Effective as of December 1, 1996, by substituting the following for
the first sentence of subsection 8.2 of the plan:
"Subject to the provisions of subsections 8.3 and 8.4, after a
participant's settlement date has occurred and pending distribution of
the participant's account balance, the participant's account will be
held under the plan and will be subject to adjustment under Section 6
until such time as all or the applicable portion of the participant's
account is liquidated in order to make a distribution or distributions
to the participant (or the participant's beneficiary).
The vested account balance of each participant whose
settlement date has occurred (or the participant's beneficiary in the
case of the death of the
-9-
<PAGE> 10
participant) shall be distributed in a single, lump sum, unless the
participant (or the participant's beneficiary) elects payment in a
series of substantially equal annual, semi-annual, quarterly, or
monthly installments (as elected by the participant or the
participant's beneficiary) over a period not exceeding the life
expectancy of the participant or the joint life expectancy of the
participant and the participant's designated beneficiary. If such
beneficiary is not the participant's spouse and is more than ten years
younger than the participant, installments shall be paid over a period
not exceeding the joint life expectancy of the participant and a
beneficiary ten years younger than the participant. Pursuant to
procedures established by the General Pension Board, a participant (or
a beneficiary) who is receiving installment payments under this
subsection may elect to receive the remaining balance of the
participant's account in a single, lump sum payment. If, prior to the
complete distribution of participant's account balance, a participant
should die, then the remaining account balance shall be paid to the
beneficiary of the deceased participant.
Notwithstanding any other provision of this plan, if a
participant's vested account balance equals $3,500 ($5,000 after
December 31, 1997) or less at the participant's settlement date, the
participant (or the participant's beneficiary) shall receive an
immediate, lump sum payment of such amount. Such distribution shall be
made as soon as practicable following the participant's settlement
date.
The life expectancy of a participant, the participant's
spouse, or the participant's designated beneficiary shall be determined
at the time benefit payments commence by use of the expected return
multiples contained in the regulations under Code Section 72. The life
expectancy of the participant (or the joint life expectancies of the
participant and the participant's spouse) determined in accordance with
the foregoing may be recalculated annually if timely elected by the
participant. In the absence of such an election, life expectancies
shall not be recalculated."
27. Effective as of January 1, 1998, by substituting the following for
paragraph 8.2(e) of the plan:
"(e) Elections. An eligible distributee's election of a
direct rollover pursuant to this subsection 8.2 shall
be made at such time and in such manner as the
General Pension Board shall determine. The General
Pension Board shall establish such rules and
procedures as it
-10-
<PAGE> 11
deems necessary to provide for distributions by means
of direct rollover."
28. Effective as of January 1, 1997, by substituting the following for
the second and third sentences of subsection 8.3 of the plan:
"If a participant's vested account balance exceeds $3,500 ($5,000 after
December 31, 1997) at the participant's settlement date, distributions
may not be made to the participant without his consent.
Irrespective of any contrary provision of the plan,
distribution of a participant's account balance shall be made or shall
commence by April 1 of the calendar year next following the later of
(A) the calendar year in which the participant attains age 70-1/2 or
(B) the calendar year in which the participant's settlement date occurs
('required commencement date'); provided, however, that the required
commencement date of a participant who is a five-percent owner (as
defined in Code Section 416) of an employer or a controlled group
member in the calendar year in which the participant attains age 70-1/2
shall be April 1 of the calendar year next following the calendar year
in which the participant attains age 70-1/2. Notwithstanding the
foregoing, in accordance with such procedures as may be established by
the plan administrator, each participant may elect, after the
participant attains age 70-1/2, to receive or to commence distribution
of the participant's account balance (in one of the forms listed in
subsection 8.2), irrespective of whether the participant is then
employed by an employer or a controlled group member."
29. Effective as of January 1, 1997, by deleting the word "written"
where such word appears in the second sentence of subsection 8.5 of the plan.
30. Effective as of December 12, 1994, by adding the following new
paragraph (f) of the plan immediately after paragraph (e) of subsection 8.5
thereof:
"(f) Loan repayments will be suspended under the plan as permitted
under Code Section 414(u)(4)."
-11-
<PAGE> 12
31. Effective as of January 1, 1997, by adding the following new
paragraphs (g) and (h) of the plan immediately after paragraph (f) of subsection
8.5 thereof:
"(g) A participant may have no more than one loan outstanding at
any time.
(h) A participant may prepay the entire outstanding balance of a
loan and accrued interest thereon at any time; partial
prepayments may not be made."
32. Effective as of January 1, 1998, by substituting the following two
sentences for the first and second sentences of subsection 8.7 of the plan:
"Each participant and each designated beneficiary must inform the
General Pension Board from time to time, in the manner permitted by the
General Pension Board, of his post office address and each change of
post office address. If a participant dies before he receives all of
his account balances, his beneficiary must inform the General Pension
Board, in the manner permitted by the General Pension Board, of any
change in the beneficiary's post office address."
33. Effective as of January 1, 1998, by substituting the phrase
"provided to" for the phrase "filed with" where the latter phrase appears in the
third sentence of subsection 8.7 of the plan.
34. Effective as of January 1, 1993, by substituting the following for
paragraphs (b) and (c) of subsection 8.8 of the plan:
"(b) Unreimbursed expenses for medical care described in Section
213(d) of the Code previously incurred by the participant, his
spouse, or any dependent of the participant (as defined in
Section 152 of the Code) or unreimbursed expenses necessary
for such person or persons to obtain medical care described in
Code Section 213(d);
-12-
<PAGE> 13
(c) Payment of the next twelve months of post-secondary tuition
expenses and room and board expenses for the participant, the
participant's spouse, or the participant's dependents; or"
35. Effective as of January 1, 1998, by substituting the following
sentence for the last sentence of subsection 8.8 of the plan:
"Each such election shall be made at such time and in such manner as
the General Pension Board shall determine and shall be effective in
accordance with such rules as the General Pension Board shall establish
from time to time."
36. Effective as of January 1, 1998, by adding the following new
subsection 8.10 to the plan immediately after subsection 8.9 thereof:
"8.10. Immediate Distributions to Alternate Payees. The
General Pension Board shall direct the trustee to distribute the amount
of a participant's benefits assigned to an alternate payee under a
qualified domestic relations order (as defined in Section 414(p) of the
Code) on the earliest date specified in such qualified domestic
relations order or elected by the alternate payee in accordance with
such qualified domestic relations order, without regard to whether such
distribution is made or commences prior to the participant's earliest
retirement age (as defined in Section 414(p)(4)(B) of the Code)."
37. Effective as of August 1, 1996, by substituting the following for
subsection 9.1 of the plan:
"9.1. Plan Administrator. The plan administrator shall be
responsible for the administration of the plan. The General Pension
Board, a joint company-union board, shall be the plan administrator.
Three members of the General Pension Board are appointed by the Board
of Directors of the company, and three members are appointed by the
United Steel Workers of America ('USWA'). The company or the USWA may,
in its discretion, remove any of its respective three members from the
General Pension Board and may appoint a new member to fill a vacancy.
The company or the USWA shall notify the other party in writing of the
members or
-13-
<PAGE> 14
replacements it has appointed before such a member or replacement may
serve on the General Pension Board and before such appointment shall
become effective."
38. Effective as of January 1, 1998, by substituting the following for
that portion of subsection 9.2 of the plan that precedes paragraph (a) thereof:
"9.2. Plan Administrator's General Powers, Rights, and Duties.
Except as otherwise specifically provided in the plan, and in addition
to the powers, rights, and duties specifically given to the General
Pension Board elsewhere in the plan and the trust agreement, the
General Pension Board shall have the following powers, rights, and
duties, to be exercised in the sole and absolute discretion of the
General Pension Board:"
39. Effective as of January 1, 1993, by substituting the following for
the first sentence of subsection 10.1 of the plan:
"At least once a year, or more frequently as the General Pension Board
may determine, each participant will be furnished with a statement
reflecting the condition of his accounts in the plan as of that date."
40. Effective as of January 1, 1996, by adding the following new
subsection 10.12 immediately after subsection 10.11 thereof:
"10.12. Administration Expenses. At the direction of the
General Pension Board, all reasonable and necessary costs and expenses
incurred by the company, the General Pension Board, and the trustee in
the administration of the plan and trust may be paid from the trust
fund to the extent not paid by the employers. Any expenses paid from
the trust fund shall be charged against (a) forfeitures, (b)
participants' accounts in the form of either a flat fee or a percentage
of the value of each account, or (c) the earnings or gains in each
investment fund or in company shares. Expenses directly related to the
investment of a particular investment fund or to company shares (such
as brokerage, postage, transfer stamps) shall be paid from that fund or
company shares."
-14-
<PAGE> 15
41. Effective as of January 1, 1998, by adding the following new
subsection 10.13 to the plan immediately after subsection 10.12 thereof:
"10.13. Elections. Each election, request, or application
required or permitted to be made by a participant (or a participant's
beneficiary or an alternate payee under a qualified domestic relations
order) shall be made at such time and in such manner as determined
under rules and procedures established by the General Pension Board.
Each election, request, or application required or permitted to be made
by a participant (or a participant's beneficiary or an alternate payee
under a qualified domestic relations order) shall be effective as
determined by the General Pension Board."
42. Effective as of January 1, 1998, by adding the following new
paragraph A-4A to Supplement A of the plan immediately after paragraph A-4
thereof:
"A-4A. Supplemental Employer Nonelective Contribution.
Effective January 1, 1998, the Delaware corporation shall make a
supplemental employer nonelective contribution on behalf of eligible
Delaware participants (as described below). Except as provided in this
paragraph, the supplemental employer nonelective contribution described
in this paragraph shall be treated as an employer nonelective
contribution for purposes of the plan.
The Delaware corporation will make a supplemental employer
nonelective contribution for each payroll period on behalf of each
Delaware participant whose age and benefit service (as defined in
subparagraphs A-4(a) and (b)) as of January 1, 1998, total at least 75
and who has attained age 50 as of January 1, 1998. For each payroll
period, the amount of the supplemental employer nonelective
contribution for an eligible Delaware participant shall be based on the
participant's attained age as of January 1, 1998, and the participant's
earnings (as defined in subparagraph A-4(c)) for that payroll period.
The supplemental employer nonelective contribution for a payroll period
shall equal the percentage of a Delaware participant's earnings for
such payroll period determined as follows:
-15-
<PAGE> 16
<TABLE>
<CAPTION>
Attained Age Supplemental Employer
as of 1/1/98 Nonelective Contribution
------------ ------------------------
<S> <C>
50 1%
51 2%
52 3%
53 4%
54 5%
55 6%
56 7%
57 8%
58 9%
59 (or over) 10%
</TABLE>
In determining the supplemental employer nonelective contribution for
an eligible Delaware participant for plan years beginning after
December 31, 1998, the Delaware participant's age as of January 1,
1998, shall continue to be used. No Delaware participant shall be
eligible for the supplemental employer nonelective contribution, unless
such participant met the age and service requirements described above
as of January 1, 1998."
43. Effective as of January 1, 1998, by substituting the following
sentence for the second sentence of paragraph A-5 of Supplement A of the plan:
"For each such payroll period, the Delaware corporation shall
contribute to the plan on behalf of each Delaware participant who
elects to make salary deferral contributions for that payroll period an
amount equal to 60 percent of the earnings (as defined in subsection
3.5 of the plan) for such payroll period that the Delaware participant
elects to contribute to the plan as salary deferral contributions
(disregarding amounts contributed to the plan in excess of 5 percent of
the Delaware participant's earnings)."
44. Effective as of January 1, 1996, by substituting the following for
the first sentence of paragraph A-7 of Supplement A of the plan:
"At the General Pension Board's direction, forfeitures arising under
subparagraph A-6(d) above shall be applied to pay administrative
expenses as provided in subsection 10.12 of the plan or to reduce
employer
-16-
<PAGE> 17
nonelective contributions and employer matching contributions otherwise
required under the plan and this Supplement A in the plan year in which
the Delaware participant's settlement date occurs or as soon as
practicable thereafter."
45. Effective as of June 5, 1997, by adding the following at the end of
paragraph B-7 of Supplement B of the plan:
"Notwithstanding any other provision of this Supplement B, each Houston
participant who terminates employment for any reason on or after June
5, 1997, shall be fully vested in his employer nonelective contribution
account."
46. Effective as of January 1, 1996, by substituting the following for
the first sentence of paragraph B-8 of Supplement B of the plan:
"At the General Pension Board's direction, forfeitures arising under
subparagraph B-7(d) above shall be applied to pay administrative
expenses as provided in subsection 10.12 of the plan or to reduce
employer nonelective contributions and employer matching contributions
otherwise required under the plan and this Supplement B in the plan
year in which the Houston participant's settlement date occurs or as
soon as practicable thereafter."
47. Effective as of July 1, 1998, by substituting the following for Supplement
B of the plan:
"SUPPLEMENT B
TO
NORTHWESTERN STEEL AND WIRE COMPANY
401(k) SALARY DEFERRAL PLAN (As
Amended and Restated Effective as of January 1, 1993)
SPECIAL PROVISIONS RELATING TO
SALARIED EMPLOYEES AT HOUSTON, TEXAS
DELETED EFFECTIVE AS OF JULY 1, 1998."
-17-
<PAGE> 18
48. Effective January 1, 2000, by substituting the following for
paragraph C-7 of Supplement C of the plan:
"C-7. Deleted."
49. Effective as of December 4, 1997, by adding the following new
paragraph D-13 to Supplement D of the plan immediately after paragraph D-12
thereof:
"D-13. Special Provisions for Hourly Employees.
Notwithstanding any other provision of this Supplement D to the
contrary, the following provisions shall apply to Kentucky participants
who are paid by the Kentucky corporation on an hourly basis:
(a) Effective for the payroll period ending December 6,
1997, the Kentucky corporation shall cease to make
employer nonelective contributions on behalf of
Kentucky participants.
(b) Effective for the payroll period ending December 6,
1997, the Kentucky corporation shall cease to make
employer matching contributions on behalf of Kentucky
participants.
(c) Effective as of December 6, 1997, each Kentucky
participant shall be fully vested in the
participant's accounts under the plan."
50. Effective as of March 30, 1998, by substituting the
following for Supplement D of the plan:
-18-
<PAGE> 19
"SUPPLEMENT D
TO
NORTHWESTERN STEEL AND WIRE COMPANY
401(k) SALARY DEFERRAL PLAN (As
Amended and Restated Effective as of January 1, 1993)
SPECIAL PROVISIONS RELATING TO
SALARIED EMPLOYEES OF KENTUCKY CORPORATION
D-1. Introduction. Effective as of November 20, 1995,
Northwestern Steel and Wire Company-Kentucky, a Delaware corporation
(the 'Kentucky corporation'), adopted the plan for the benefit of its
eligible employees. The provisions of this Supplement D apply to
eligible employees and participants in the plan who are employed by the
Kentucky corporation. An eligible employee covered under this
Supplement D shall be referred to as a 'Kentucky eligible employee'
(collectively, 'Kentucky eligible employees'), and a participant
covered under this Supplement D shall be referred to as a 'Kentucky
participant' (collectively, 'Kentucky participants').
D-2. Use of Terms. Each term used in this Supplement D, unless
otherwise defined herein, shall have the same meaning assigned to such
term under the plan.
D-3. Eligibility to Participate. For purposes of subsection
2.1 of the plan and except as otherwise provided therein, each employee
of the Kentucky corporation who is compensated on a salaried basis
shall be a Kentucky eligible employee. Each Kentucky eligible employee
(other than a Kentucky eligible employee who is classified as a
category B employee or as summer help or part-time) is eligible to
participate in the plan commencing on such Kentucky eligible employee's
date of hire.
D-4. Participant Contributions. Kentucky participants may make
salary deferral contributions and/or voluntary contributions to the
plan.
D-5. Earnings. A Kentucky participant's 'earnings' for
purposes of determining contributions under the plan means the Kentucky
participant's earnings as determined under subsection 3.5 of the plan,
except that such participant's earnings shall include the amount of
compensation that, but for the participant's pre-tax contributions
under an arrangement that satisfies
-19-
<PAGE> 20
Section 125 of the Code, would be payable to the participant by his
employer.
D-6. Employer Nonelective Contributions. For each payroll
period, the Kentucky corporation shall make an employer nonelective
contribution (under subsection 4.2 of the plan) on behalf of each
Kentucky participant in an amount equal to 2 percent of the Kentucky
participant's earnings for such payroll period.
D-7. Employer Matching Contributions. For each payroll period,
the Kentucky corporation shall make employer matching contributions
(under subsection 4.3 of the plan) on behalf of each Kentucky
participant who elects to make salary deferral contributions under
subsection 3.1 of the plan for that payroll period in an amount equal
to 60 percent of the earnings that such Kentucky participant elects to
contribute the plan as salary deferral contributions for that payroll
period (disregarding amounts contributed in excess of 5 percent of a
Kentucky participant's earnings).
D-8. Vesting. Each Kentucky participant shall at all times
have a fully vested and nonforfeitable right to the balances in his
salary deferral contribution, employee contribution, profit sharing
bonus deferral, and rollover accounts (collectively, his 'employee
accounts') under the plan. The following rules shall apply in
determining the vested portion of a Kentucky participant's employer
nonelective contribution account and employer matching contribution
account (collectively, his 'employer accounts'):
(a) Age 65. A Kentucky participant shall at all times
have a fully vested and nonforfeitable right to the
balance in his employer accounts on and after the
date he attains age 65. If a Kentucky participant
terminates employment with the employers on or after
attaining age 65, the balances in the Kentucky
participant's employer accounts and employee accounts
determined under subsection 8.2 of the plan shall be
distributed to the Kentucky participant, or to his
beneficiary in the event of his death, in accordance
with subsection 8.2.
(b) Disability. If a Kentucky participant's employment
with the employers is terminated as the result of
disability (as defined below), the balance in the
Kentucky participant's employer accounts determined
-20-
<PAGE> 21
under subsection 8.2 of the plan shall be
nonforfeitable and shall be distributed (along with
the balances in his employee accounts) to the
Kentucky participant, or to his beneficiary in the
event of his death, in accordance with subsection
8.2. For purposes of the plan, 'disability' means the
inability to engage in any substantial gainful
activity by reason of a medically determinable
impairment expected to last at least 12 months or to
end in death, as defined in Section 22(e)(3) of the
Code and Title II and Title XVI of the Social
Security Act.
(c) Death.If a Kentucky participant dies while in the
employ of an employer or a controlled group member,
the balance in the Kentucky participant's employer
accounts determined under subsection 8.2 of the plan
shall be nonforfeitable and shall be distributed to
the Kentucky participant's designated beneficiary
(along with the balances in his employee accounts) in
accordance with subsection 8.2.
(d) Termination of Employment Prior to Age 65,
Disability, or Death. If a Kentucky participant
terminates employment with the employers and the
controlled group members prior to attaining age 65 or
prior to terminating employment by reason of
disability or death, the vested portion of the
balance in the Kentucky participant's employer
accounts (as determined in accordance with subsection
8.2) shall be determined in accordance with the
following schedule:
<TABLE>
<CAPTION>
Years of Vested
Service Percentage
------- ----------
<S> <C>
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>
The resulting vested amount in the Kentucky participant's
employer accounts (along with the balances in his
-21-
<PAGE> 22
employee accounts) will be distributable to him (or to his
beneficiary in the event of his death) in accordance with
subsection 8.2. Any nonvested amounts in the Kentucky
participant's employer accounts will be forfeited and will be
applied in accordance with paragraph D-9 below.
For purposes of this Supplement D, 'years of service' means
each 12-month period of service measured from the date the
Kentucky participant first performs an hour of service with an
employer or with a controlled group member until the date the
Kentucky participant's employment with the employers and the
controlled group members terminates for any reason.
D-9. Forfeitures. At the General Pension Board's direction,
forfeitures arising under subparagraph D-8(d) above shall be applied to
pay administrative expenses as provided in subsection 10.12 of the plan
or to reduce employer nonelective and matching contributions otherwise
required under the plan and this Supplement D in the plan year in which
the Kentucky participant's settlement date occurs or as soon as
practicable thereafter. If the Kentucky participant is reemployed by an
employer or a controlled group member before he incurs five consecutive
one-year breaks in service, paragraph D-11 shall apply.
D-10. Reemployment. The years of service accrued prior to
termination of employment by a Kentucky participant (or by a Kentucky
eligible employee who is not a Kentucky participant) shall be
reinstated upon reemployment with an employer or a controlled group
member. However, in no event shall years of service occurring after a
Kentucky participant incurs five consecutive one-year breaks in service
(as defined in paragraph D-12) be used to determine the nonforfeitable
amount of the Kentucky participant's employer accounts as of a prior
settlement date.
D-11. Reinstatement of Forfeitures. If a Kentucky participant
whose employment had terminated with the employers and the controlled
group members for any reason before the Kentucky participant was
entitled to the full balance in his employer accounts is reemployed by
an employer or a controlled group member before incurring five
consecutive one-year breaks in service (as defined in paragraph D-12),
the Kentucky participant may repay to the trustee the total amount
distributed to the Kentucky participant from his employer accounts as a
result of such earlier termination of employment. Such repayment must
be made before the earlier of (i) the fifth anniversary of the Kentucky
participant's date of
-22-
<PAGE> 23
reemployment by an employer or a controlled group member or (ii) the
date the Kentucky participant incurs five consecutive one-year breaks
in service commencing after the distribution. If a Kentucky participant
makes such a repayment to the trustee, the amount of the repayment
shall be credited to his employer accounts and the previously forfeited
amounts that resulted from his earlier termination of employment
(unadjusted for subsequent gains or losses) shall be credited to his
employer accounts as of the regular accounting date coincident with or
next following the date of repayment. Forfeitures to be credited to
Kentucky participants' employer accounts as of an accounting date under
this paragraph D-11 shall be drawn first from forfeitures then
outstanding and then, if necessary, from special employer contributions
made for this purpose.
D-12. One-Year Break in Service. A 'one-year break in service'
means each 12-month period beginning on the date a Kentucky participant
terminates employment with the employers and the controlled group
members and each anniversary thereof during which the Kentucky
participant does not perform at least one hour of service for an
employer or a controlled group member. For the purpose of determining
whether or not a one-year break in service occurs, if a Kentucky
participant commences a maternity or paternity absence (as defined
below) and the Kentucky participant terminates employment with the
employers and the controlled group members during such absence, the
Kentucky participant shall not incur a one-year break in service until
the later to occur of the third anniversary of the date such maternity
or paternity absence began or the first anniversary of the date the
Kentucky participant's termination of employment with the employers and
the controlled group members. 'Maternity or paternity' absence means a
Kentucky participant's absence from work because of the pregnancy of
the Kentucky participant or the birth of a child of the Kentucky
participant, the placement of a child with the Kentucky participant in
connection with the adoption of such child by the Kentucky participant,
or for purposes of caring for the child immediately following such
birth or placement. The General Pension Board may require a Kentucky
participant to furnish such information as the General Pension Board
considers necessary to establish that the Kentucky participant's
absence would constitute a maternity or paternity absence as defined
above.
D-13. Transfer to Hourly Plan. On March 30, 1998, the accounts
(and related trust fund assets) of Kentucky participants who were
hourly employees of the Kentucky corporation on that date were
transferred to the Northwestern Steel and Wire Company Hourly
Employees' 401(k) Savings Plan (the 'Hourly Plan') and, subject to
Section 411(d)(6) of the Code and
-23-
<PAGE> 24
the regulations thereunder, shall be held under the Hourly Plan
pursuant to the terms of the Hourly Plan. Beginning March 31, 1998, all
contributions made by or on behalf of hourly employees of the Kentucky
corporation shall be made to the Hourly Plan and not to this plan."
IN WITNESS WHEREOF, the undersigned duly authorized officers of the
company have caused the foregoing amendment to be executed this 27 day of
August, 1998.
NORTHWESTERN STEEL AND WIRE
COMPANY, an Illinois corporation
By /s/ T.A. Gildehaus
-------------------------------------
Its CEO
---------------------------------
ATTEST:
/s/ T.J. Bondy
- ----------------------------------
Its SECRETARY
------------------------------
-24-
<PAGE> 1
EXHIBIT 4.13
FIFTH AMENDMENT
OF
NORTHWESTERN STEEL AND WIRE COMPANY
401(k) SALARY DEFERRAL PLAN
(As Amended and Restated Effective as of January 1, 1993)
WHEREAS, Northwestern Steel and Wire Company, an Illinois corporation
(the "company"), maintains the Northwestern Steel and Wire Company 401(k)
Salary Deferral Plan (As Amended and Restated Effective as of January 1, 1993)
(the "plan"); and
WHEREAS, the plan has been amended, and further amendment of the plan
now is considered desirable;
NOW, THEREFORE, by virtue of the power reserved to the company under
subsection 12.1 of the plan, and in exercise of the authority delegated to the
undersigned officers of the company by resolution of its Board of Directors, the
plan, as amended, is hereby further amended effective as of January 1, 1998, by
substituting the following for the first sentence of subsection 3.5 of the plan:
"Except as otherwise provided below, a participant's 'earnings' means
his total cash compensation for services rendered to an employer as an
employee, including over-time pay, bonuses (other than profit sharing
bonuses), retirement incentives, retirement incentive bonuses, and the
amount of compensation that, but for the participant's salary deferral
contributions, would be payable to the participant by his employer, but
excluding any gain on the exercise of stock options, any other
stock-based compensation, relocation allowances, the amount of benefits
received pursuant to the terms of the Northwestern Steel and Wire
Company Separation Pay Plan or the Northwestern Steel and Wire Company
Shutdown Allowance Plan, and the amount of a participant's profit
sharing bonus and profit sharing bonus deferral contributions (if
any)."
<PAGE> 2
IN WITNESS WHEREOF, the undersigned duly authorized officers of the
company have caused the foregoing amendment to be executed this 30 day of
October, 1998.
NORTHWESTERN STEEL AND WIRE COMPANY,
an Illinois corporation
By /s/ Andrew Moore
------------------------------------
Its Vice President - Human Resources
-----------------------------------
ATTEST:
/s/ T. M. Vercillo
- ---------------------------------
Its Chief Financial Officer
-----------------------------
<PAGE> 1
Exhibit 5.1
Northwestern Steel and Wire Company
May 21, 1999
Page 1
May 21, 1999
Northwestern Steel and Wire Company
121 Wallace Street
Sterling, Illinois 61081
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Northwestern Steel and Wire Company, an
Illinois corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to 1,000,000 shares of the Company's
common stock, $.01 par value (the "Common Stock"), to be issued in connection
with the Hourly Employees' 401(k) Savings Plan and the 401(k) Salary Deferral
Plan (the "Plans"). Capitalized terms used but not defined herein shall have the
meanings as set forth in the Registration Statement or the Plans.
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and written statements of directors, officers, and
employees of, and the accountants for, the Company. We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such instruments, documents, and records as we have deemed relevant and
necessary to examine for the purpose of this opinion, including (a) the
Registration Statement (b) the Amended and Restated Articles of Incorporation of
the Company, (c) the Amended and Restated By-laws of the Company, (d) the
minutes of meetings of the Board of Directors of the Company and (e) the Plans.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the genuineness
of all signatures, the legal capacity of all natural persons, the due authority
of the parties signing such documents, the authenticity of the documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified, conformed or reproduced copies.
<PAGE> 2
Northwestern Steel and Wire Company
May 21, 1999
Page 2
Based upon and subject to the foregoing, it is our opinion that the
Common Stock to be issued pursuant to the Plans has been duly authorized and,
when issued by the Company in the manner provided in the Plans, will be legally
issued, fully paid and nonassessable shares of Common Stock.
This opinion is limited to the laws of the State of Illinois and is
given as of the date hereof. We do not express any opinion herein concerning any
other law, and we assume no obligation to advise you of changes that may
hereafter be brought to our attention.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Katten Muchin & Zavis
------------------------------
KATTEN MUCHIN & ZAVIS
<PAGE> 1
EX 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Northwestern Steel and Wire Company on Form S-8 (File No. 33-67788)
of our report dated August 20, 1998, except for Subsequent Event Note to
Financial Statements as to which the date is October 7, 1998, on our audits of
the consolidated financial statements and financial statement schedule of
Northwestern Steel and Wire Company as of July 31, 1998 and 1997 and for the
years ended July 31, 1998, 1997 and 1996, which report is incorporated by
reference in this Registration Statement
/s/ PricewaterhouseCoopers LLC
Chicago, Illinois
May 21, 1999
