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SECURITIES AND EXCHANGE COMMISSION
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 23, 1996
Armco Inc.
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(Exact name of registrant as specified in charter)
Ohio
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(State or other jurisdiction of incorporation or organization)
1-873-2 31-0200500
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(Commission File Number) (I.R.S. Employer Identification No.)
One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 412/255-9800
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Item 5. Other Events.
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On February 23, 1996, the Board of Directors of Armco Inc. (the
"Company") adopted a Stockholder Rights Plan and declared a dividend
distribution of one preferred stock purchase right for each outstanding
share of common stock of the Company to stockholders of record at the
close of business on June 26, 1996. The Company's existing Stockholder
Rights Plan expires on June 26, 1996. The foregoing actions are further
described in the Exhibit hereto, which is incorporated herein by
reference.
Item 7. Exhibits.
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99. Press release dated February 23, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARMCO INC.
Date: February 29, 1996 By: /s/ Gary R. Hildreth
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Name: Gary R. Hildreth
Title: Vice President
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EXHIBIT LIST
99.2 Press release dated February 23, 1996.
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Exhibit 99.2
[ARMCO LOGO] ARMCO INC.
SPECIALTY FLAT-ROLLED STEELS
Pittsburgh, Pennsylvania
N E W S F R O M A R M C O CONTACT:
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Jim Herzog
412-255-9825
ARMCO ADOPTS NEW STOCKHOLDER PLAN
PITTSBURGH, PA, February 23, 1996 -- The Board of Directors of
Armco Inc. (NYSE: AS) adopted a shareholder Rights Plan to replace
Armco's current plan, which was adopted in 1986 and expires on June 26,
1996. Like the 1986 plan, the new plan is designed to protect
stockholders in the event of takeover action that would deny them the
fair value of their investment.
James F. Will, Chairman and Chief Executive Officer of Armco, said,
"The Board believes that replacing the expiring plan with a new plan is
appropriate. Like the old plan, the Rights Plan is not intended to
prevent an acquisition of the company on terms that are favorable and
fair to all stockholders," Will added. "However, the plan will deter
any attempt to acquire control of the company through use of abusive
tactics that are calculated to deprive the stockholders of fair value
and deprive the Board of Directors of their ability to play a role in
determining the company's future."
Terms of the plan provide for a dividend to stockholders of record
on June 26, 1996, of a Right to purchase 1/200th of a share of Armco's
Series A, Participating Preferred Stock at an established exercise price
for each share of common stock. The company will be entitled to redeem
the Rights at one quarter of one cent per Right under circumstances
specified in the Rights Plan. The Rights, which would expire 10 years
from the date of issuance, will initially become exercisable if a person
or group acquires 20% or more of Armco's common stock, or the company's
Board of Directors determines pursuant to the terms of the Rights Plan
that any person or group that has acquired 10% or more of the company's
common stock is an "Adverse Person."
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-Page Two-
Details of the stockholders' Rights Plan will be summarized in a
letter that will be mailed to all stockholders in June.
Armco Inc. is a leading domestic producer of specialty flat-rolled
stainless, electrical and carbon steels with plants in Butler,
Pennsylvania and Coshocton, Dover, Mansfield and Zanesville, Ohio.
Armco also owns companies which produce snowplows and other equipment
for light trucks and standard pipe and tubular products.
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