Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
------------------------------
ARMCO INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0200500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Oxford Centre
301 Grant Street
Pittsburgh, Pennsylvania 15219-1415
(Address of principal executive offices, including Zip Code)
------------------------------
1996 INCENTIVE PLAN
OF ARMCO INC.
(Full title of the Plan)
------------------------------
GARY R. HILDRETH, ESQ.
Vice President, General Counsel and Secretary
Armco Inc.
One Oxford Centre
301 Grant Street
Pittsburgh, Pennsylvania 15219-1415
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(412) 255-9800
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to price per offering registration
be registered be registered unit(1) price fee
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share .. 2,000,000 shares $5.50 $11,000,000 $3,793.10
Preferred
Stock Purchase
Right . . . . . . 2,000,000 rights (2) (2) $100.00
=================================================================================
<PAGE>
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h) under the Securities Act of 1933, as amended,
based upon the average of the high and low prices of Armco Inc. Common Stock
on the New York Stock Exchange as shown on the Composite Tape on March 11,
1996.
(2) Each share of Armco Inc. Common Stock offered pursuant to this
Registration Statement will be accompanied by one Preferred Stock Purchase
Right of Armco Inc. The Preferred Stock Purchase Rights are also being
registered by this Registration Statement and are currently attached to and
transferable only with the shares of Armco Inc. Common Stock registered
hereby. The $100 registration fee paid with respect to the Preferred Stock
Purchase Rights represents the minimum statutory fee pursuant to Section
6(b) of the Securities Act of 1933, as amended.
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</TABLE>
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<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
- ---------------------------------------------------
The following documents, descriptions, amendments and reports filed by
Armco Inc. ("Armco") are incorporated by reference into this Registration
Statement:
(a) Armco's Annual Report on Form 10-K for the year ended December
31, 1994;
(b) Armco's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995;
(c) All other reports filed by Armco pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1994;
(d) The description of Armco Capital Stock that appears as Exhibit
99 to Armco's Annual Report on Form 10-K for the year ended December 31,
1994, and any description of Armco Capital Stock that appears in any
prospectus forming a part of any subsequent registration statement of Armco
filed under the Securities Act of 1933, as amended (the "Securities Act"),
or in any subsequent registration statement or report filed by Armco
pursuant to Section 12 of the Exchange Act; and
(e) The description of Armco's Preferred Stock Purchase Rights that
appears in Armco's Registration Statement on Form 8-A, dated July 7, 1986,
filed under Section 12 of the Exchange Act, as amended by Amendment No. 1
thereto on Form 8, dated July 11, 1988, and any description of Armco's
Preferred Stock Purchase Rights that appears in any prospectus forming a
part of any subsequent registration statement of Armco filed under the
Securities Act or in any subsequent registration statement or report filed
by Armco pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by Armco pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
- -------------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
- --------------------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
- -----------------------------------------------------
Section 1701.13(E) of the Ohio Revised Code, under which law Armco is
incorporated, grants corporations the power to indemnify a director,
officer, employee or agent against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any proceeding, other than a derivative
action, to which he is a party by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or was serving in a
similar capacity with another entity at the request of the corporation if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, he had no reason to believe his conduct was
unlawful. In the case of a derivative action, indemnification is limited to
expenses and no indemnification shall be made in respect of (i) any claim,
issue or matter as to which such person is adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless, and only to the extent that, a court determines, despite the
adjudication of liability, but in view of all the circumstances of the case,
that such person is fairly and reasonably entitled to indemnity for expenses
or (ii) any action or suit in which the only liability asserted against a
director is pursuant to Section 1701.95 of the Revised Code dealing with
unlawful loans, dividends and distribution of assets. Indemnification for
expenses is mandatory
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<PAGE>
under the statutory provisions if the person has been successful on the
merits or otherwise in any such proceeding. The indemnification authorized
by statute is not exclusive.
Article IV of Armco's Regulations provides that Armco shall indemnify
directors, officers, employees or agents to the full extent permitted by
applicable law and may, subject to certain exceptions, do so in cases where
applicable law does not provide for indemnification if authorized by the
directors upon the determination that such indemnification is in the best
interest of Armco.
Armco maintains insurance policies insuring Armco and its directors and
officers against claims resulting from defined acts or omissions to act,
subject to various exclusions, including pollution and antitrust claims and
claims resulting from dishonesty. After certain deductibles, policies cover
up to $75,000,000 for all losses in the year.
Item 7. Exemption from Registration Claimed
- -----------------------------------------------
Not Applicable.
Item 8. Exhibits
- --------------------
(i) Articles of Incorporation of Armco, as amended as of May 12,
1993, incorporated by reference to Exhibit 4.2 to Armco's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1993.
(ii) Regulations of Armco, incorporated by reference to Exhibit 3.2
to Armco's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994.
(iii) Shareholder Rights Agreement, dated as of June 27, 1986,
between Armco and Fifth Third Bank, as successor to Harris Trust and Savings
Bank, as Rights Agent, as amended as of June 24, 1988, incorporated by
reference to Exhibit 1 to Armco's Form 8-A, dated July 7, 1986, and Exhibit
1.1 to Armco's Form 8, dated July 11, 1988.
5. Opinion re: legality.
(i) Opinion of Gary R. Hildreth, Esq., including the consent of
such counsel.
23. Consents of experts and counsel.
(i) Consent of Deloitte & Touche LLP.
(ii) Consent of Ernst & Young LLP.
(iii) The consent of Gary R. Hildreth, Esq. is contained in the
opinion filed as Exhibit 5(i) to this Registration Statement.
24. Powers of Attorney.
Item 9. Undertakings
- ------------------------
Armco hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment hereof) which,
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<PAGE>
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by Armco pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Armco hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of Armco's Annual Report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of Armco, Armco has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by Armco of expenses incurred or paid by a director, officer or controlling
person of Armco in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, Armco will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Armco Inc., 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 Pittsburgh,
Commonwealth of Pennsylvania, on March 13, 1996.
ARMCO INC.
By /s/ James F. Will
------------------------------------
James F. Will
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 13, 1996.
Signature Title
---------- -----
/s/ James F. Will Chairman of the Board, President,
- ----------------------------------- Chief Executive Officer and Director
(James F. Will)
/s/ David G. Harmer Vice President and
- --------------------------------- Chief Financial Officer
(David G. Harmer)
/s/ Peter G. Leemputte Vice President and Controller
- ---------------------------------
(Peter G. Leemputte)
DIRECTORS:
* *
- --------------------------------- ---------------------------------
John J. Burns, Jr. (1) Paul H. Henson (1)
* *
- --------------------------------- ---------------------------------
Paula H.J. Cholmondeley (1) Bruce E. Robbins (1)
* *
- --------------------------------- ---------------------------------
David A. Duke (1) Burnell R. Roberts (1)
* *
- --------------------------------- ---------------------------------
John C. Haley (1) John D. Turner (1)
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<PAGE>
(1) By his signature set forth below, Gary R. Hildreth has signed this
Registration Statement as attorney for the persons noted above, in the
capacities above stated, pursuant to powers of attorney filed with the
Securities and Exchange Commission as exhibits to this Registration
Statement.
By: /s/ Gary R. Hildreth
------------------------------------
(Gary R. Hildreth, Attorney-in-Fact)
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<PAGE>
EXHIBIT INDEX
Exhibit Number
- --------------
(i) Articles of Incorporation of Armco, as amended as of May 12,
1993, incorporated by reference to Exhibit 4.2 to Armco's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1993.
(ii) Regulations of Armco, incorporated by reference to Exhibit 3.2
to Armco's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994.
(iii) Shareholder Rights Agreement, dated as of June 27, 1986,
between Armco and Fifth Third Bank, as successor to Harris Trust and Savings
Bank, as Rights Agent, as amended as of June 24, 1988, incorporated by
reference to Exhibit 1 to Armco's Form 8-A, dated July 7, 1986, and Exhibit
1.1 to Armco's Form 8, dated July 11, 1988.
5. Opinion re: legality.
(i) Opinion of Gary R. Hildreth, Esq., including the consent of
such counsel.
23. Consents of experts and counsel.
(i) Consent of Deloitte & Touche LLP.
(ii) Consent of Ernst & Young LLP.
(iii) The consent of Gary R. Hildreth, Esq. is contained in the
opinion filed as Exhibit 5(i) to this Registration Statement.
24. Powers of Attorney.
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<PAGE>
Exhibit 5(i)
[LOGO OF ARMCO INC.] ARMCO INC.
SPECIALTY FLAT-ROLLED STEELS
One Oxford Centre
301 Grant Street
Pittsburgh, PA 15219-1415
412-255-9800
March 13, 1996
Armco Inc.
One Oxford Centre
301 Grant Street
Pittsburgh, PA 15219-1415
Re: Registration Statement on Form S-8
Dear Sirs:
As Vice President, General Counsel and Secretary of Armco Inc. (the
"Company"), I am familiar with the 1996 Incentive Plan of Armco Inc.
(the "Plan") and the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with respect to the
registration of 2,000,000 shares (the "Shares") of the Company's Common
Stock, par value $.01 per share, and of an equal number of Preferred
Stock Purchase Rights (the "Rights"), which currently are attached to
and transferable only with the Shares.
I have examined or caused attorneys under my supervision to examine
originals or photostatic or certified copies of such records of the
Company, certificates of officers of the Company and of public
officials, written documents constituting the Plan and other documents
as I have deemed relevant and necessary as the basis for the opinion set
forth below. In making such examination, I have assumed the genuineness
of all signatures, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents
submitted to me as certified or photostatic copies, and the authenticity
of the originals of such latter documents.
Based upon the foregoing and relying upon statements of fact
contained in the documents that I have examined, I am of the opinion
that, upon the issuance and delivery of the Shares and the related
Rights in accordance with the provisions of the Plan, the Shares and the
related Rights will have been validly issued and the Shares will be
fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit
that I am within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended or the Rules and
Regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Gary R. Hildreth
Gary R. Hildreth
Vice President, General Counsel
and Secretary
map
<PAGE>
Exhibit 23(i)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Armco Inc. on Form S-8 of (1) our reports dated February 3, 1995 on the
consolidated financial statements and financial statement schedule of Armco
Inc. and subsidiaries and (2) our report dated March 15, 1995 on the
financial statements and financial statement schedules of Armco Financial
Services Group - Companies to be Sold, appearing in or incorporated by
reference in the Annual Report on Form 10-K of Armco Inc. for the year ended
December 31, 1994.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
March 11, 1996
<PAGE>
Exhibit 23(ii)
Consent of Independent Auditors
We consent to the incorporation by reference in Registration Statement on
Form S-8 of Armco, Inc. for the registration of 2,000,000 shares of Armco,
Inc. common stock pertaining to the 1996 Incentive Plan of Armco, Inc. of
our report dated January 26, 1995, with respect to the consolidated
financial statements of National-Oilwell and subsidiaries included in the
Armco, Inc. Annual Report (Form 10-K) for the year ended December 31, 1994.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Houston, Texas
March 12, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
ARMCO INC.
The undersigned, in each of my capacities with Armco Inc., an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, one or more Registration Statements on Form S-8
relating to shares of its Common Stock, par value $.01 per share, and to
the related preferred stock purchase rights, hereby constitutes and
appoints Gary R. Hildreth and Thomas D. Thurman, and each of them
individually, with full power of substitution and resubstitution, as
attorneys or attorney to sign for the undersigned in my name said
Registration Statements and any and all amendments thereto (including
post-effective amendments), and to file with the Securities and Exchange
Commission the same, with all exhibits thereto, and any and all
applications or other documents to be filed with the Securities and
Exchange Commission pertaining thereto, with full power and authority to
do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
of any such substitute.
Executed this 29th day of February, 1996.
/s/ John J. Burns, Jr.
---------------------------------
John J. Burns, Jr.
Director
<PAGE>
POWER OF ATTORNEY
ARMCO INC.
The undersigned, in each of my capacities with Armco Inc., an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, one or more Registration Statements on Form S-8
relating to shares of its Common Stock, par value $.01 per share, and to
the related preferred stock purchase rights, hereby constitutes and
appoints Gary R. Hildreth and Thomas D. Thurman, and each of them
individually, with full power of substitution and resubstitution, as
attorneys or attorney to sign for the undersigned in my name said
Registration Statements and any and all amendments thereto (including
post-effective amendments), and to file with the Securities and Exchange
Commission the same, with all exhibits thereto, and any and all
applications or other documents to be filed with the Securities and
Exchange Commission pertaining thereto, with full power and authority to
do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
of any such substitute.
Executed this 29th day of February, 1996.
/s/ Paula H.J. Cholmondeley
---------------------------------
Paula H.J. Cholmondeley
Director
POWER OF ATTORNEY
ARMCO INC.
The undersigned, in each of my capacities with Armco Inc., an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, one or more Registration Statements on Form S-8
relating to shares of its Common Stock, par value $.01 per share, and to
the related preferred stock purchase rights, hereby constitutes and
appoints Gary R. Hildreth and Thomas D. Thurman, and each of them
individually, with full power of substitution and resubstitution, as
attorneys or attorney to sign for the undersigned in my name said
Registration Statements and any and all amendments thereto (including
post-effective amendments), and to file with the Securities and Exchange
Commission the same, with all exhibits thereto, and any and all
applications or other documents to be filed with the Securities and
Exchange Commission pertaining thereto, with full power and authority to
do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
of any such substitute.
Executed this 27th day of February, 1996.
/s/ David A. Duke
---------------------------------
David A. Duke
Director
<PAGE>
POWER OF ATTORNEY
ARMCO INC.
The undersigned, in each of my capacities with Armco Inc., an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, one or more Registration Statements on Form S-8
relating to shares of its Common Stock, par value $.01 per share, and to
the related preferred stock purchase rights, hereby constitutes and
appoints Gary R. Hildreth and Thomas D. Thurman, and each of them
individually, with full power of substitution and resubstitution, as
attorneys or attorney to sign for the undersigned in my name said
Registration Statements and any and all amendments thereto (including
post-effective amendments), and to file with the Securities and Exchange
Commission the same, with all exhibits thereto, and any and all
applications or other documents to be filed with the Securities and
Exchange Commission pertaining thereto, with full power and authority to
do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
of any such substitute.
Executed this 1st day of March, 1996.
/s/ John C. Haley
---------------------------------
John C. Haley
Director
<PAGE>
POWER OF ATTORNEY
ARMCO INC.
The undersigned, in each of my capacities with Armco Inc., an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, one or more Registration Statements on Form S-8
relating to shares of its Common Stock, par value $.01 per share, and to
the related preferred stock purchase rights, hereby constitutes and
appoints Gary R. Hildreth and Thomas D. Thurman, and each of them
individually, with full power of substitution and resubstitution, as
attorneys or attorney to sign for the undersigned in my name said
Registration Statements and any and all amendments thereto (including
post-effective amendments), and to file with the Securities and Exchange
Commission the same, with all exhibits thereto, and any and all
applications or other documents to be filed with the Securities and
Exchange Commission pertaining thereto, with full power and authority to
do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
of any such substitute.
Executed this 29th day of February, 1996.
/s/ Paul H. Henson
-----------------------------------
Paul H. Henson
Director
<PAGE>
POWER OF ATTORNEY
ARMCO INC.
The undersigned, in each of my capacities with Armco Inc., an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, one or more Registration Statements on Form S-8
relating to shares of its Common Stock, par value $.01 per share, and to
the related preferred stock purchase rights, hereby constitutes and
appoints Gary R. Hildreth and Thomas D. Thurman, and each of them
individually, with full power of substitution and resubstitution, as
attorneys or attorney to sign for the undersigned in my name said
Registration Statements and any and all amendments thereto (including
post-effective amendments), and to file with the Securities and Exchange
Commission the same, with all exhibits thereto, and any and all
applications or other documents to be filed with the Securities and
Exchange Commission pertaining thereto, with full power and authority to
do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
of any such substitute.
Executed this 27th day of February, 1996.
/s/ Bruce E. Robbins
-----------------------------------
Bruce E. Robbins
Director
<PAGE>
POWER OF ATTORNEY
ARMCO INC.
The undersigned, in each of my capacities with Armco Inc., an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, one or more Registration Statements on Form S-8
relating to shares of its Common Stock, par value $.01 per share, and to
the related preferred stock purchase rights, hereby constitutes and
appoints Gary R. Hildreth and Thomas D. Thurman, and each of them
individually, with full power of substitution and resubstitution, as
attorneys or attorney to sign for the undersigned in my name said
Registration Statements and any and all amendments thereto (including
post-effective amendments), and to file with the Securities and Exchange
Commission the same, with all exhibits thereto, and any and all
applications or other documents to be filed with the Securities and
Exchange Commission pertaining thereto, with full power and authority to
do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
of any such substitute.
Executed this 27th day of February, 1995.
/s/ Burnell R. Roberts
-------------------------------------
Burnell R. Roberts
Director
<PAGE>
POWER OF ATTORNEY
ARMCO INC.
The undersigned, in each of my capacities with Armco Inc., an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, one or more Registration Statements on Form S-8
relating to shares of its Common Stock, par value $.01 per share, and to
the related preferred stock purchase rights, hereby constitutes and
appoints Gary R. Hildreth and Thomas D. Thurman, and each of them
individually, with full power of substitution and resubstitution, as
attorneys or attorney to sign for the undersigned in my name said
Registration Statements and any and all amendments thereto (including
post-effective amendments), and to file with the Securities and Exchange
Commission the same, with all exhibits thereto, and any and all
applications or other documents to be filed with the Securities and
Exchange Commission pertaining thereto, with full power and authority to
do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
of any such substitute.
Executed this 27th day of February, 1996.
/s/ John D. Turner
------------------------------------
John D. Turner
Director
