<PAGE> 1
SECOND QUARTER - 1995
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
_________________________
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended June 30, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from __________ to __________
_________________________
Commission file number 1-9117
I.R.S. Employer Identification Number 36-3425828
INLAND STEEL INDUSTRIES, INC.
(a Delaware Corporation)
30 West Monroe Street
Chicago, Illinois 60603
Telephone: (312) 346-0300
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 48,650,809 shares of the
Company's Common Stock ($1.00 par value per share) were outstanding as of
August 4, 1995.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Dollars in Millions (except per share data)
-----------------------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
---------------------------- ----------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $1,273.5 $1,135.6 $2,531.2 $2,211.3
-------- -------- -------- --------
OPERATING COSTS AND EXPENSES
Cost of goods sold 1,072.8 977.0 2,150.7 1,934.1
Selling, general and
administrative expenses 52.6 51.4 104.3 100.1
Depreciation 35.7 35.9 72.2 69.6
------- ------- ------- -------
Total 1,161.1 1,064.3 2,327.2 2,103.8
------- ------- ------- -------
OPERATING PROFIT 112.4 71.3 204.0 107.5
General corporate expense,
net of income items 2.3 2.6 6.2 5.9
Interest and other expense on debt 15.8 18.5 31.6 36.8
------- ------- ------- --------
INCOME BEFORE INCOME TAXES 94.3 50.2 166.2 64.8
PROVISION FOR INCOME TAXES 36.4 18.6 64.3 24.0
------- ------- ------- --------
NET INCOME $ 57.9 $ 31.6 $ 101.9 $ 40.8
======= ======= ======= =======
EARNINGS PER SHARE OF COMMON STOCK:
PRIMARY $ 1.08 $ .57 $ 1.93 $ .60
======= ====== ======= =======
FULLY DILUTED $ 1.02 $ .53 $ 1.81 $ .56
======= ====== ======= =======
</TABLE>
See notes to consolidated financial statements
- 1 -
<PAGE> 3
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Dollars in Millions
-------------------------------
Six Months Ended
June 30
---------------------------------
1995 1994
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 101.9 $ 40.8
-------- --------
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation 72.5 69.9
Deferred employee benefit cost 7.0 24.0
Deferred income taxes 44.8 20.2
Change in: Receivables (43.7) (37.6)
Inventories (53.6) (48.3)
Advances (28.2) -
Accounts payable (32.8) (17.3)
Accrued salaries and wages (2.8) 8.5
Other accrued liabilities 28.5 (5.1)
Other deferred items 10.1 16.9
--------- ---------
Net adjustments 1.8 31.2
--------- ---------
Net cash provided from operating activities 103.7 72.0
--------- ---------
INVESTING ACTIVITIES
Capital expenditures (51.0) (108.2)
Investments in and advances to joint ventures, net 5.2 8.8
Proceeds from sales of assets 1.1 2.1
--------- ---------
Net cash used for investing activities (44.7) (97.3)
--------- ---------
FINANCING ACTIVITIES
Long-term debt issued - 19.7
Long-term debt retired (8.9) (158.3)
Dividends paid (16.6) (17.8)
Acquisition of treasury stock (1.2) (1.5)
--------- ---------
Net cash used for financing activities (26.7) (157.9)
--------- ---------
Net increase (decrease) in cash and cash equivalents 32.3 (183.2)
Cash and cash equivalents - beginning of year 107.1 250.5
-------- ---------
Cash and cash equivalents - end of period $ 139.4 $ 67.3
======== =========
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest (net of amount capitalized) $ 30.2 $ 37.4
Income taxes, net 4.9 3.5
Non-cash investing and financing activities:
Long-term debt acquired in purchase of assets - 63.3
Reduction of deferred employee benefits resulting from
contribution of common stock to the Company's Pension Trust 100.0 -
</TABLE>
See notes to consolidated financial statements
- 2 -
<PAGE> 4
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
Dollars in Millions
-----------------------------------------------------------
June 30, 1995 December 31, 1994
------------------------ ---------------------
ASSETS (unaudited)
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 139.4 $ 107.1
Receivables 547.3 503.6
Inventories - principally at LIFO
In process and finished products $ 421.6 $ 363.8
Raw materials and supplies 61.5 483.1 65.7 429.5
Advances --------- 28.2 --------- -
Deferred income taxes 42.2 41.3
--------- ---------
Total current assets 1,240.2 1,081.5
INVESTMENTS AND ADVANCES 217.8 225.1
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost 4,319.7 4,269.2
Less: Reserve for depreciation,
amortization and depletion 2,629.7 2,558.2
Allowance for terminated facilities 100.7 1,589.3 100.7 1,610.3
--------- --------
DEFERRED INCOME TAXES 334.5 379.0
OTHER ASSETS 54.8 57.5
--------- ---------
Total Assets $ 3,436.6 $ 3,353.4
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 320.8 $ 351.2
Accrued liabilities 219.8 194.1
Long-term debt due within one year 19.7 19.5
--------- ---------
Total current liabilities 560.3 564.8
LONG-TERM DEBT 696.9 705.9
DEFERRED EMPLOYEE BENEFITS 1,208.2 1,301.2
OTHER CREDITS 46.1 49.4
--------- ---------
Total liabilities 2,511.5 2,621.3
REDEEMABLE PREFERRED STOCK 185.0 185.0
COMMON STOCK REPURCHASE COMMITMENT 37.0 37.9
STOCKHOLDERS' EQUITY (Schedule A) 703.1 509.2
--------- ---------
Total Liabilities, Temporary Equity,
and Stockholders' Equity $ 3,436.6 $ 3,353.4
========= =========
</TABLE>
See notes to consolidated financial statements
- 3 -
<PAGE> 5
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1/FINANCIAL STATEMENTS
Results of operations for any interim period are not necessarily indicative of
results of any other periods or for the year. The financial statements as of
June 30, 1995 and for the three-month and six-month periods ended June 30, 1995
and 1994 are unaudited, but in the opinion of management include all
adjustments necessary for a fair presentation of results for such periods.
These financial statements should be read in conjunction with the financial
statements and related notes contained in the Annual Report to Stockholders for
the year ended December 31, 1994.
NOTE 2/CAPITAL STOCK
During the 1995 second quarter, the Company contributed 3.9 million shares of
its common stock with an aggregate value of $100 million to the Company's
Pension Trust, reducing deferred employee benefits and increasing stockholders'
equity.
NOTE 3/SUBSEQUENT EVENT
In June, the Company announced it was temporarily postponing the early
repurchase of its Series F Exchangeable Preferred Stock due to an increase in
breakage fees resulting from a reduction in interest rates. On August 1, the
Company exchanged its Series F Exchangeable Preferred Stock, held entirely by
Nippon Steel Corporation, for a 10.23% Subordinated Voting Note.
NOTE 4/COMMITMENTS
The total amount of firm commitments of the Company and its subsidiaries to
contractors and suppliers, primarily in connection with additions to property,
plant and equipment, increased to $43 million on June 30, 1995 from $42 million
on December 31, 1994.
- 4 -
<PAGE> 6
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - Comparison of Second Quarter 1995 to Second Quarter
1994
The Company's reported consolidated net income of $57.9 million, $1.08
per common share, in the second quarter of 1995 exceeded the net income of
$31.6 million, $.57 per share, in the year-ago quarter by more than eighty
percent. Improved operating results at both of the Company's business segments
were the primary factor for the year-to-year improvement.
Consolidated net sales continued to improve, rising 12 percent from the
year-ago quarter to $1.27 billion. Both segments benefited from higher average
selling prices which was the major factor for the improvement.
The Steel Manufacturing segment reported $69.6 million of operating
profit, up from $46.7 million in the 1994 second quarter. Net sales increased
7 percent to $685 million due almost entirely to an increase in average selling
price, as volume was virtually unchanged at 1,340,000 tons. Operating profit
as a percent of sales in the 1995 second quarter improved from the second
quarter of 1994 as the operating cost increase of 3 percent was less than the 7
percent revenue increase.
The Materials Distribution segment net sales of $632 million in the
second quarter of 1995 were 15 percent ahead of the year-earlier quarter due
almost entirely to an increase in average selling price. Reflecting the
improvement in net sales, operating profit increased $16.8 million to $41.0
million in the 1995 second quarter from the year-ago period. On a quarter to
comparable year-earlier quarter basis, this is the sixteenth consecutive
quarter of Materials Distribution operating profit improvement.
Comparison of First Six Months of 1995 to First Six Months of 1994
The strong operating performance in the first half of 1995 at both of the
Company's business segments was the major factor in the Company reporting a
consolidated net income of $102 million for the first six months of 1995
compared to $41 million of net income in the first half of 1994.
Consolidated net sales of $2.53 billion were 14 percent higher for the
first six months of 1995 than the 1994 first half due to improved average
selling price at both business segments and higher volume at the Materials
Distribution segment.
Steel Manufacturing segment net sales of $1.34 billion for the first half
of 1995 increased 8 percent from the comparable 1994 period due primarily to an
improvement in average selling price as shipments increased marginally. Higher
average selling price was also the primary factor leading to operating profit
increasing to $121 million, more than double year-earlier levels.
The Materials Distribution segment continued to advance, posting net
sales of $1.28 billion and operating profit of $83.0 million, increases of 18
percent and 82 percent, respectively, from year-ago periods. Average selling
price in the first six months of 1995 increased 14 percent while volume rose 4
percent compared with the 1994 first half.
- 5 -
<PAGE> 7
Liquidity and Financing
At June 30, 1995, the Company had cash and cash equivalents of $139
million, compared with $107 million at year-end 1994. There was no short-term
borrowing at either date.
In the 1995 first quarter, the Ryerson unsecured revolving credit
facility was increased to $200 million and the maturity was extended for five
years. This increased the Company's subsidiaries total committed credit
facilities to $325 million.
During the second quarter, the credit facility at I/N Kote, Inland Steel
Company's joint venture galvanizing facility, was renegotiated resulting in
reduced borrowing rates, an increase in the term from three to five years, and
a reduction in the credit line from $55 million to $45 million.
In July, Inland Steel Company refinanced $17 million of Pollution Control
Bonds, lowering the interest rate from 10.75 percent to 6.85 percent on such
debt.
In May the Company contributed 3.9 million shares of its common stock
with an aggregate value of $100 million to the Company's Pension Trust. The
contribution strengthens the plan's funded status and reduces the need for
future contributions.
- 6 -
<PAGE> 8
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) A meeting of stockholders was held on May 24, 1995 and was an
annual meeting.
(b) No answer is required.
(c) The election of ten nominees for director of the Company was
voted upon at the meeting. The number of affirmative votes
and the number of votes withheld with respect to such approval
is as follows:
<TABLE>
<CAPTION>
Nominee Affirmative Votes Votes Withheld
------- ----------------- --------------
<S> <C> <C>
A Robert Abboud 46,663,012 956,596
James W. Cozad 47,190,991 428,617
Robert J. Darnall 46,979,354 640,254
James A. Henderson 47,171,088 448,520
Robert B. McKersie 47,141,583 478,025
Maurice S. Nelson, Jr. 47,095,669 523,939
Donald S. Perkins 47,129,579 490,029
Joshua I. Smith 47,142,196 477,412
Nancy H. Teeters 47,160,913 458,695
Arnold R. Weber 47,141,877 477,731
</TABLE>
The results of the voting for approval of the Inland 1995 Incentive
Stock Plan (the "1995 Plan") are as follows:
<TABLE>
<CAPTION>
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
<S> <C> <C> <C>
37,947,216 5,679,781 1,256,158 2,736,452
</TABLE>
The results of the voting for the election of Price Waterhouse to
audit the accounts of the Company and its subsidiaries for 1995 are
as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C>
47,214,420 259,008 146,180
</TABLE>
There were no matters voted upon at the meeting, other than approval
of the 1995 Plan, to which broker non-votes applied.
(d) Not applicable.
- 7 -
<PAGE> 9
ITEM 5. OTHER INFORMATION
Consolidated financial statements for Inland Materials Distribution Group,
Inc. are set forth in Appendix A to this Quarterly Report on Form 10-Q.
Separate consolidated financial statements for Inland Steel Company are set
forth in Inland Steel Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3.(i) Copy of Certificate of Incorporation, as amended, of the Company.
(Filed as Exhibit 3.(i) to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994, and incorporated by
reference herein.)
3.(ii) Copy of By-laws, as amended, of the Company. (Filed as Exhibit
3.(ii) to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, and incorporated by reference herein.)
4.A Copy of Certificate of Designations, Preferences and Rights of
Series A $2.40 Cumulative Convertible Preferred Stock of the
Company. (Filed as part of Exhibit B to the definitive Proxy
Statement of Inland Steel Company dated March 21, 1986 that was
furnished to stockholders in connection with the annual meeting held
April 23, 1986, and incorporated by reference herein.)
4.B Copy of Certificate of Designation, Preferences and Rights of Series
D Junior Participating Preferred Stock of the Company. (Filed as
Exhibit 4-D to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987, and incorporated by reference
herein.)
4.C Copy of Rights Agreement, dated as of November 25, 1987, as amended
and restated as of May 24, 1989, between the Company and The First
National Bank of Chicago, as Rights Agent (Harris Trust and Savings
Bank, as successor Rights Agent). (Filed as Exhibit 1 to the
Company's Current Report on Form 8-K filed on May 24, 1989, and
incorporated by reference herein.)
4.D Copy of Certificate of Designations, Preferences and Rights of
Series E ESOP Convertible Preferred Stock of the Company. (Filed as
Exhibit 4-F to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989, and incorporated by reference herein.)
4.E Copy of Certificate of Designations, Preferences and Rights of
Series F Exchangeable Preferred Stock of the Company. (Filed as
Exhibit 4(b) to the Company's Current Report on Form 8-K filed on
December 18, 1989, and incorporated by reference herein.)
4.F Copy of Indenture dated as of December 15, 1992, between the Company
and Harris Trust and Savings Bank, as Trustee, respecting the
Company's $150,000,000 12-3/4% Notes due December 15, 2002. (Filed
as Exhibit 4-G to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, and incorporated by reference
herein.)
4.G Copy of First Mortgage Indenture, dated April 1, 1928, between
Inland Steel Company (the "Steel Company") and First Trust and
Savings Bank and Melvin A. Traylor, as Trustees, and of
supplemental indentures thereto, to and including the Thirty-Second
Supplemental Indenture, incorporated by reference from the following
Exhibits: (i) Exhibits B-1(a), B-1(b), B-1(c), B-1(d) and B-1(e),
filed with Steel Company's Registration Statement on Form A-2 (No.
2-1855); (ii) Exhibits D-1(f) and D-1(g), filed with Steel Company's
Registration Statement on Form E-1 (No. 2-2182); (iii) Exhibit
B-1(h), filed with Steel Company's Current Report on Form 8-K dated
January 18, 1937; (iv) Exhibit B-1(i), filed with Steel Company's
Current Report on Form 8-K, dated February 8, 1937; (v) Exhibits
B-1(j) and B-1(k), filed with Steel Company's Current Report on
Form 8-K for the month of April, 1940; (vi) Exhibit B-2, filed with
Steel Company's Registration Statement on Form A-2 (No. 2-4357);
(vii) Exhibit B-1(l), filed with Steel Company's Current Report on
Form 8-K for the month of January, 1945; (viii) Exhibit 1, filed
with Steel Company's Current Report on Form 8-K for the month of
November, 1946; (ix) Exhibit 1, filed with Steel Company's Current
Report on Form 8-K for the months of July and August, 1948; (x)
Exhibits B and C, filed with Steel Company's Current Report on Form
8-K for the month of March, 1952; (xi) Exhibit A, filed with Steel
Company's Current Report on
- 8 -
<PAGE> 10
Form 8-K for the month of July, 1956; (xii) Exhibit A, filed with
Steel Company's Current Report on Form 8-K for the month of July,
1957; (xiii) Exhibit B, filed with Steel Company's Current Report on
Form 8-K for the month of January, 1959; (xiv) the Exhibit filed with
Steel Company's Current Report on Form 8-K for the month of December,
1967; (xv) the Exhibit filed with Steel Company's Current Report on
Form 8-K for the month of April, 1969; (xvi) the Exhibit filed with
Steel Company's Current Report on Form 8-K for the month of July,
1970; (xvii) the Exhibit filed with the amendment on Form 8 to Steel
Company's Current Report on Form 8-K for the month of April, 1974;
(xviii) Exhibit B, filed with Steel Company's Current Report on Form
8-K for the month of September, 1975; (xix) Exhibit B, filed with
Steel Company's Current Report on Form 8-K for the month of January,
1977; (xx) Exhibit C, filed with Steel Company's Current Report on
Form 8-K for the month of February, 1977; (xxi) Exhibit B, filed with
Steel Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1978; (xxii) Exhibit B, filed with Steel Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1980; (xxiii)
Exhibit 4-D, filed with Steel Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1980; (xxiv) Exhibit 4-D,
filed with Steel Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1982; (xxv) Exhibit 4-E, filed with Steel
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1983; (xxvi) Exhibit 4(i) filed with the Steel Company's
Registration Statement on Form S-2 (No. 33-43393); and (xxvii)
Exhibit 4 filed with Steel Company's Current Report on Form 8-K
dated June 23, 1993.
4.H Copy of the Thirty-Third Supplemental Indenture dated as of June 1,
1995, from Inland Steel Company to First National Bank and John G.
Finley as Trustees to the First Mortgage Indenture dated April 1,
1928 between Inland Steel Company and First Trust and Savings Bank
and Melvin A. Traylor, as Trustees.
4.I Copy of consolidated reprint of First Mortgage Indenture, dated
April 1, 1928, between Inland Steel Company and First Trust and
Savings Bank and Melvin A. Traylor, as Trustees, as amended and
supplemented by all supplemental indentures thereto, to and
including the Thirteenth Supplemental Indenture. (Filed as Exhibit
4-E to Form S-1 Registration Statement No. 2-9443, and incorporated
by reference herein.)
10.A* Copy of Inland 1984 Incentive Stock Plan, as amended.
10.B* Copy of Inland 1988 Incentive Stock Plan, as amended.
10.C* Copy of Inland 1992 Incentive Stock Plan, as amended.
10.D* Copy of Inland Steel Industries Non-Qualified Thrift Plan, as
amended.
10.E* Copy of Inland 1992 Stock Plan for Non-Employee Directors, as
amended.
11 Statement of Earnings per Share of Common Stock.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
On June 5, 1995, the Company filed a Current Report on Form 8-K
dated June 5, 1995 reporting in a press release dated June 1, 1995
the temporary postponement of the early repurchase of its Series F
redeemable preferred stock due to an increase in breakage fees
resulting from a reduction in interest rates.
________________________
* Management contract or compensatory plan or arrangement required to
be filed as an exhibit to the Company's Quarterly Report on Form
10-Q.
- 9 -
<PAGE> 11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INLAND STEEL INDUSTRIES, INC.
By JAMES M. HEMPHILL
------------------------------
James M. Hemphill
Controller and
Principal Accounting Officer
Date: August 9, 1995
- 10 -
<PAGE> 12
Part I -- Schedule A
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
SUMMARY OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Dollars in Millions
-------------------------------------------------------------------------
June 30, 1995 December 31, 1994
-------------------------- --------------------------
(unaudited)
<S> <C> <C> <C> <C>
STOCKHOLDERS' EQUITY
Series A preferred stock ($1 par value)
- 94,701 shares issued and outstanding as of
June 30, 1995 and December 31, 1994 $ .1 $ .1
Series E preferred stock ($1 par value)
- 3,112,511 shares and 3,102,553 shares
issued and outstanding as of June 30,
1995 and December 31, 1994, respectively 3.1 3.1
Common stock ($1 par value)
- 50,556,350 shares issued as of June 30, 1995
and December 31, 1994 50.6 50.6
Capital in excess of par value 1,053.6 1,095.5
Accumulated deficit
Balance beginning of year $(292.4) $(371.9)
Net income 101.9 107.4
Dividends
Series A preferred stock -
$1.20 per share in 1995 and
$2.40 per share in 1994 (.1) (.2)
Series E preferred stock -
$1.7615 per share in 1995 and
$3.523 per share in 1994 (5.5) (11.0)
Income tax benefit - Series E dividend 1.2 2.5
Series F preferred stock -
$47.40 per share in 1995 and
$94.80 per share in 1994
(8.8) (17.5)
Series G preferred stock -
$1.54165 per share in 1994 - (1.7)
Common stock -
$.10 per share in 1995 (4.6) (208.3) - (292.4)
------- -------
Unearned compensation related to ESOP (95.2) (100.5)
Common stock repurchase commitment (37.0) (37.9)
Investment valuation allowance (4.3) (3.5)
Unearned restricted stock award compensation (3.3) (4.0)
Treasury stock, at cost
- 1,912,650 shares and 6,006,122
shares as of June 30, 1995 and
December 31, 1994, respectively (54.7) (200.9)
Cumulative translation adjustment (1.5) (.9)
------- -------
Total Stockholders' Equity $ 703.1 $ 509.2
======= =======
</TABLE>
- 11 -
<PAGE> 13
Part I -- Schedule B
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
SUMMARY FINANCIAL INFORMATION FOR BUSINESS SEGMENTS (UNAUDITED)
<TABLE>
<CAPTION>
Dollars in Millions
-----------------------------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
----------------------- ---------------------
1995 1994 1995 1994
-------- -------- -------- --------
NET SALES
<S> <C> <C> <C> <C>
Steel Manufacturing Operations $ 685.4 $ 643.2 $1,337.1 $1,234.0
Materials Distribution Operations 631.7 548.1 1,284.0 1,086.6
Eliminations and adjustments (43.6) (55.7) (89.9) (109.3)
-------- -------- -------- --------
Total Net Sales $1,273.5 $1,135.6 $2,531.2 $2,211.3
======== ======== ======== ========
OPERATING PROFIT
Steel Manufacturing Operations $ 69.6 $ 46.7 $ 120.9 $ 60.3
Materials Distribution Operations 41.0 24.2 83.0 45.6
Eliminations and adjustments 1.8 .4 .1 1.6
-------- -------- -------- --------
Total Operating Profit $ 112.4 $ 71.3 $ 204.0 $ 107.5
======== ======== ======== ========
</TABLE>
- 12 -
<PAGE> 14
APPENDIX A
INLAND MATERIALS DISTRIBUTION GROUP, INC.
AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Dollars in Millions
------------------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
----------------------- ---------------------------
1995 1994 1995 1994
-------- -------- --------- --------
<S> <C> <C> <C> <C>
NET SALES $ 631.7 $ 548.1 $ 1,284.0 $ 1,086.6
-------- -------- --------- ---------
OPERATING COSTS AND EXPENSES
Cost of goods sold 546.0 480.1 1,111.0 954.0
Selling, general and administrative expenses 39.1 38.5 79.0 76.3
Depreciation and amortization 5.6 5.3 11.0 10.7
-------- -------- -------- ---------
Total 590.7 523.9 1,201.0 1,041.0
-------- -------- -------- ---------
OPERATING PROFIT 41.0 24.2 83.0 45.6
General corporate expense (1.8) (1.8) (3.6) (3.6)
Interest income (expense), net .3 (.9) 1.0 (1.7)
-------- -------- -------- ---------
INCOME BEFORE INCOME TAXES 39.5 21.5 80.4 40.3
PROVISION FOR INCOME TAXES 15.5 10.5 31.9 16.5
------- -------- -------- ---------
NET INCOME $ 24.0 $ 11.0 $ 48.5 $ 23.8
======= ======== ======== =========
</TABLE>
See notes to consolidated financial statements
A-1
<PAGE> 15
INLAND MATERIALS DISTRIBUTION GROUP, INC.
AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Dollars in Millions
-------------------
Six Months Ended
June 30
---------------------
1995 1994
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 48.5 $ 23.8
------ ------
Adjustments to reconcile net income to net cash
provided from (used for) operating activities:
Depreciation and amortization 11.0 10.7
Deferred employee benefit cost (13.9) (.4)
Deferred income taxes 3.0 4.9
Change in: Receivables (50.1) (46.4)
Inventories (23.6) (28.6)
Other assets (.5) -
Accounts payable 10.6 42.6
Payables to related companies 5.4 7.4
Accrued liabilities (2.8) (1.1)
-------- --------
Net adjustments (60.9) (10.9)
-------- --------
Net cash provided from (used for) operating activities (12.4) 12.9
-------- --------
INVESTING ACTIVITIES
Capital expenditures (6.5) (6.2)
Proceeds from sales of assets .6 .3
-------- --------
Net cash used for investing activities (5.9) (5.9)
-------- --------
FINANCING ACTIVITIES
Long-term debt retired (.7) (.6)
Change in notes receivable from related companies 16.5 (35.9)
-------- ---------
Net cash provided from (used for) financing activities 15.8 (36.5)
-------- -------
Net decrease in cash and cash equivalents (2.5) (29.5)
Cash and cash equivalents - beginning of year 2.5 29.5
-------- -------
Cash and cash equivalents - end of period $ - $ -
======== =======
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest (net of amount capitalized) $ 1.6 $ 1.7
Income taxes, net 23.8 9.9
</TABLE>
See notes to consolidated financial statements
A-2
<PAGE> 16
INLAND MATERIALS DISTRIBUTION GROUP, INC.
AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
Dollars in Millions
-----------------------------------------------------------------------
ASSETS June 30, 1995 December 31, 1994
------------------------ ---------------------------
(unaudited)
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ - $ 2.5
Receivables 277.2 227.1
Inventories - principally at LIFO 296.8 273.2
Notes receivable from related companies 41.1 57.6
Deferred income taxes 13.3 13.0
-------- --------
Total current assets 628.4 573.4
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $ 466.4 $461.6
Less accumulated depreciation 218.3 248.1 209.1 252.5
------ ------
DEFERRED INCOME TAXES 23.3 26.6
EXCESS OF COST OVER NET ASSETS ACQUIRED 24.3 25.0
OTHER ASSETS 2.1 1.6
-------- --------
Total Assets $ 926.2 $ 879.1
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable $ 110.4 $ 99.8
Payables to related companies - trade and other 20.2 14.8
Accrued liabilities 25.5 28.3
Long-term debt due within one year 4.7 4.7
--------- --------
Total current liabilities 160.8 147.6
LONG-TERM DEBT 22.9 23.6
DEFERRED EMPLOYEE BENEFITS AND OTHER 114.0 127.9
-------- --------
Total liabilities 297.7 299.1
STOCKHOLDER'S EQUITY 628.5 580.0
-------- ---------
Total Liabilities and Stockholder's Equity $ 926.2 $ 879.1
======== ========
</TABLE>
See notes to consolidated financial statements
A-3
<PAGE> 17
INLAND MATERIALS DISTRIBUTION GROUP, INC.
AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1/FINANCIAL STATEMENTS
Results of operations for any interim period are not necessarily indicative of
results of any other periods or for the year. The financial statements as of
June 30, 1995 and for the three-month and six-month periods ended June 30, 1995
and 1994 are unaudited, but in the opinion of management include all
adjustments necessary for a fair presentation of results for such periods.
These financial statements should be read in conjunction with the financial
statements and related notes contained in Appendix A of Inland Steel
Industries, Inc. Annual Report on Form 10-K for the year ended December 31,
1994.
NOTE 2/RELATED PARTY TRANSACTIONS
Inland Materials Distribution Group, Inc. ("Distribution") has agreed to
procedures established by Inland Steel Industries, Inc. ("Industries") for
charging Industries' administrative expenses to the operating companies owned
by it. Pursuant to these procedures, Distribution was charged $3.6 million by
Industries for each of the first six months of 1995 and 1994, for management,
financial and legal services provided to Distribution.
Procedures also have been established to charge interest on all intercompany
loans within the Industries group of companies. Such loans currently bear
interest at the prime rate. Distribution's net intercompany interest income
for the first six months of 1995 totaled $1.6 million as compared to $.3
million of interest expense for the first six months of 1994.
Distribution sells to and purchases products from other companies within the
Industries group of companies. Such transactions are made at prevailing market
prices. These transactions are summarized as follows:
<TABLE>
<CAPTION>
Dollars in Millions
-------------------------------------------------------------
Three Months Six Months
Ended June 30 Ended June 30
------------------ -------------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net Product Sales $ 3.8 $ 2.9 $ 7.2 $ 5.5
Net Product Purchases 41.6 54.5 86.1 107.3
</TABLE>
A-4
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
------- ----------- --------
<S> <C> <C>
3.(i) Copy of Certificate of Incorporation, as amended, of the
Company. (Filed as Exhibit 3.(i) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994,
and incorporated by reference herein.) --
3.(ii) Copy of By-laws, as amended, of the Company. (Filed as Exhibit
3.(ii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and incorporated by
reference herein.) --
4.A Copy of Certificate of Designations, Preferences and Rights of
Series A $2.40 Cumulative Convertible Preferred Stock of the
Company. (Filed as part of Exhibit B to the definitive Proxy
Statement of Inland Steel Company dated March 21, 1986 that was
furnished to stockholders in connection with the annual meeting
held April 23, 1986, and incorporated by reference herein.) --
4.B Copy of Certificate of Designation, Preferences and Rights of
Series D Junior Participating Preferred Stock of the Company.
(Filed as Exhibit 4-D to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1987, and
incorporated by reference herein.) --
4.C Copy of Rights Agreement, dated as of November 25, 1987, as
amended and restated as of May 24, 1989, between the Company and
The First National Bank of Chicago, as Rights Agent (Harris
Trust and Savings Bank, as successor Rights Agent). (Filed as
Exhibit 1 to the Company's Current Report on Form 8-K filed on
May 24, 1989, and incorporated by reference herein.) --
4.D Copy of Certificate of Designations, Preferences and Rights of
Series E ESOP Convertible Preferred Stock of the Company.
(Filed as Exhibit 4-F to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1989, and incorporated by
reference herein.) --
4.E Copy of Certificate of Designations, Preferences and Rights of
Series F Exchangeable Preferred Stock of the Company. (Filed as
Exhibit 4(b) to the Company's Current Report on Form 8-K filed
on December 18, 1989, and incorporated by reference herein.) --
4.F Copy of Indenture dated as of December 15, 1992, between the
Company and Harris Trust and Savings Bank, as Trustee,
respecting the Company's $150,000,000 12-3/4% Notes due December
15, 2002. (Filed as Exhibit 4-G to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992, and
incorporated by reference herein.) --
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
------ ----------- ----------
<S> <C> <C>
4.G Copy of First Mortgage Indenture, dated April 1, 1928, between
Inland Steel Company (the "Steel Company") and First Trust and
Savings Bank and Melvin A. Traylor, as Trustees, and of
supplemental indentures thereto, to and including the
Thirty-Second Supplemental Indenture, incorporated by reference
from the following Exhibits: (i) Exhibits B-1(a), B-1(b),
B-1(c), B-1(d) and B-1(e), filed with Steel Company's
Registration Statement on Form A-2 (No. 2-1855); (ii) Exhibits
D-1(f) and D-1(g), filed with Steel Company's Registration
Statement on Form E-1 (No. 2-2182); (iii) Exhibit B-1(h), filed
with Steel Company's Current Report on Form 8-K dated January
18, 1937; (iv) Exhibit B-1(i), filed with Steel Company's
Current Report on Form 8-K, dated February 8, 1937; (v) Exhibits
B-1(j) and B-1(k), filed with Steel Company's Current Report on
Form 8-K for the month of April, 1940; (vi) Exhibit B-2, filed
with Steel Company's Registration Statement on Form A-2 (No.
2-4357); (vii) Exhibit B-1(l), filed with Steel Company's
Current Report on Form 8-K for the month of January, 1945;
(viii) Exhibit 1, filed with Steel Company's Current Report on
Form 8-K for the month of November, 1946; (ix) Exhibit 1, filed
with Steel Company's Current Report on Form 8-K for the months
of July and August, 1948; (x) Exhibits B and C, filed with Steel
Company's Current Report on Form 8-K for the month of March,
1952; (xi) Exhibit A, filed with Steel Company's Current Report
on Form 8-K for the month of July, 1956; (xii) Exhibit A, filed
with Steel Company's Current Report on Form 8-K for the month of
July, 1957; (xiii) Exhibit B, filed with Steel Company's Current
Report on Form 8-K for the month of January, 1959; (xiv) the
Exhibit filed with Steel Company's Current Report on Form 8-K
for the month of December, 1967; (xv) the Exhibit filed with
Steel Company's Current Report on Form 8-K for the month of
April, 1969; (xvi) the Exhibit filed with Steel Company's
Current Report on Form 8-K for the month of July, 1970; (xvii)
the Exhibit filed with the amendment on Form 8 to Steel
Company's Current Report on Form 8-K for the month of April,
1974; (xviii) Exhibit B, filed with Steel Company's Current
Report on Form 8-K for the month of September, 1975; (xix)
Exhibit B, filed with Steel Company's Current Report on Form 8-K
for the month of January, 1977; (xx) Exhibit C, filed with Steel
Company's Current Report on Form 8-K for the month of February,
1977; (xxi) Exhibit B, filed with Steel Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1978; (xxii)
Exhibit B, filed with Steel Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1980; (xxiii) Exhibit 4-D,
filed with Steel Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1980; (xxiv) Exhibit 4-D, filed
with Steel Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1982; (xxv) Exhibit 4-E, filed with
Steel Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1983; (xxvi) Exhibit 4(i) filed with the
Steel Company's Registration Statement on Form S-2 (No.
33-43393); and (xxvii) Exhibit 4 filed with Steel Company's
Current Report on Form 8-K dated June 23, 1993. --
4.H Copy of the Thirty-Third Supplemental Indenture dated as of June
1, 1995, from Inland Steel Company to First National Bank and
John G. Finley as Trustees to the First Mortgage Indenture dated
April 1, 1928 between Inland Steel Company and First Trust and
Savings Bank and Melvin A. Traylor, as Trustees. . . . . . . .
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
------ ----------- ----------
<S> <C> <C>
4.I Copy of consolidated reprint of First Mortgage Indenture, dated
April 1, 1928, between Inland Steel Company and First Trust and
Savings Bank and Melvin A. Traylor, as Trustees, as amended and
supplemented by all supplemental indentures thereto, to and
including the Thirteenth Supplemental Indenture. (Filed as
Exhibit 4-E to Form S-1 Registration Statement No. 2-9443, and
incorporated by reference herein.) --
10.A* Copy of Inland 1984 Incentive Stock Plan, as amended. . . . . .
10.B* Copy of Inland 1988 Incentive Stock Plan, as amended. . . . . .
10.C* Copy of Inland 1992 Incentive Stock Plan, as amended. . . . . .
10.D* Copy of Inland Steel Industries Non-Qualified Thrift Plan, as
amended. . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.E* Inland 1992 Stock Plan for Non-Employee Directors . . . . . . .
11 Statement of Earnings per Share of Common Stock. . . . . . . .
27 Financial Data Schedule. . . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE> 1
EXHIBIT 4.H
================================================================================
INLAND STEEL COMPANY
TO
THE FIRST NATIONAL BANK OF CHICAGO
AND
JOHN G. FINLEY
As Trustees
____________________
THIRTY-THIRD SUPPLEMENTAL INDENTURE
____________________
DATED AS OF JUNE 1, 1995
================================================================================
This Instrument Prepared By
and When Recorded Return to:
William M. Libit, Esq.
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
<PAGE> 2
THIRTY-THIRD SUPPLEMENTAL INDENTURE dated as of June 1, 1995 made by
INLAND STEEL COMPANY, a corporation organized and existing under the laws of
the State of Delaware (hereinafter sometimes called the "Company"), party of
the first part, to THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association having its office in the City of Chicago, State of Illinois
(hereinafter sometimes called the "Corporate Trustee"), and JOHN G. FINLEY, of
the City of Naperville, State of Illinois (hereinafter sometimes called the
'"Individual Trustee"), as successor trustees under the First Mortgage from the
Company to First Trust and Savings Bank and Melvin A. Traylor, as Trustees,
dated April 1, 1928, parties of the second part (the Corporate Trustee and the
Individual Trustee being hereinafter collectively sometimes called the
"Trustees"):
WHEREAS, the Company heretofore executed and delivered to First Trust and
Savings Bank and Melvin A. Traylor, as Trustees (the Corporate Trustee being
the successor corporate trustee to said First Trust and Savings Bank and the
Individual Trustee being the successor individual trustee to said Melvin A.
Traylor), its First Mortgage Indenture, dated April 1, 1928 (the term "First
Mortgage" wherever used herein meaning and including, unless the context shall
otherwise require, said First Mortgage Indenture, dated April 1, 1928, as
amended, and all indentures supplemental thereto), to secure the payment of the
principal of and interest on bonds of the Company to be known as the "First
Mortgage Bonds" of the Company (hereinafter sometimes called the "Bonds"); and
WHEREAS, there have heretofore been authenticated and delivered by the
Corporate Trustee (or its predecessor) under the First Mortgage (a) $30,000,000
aggregate principal amount of First Mortgage Sinking Fund Four and One-Half Per
Cent. Gold Bonds, Series A, dated April 1, 1928 and maturing April 1, 1978,
and (b) $15,000,000 aggregate principal amount of First Mortgage Sinking Fund
Four and One-Half Per Cent. Gold Bonds, Series B, dated February 1, 1931 and
maturing February 1, 1981, and (c) $10,000,000 aggregate principal amount of
First Mortgage Three Per Cent. Serial Bonds, Series C, dated January 1, 1936
and maturing serially in the principal amount of $1,000,000 on January 1 of
each year from 1937 to 1946 (inclusive), and (d) $35,000,000 aggregate
principal amount of First Mortgage 3-3/4% Bonds, Series D, dated February 1,
1936 and maturing February 1, 1961, and (e) $10,000,000 aggregate principal
amount of First Mortgage 3% Bonds, Series E, dated January 15, 1937 and
maturing January 15, 1952, and (f) $36,000,000 aggregate principal amount of
First Mortgage 3% Bonds, Series F, dated April 1, 1940 and maturing April 1,
1961, and (g) $50,000,000 aggregate principal amount of First Mortgage 2.65%
Bonds, Series G, dated November 1, 1946 and maturing November 1, 1976, and (h)
$20,000,000 aggregate principal amount of First Mortgage 3% Bonds, Series H,
dated August 1, 1948 and maturing August 1, 1978, and (i) $25,000,000 aggregate
principal amount of First Mortgage 3.20% Bonds, Series I, dated March 1, 1952
and maturing March 1, 1982, and (j) $50,000,000 aggregate principal amount of
First Mortgage 3-1/2% Bonds, Series J, dated July 1, 1956 and maturing July 1,
1981, and (k) $50,000,000 aggregate principal amount of First Mortgage 4-3/8%
Bonds, Series K, dated July 1, 1957 and maturing July 1, 1987, and (1)
$50,000,000 aggregate principal amount of First Mortgage 4-1/2% Bonds, Series
L, dated February 1, 1959 and maturing February 1, 1989, and (m) $50,000,000
aggregate principal amount of First Mortgage 6-1/2% Bonds,
<PAGE> 3
Series M, dated December 1, 1967 and maturing December 1, 1992, and (n)
$50,000,000 aggregate principal amount of First Mortgage 7% Bonds, Series N,
dated April 15, 1969 and maturing April 15, 1974, and (o) $100,000,000
aggregate principal amount of First Mortgage 8-3/4% Bonds, Series O, dated July
15, 1970 and maturing July 15, 1995, and (p) $75,000,000 aggregate principal
amount of First Mortgage 8-7/8% Bonds, Series P, dated April 15, 1974 and
maturing April 15, 1999, and (q) $100,000,000 aggregate principal amount of
First Mortgage 9-1/2% Bonds, Series Q, dated September 1, 1975 and maturing
September 1, 2000, and (r) $125,000,000 aggregate principal amount of First
Mortgage 7.90% Bonds, Series R, dated January 15, 1977 and maturing January 15,
2007, and (s) $26,500,000 aggregate principal amount of First Mortgage 5-3/4%
Bonds, Pollution Control Series 1977, dated February 1, 1977 and maturing
February 1, 2007, and (t) $52,000,000 aggregate principal amount of First
Mortgage 6-1/2% Bonds, Pollution Control Series 1978, dated May 15, 1978 and
maturing May 15, 2008, and (u) $150,000,000 aggregate principal amount of First
Mortgage 11-1/4% Bonds, Series S, dated June 1, 1980 and maturing June 1, 1990,
and (v) $20,000,000 aggregate principal amount of First Mortgage 7-3/8% Bonds,
Pollution Control Series 1980 A, dated October 15, 1980 and maturing October 1,
1983, and (w) $25,000,000 aggregate principal amount of First Mortgage 9-3/4%
Bonds, Pollution Control Series 1980 B, dated October 15, 1980 and maturing
October 1, 2000, and (x) $5,000,000 aggregate principal amount of First
Mortgage 10% Bonds, Pollution Control Series 1980 C, dated October 15, 1980 and
maturing October 1, 2010, and (y) $10,000,000 aggregate principal amount of
First Mortgage 10% Bonds, Pollution Control Series 1982 A, dated December 1,
1982 and maturing December 1, 2012, and (z) $17,000,000 aggregate principal
amount of First Mortgage Adjustable Rate Bonds, Pollution Control Series 1982
B, dated December 1, 1982 and maturing December 1, 2012, and (aa) $125,000,000
aggregate principal amount of First Mortgage 12% Bonds Series T, dated December
1, 1991 and maturing December 1, 1998; and (bb) $40,000,000 aggregate principal
amount of First Mortgage 6.80% Bonds, Pollution Control Series 1993 dated June
1, 1993 and maturing June 1, 2013; and
WHEREAS, (a) all of said Series A Bonds, Series B Bonds, Series C Bonds,
Series D Bonds, Series E Bonds, Series F Bonds, Series G Bonds, Series H Bonds,
Series I Bonds, Series J Bonds, Series K Bonds, Series L Bonds, Series M Bonds,
Series N Bonds, Series O Bonds, Series P Bonds, Series Q Bonds, Series S Bonds,
Series Pollution Control Series 1980 Bonds, Series 1982A Bonds were duly
purchased and retired or were duly called for redemption and funds sufficient
to redeem the same were, prior to the respective redemption dates, duly
deposited with the Corporate Trustee under the First Mortgage, and (b) on or
prior to June 1, 1995, Bonds of other outstanding series in respective
aggregate principal amounts as follows have been duly purchased for sinking
fund and duly retired or duly called for redemption for sinking fund and funds
sufficient to redeem the same duly deposited with the Corporate Trustee under
the First Mortgage or retired at maturity: Series R Bonds -- $52,524,000; and
WHEREAS, (a) under date of February 1, 1931, the Company executed,
acknowledged and delivered a Supplemental Indenture to provide for the creation
of its First Mortgage Sinking Fund Four and One-Half Per Cent. Gold Bonds,
Series B, and (b) under date of February 20, 1931, the Company executed,
acknowledged and delivered a Second
-2-
<PAGE> 4
Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property, and (c) under date of February 18, 1933, the Company
executed, acknowledged and delivered a Third Supplemental Indenture to effect
the exchange of certain mortgaged property, and (d) under date of December 16,
1935, the Company executed, acknowledged and delivered a Fourth Supplemental
Indenture to provide for the creation of its First Mortgage Three Per Cent
Serial Bonds, Series C, and for certain amendments to the First Mortgage, and
(e) under date of January 15, 1936, the Company executed, acknowledged and
delivered a Fifth Supplemental Indenture to subject to the lien of the First
Mortgage certain additional property and to provide for the creation of its
First Mortgage 3-3/4% Bonds, Series D, and for a further amendment to the First
Mortgage (which such amendment to the First Mortgage was superseded by
amendments to the First Mortgage made by the Sixteenth Supplemental Indenture
and the Seventeenth Supplemental Indenture hereinafter referred to), and (f)
under date of June 2, 1936, the Company executed, acknowledged and delivered a
Sixth Supplemental Indenture to effect the exchange of certain mortgaged
property, and (g) under date of October 19, 1936, the Company executed,
acknowledged and delivered a Seventh Supplemental Indenture to effect the
exchange of certain mortgaged property, and (h) under date of January 15, 1937,
the Company executed, acknowledged and delivered an Eighth Supplemental
Indenture to provide for the creation of its First Mortgage 3% Bonds, Series E,
and for a further amendment to the First Mortgage (which such amendment to the
First Mortgage was superseded by an amendment to the First Mortgage made by the
Twelfth Supplemental Indenture hereinafter referred to), and (i) under date of
March 1, 1940, the Company executed, acknowledged and delivered a Ninth
Supplemental Indenture to provide for further amendments to the First Mortgage,
and (j) under date of March 15, 1940, the Company executed, acknowledged and
delivered a Tenth Supplemental Indenture to subject to the lien of the First
Mortgage certain additional property and to provide for the creation of its
First Mortgage 3% Bonds, Series F, and for a further amendment to the First
Mortgage and an amendment to said Eighth Supplemental Indenture (which such
amendment to the First Mortgage was superseded by an amendment to the First
Mortgage made by the Twelfth Supplemental Indenture hereinafter referred to),
and (k) under date of January 15, 1945, the Company executed, acknowledged and
delivered an Eleventh Supplemental Indenture to subject to the lien of the
First Mortgage certain additional property, and (l) under date of November 1,
1946, the Company executed, acknowledged and delivered a Twelfth Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of its First Mortgage 2.65% Bonds,
Series G, and for further amendments to the First Mortgage, and (m) under date
of July 1, 1948, the Company executed, acknowledged and delivered a Thirteenth
Supplemental Indenture to provide for the creation of its First Mortgage 3%
Bonds, Series H, and (n) under date of February 1, 1952, the Company executed,
acknowledged and delivered a Fourteenth Supplemental Indenture to effect the
exchange of certain mortgaged property, and (o) under date of March 1, 1952,
the Company executed, acknowledged and delivered a Fifteenth Supplemental
Indenture to provide for the creation of its First Mortgage 3.20% Bonds, Series
I, and for further amendments to the First Mortgage, and (p) under date of July
1, 1956, the Company executed, acknowledged and delivered a Sixteenth
Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property and to provide for the creation of its First Mortgage
3-1/2% Bonds, Series J, and for further amendments to the First Mortgage, and
(q) under date of
-3-
<PAGE> 5
July 1, 1957, the Company executed, acknowledged and delivered a Seventeenth
Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property and to provide for the creation of its First Mortgage
4-3/8% Bonds, Series K, and for a further amendment to the First Mortgage, and
(r) under date of January 15, 1959, the Company executed, acknowledged and
delivered an Eighteenth Supplemental Indenture to subject to the lien of the
First Mortgage certain additional property and to provide for the creation of
its First Mortgage 4-1/2% Bonds, Series L, and for further amendments to the
First Mortgage, and (s) under date of December 1, 1967, the Company executed,
acknowledged and delivered a Nineteenth Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of its First Mortgage 6-1/2% Bonds, Series M, and for further
amendments to the First Mortgage, and (t) under date of April 15, 1969, the
Company executed, acknowledged and delivered a Twentieth Supplemental Indenture
to subject to the lien of the First Mortgage certain additional property and to
provide for the creation of its First Mortgage 7% Bonds, Series N, and (u)
under date of July 15, 1970, the Company executed, acknowledged and delivered a
Twenty-First Supplemental Indenture to provide for the creation of its First
Mortgage 8-3/4% Bonds, Series O, and for a further amendment to the First
Mortgage, and (v) under date of April 15, 1974, the Company executed,
acknowledged and delivered a Twenty-Second Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of its First Mortgage 8-7/8% Bond, Series P, and for a further
amendment to the First Mortgage, and (w) under date of September 1, 1975, the
Company executed, acknowledged and delivered a Twenty-Third Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
properties and to provide for the creation of its First Mortgage 9-1/2% Bonds,
Series Q, and (x) under date of January 15, 1977, the Company executed,
acknowledged and delivered a Twenty-Fourth Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of its First Mortgage 7.90% Bonds, Series R, and to provide for
the future modification of certain provisions of the First Mortgage, and (y)
under date of February 1, 1977, the Company executed, acknowledged and
delivered a Twenty-Fifth Supplemental Indenture to subject to the lien of the
First Mortgage certain additional property and to provide for the creation of
the First Mortgage 5-3/4% Bonds, Pollution Control Series 1977, and to provide
for the future modification of certain provisions of the First Mortgage, and
(z) under date of February 1, 1977, the Company executed, acknowledged and
delivered a Restated Twenty-Fifth Supplemental Indenture amending and restating
said Twenty-Fifth Supplemental Indenture, and (aa) under date of May 15, 1978,
the Company executed, acknowledged and delivered a Twenty-Sixth Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of the First Mortgage 6-1/2% Bonds,
Pollution Control Series 1978 and to provide for the future modification of
certain provisions of the First Mortgage, and (bb) under date of June 1, 1980,
the Company executed, acknowledged and delivered a Twenty-Seventh Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of its First Mortgage 11-1/4% Bonds,
Series S, and to provide for the future modification of certain provisions of
the First Mortgage, and (cc) under date of October 15, 1980, the Company
executed, acknowledged and delivered a Twenty-Eighth Supplemental Indenture to
subject to the lien of the First Mortgage certain additional property and to
provide for the creation of its First
-4-
<PAGE> 6
Mortgage 7-3/8% Bonds, Pollution Control Series 1980 A, its First Mortgage
9-3/4% Bonds, Pollution Control Series 1980 B, and its First Mortgage 10%
Bonds, Pollution Control Series 1980 C, and to provide for the future
modification of certain provisions of the First Mortgage, and (dd) under date
of December 1, 1982, the Company executed, acknowledged and delivered a
Twenty-Ninth Supplemental Indenture to subject to the lien of the First
Mortgage certain additional property and to provide for the creation of its
First Mortgage 10% Bonds, Pollution Control Series 1982 A and its First
Mortgage Adjustable Rate Bonds, Pollution Control Series 1982 B and to provide
for the future modification of certain provisions of the First Mortgage, and
(ee) under date of November 30, 1983, the Company executed, acknowledged and
delivered a Thirtieth Supplemental Indenture to subject to the lien of the
First Mortgage certain additional property, and (ff) under date of December 1,
1991, the Company executed, acknowledged and delivered a Thirty-First
Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property and to provide for the creation of its First Mortgage 12%
Bonds, Series T and to provide for the future modification of certain
provisions of the First Mortgage, and (gg) under date of June 1, 1993, the
Company executed, acknowledged, and delivered a Thirty-Second Supplemental
Indenture to provide for the creation of its First Mortgage 6.80% Bonds,
Pollution Control Series 1993 and to provide for the future modification of
certain provisions of the First Mortgage; and
WHEREAS, (a) said First Mortgage Indenture, dated April 1, 1928, has been
duly recorded or registered in the offices of the proper public officials of
Cook County, Illinois, Jefferson County, Illinois, Lake County, Indiana, Porter
County, Indiana, Floyd County, Kentucky, Pike County, Kentucky, Knott County,
Kentucky, Letcher County, Kentucky, Iron County, Michigan, Marquette County,
Michigan, Crow Wing County, Minnesota, St. Louis County, Minnesota, and Raleigh
County, West Virginia, and (b) said Supplemental Indenture, dated February 1,
1931, has been duly recorded or registered in the offices of the proper public
officials of Cook County, Illinois, Jefferson County, Illinois, Lake County,
Indiana, Porter County, Indiana, Crow Wing County, Minnesota, and St. Louis
County, Minnesota, and (c) said Second Supplemental Indenture has been duly
recorded or registered in the offices of the proper public officials of Lake
County, Indiana, Floyd County, Kentucky, Pike County, Kentucky, Knott County,
Kentucky, Marquette County, Michigan and St. Louis County, Minnesota, and (d)
said Third Supplemental Indenture has been duly recorded or registered in the
office of the proper public official of Floyd County, Kentucky and (e) said
Fourth Supplemental Indenture has been duly recorded or registered in the
office of the proper public official of each of said counties in which said
First Mortgage Indenture has been recorded or registered, and (f) said Fifth
Supplemental Indenture has been duly recorded or registered in the office of
the proper public official of each of said counties in which said First
Mortgage Indenture has been recorded or registered, and (g) said Sixth
Supplemental Indenture and said Seventh Supplemental Indenture have been duly
recorded or registered in the offices of the proper public officials of Floyd
County, Kentucky and Knott County, Kentucky, and (h) said Eighth Supplemental
Indenture has been duly recorded or registered in the office of the proper
public official of each of said counties (except Letcher County, Kentucky and
Iron County, Michigan) in which said First Mortgage Indenture has been duly
recorded or registered, and (i) said Ninth Supplemental Indenture has been duly
recorded or registered in the office of the proper public official of
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<PAGE> 7
each of said counties in which said First Mortgage Indenture has been recorded
or registered, and (j) said Tenth Supplemental Indenture has been duly recorded
or registered in the office of the proper public official of each of said
counties (except Letcher County, Kentucky and Iron County, Michigan) in which
said First Mortgage Indenture has been recorded or registered, and (k) said
Eleventh Supplemental Indenture has been duly recorded or registered in the
office of the proper public official of Lake County, Indiana, and (l) said
Twelfth Supplemental Indenture and said Thirteenth Supplemental Indenture have
been duly recorded or registered in the office of the proper public official of
each of said counties in which said First Mortgage Indenture has been recorded
or registered, and (m) said Fourteenth Supplemental Indenture has been duly
recorded or registered in the office of the proper public official of Raleigh
County, West Virginia, and (n) said Fifteenth Supplemental Indenture, said
Sixteenth Supplemental Indenture, said Seventeenth Supplemental Indenture, and
said Eighteenth Supplemental Indenture have been duly recorded or registered in
the office of the proper public official of each of said counties in which said
First Mortgage Indenture has been recorded or registered, and (o) said
Nineteenth Supplemental Indenture has been duly recorded or registered in the
office of the proper public official of each of said counties (except Floyd
County, Kentucky, Pike County, Kentucky, Knott County, Kentucky, Letcher
County, Kentucky and Raleigh County, West Virginia) in which said First
Mortgage Indenture has been recorded or registered, and (p) said Twentieth
Supplemental Indenture, said Twenty-First Supplemental Indenture, and said
Twenty-Second Supplemental Indenture have been duly recorded or registered in
the office of the proper public official of each of said counties (except Cook
County, Illinois, Floyd County, Kentucky, Pike County, Kentucky, Knott County,
Kentucky, Letcher County, Kentucky, and Raleigh County, West Virginia) in which
said First Mortgage Indenture has been recorded or registered, and (q) said
Twenty-Third Supplemental Indenture, said Twenty-Fourth Supplemental Indenture,
said Twenty-Fifth Supplemental Indenture, said Restated Twenty-Fifth
Supplemental Indenture, said Twenty-Sixth Supplemental Indenture, said
Twenty-Seventh Supplemental Indenture, and said Twenty-Eighth Supplemental
Indenture have been duly recorded or registered in the office of the proper
public official of each of said counties (except Cook County, Illinois, Floyd
County, Kentucky, Pike County, Kentucky, Knott County, Kentucky, Letcher
County, Kentucky, Iron County, Michigan, Marquette County, Michigan, Crow Wing
County, Minnesota, St. Louis County, Minnesota and Raleigh County, West
Virginia) in which said First Mortgage Indenture has been recorded or
registered, and (r) said Twenty-Ninth Supplemental Indenture and said Thirtieth
Supplemental Indenture have been duly recorded or registered in the office of
the proper public official of each of said counties (except Cook County,
Illinois, Jefferson County, Illinois, Porter County, Indiana, Floyd County,
Kentucky, Pike County, Kentucky, Knott County, Kentucky, Letcher County,
Kentucky, Iron County, Michigan, Marquette County, Michigan, Crow Wing County,
Minnesota, St. Louis County, Minnesota and Raleigh County, West Virginia) in
which said First Mortgage Indenture has been recorded or registered, and (s)
said Thirty-First Supplemental Indenture has been duly recorded or registered
in the office of the proper public official of Lake County, Indiana in which
said First Mortgage Indenture has been recorded, and (t) said Thirty-Second
Supplemental Indenture has been duly recorded or registered in the office of
the proper public official of Lake County, Indiana in which said First Mortgage
Indenture has been recorded; and
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<PAGE> 8
WHEREAS, in Article One of the First Mortgage it is provided in substance,
among other things, that the Bonds may be issued in series, that all Bonds of
any one series shall be identical, except as in said Article One otherwise
provided, that the Bonds of each series may differ as to terms and provisions
thereof as in said Article One permitted, and that the maximum principal amount
of the Bonds issuable of any series may or may not be limited as the board of
directors of the Company shall determine; and
WHEREAS, Section 1 of Article Three of the First Mortgage provides, among
other things, that the Company and the Trustees, from time to time and at any
time, subject to the restrictions in the First Mortgage contained, may enter
into one or more indentures supplemental to the First Mortgage, in form
satisfactory to the Corporate Trustee (which supplemental indenture or
indentures thereafter shall form a part of the First Mortgage) for the
following purposes among others: to add to the covenants and agreements of the
Company for the protection of the Bondholders and of the trust estate, and to
provide, at the time of the creation of any series of Bonds, for the creation
of any sinking fund for the retirement of the Bonds of such series; and
WHEREAS, Sections 9 and 10 of Article Two of the First Mortgage provide,
subject to certain limitations, for the authentication and delivery of Bonds in
exchange for Bonds previously authenticated under the First Mortgage and
canceled or about to mature or called for redemption, such Bonds for a
principal amount not exceeding the principal amount of the Bonds so canceled,
about to mature or called for redemption; and
WHEREAS, the Indiana Development Finance Authority (the "Issuer"),
proposes to issue $17,000,000 aggregate principal amount of its Pollution
Control Refunding Revenue Bonds (Inland Steel Company Project No. 12) Series
1995 (the "Series 1995 Pollution Control Bonds") pursuant to an Indenture of
Trust, dated as of June 1, 1995 (the "Issuer Indenture") between the Issuer and
NBD Bank, N.A., as Trustee (the "Issuer Indenture Trustee") in order to refund
certain outstanding bonds (the "Prior Bonds") of the City of East Chicago,
State of Indiana which are payable from and secured by the Company's First
Mortgage Bonds, Pollution Control Series 1982B (the "Prior Company Bonds"); and
WHEREAS, pursuant to a Loan Agreement, dated as of June 1, 1995 (the "Loan
Agreement") between the Issuer and the Company, the Issuer proposes to loan the
proceeds from the sale of the Series 1995 Pollution Control Bonds to the
Company to finance the refunding of the Prior Bonds which were issued to
finance certain pollution control facilities and sewage and solid waste
disposal facilities located at the Company's Indiana Harbor Works in the City
of East Chicago, State of Indiana (the "Plant"), and the Company proposes to
issue its hereinafter described Series 1995 First Mortgage Bonds, to be dated
June 1, 1995, to evidence and secure its obligation to repay such loan; and
WHEREAS, the Company desires, for its corporate purposes, to create and
issue under and in accordance with the provisions of the First Mortgage,
$17,000,000 aggregate principal amount of Bonds to be known as its "First
Mortgage 6.85% Bonds, Pollution Control Series 1995" (hereinafter sometimes
called "Series 1995 First Mortgage Bonds"), and to deliver the Series 1995
First Mortgage Bonds to the Issuer Indenture Trustee
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<PAGE> 9
pursuant to the Issuer Indenture to evidence the Company's obligation to repay
the loan from the Issuer and as security for the obligations of the Company
under the Loan Agreement; and
WHEREAS, the Company and the Trustees desire to provide for the future
modification of certain provisions of the First Mortgage without any further
vote or consent on the part of the holders of the Series 1995 First Mortgage
Bonds; and
WHEREAS, the form, terms and provisions of this Indenture and the
execution thereof by the Company have been duly authorized; and
WHEREAS, the Series 1995 First Mortgage Bonds and the certificate of
authentication of the Corporate Trustee to be endorsed upon all Series 1995
First Mortgage Bonds are to be substantially in the following form, with
appropriate omissions, insertions and variations as in the First Mortgage and
in this Indenture provided or permitted:
[Form of Series 1995 First Mortgage Bond]
INLAND STEEL COMPANY
FIRST MORTGAGE 6.85% BOND
POLLUTION CONTROL SERIES 1995
Due December 1, 2012
INLAND STEEL COMPANY, a Delaware corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to NBD Bank, N.A., as
trustee (the "Issuer Indenture Trustee") under an Indenture of Trust dated as
of June 1, 1995 (which Indenture of Trust, is hereinafter referred to as the
"Issuer Indenture") by and between it and the Indiana Development Finance
Authority (the "Issuer") providing for the issuance of $17,000,000 aggregate
principal amount of Indiana Development Finance Authority Pollution Control
Refunding Revenue Bonds (Inland Steel Company Project No. 12) Series 1995, or
its successor as Issuer Indenture Trustee, the sum of Seventeen Million
Dollars, on the first day of December, 2012, and to pay interest on said
principal amount from the date of this Bond, at the rate of six and eighty-five
one hundredths percent (6.85%) per annum, semi-annually, on the first day of
June and first day of December in each year, subject to certain credits as
provided in the Thirty-Third Supplemental Indenture hereinafter referred to.
Payment of the principal of, premium, if any, and interest on this Bond will be
made at the principal corporate trust office of the Issuer Indenture Trustee or
its successor as specified by written notice to the Company in funds current in
the city in which such principal corporate trust office is located in such coin
or currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts. In the event of nonpayment
of the principal amount hereof on the date specified, such amount will bear
interest from such date until paid at the rate per annum borne by this Bond.
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<PAGE> 10
This Bond is one of the Series 1995 First Mortgage Bonds of an issue of
registered bonds of the Company, known as its First Mortgage Bonds and herein
termed the "Bonds," all issued and to be issued under and equally secured by,
an indenture of mortgage and deed of trust, dated April 1, 1928, made by the
Company to First Trust and Savings Bank and Melvin A. Traylor, as trustees (The
First National Bank of Chicago being the successor "Corporate Trustee" and John
G. Finley being the successor individual trustee are collectively referred to
as the "Trustees"), herein sometimes termed the "First Mortgage." The term
"First Mortgage" wherever used herein shall, unless the context shall otherwise
require, be deemed to include the First Mortgage as amended and all indentures
supplemental to the First Mortgage, including the Thirty-Third Supplemental
Indenture dated as of June 1, 1995 (hereinafter called the "Thirty-Third
Supplemental Indenture"). The Series 1995 First Mortgage Bonds are one series
of First Mortgage Bonds of the Company issued to evidence and secure the
Company's obligation to repay a loan made pursuant to a Loan Agreement with the
Issuer dated as of June 1, 1995. The Fourth Supplemental Indenture dated
December 16, 1935, the Fifth Supplemental Indenture dated January 15, 1936, the
Eighth Supplemental Indenture dated as of January 15, 1937, the Ninth
Supplemental Indenture dated as of March 1, 1940, the Tenth Supplemental
Indenture dated as of March 15, 1940, the Twelfth Supplemental Indenture dated
as of November 1, 1946, the Fifteenth Supplemental Indenture dated as of March
1, 1952, the Sixteenth Supplemental Indenture dated as of July 1, 1956, the
Seventeenth Supplemental Indenture dated as of July 1, 1957, the Eighteenth
Supplemental Indenture dated as of January 15, 1959, the Nineteenth
Supplemental Indenture dated as of December 1, 1967, the Twenty-First
Supplemental Indenture dated as of July 15, 1970, and the Twenty-Second
Supplemental Indenture dated as of April 15, 1974, made by the Company to the
Trustees under the First Mortgage, provide, among other things, for certain
amendments of the First Mortgage or indentures supplemental thereto. The
Twenty-Fourth Supplemental Indenture dated as of January 15, 1977, the Restated
Twenty-Fifth Supplemental Indenture dated as of February 1, 1977, the
Twenty-Sixth Supplemental Indenture dated as of May 15, 1978, the
Twenty-Seventh Supplemental Indenture dated as of June 1, 1980, the
Twenty-Eighth Supplemental Indenture dated as of October 15, 1980, the
Twenty-Ninth Supplemental Indenture dated as of December 1, 1982, the
Thirty-First Supplemental Indenture dated as of December 1, 1991, the
Thirty-Second Supplemental Indenture dated as of June 1, 1993 and the
Thirty-Third Supplemental Indenture made by the Company to the Trustees under
the First Mortgage, provide, among other things, for the future modification of
certain provisions of the First Mortgage without any further vote or consent on
the part of the holders of the respective series of Bonds, including this Bond,
created by such supplemental indentures. For a description of the properties
mortgaged and pledged, the nature and extent of the security, and the terms and
conditions upon which the Bonds are secured, reference is made to the First
Mortgage. The aggregate principal amount of the Bonds which may be issued
under the First Mortgage is not limited, but the aggregate principal amount of
the Series 1995 First Mortgage Bonds is limited to $17,000,000, the issuance of
which Bonds is provided for in the Thirty-Third Supplemental Indenture.
The Series 1995 First Mortgage Bonds are subject to redemption as provided
in the Thirty-Third Supplemental Indenture.
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<PAGE> 11
The Series 1995 First Mortgage Bonds are issuable only in fully registered
form in denominations of $1,000 and multiples thereof.
In case an event of default as defined in the First Mortgage shall occur,
the principal of the Bonds may become or be declared due and payable, in the
manner and with the effect provided in the First Mortgage.
No recourse shall be had for the payment of the principal of, premium, if
any, or interest on this Bond or any part hereof or for any claim based hereon
or otherwise in respect hereof or of the indebtedness represented hereby or of
the First Mortgage, against any subscriber, incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or indirectly through the Company or any
successor corporation, whether by virtue of any statute or constitutional
provision or by the enforcement of any assessment or otherwise, all such
liability being by the acceptance hereof and as part of the consideration for
the issue hereof expressly waived and released and being likewise waived and
released by the terms of the First Mortgage.
This Bond is transferable, but only to a successor Issuer Indenture
Trustee, by the registered holder hereof, in person or by attorney duly
authorized, at the office or agency of the Company in the Borough of Manhattan,
the City of New York, State of New York, or at the office or agency of the
Company, in the City of Chicago, State of Illinois, upon surrender and
cancellation of this Bond, and thereupon one or more new Series 1995 First
Mortgage Bonds of authorized denominations, and for the same aggregate
principal amount, will be issued to the transferee in exchange therefor, as
provided in the First Mortgage. A service charge will not be made for any
transfer of Series 1995 First Mortgage Bonds, but the Company may require
payment of a sum sufficient to cover any stamp tax or other governmental charge
payable in connection therewith. The person in whose name this Bond is
registered shall be deemed and be regarded as the owner hereof for all
purposes.
This Bond shall not be entitled to any benefit under the First Mortgage
(as such term is defined herein), and shall not become valid or obligatory for
any purpose, until it shall have been authenticated by the execution by the
Corporate Trustee under the First Mortgage of the certificate hereon endorsed.
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<PAGE> 12
IN WITNESS WHEREOF, Inland Steel Company has caused this Bond to be signed
in its name by its President or one of its Vice Presidents, and its corporate
seal to be hereunto affixed and attested by its Secretary or one of its
Assistant Secretaries.
Dated:
INLAND STEEL COMPANY
By ______________________
Vice President
ATTEST:
____________________________
Assistant Secretary
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<PAGE> 13
(FORM OF CORPORATE TRUSTEE'S
CERTIFICATE OF AUTHENTICATION)
This Bond is one of the Bonds described in the within-mentioned First
Mortgage.
THE FIRST NATIONAL BANK OF CHICAGO, as
Corporate Trustee
By _____________________________________
Authorized Officer
WHEREAS, all acts and things prescribed by law and by the Certificate of
Incorporation and by-laws, as amended, of the Company and by the First Mortgage
have been duly complied with and the Company has executed this Supplemental
Indenture in the exercise of the legal rights and powers vested in it, and all
things necessary to make this Indenture the valid and binding obligation of the
Company and a valid and binding agreement supplemental to the First Mortgage,
and all things necessary to make the Series 1995 First Mortgage Bonds, when
authenticated by the Corporate Trustee and delivered, the valid and binding
obligation of the Company, have been done and performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in order to secure the payment of all the Bonds at any time issued
and outstanding under the First Mortgage, regardless of the date of issue
thereof, according to their tenor, purport and effect, as well as the interest
thereon and the principal thereof, and to secure the performance and observance
of all the covenants and conditions in the First Mortgage and said Bonds
contained, and in consideration of the premises and the acceptance or purchase
of the Series 1995 First Mortgage Bonds by the holders thereof, and the sum of
$100.00 lawful money of the United States of America to the Company duly paid
by the Trustees at or before the sealing and delivery of this Indenture (the
receipt whereof is hereby acknowledged), the Company has executed and delivered
this Indenture, and hereby creates the Series 1995 First Mortgage Bonds and
hereby agrees with the Trustees as hereinafter provided:
ARTICLE ONE
AMOUNT, FORM, ISSUE, REGISTRATION, REDEMPTION
AND OTHER PROVISIONS OF SERIES 1995
FIRST MORTGAGE BONDS
Section 1. The Series 1995 First Mortgage Bonds shall be known as the
"First Mortgage 6.85% Bonds, Pollution Control Series 1995," of the Company,
shall be limited to the principal amount of $17,000,000, shall mature on
December 1, 2012 and shall bear interest until maturity at the rate of six and
eighty-five one hundredths per cent (6.85%) per
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<PAGE> 14
annum. The interest on the Series 1995 First Mortgage Bonds shall be payable
semi-annually on the first day of June and the first day of December in each
year, commencing December 1, 1995.
Section 2. Series 1995 First Mortgage Bonds shall be issued as registered
Bonds without coupons in denominations of $1,000 and any integral multiple
thereof. The Series 1995 First Mortgage Bonds shall be payable, as to
principal, premium, if any, and interest, at the principal office of the
Corporate Trustee, or any successor Corporate Trustee, as such office shall be
specified in writing to the Company, in funds current in the city in which such
principal office is located in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts. In the event of nonpayment of the principal amount thereof on
the date specified, such amount will bear interest from such date until paid at
the rate per annum borne by such Series 1995 First Mortgage Bond.
Each Series 1995 First Mortgage Bond shall be dated June 1, 1995 and every
such Bond shall bear interest from the date thereof or from the last date to
which interest has been paid in full.
Series 1995 First Mortgage Bonds shall be substantially of the tenor and
purport above recited, with appropriate additions, insertions, omissions,
substitutions and variations as herein and in Article One of the First Mortgage
provided or permitted.
The obligation of the Company to pay the principal of, premium, if any,
and interest on the Series 1995 First Mortgage Bonds shall be discharged to the
extent that any moneys in the Bond Fund created under and pursuant to the
Issuer Indenture are available for the payment of the principal of, premium, if
any, or interest on the related Series 1995 Pollution Control Bonds of the
Issuer and are directed by the Company to be applied to the payment thereof in
the manner provided in the Issuer Indenture on or prior to the date on which
the Company is required to pay the principal of, premium, if any, or interest
on Series 1995 First Mortgage Bonds.
Section 3. At the option of the Company, and upon the notice (which will
be not less than forty-five days) and in the manner provided in Article Four,
Section 1 of the First Mortgage, and with the effect provided in said Section
1, the Series 1995 First Mortgage Bonds may be redeemed by the Company on or
after June 1, 2005 in whole or in part at any time, by the payment of amounts
equal to the following percentages of the principal amount of the Series 1995
First Mortgage Bonds to be redeemed, in each case plus accrued interest to the
date of redemption:
REDEMPTION PERIOD REDEMPTION
(BOTH DATES INCLUSIVE) PRICE
June 1, 2005 to May 31, 2006 102%
June 1, 2006 to May 31, 2007 101%
June 1, 2007 and thereafter 100%
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<PAGE> 15
Section 4. At the option of the Company, and upon the notice (which
will be not less than forty-five days) and in the manner provided in Article
Four, Section 1 of the First Mortgage, and with the effect provided in said
Section 1, the Series 1995 First Mortgage Bonds may be redeemed by the Company
in whole and not in part at 100% of the principal amount thereof plus accrued
interest to the redemption date if any of the following shall have occurred:
(a) unreasonable burdens or excessive liabilities shall have
been imposed upon the Issuer or the Company with respect to the Plant or
the operation thereof, including without limitation, federal, state or
other ad valorem property, income or other taxes not being imposed on the
date of the Loan Agreement which, in the judgment of the Company, would
result in the cessation of operation of the Plant for a period of not less
than six consecutive months;
(b) all or substantially all of the Plant shall have been
damaged or destroyed or there occurs condemnation of all or substantially
all of the Plant or the taking by eminent domain of such use or control of
the Plant as renders the Plant unsatisfactory to the Company for its
intended use for a period of not less than six consecutive months;
(c) any changes in the Constitution of the State of Indiana
or the Constitution of the United States of America or any legislative or
administrative action (whether local, state or federal) or any final
decree, judgment or order of any court or administrative body (whether
local, state or federal) which result in the Loan Agreement becoming void
or unenforceable or impossible of performance in accordance with the
intent and purpose of the parties as expressed in the Loan Agreement; or
(d) changes, which the Company cannot reasonably control or
overcome in the economic availability of materials, supplies, labor,
equipment or other properties or things necessary for the efficient
operation of the Plant shall have occurred, or technological or other
changes shall have occurred which, in the judgment of the Company, would
result in the cessation of operation of the Plant for a period of not less
than six consecutive months;
any such redemption to be made at any time within 60 days from the time the
Company files with the Issuer Indenture Trustee a certificate evidencing the
occurrence of one of the foregoing events and requests redemption of the Series
1995 Pollution Control Bonds, which certificate and request must be filed, if
at all, within 120 days following the occurrence of such event. All terms used
in the above paragraphs shall have the same meaning as those used in the Issuer
Indenture.
Section 5. Upon receipt by the Corporate Trustee of a demand for
redemption pursuant to Section 3.02 of the Issuer Indenture as a result of the
Series 1995 Pollution Control Bonds becoming subject to mandatory redemption on
a Determination of Taxability as described in paragraph numbered 3 of the form
of such Series 1995 Pollution Control
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<PAGE> 16
Bonds and as provided in said Issuer Indenture, the Company shall promptly
redeem, on a date to be designated by the Issuer Indenture Trustee, but upon
the notice and in the manner provided in Article Four, Section 1 of the First
Mortgage, and with the effect provided in said Section 1, such principal amount
of Series 1995 First Mortgage Bonds as may be specified by the Issuer Indenture
Trustee in such demand for redemption. The redemption price of the Series 1995
First Mortgage Bonds redeemed pursuant to this Section 5 shall be 100% of the
principal amount of the Series 1995 Pollution Control Bonds to be redeemed plus
accrued interest to the date of redemption.
Section 6. Upon the acceleration of the maturity of the Series 1995
Pollution Control Bonds pursuant to Section 7.02 of the Issuer Indenture
(unless at the time of such acceleration an "event of default" as defined in
the First Mortgage has occurred under the First Mortgage and is continuing, in
which case the provisions of this Section 6 shall be inapplicable), the Company
shall promptly redeem the Series 1995 First Mortgage Bonds on a date to be
designated by the Issuer Indenture Trustee, but upon the notice and in the
manner provided in Article Four, Section 1 of the First Mortgage, and with the
effect provided in said Section 1; provided that in the event of a rescission
of such acceleration pursuant to Section 7.02 of the Issuer Indenture, the call
for redemption of the Series 1995 First Mortgage Bonds shall be annulled. The
redemption price of the Series 1995 First Mortgage Bonds redeemed pursuant to
this Section 6 will be the amount payable with respect to the related Series
1995 Pollution Control Bonds whose maturity has been accelerated.
Section 7. After $17,000,000 aggregate principal amount of Series
1995 First Mortgage Bonds shall have been authenticated and delivered, no
additional Series 1995 First Mortgage Bonds shall be issued, except for Series
1995 First Mortgage Bonds issued to a successor Issuer Indenture Trustee under
the Issuer Indenture upon surrender of a like principal amount of outstanding
Series 1995 First Mortgage Bonds of the same series, Series 1995 First Mortgage
Bonds issued in lieu of Series 1995 First Mortgage Bonds of the same series
mutilated, destroyed, lost or stolen or Series 1995 First Mortgage Bonds issued
in exchange for the unredeemed portion of Series 1995 First Mortgage Bonds of
the same series redeemed in part.
Section 8. Series 1995 First Mortgage Bonds are transferable, but
only to a successor Issuer Indenture Trustee under the Issuer Indenture, by the
registered holder hereof, in person or by attorney duly authorized, at the
office or agency of the Company in the Borough of Manhattan, the City of New
York, State of New York, or at the office or agency of the Company, in the City
of Chicago, State of Illinois, upon surrender and cancellation of such Series
1995 First Mortgage Bonds, and thereupon one or more new Series 1995 First
Mortgage Bonds of authorized denominations, and for the same aggregate
principal amount and of the same series, will be issued to the transferee in
exchange therefor, as provided in the First Mortgage. A service charge will
not be made for any transfer of Series 1995 First Mortgage Bonds, but the
Company may require payment of a sum sufficient to cover any stamp tax or other
governmental charge payable in connection therewith.
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<PAGE> 17
ARTICLE TWO
MODIFICATION OF CERTAIN PROVISIONS OF
THE FIRST MORTGAGE
Without any further vote or consent on the part of the holders of the
Series 1995 First Mortgage Bonds, but subject to the rights under the First
Mortgage of the holders of any other outstanding Bonds, the Company and the
Trustees may enter into a supplemental indenture for the purpose of modifying
or deleting (i) the restriction on dividends set forth in Article Six, Section
19, of the First Mortgage or, (ii) the provisions in Group Four of the Granting
Clause of the First Mortgage which provide, upon the occurrence of certain
events, that the First Mortgage covers certain personal property of the Company
(including, without limitation, tools, rolling stock, ships, vessels, boats,
motor or other vehicles, raw materials, supplies, store-room contents, work in
process, manufactured products, and other personal property, cash, notes, bills
and accounts receivable and other choses in action) and the reference to
"physical property" in Article Six, Section 4, of the First Mortgage, or (iii)
any or all restrictions on the issuance of additional Bonds, including those
relating to interest coverage and capital expenditures, or on the purposes for
which additional Bonds may be issued, set forth in the First Mortgage, and (or)
for the purpose of providing that all Bonds of any future series may be signed
with the facsimile signature or signatures of an officer or officers of the
Company and may be sealed with the facsimile seal of the Company.
ARTICLE THREE
THE TRUSTEES
Section 1. The Trustees hereby accept and enter into this Indenture and
the trusts hereby created.
Section 2. The Trustees shall be entitled, in connection with the
Indenture, to all of the exemptions and immunities granted to them, or either
of them, by the terms of the First Mortgage.
ARTICLE FOUR
EFFECT OF THIS INDENTURE ON THE FIRST MORTGAGE
The provisions of this Indenture shall become effective immediately upon
the execution and delivery of this Indenture and the First Mortgage shall
thereupon be deemed to be amended as set forth in this Indenture, as fully and
with the same effect as if the respective provisions of the First Mortgage, as
amended by this Indenture, had been set forth in said First Mortgage Indenture,
dated April 1, 1928, as originally executed; provided, however, that, at any
time prior to the issuance of any of the Series 1995 First Mortgage Bonds
provided for in and by this Indenture, the Company, when authorized by
resolution of its board of directors, may, and the Trustees in such event, upon
written request of the
-16-
<PAGE> 18
President or any Vice President or the Treasurer of the Company, shall, enter
into an indenture supplemental to the First Mortgage, in form satisfactory to
the Corporate Trustee, and which thereafter shall form a part of the First
Mortgage, for the purpose of canceling this Indenture, and upon and after the
execution and delivery of such indenture supplemental to the First Mortgage,
this Indenture and all of the terms and provisions of this Indenture shall be
of no force or effect whatsoever. Anything contained in this Indenture to the
contrary notwithstanding, however, no amendment of the First Mortgage made by
this Indenture shall affect, or so operate as to render invalid and improper,
any action heretofore taken under the First Mortgage.
Except as specifically amended or supplemented by this Indenture, all of
the provisions of the First Mortgage shall remain and continue in full force
and effect and unaffected by the execution of this Indenture.
This Indenture shall be construed in connection with, and as a part of,
the First Mortgage, and the covenants hereof shall be deemed, as to the subject
matter of such covenants, covenants of the First Mortgage.
This Indenture may be executed in two or more counterparts, each of which
shall be and shall be taken to be an original, and all collectively but one
instrument.
-17-
<PAGE> 19
IN WITNESS WHEREOF, said Inland Steel Company, the party of the first
part, has caused this Indenture to be signed in its corporate name by its
President or one of its Vice Presidents and its corporate seal to be hereunto
affixed and attested by its Secretary or one of its Assistant Secretaries, and
said The First National Bank of Chicago, one of the parties of the second part,
has caused this Indenture to be signed in its corporate seal to be hereunto
affixed and attested by one of its Trust Officers, and said John G. Finley, the
other of the parties of the second part, has hereunto set his hand and seal,
all as of the day and year first above written.
INLAND STEEL COMPANY
By: Lily L. May
_________________________
Vice President
ATTEST:
C. B. Salowitz
_____________________________
Assistant Secretary
Signed, sealed and delivered
by Inland Steel Company
in the presence of:
Pamela M. Golon
_____________________________
Janice F. Kutansky
_____________________________
-18-
<PAGE> 20
THE FIRST NATIONAL BANK OF CHICAGO
By: Richard D. Manella
__________________________________
Vice President
ATTEST:
Eydie A. Pacella
_____________________________
Trust Officer
Signed, sealed and delivered
by The First National Bank of
Chicago in the presence of:
J. L. Kinny
_____________________________
L. Marshall
_____________________________
John G. Finley (Seal)
_____________________________
Individual Trustee: John G. Finley
Signed, sealed and delivered
by John G. Finley
in the presence of:
J. L. Kinny
_____________________________
L. Marshall
_____________________________
-19-
<PAGE> 21
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, JANICE F. KUTANSKY, A NOTARY PUBLIC IN AND FOR THE COUNTY AND STATE
AFORESAID, DO HEREBY CERTIFY that on this 28th day of June, 1995, before me
personally came and appeared in person Lily L. May, a Vice President, and
Charles B. Salowitz, Assistant Secretary, respectively of Inland Steel
Company, one of the corporations described in the within, annexed and foregoing
indenture, each to me personally known and personally known to me to be a Vice
President and an Assistant Secretary, respectively, of said Inland Steel
Company, and personally known to me to be the same persons whose names are
subscribed to said indenture, who subscribed the same in my presence and who
severally acknowledged, and, being by me severally duly sworn, deposed and
said: That said Lily L. May resides in Chicago, in the State of Illinois, and
that he is a Vice President of said Inland Steel Company, one of the
corporations described in and which executed the foregoing indenture; that said
Charles B. Salowitz resides in Winnetka in the State of Illinois, and that he
is an Assistant Secretary of said Inland Steel Company, one of the corporations
described in and which executed the foregoing indenture; that they know the
seal of said corporation; that the seal affixed to said indenture is such
corporate seal; that said indenture was executed in behalf of said corporation
by authority of its board of directors; that said seal was so affixed by
authority of the board of directors of said corporation; that they did sign
their respective names thereto by like authority; and they further severally
acknowledged to me the signing, sealing and delivering of said indenture, and
said indenture itself, to be the free and voluntary act and deed of said Inland
Steel Company, and of themselves as such officers thereof, for the uses and
purposes therein set forth.
GIVEN under my hand and official seal this 28th day of June, A.D. 1995.
Janice F. Kutansky
_____________________________
___________, a resident of Cook
County, Illinois
Notary Public
My commission expires "OFFICIAL SEAL"
_____________________________________
JANICE F. KUTANSKY
Notary Public, State of Illinois
My Commission Expires May 24, 1998
-20-
<PAGE> 22
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, NILDA SIERRA, A NOTARY PUBLIC IN AND FOR THE COUNTY AND STATE
AFORESAID, DO HEREBY CERTIFY that on this 28th day of June, 1995, before
me personally came and appeared in person Richard D. Manella, a Vice President,
and Eydie A. Pacella, a Trust Officer, respectively, of The First National
Bank of Chicago, one of the corporations described in the within, annexed and
foregoing indenture, each to me personally known and personally known to me to
be a Vice President and a Trust Officer, respectively, of said The First
National Bank of Chicago, and personally known to me to be the same persons
whose names are subscribed to said indenture, who subscribed the same in my
presence and who severally acknowledged, and, being by me severally duly sworn,
deposed and said: That said Richard D. Manella resides in Buffalo Grove, IL, in
the State of Illinois, and that he is a Vice President of said The First
National Bank of Chicago, one of the corporations described in and which
executed the foregoing indenture; that said Eydie A. Pacella resides in Indian
Head Park, in the State of Illinois, and that he is a Trust Officer of said The
First National Bank of Chicago, one of the corporations described in and which
executed the foregoing indenture; that they know the seal of said corporation;
that the seal affixed to said indenture is such corporate seal; that said
indenture was executed in behalf of said corporation by authority of its
By-Laws; that said seal was so affixed by authority of the By-Laws of said
corporation; that they did sign their respective names thereto by like
authority; and they further severally acknowledged to me the signing, sealing
and delivering of said indenture, and said indenture itself, to be the free and
voluntary act and deed of said The First National Bank of Chicago, and of
themselves as such officers thereof, for the uses and purposes therein set
forth.
GIVEN under my hand and official seal this 28th day of June, A.D. 1995.
Nilda Sierra
_____________________________
_____________________, a resident of Cook
County, Illinois
Notary Public
My commission expires OFFICIAL SEAL
NILDA SIERRA
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 11/12/97
-21-
<PAGE> 23
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, NILDA SIERRA, A NOTARY PUBLIC IN AND FOR THE COUNTY AND STATE
AFORESAID, DO HEREBY CERTIFY that on this 28th day of June, 1995, before me
personally came and appeared in person John G. Finley, to me personally known
and personally known to me to be the person described in, and who executed, and
the same person whose name is subscribed to, the within, annexed and foregoing
indenture, and acknowledged the execution of, and that he signed, sealed,
executed and delivered said Indenture as his free and voluntary act and deed
for the uses and purposes therein set forth.
GIVEN under my hand and official seal this 28th day of June, A.D. 1995.
Nilda Sierra
____________________________
_____________________, a resident of Cook
County, Illinois
Notary Public
My commission expires ____________________
This instrument was prepared by: OFFICIAL SEAL
NILDA SIERRA
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 11/12/97
-22-
<PAGE> 1
EXHIBIT 10.A
INLAND 1984 INCENTIVE STOCK PLAN
AS AMENDED THROUGH MAY 24, 1995
1. Purpose.
The purpose of the Inland 1984 Incentive Stock Plan (the "Plan") is
to attract and retain outstanding individuals as officers and key employees of
the "Company" (which, on and after May 1, 1986, shall be Inland Steel
Industries, Inc., and prior to that date shall be Inland Steel Company) and its
subsidiaries, and to furnish incentives to such individuals through rewards
based upon the ownership and performance of the common stock of the Company. To
this end, the Committee hereinafter designated may grant stock options, stock
appreciation rights, restricted stock awards, and performance awards, or
combinations thereof, to officers and other key employees of the Company and
its subsidiaries, on the terms and subject to the conditions set forth in this
Plan.
2. Participants.
Participants in the Plan shall consist of such officers and other key
employees of the Company and its subsidiaries as the Committee in its sole
discretion may select from time to time to receive stock options, stock
appreciation rights, restricted stock awards or performance awards, either
singly or in combination, as the Committee may in its sole discretion
determine. Any director of the Company or any of its subsidiaries who is not
also an employee of the Company or any of its subsidiaries shall not be
eligible to receive stock options, stock appreciation rights, restricted stock
awards or performance awards under the Plan.
3. Shares Reserved under the Plan.
The maximum number of shares of common stock, $1.00 par value, of the
Company which may be issued pursuant to all grants made under the Plan shall
not exceed 800,000, of which no more than 300,000 shares shall be issued
pursuant to restricted stock awards and performance awards granted under the
Plan. Any shares subject to any grant which terminates by expiration,
cancellation or otherwise prior to the issuance of such shares or, in the case
of a restricted stock award, prior to vesting shall again be available for
future grants under the Plan. Shares of common stock to be issued pursuant to
grants under the Plan may be authorized and unissued shares of common stock,
treasury common stock, or any combination thereof.
<PAGE> 2
4. Administration of the Plan.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company. No member of the
Committee shall be eligible to receive any grant, or shall have been eligible
to receive any grant for at least one year prior to becoming a member, under
the Plan or any other stock option, stock appreciation rights or other
incentive stock plan of the Company or any subsidiary of the Company. Subject
to the provisions of the Plan, the Committee shall have authority (i) to
determine which employees of the Company and its subsidiaries shall be eligible
for participation in the Plan; (ii) to select employees to receive grants under
the Plan; (iii) to determine the form of the grant, whether as a stock option,
stock appreciation right, restricted stock award, performance award or a
combination thereof, the number of shares or units subject to the grant, the
time and conditions of exercise or vesting, the fair market value of the common
stock of the Company for purposes of the Plan, and all other terms and
conditions of any grant; and (iv) to prescribe the form of agreement,
certificate or other instrument evidencing the grant. The Committee shall also
have authority to interpret the Plan and to establish, amend and rescind rules
and regulations for the administration of the Plan, and all such
interpretations, rules and regulations shall be conclusive and binding on all
persons.
5. Effective Date and Term of Plan.
The Plan shall be submitted to the stockholders of the Company for
approval at the annual meeting to be held on April 25, 1984, or any adjournment
thereof, and, if approved by the affirmative vote of the holders of a majority
of the shares of common stock and Series A $2.40 Cumulative Convertible
Preferred Stock of the Company (voting together and not as separate classes)
present in person or by proxy, shall become effective on the date of such
approval. The Plan shall terminate five years after it becomes effective unless
terminated sooner by action of the Board of Directors. No further grants may
be made under the Plan after termination, but termination shall not affect the
rights of any participant under, or the authority of the Committee with respect
to, any grants or awards made prior to termination.
6. Stock Options.
(a) Grants. Options to purchase shares of common stock of the
Company, including "incentive stock options" within the meaning of Section 422A
of the Internal Revenue Code of 1954, as amended (the "Code"), may be granted
from time to time to such officers and other key employees of the Company and
its subsidiaries as may be selected by the Committee.
(b) Terms of Options. An option shall be exercisable in whole or
in such installments and at such times as may be deter-
- 2 -
<PAGE> 3
mined by the Committee in its sole discretion, provided that no option shall be
exercisable less than one or more than ten years after the date of grant. The
per share option price shall not be less than 100% of the fair market value of
a share of common stock of the Company on the date the option is granted. Upon
exercise, the option price may be paid in cash, in shares of common stock of
the Company having a fair market value equal to the option price, or in a
combination thereof. The Committee may also allow the cashless exercise of
options by holders thereof, as permitted under regulations promulgated by the
Board of Governors of the Federal Reserve System, subject to any applicable
restrictions necessary to comply with rules adopted by the Securities and
Exchange Commission, and the exercise of options by holders thereof by any
other means that the Committee determines to be consistent with the Plan's
purpose and applicable law, including loans, with or without interest, made by
the Company to the holder thereof.
(c) Restrictions Relating to Incentive Stock Options. No
incentive stock option granted prior to January 1, 1987, may be exercised by an
optionee while there is outstanding (within the meaning of Section 422A(c)(7)
of the Code) any incentive stock option previously granted to such optionee to
purchase stock in the Company or any subsidiary of the Company or in a
corporation which is a predecessor to the Company or any subsidiary. The
aggregate fair market value (determined as of the time the option is granted)
of the common stock of the Company for which any employee may be granted
incentive stock options in any calendar year (under this Plan or any other plan
of the Company or any of its subsidiaries) shall not exceed $100,000 (or such
other individual grant limit as may be in effect under the Code on the date of
grant) plus any unused limit carryover to such year permitted under Section
422A of the Code.
(d) Termination of Employment. If an optionee ceases to be
employed by the Company or any of its subsidiaries by reason of (i) death, (ii)
physical or mental incapacity, (iii) retirement on or after the normal
retirement date provided for in and pursuant to any pension plan of the Company
or any subsidiary of the Company in effect at the time of such retirement, or
(iv) early retirement (with the consent of the Company) provided for in and
pursuant to any such pension plan, any option held by such optionee may be
exercised, with respect to all or any part of the common stock of the Company
as to which such option was not theretofore exercised (whether or not such
option was otherwise then exercisable), for a period ending on the first
anniversary of the date of such cessation of employment or the date of
expiration of such option, whichever first occurs. If an optionee ceases to be
employed by the Company and any of its subsidiaries for any reason other than a
reason set forth in the immediately preceding sentence, any option held by such
optionee may be exercised for a period ending on the 30th day following the
date of such cessation of employment or the date of expiration of such option,
whichever first occurs,
- 3 -
<PAGE> 4
but only with respect to that number of shares of common stock for which such
option was exercisable immediately prior to the date of cessation of
employment.
(e) Additional Terms and Conditions. The agreement or instrument
evidencing the grant of a stock option may contain such other terms, provisions
and conditions not inconsistent with the Plan as may be determined by the
Committee in its sole discretion.
7. Stock Appreciation Rights.
(a) Grants. Rights entitling the grantee to receive cash or
shares of common stock of the Company having a fair market value equal to the
appreciation in market value of a stated number of shares of such common stock
from the date of the grant to the date of exercise, or, in the case of rights
granted in tandem with or by reference to a stock option granted prior to the
grant of such rights, from the date of grant of such related stock option to
the date of exercise, may be granted from time to time to such officers and
other key employees of the Company and its subsidiaries as may be selected by
the Committee.
(b) Terms of Grant. Such rights may be granted in tandem with or
by reference to a related stock option, in which event the grantee may elect to
exercise either the stock option or the rights, but not both, as to any of the
same shares subject to the stock option and the rights, or the rights may be
granted independently of a related stock option. Rights granted in tandem with
or by reference to a related stock option shall be exercisable to the extent,
and only to the extent, that the related option is exercisable, provided that
no such right (except in the case of death, or physical or mental incapacity)
shall be exercisable prior to the expiration of six months following the date
the right is granted. Rights granted independently of a stock option shall be
exercisable in whole or in such installments and at such times as may be
determined by the Committee, provided that no right shall be exercisable less
than one or more than ten years after the date of grant. Further, in the event
that any employee to whom rights are granted independently of a stock option
ceases to be an employee of the Company and its subsidiaries, such rights shall
be exercisable only to the extent and upon the conditions that stock options
are exercisable in accordance with the provisions of paragraph 6(d) of the
Plan. The Committee may at any time of grant or at any time thereafter impose
such additional terms and conditions on the exercise of stock appreciation
rights as it deems necessary or desirable for compliance with section 16(a) or
16(b) of the Securities Exchange Act of 1934 and the rules and regulations
thereunder.
(c) Payment on Exercise. Upon exercise of a stock appreciation
right, the grantee shall be paid the excess of the then fair market value of
the number of shares of common stock of the Company
- 4 -
<PAGE> 5
to which the right relates over the fair market value of such number of shares
at the date of grant of the right or of the related stock option, as the case
may be. Such excess shall be paid in cash or in shares of common stock having
a fair market value equal to such excess, or in such combination thereof, as
may be provided in the grant of such right (which may permit the grantee to
elect between cash and common stock or to elect a combination thereof), or, if
no such provision is made in the grant, as the Committee shall determine upon
exercise of the right, provided, in any event, that the grantee shall be paid
cash in lieu of any fractional share of common stock to which such grantee
would otherwise be entitled. The number of shares which may be issued pursuant
to all grants under the Plan shall be reduced in connection with the exercise
of any stock appreciation right by the number of shares paid out pursuant to
such exercise.
(d) Additional Terms and Conditions. The agreement or instrument
evidencing the grant of stock appreciation rights may contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined
by the Committee in its sole discretion.
8. Restricted Stock Awards.
Restricted stock awards consisting of shares of common stock of the
Company may be made from time to time to such officers and other key employees
of the Company and its subsidiaries as may be selected by the Committee,
provided that any such employee (except an employee whose terms of employment
include the granting of a restricted stock award) shall have been employed by
the Company or any of its subsidiaries for at least six months. Such awards
shall be contingent on the employee's continuing employment with the Company or
its subsidiaries for a period to be specified in the award, which shall not be
less than one or more than ten years from the date of award, and shall be
subject to such additional terms and conditions as the Committee in its sole
discretion deems appropriate, including, but not by way of limitation,
restrictions on the sale or other disposition of such shares during the
restriction period. The Committee may in its sole discretion at the time of the
award or at any time thereafter provide for the early vesting of such award in
the event of termination of employment by retirement, death, incapacity or
otherwise prior to the end of the restriction period. The holder of a
restricted stock award shall have the right to vote the restricted shares and
to receive dividends thereon, unless and until such shares are forfeited.
9. Performance Awards.
(a) Awards. Performance awards consisting of monetary units or
units which are equivalent to shares of common stock of the Company may be made
from time to time to such officers and other key employees of the Company and
its subsidiaries as may be
- 5 -
<PAGE> 6
selected by the Committee. Such awards shall be contingent on the achievement
over a period of not less than three or more than ten years of such corporate,
division, subsidiary, group or other objectives as shall be established by the
Committee. Such objectives shall be established by the Committee prior to the
beginning of the performance period, but may be revised by the Committee from
time to time during the performance period to take into account significant
unforeseen events or changes in circumstances.
(b) Termination of Employment. Except as may otherwise be
determined by the Committee at the time of the award or at any time thereafter,
a performance award shall terminate if the holder of the award does not remain
continuously in the employ of the Company and its subsidiaries at all time
during the applicable performance period.
(c) Payment. Following the end of the performance period, the
holder of a performance award shall be entitled to receive payment of an
amount, not exceeding the maximum value of the performance award established by
the Committee, based on the level of achievement of the objectives for the
performance period as determined by the Committee. Payment may be made in
cash, shares of common stock, or a combination thereof, as determined by the
Committee. Any payment to be made in common stock shall be based on the fair
market value of such stock on the payment date.
10. Adjustments for Changes in Capitalization, Etc.
Stock options, stock appreciation rights, restricted stock awards,
and performance awards shall be subject to adjustment by the Committee in its
sole discretion as to the number, kind and price of shares or other
consideration subject to such grants in the event of changes in the outstanding
common stock by reason of stock dividends, stock splits, recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges or other
relevant changes in corporate structure or capitalization occurring after the
date of the grant of any stock option, stock appreciation right, restricted
stock award or performance award. In the event of any such change in the
outstanding common stock, the maximum number of shares which may be issued
pursuant to all grants under the Plan and pursuant to restricted stock awards
and performance awards may also be appropriately adjusted by the Committee.
11. Effect of Liquidation, Merger, Consolidation or Other Events.
Unless otherwise determined by the Committee, and notwithstanding any
other provisions of the Plan, each outstanding stock option and stock
appreciation right and each restricted stock award and performance award shall
automatically terminate upon the effective date of (i) the liquidation or
dissolution of the Company, (ii) any merger or consolidation in which the
Company is
- 6 -
<PAGE> 7
not the surviving corporation or pursuant to which the common stock of the
Company does not remain outstanding, or (iii) the acquisition by another person
of all or substantially all of the assets of the Company; provided, however,
that the Committee in anticipation of any such event or any similar event, or
in the event of (a) the acquisition by any person of the beneficial ownership
of 25% or more of the outstanding voting securities of the Company or (b) any
offer by any person to acquire any voting securities of the Company which, if
accepted, would result in the beneficial ownership by such person of 25% or
more of the outstanding voting securities of the Company, may accelerate the
time within which such stock options and stock appreciation rights may be
exercised as well as the time for the vesting of restricted stock and
performance awards.
12. Amendment and Termination of Plan.
The Plan may be amended or terminated by the Board of Directors of
the Company in any respect except that (other than pursuant to paragraph 10 of
the Plan) no amendment may be made without stockholder approval if such
amendment would increase the maximum number of shares available for issuance
pursuant to all grants under the Plan or pursuant to restricted stock awards
and performance awards.
13. Miscellaneous.
(a) No Right to a Grant. Neither the adoption of the Plan nor any
action of the Board of Directors or of the Committee shall be deemed to give
any employee any right to be selected as a participant or to be granted a stock
option, stock appreciation right, restricted stock award or performance award.
(b) Rights as Stockholder. No person shall have any rights as a
stockholder of the Company with respect to any shares covered by a stock
option, stock appreciation right, or performance award until the date of the
issuance of a stock certificate to such person pursuant to such stock option
right or award.
(c) Employment. Nothing contained in this Plan shall be deemed to
confer upon any employee any right of continued employment with the Company or
any of its subsidiaries or to limit or diminish in any way the right of the
Company or any such subsidiary to terminate his or her employment at any time
with or without cause.
(d) Taxes. The Company shall be entitled to deduct from any
payment under the Plan the amount of any tax required by law to be withheld
with respect to such payment or may require any participant to pay such amount
to the Company prior to and as a condition of making such payment. In addition,
the Committee may, in its discretion and subject to such rules as it may adopt
from time to
- 7 -
<PAGE> 8
time, permit a participant to elect to have the Company withhold from any
payment under the Plan (or to have the Company accept from the participant),
for tax withholding purposes, cash or shares of common stock of the Company,
valued at their fair market value, but in no event shall the cash or fair
market value of the number of shares so withheld (or accepted) exceed the
amount necessary to meet the maximum Federal, state and local marginal tax
rates then in effect that are applicable to the participant and to the
particular transaction.
(e) Nontransferability. Except as permitted by the Committee, no
stock option, stock appreciation right, restricted stock award or performance
award shall be transferable except by will or the laws of descent and
distribution. During the holder's lifetime, stock options and stock
appreciation rights shall be exercisable only by, and shares subject to
restricted stock awards and payments pursuant to performance awards shall be
delivered or made only to, such holder or such holder's duly appointed legal
representative.
- 8 -
<PAGE> 1
EXHIBIT 10.B
INLAND 1988 INCENTIVE STOCK PLAN
AS AMENDED THROUGH MAY 24, 1995
1. Purpose.
The purpose of the Inland 1988 Incentive Stock Plan (the "Plan") is to
attract and retain outstanding individuals as officers and key employees of
Inland Steel Industries, Inc. (the "Company") and its subsidiaries, and to
furnish incentives to such individuals through rewards based upon the ownership
and performance of the common stock of the Company. To this end, the Committee
hereinafter designated may grant stock options, stock appreciation rights,
restricted stock awards, and performance awards, or combinations thereof, to
officers and other key employees of the Company and its subsidiaries, on the
terms and subject to the conditions set forth in this Plan.
2. Participants.
Participants in the Plan shall consist of such officers and other key
employees of the Company and its subsidiaries as the Committee in its sole
discretion may select from time to time to receive stock options, stock
appreciation rights, restricted stock awards or performance awards, either
singly or in combination, as the Committee may determine in its sole
discretion. Any director of the Company or any of its subsidiaries who is not
also an employee of the Company or any of its subsidiaries shall not be
eligible to receive stock options, stock appreciation rights, restricted stock
awards or performance awards under the Plan. As used in the Plan, the term
"subsidiary" means (a) any corporation of which the Company owns or controls,
directly or indirectly, 50% or more of the outstanding shares of capital stock
entitled to vote for the election of directors or (b) any partnership, joint
venture, or other business entity in respect of which the Company, directly or
indirectly, has comparable ownership or control.
3. Shares Reserved under the Plan.
The maximum number of shares of common stock, $1.00 par value per
share, of the Company which may be issued pursuant to grants made under the
Plan shall not exceed 1,700,000 plus such number of shares as shall have been
authorized for issuance pursuant to the Inland 1984 Incentive Stock Plan
(heretofore approved by stockholders) and shall not have been or be issued
pursuant to such plan. Any shares subject to any grant (including any grant
under the Inland 1984 Incentive Stock Plan) which terminates by expiration,
cancellation or otherwise without the issuance of such shares or without
payment thereunder, or in the case of a restricted stock award without vesting,
shall again be available for future grants under the Plan. Shares of common
stock to be issued pursuant to grants under the Plan may be authorized and
unissued shares of common stock, treasury common stock, or any combination
thereof.
<PAGE> 2
4. Administration of the Plan.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company. No member of the
Committee shall be eligible to receive any grant, or shall have been eligible
to receive any grant for at least one year prior to becoming a member, under
the Plan or any other stock option, stock appreciation rights or other
incentive stock plan of the Company or any subsidiary of the Company. Subject
to the provisions of the Plan, the Committee shall have authority (i) to
determine which employees of the Company and its subsidiaries shall be eligible
for participation in the Plan; (ii) to select employees to receive grants under
the Plan; (iii) to determine the form of grant, whether as a stock option,
stock appreciation right, restricted stock award, performance award or a
combination thereof, the number of shares or units subject to the grant, the
time and conditions of exercise or vesting, the fair market value of the common
stock of the Company for purposes of the Plan, and all other terms and
conditions of any grant; and (iv) to prescribe the form of agreement,
certificate or other instrument evidencing the grant. The Committee shall also
have authority to interpret the Plan and to establish, amend and rescind rules
and regulations for the administration of the Plan, and all such
interpretations, rules and regulations shall be conclusive and binding on all
persons.
5. Effective Date of Plan.
The Plan shall be submitted to the stockholders of the Company for
approval at the annual meeting to be held on April 27, 1988, or any adjournment
thereof, and, if approved by the affirmative vote of the holders of a majority
of the shares of common stock and Series A $2.40 Cumulative Convertible
Preferred Stock of the Company, voting as a single class, represented in person
or by proxy, shall be deemed to have become effective on the date of such
approval.
6. Stock Options.
(a) Grants. Options to purchase shares of common stock of the
Company, including "incentive stock options" within the meaning of Section 422A
of the Internal Revenue Code of 1986, as amended (the "Code"), may be granted
from time to time to such officers and other key employees of the Company and
its subsidiaries as may be selected by the Committee.
(b) Terms of Options. An option shall be exercisable in whole or
in such installments and at such times as may be determined by the Committee in
its sole discretion, provided that no option shall be exercisable less than one
or more than ten years after the date of grant. The per share option price
shall not be less than 100% of the fair market value of a share of common stock
of the Company on the date the option is granted. Upon exercise, the option
price may be paid in cash, in shares of common stock of
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<PAGE> 3
the Company having a fair market value equal to the option price, or in a
combination thereof. The Committee may also allow the cashless exercise of
options by holders thereof, as permitted under regulations promulgated by the
Board of Governors of the Federal Reserve System, subject to any applicable
restrictions necessary to comply with rules adopted by the Securities and
Exchange Commission, and the exercise of options by holders thereof by any
other means that the Committee determines to be consistent with the Plan's
purpose and applicable law, including loans, with or without interest, made by
the Company to the holder thereof.
(c) Restrictions Relating to Incentive Stock Options. To the
extent required by the Code, the aggregate fair market value (determined as of
the time the option is granted) of the common stock of the Company with respect
to which incentive stock options are exercisable for the first time by an
employee during any calendar year (under this Plan or any other plan of the
Company or any of its subsidiaries) shall not exceed $100,000.
(d) Termination of Employment. If an optionee ceases to be
employed by the Company or any of its subsidiaries by reason of (i) death, (ii)
physical or mental incapacity, (iii) retirement on or after the normal
retirement date provided for in and pursuant to any pension plan of the Company
or any subsidiary of the Company in effect at the time of such retirement, or
(iv) early retirement (with the consent of the Committee) provided for in and
pursuant to any such pension plan, any option held by such optionee may be
exercised, with respect to all or any part of the common stock of the Company
as to which such option was not theretofore exercised (whether or not such
option was otherwise then exercisable), for a period ending on the third
anniversary of the date of such cessation of employment or the date of
expiration of such option, whichever first occurs. If an optionee ceases to be
employed by the Company and any of its subsidiaries for any reason other than a
reason set forth in the immediately preceding sentence, any option held by such
optionee may be exercised for a period ending on the 30th day following the
date of such cessation of employment or the date of expiration of such option,
whichever first occurs, but only with respect to that number of shares of
common stock for which such option was exercisable immediately prior to the
date of cessation of employment.
(e) Additional Terms and Conditions. The agreement or instrument
evidencing the grant of a stock option may contain such other terms, provisions
and conditions not inconsistent with the Plan as may be determined by the
Committee in its sole discretion.
7. Stock Appreciation Rights.
(a) Grants. Rights entitling the grantee to receive cash or
shares of common stock of the Company having a fair market value equal to the
appreciation in market value of a stated number of shares of such common stock
from the date of the grant to the date
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of exercise, or, in the case of rights granted in tandem with or by reference
to a stock option granted prior to the grant of such rights, from the date of
grant of such related stock option to the date of exercise, may be granted from
time to time to such officers and other key employees of the Company and its
subsidiaries as may be selected by the Committee.
(b) Terms of Grant. Such rights may be granted in tandem with or
by reference to a related stock option, in which event the grantee may elect to
exercise either the stock option or the right, but not both, as to the shares
subject to the stock option and the right, or the right may be granted
independently of a stock option. Rights granted in tandem with or by reference
to a related stock option shall be exercisable to the extent, and only to the
extent, that the related option is exercisable, provided that no such right
(except in the case of death or physical or mental incapacity) shall be
exercisable prior to the expiration of six months following the date the right
is granted. Rights granted independently of a stock option shall be
exercisable in whole or in such installments and at such times as may be
determined by the Committee, provided that no right shall be exercisable less
than one or more than ten years after the date of grant. Further, in the event
that any employee to whom rights are granted independently of a stock option
ceases to be an employee of the Company and its subsidiaries, such rights shall
be exercisable only to the extent and upon the conditions that stock options
are exercisable in accordance with the provisions of paragraph (d) of Section 6
of the Plan. The Committee may at the time of grant or at any time thereafter
impose such additional terms and conditions on the exercise of stock
appreciation rights as it deems necessary or desirable for compliance with
Section 16(a) or Section 16(b) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
(c) Payment on Exercise. Upon exercise of a stock appreciation
right, the grantee shall be paid the excess of the then fair market value of
the number of shares of common stock of the Company to which the right relates
over the fair market value of such number of shares at the date of grant of the
right or of the related stock option, as the case may be. Such excess shall be
paid in cash or in shares of common stock having a fair market value equal to
such excess, or in such combination thereof, as may be provided in the grant of
such right (which may permit the grantee to elect between cash and common stock
or to elect a combination thereof) or, if no such provision is made in the
grant, as the Committee shall determine upon exercise of the right, provided,
in any event, that the grantee shall be paid cash in lieu of any fractional
share of common stock to which such grantee would otherwise be entitled. The
number of shares which may be issued pursuant to grants under the Plan shall be
reduced in connection with the exercise of any stock appreciation right by the
number of shares with respect to which such right is exercised.
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<PAGE> 5
(d) Additional Terms and Conditions. The agreement or instrument
evidencing the grant of stock appreciation rights may contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined
by the Committee in its sole discretion.
8. Restricted Stock Awards.
Restricted stock awards consisting of shares of common stock of the
Company may be made from time to time to such officers and other key employees
of the Company and its subsidiaries as may be selected by the Committee,
provided that any such employee (except an employee whose terms of employment
include the granting of a restricted stock award) shall have been employed by
the Company or any of its subsidiaries for at least six months. Such awards
shall be contingent on the employee's continuing employment with the Company or
its subsidiaries for a period to be specified in the award, which shall not be
less than one or more than ten years from the date of award, and shall be
subject to such additional terms and conditions as the Committee in its sole
discretion deems appropriate, including, but not by way of limitation,
restrictions on the sale or other disposition of such shares during the
restriction period. The Committee may in its sole discretion at the time of
the award or at any time thereafter provide for the early vesting of such award
in the event of termination of employment by retirement, death, incapacity or
otherwise prior to the end of the restriction period. The holder of a
restricted stock award shall have the right to vote the restricted shares and
to receive dividends thereon, unless and until such shares are forfeited.
9. Performance Awards.
(a) Awards. Performance awards consisting of (i) shares of common
stock of the Company, (ii) monetary units or (iii) units which are expressed in
terms of shares of common stock of the Company may be made from time to time to
such officers and other key employees of the Company and its subsidiaries as
may be selected by the Committee. Such awards shall be contingent on the
achievement over a period of not less than one or more than ten years of such
corporate, division, subsidiary, group or other objectives as shall be
established by the Committee. Such objectives may be revised by the Committee
at any time and from time to time during the performance period to take into
account significant unforeseen events or changes in circumstances. Except as
may otherwise be determined by the Committee at the time of the award or at any
time thereafter, a performance award shall terminate if the holder of the award
does not remain continuously in the employ of the Company or its subsidiaries
at all times during the applicable performance period.
(b) Rights with Respect to Shares and Share Units. If a
performance award consists of shares of common stock of the Company
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<PAGE> 6
or units which are expressed in terms of shares of such common stock, amounts
equal to dividends otherwise payable on a like number of shares may, if the
award so provides, be converted into additional such shares (to the extent that
shares are then available for issuance under the Plan) or credited as
additional units and paid to the participant if and when, and to the extent
that, payment is made pursuant to such award.
(c) Payment. Payment of a performance award following the end of
the performance period, if such award consists of monetary units or units
expressed in terms of shares of common stock of the Company, may be made in
cash, shares of common stock, or a combination thereof, as determined by the
Committee. Any payment made in common stock shall be based on the fair market
value of such stock on the payment date. In the case of any payment made in
whole or in part in cash (other than amounts attributable to dividend
equivalents payable in cash), the number of shares of common stock which may be
issued pursuant to grants under the Plan shall be reduced by that number of
shares of such stock (including any fraction as a whole share) having a fair
market value that is equal to the amount of such cash.
10. Adjustments for Changes in Capitalization, Etc.
Subject to the provisions of Section 11 of the Plan, stock options,
stock appreciation rights, restricted stock awards, and performance awards
shall be appropriately adjusted by the Committee as to the number, kind and
price of shares or other consideration subject to such grants in the event of
changes in the outstanding common stock by reason of stock dividends, stock
splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges or other relevant changes in capitalization occurring
after the date of the grant of any stock option, stock appreciation right,
restricted stock award or performance award. In the event of any such change
in the outstanding common stock, the maximum number of shares which may be
issued pursuant to grants under the Plan shall also be appropriately adjusted
by the Committee. No adjustment to either (i) the number or price of shares of
common stock subject to incentive stock options or (ii) the maximum number of
shares which may be issued pursuant to incentive stock options shall be
permitted hereunder to the extent that such adjustment would cause an incentive
stock option to be considered as modified or the Plan to be treated as newly
adopted under the Code.
11. Effect of Merger, Consolidation, Liquidation and Certain Other
Events.
(a) Acceleration of Benefits. In the event of a "Change of
Control" as defined in paragraph (b) of this Section 11, (i) the value of all
outstanding stock options, stock appreciation rights and restricted stock
awards (whether or not then fully exercisable or vested) shall be cashed out on
the basis of the "Change of
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<PAGE> 7
Control Price" (as defined in paragraph (c) of this Section 11) as of the date
the Change of Control occurs, provided, however, that any stock options or
stock appreciation rights outstanding for less than six months shall not be
cashed out until six months after the respective date of grant, and provided,
further, that the Committee may provide for the immediate vesting instead of
the cashing out of restricted stock awards in such circumstances as it deems
appropriate; and (ii) all outstanding performance awards shall be cashed out in
such manner and in such amount or amounts as determined by the Committee in its
sole discretion at the time such awards are made.
(b) Change of Control. For purposes of this Section 11, a
Change of Control means the happening of any of the following: (i) the Company
is merged into or consolidated with another corporation, or the stockholders of
the Company approve a definitive agreement to sell or otherwise dispose of all
or substantially all of its assets or adopt a plan of liquidation, provided,
however, that a Change of Control shall not be deemed to have occurred by
reason of a transaction, or a substantially concurrent or otherwise related
series of transactions, upon the completion of which the beneficial ownership
of the voting power of the Company, the surviving corporation or corporation
directly or indirectly controlling the Company or the surviving corporation, as
the case may be, is held only by the same persons (as defined below) (although
not necessarily in the same proportion) as held the beneficial ownership of the
voting power of the Company immediately prior to the transaction or the
substantially concurrent or otherwise related series of transactions, except
that upon the completion thereof, employees or employee benefit plans of the
Company may be a new holder of such beneficial ownership; or (ii) the
"beneficial ownership" (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) of securities representing 30% or
more of the combined voting power of the Company is acquired by any "person" as
defined in Sections 13(d) and 14(d) of the Exchange Act (other than any trustee
or other fiduciary holding securities under an employee benefit or other
similar stock plan of the Company); or (iii) at any time during any period of
two consecutive years, individuals who at the beginning of such period were
members of the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof (unless the election, or the nomination
for election by the Company's stockholders, of each new director was approved
by a vote of at least two-thirds of the directors still in office at the time
of such election or nomination who were directors at the beginning of such
period).
(c) Change of Control Price. For purposes of this Section 11,
Change of Control Price means (i) with respect to a Change of Control by reason
of a merger or consolidation of the Company described in paragraph (b)(i) of
this Section 11 in which the consideration per share of the Company's common
stock to be paid for the acquisition of shares of common stock specified in the
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<PAGE> 8
agreement of merger or consolidation is all in cash, the highest such
consideration per share, (ii) with respect to a Change of Control by reason of
an acquisition of securities described in paragraph (b)(ii) of this Section 11,
the highest price per share for any share of the Company's common stock paid by
any holder of any of the securities representing 30% or more of the combined
voting power of the Company giving rise to the Change of Control, and (iii)
with respect to a Change of Control by reason of a merger or consolidation of
the Company (other than a merger or consolidation described in paragraph (c)(i)
of this Section 11), stockholder approval of an agreement or plan described in
paragraph (b)(i) of this Section 11 or a change in the composition of the Board
of Directors described in paragraph (b)(iii) of this Section 11, the highest
price per share of common stock reported on the New York Stock Exchange
Composite Tape (or, if such shares are not traded on the New York Stock
Exchange, such other principal market on which such shares are traded) during
the sixty-day period ending on the date the Change of Control occurs, except
that, in the case of incentive stock options and stock appreciation rights
relating to incentive stock options, the holder may not receive an amount in
excess of the maximum amount that will enable such option to continue to
qualify as an incentive stock option.
12. Amendment and Termination of Plan.
The Plan may be amended by the Board of Directors of the Company in
any respect, provided that, without stockholder approval, no amendment (other
than pursuant to Section 10 of the Plan) shall increase the maximum number of
shares available for issuance under the Plan. In addition, no amendment may
impair the rights of a participant under any stock option, stock appreciation
right, restricted stock award or performance award previously granted under the
Plan without the consent of such participant, unless required by law. The Plan
may also be terminated at any time by the Board of Directors. No further
grants may be made under the Plan after termination, but termination shall not
affect the rights of any participant under, or the authority of the Committee
with respect to, any grants or awards made prior to termination.
13. Prior Plan.
Upon the effectiveness of this Plan, no further grants shall be made
under the Inland 1984 Incentive Stock Plan. The discontinuance of the Inland
1984 Incentive Stock Plan shall not affect the rights of any participant under,
or the authority of the Committee (therein referred to) with respect to, any
grants or awards made thereunder prior to such discontinuance.
14. Miscellaneous.
(a) No Right to a Grant. Neither the adoption of the Plan nor
any action of the Board of Directors or of the Committee shall
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<PAGE> 9
be deemed to give any employee any right to be selected as a participant or to
be granted a stock option, stock appreciation right, restricted stock award or
performance award.
(b) Rights as Stockholders. No person shall have any rights as
a stockholder of the Company with respect to any shares covered by a stock
option, stock appreciation right, or performance award until the date of the
issuance of a stock certificate to such person pursuant to such stock option,
right or award.
(c) Employment. Nothing contained in this Plan shall be deemed
to confer upon any employee any right of continued employment with the Company
or any of its subsidiaries or to limit or diminish in any way the right of the
Company or any such subsidiary to terminate his or her employment at any time
with or without cause.
(d) Taxes. The Company shall be entitled to deduct from any
payment under the Plan the amount of any tax required by law to be withheld
with respect to such payment or may require any participant to pay such amount
to the Company prior to and as a condition of making such payment. In
addition, the Committee may, in its discretion and subject to such rules as it
may adopt from time to time, permit a participant to elect to have the Company
withhold from any payment under the Plan (or to have the Company accept from
the participant), for tax withholding purposes, cash or shares of common stock
of the Company, valued at their fair market value, but in no event shall the
cash or the fair market value of the number of shares so withheld (or accepted)
exceed the amount necessary to meet the maximum Federal, state and local
marginal tax rates then in effect that are applicable to the participant and to
the particular transaction.
(e) Nontransferability. Except as permitted by the Committee,
no stock option, stock appreciation right, restricted stock award or
performance award shall be transferable except by will or the laws of descent
and distribution. During the holder's lifetime, stock options and stock
appreciation rights shall be exercisable only by, and shares subject to
restricted stock awards and payments pursuant to performance awards shall be
delivered or made only to, such holder or such holder's duly appointed legal
representative.
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EXHIBIT 10.C
INLAND 1992 INCENTIVE STOCK PLAN
AS AMENDED THROUGH MAY 24, 1995
1. PURPOSE.
The purpose of the Inland 1992 Incentive Stock Plan (the "Plan") is to
attract and retain outstanding individuals as officers and key employees of
Inland Steel Industries, Inc. (the "Company") and its subsidiaries, and to
furnish incentives to such individuals through rewards based upon the ownership
and performance of the common stock of the Company. To this end, the Committee
hereinafter designated may grant stock options, stock appreciation rights,
restricted stock awards, and performance awards, or combinations thereof, to
officers and other key employees of the Company and its subsidiaries, on the
terms and subject to the conditions set forth in this Plan.
2. PARTICIPANTS.
Participants in the Plan shall consist of such officers and other key
employees of the Company and its subsidiaries as the Committee in its sole
discretion may select from time to time to receive stock options, stock
appreciation rights, restricted stock awards or performance awards, either
singly or in combination, as the Committee may determine in its sole
discretion. Any director of the Company or any of its subsidiaries who is not
also an employee of the Company or any of its subsidiaries shall not be
eligible to receive stock options, stock appreciation rights, restricted stock
awards or performance awards under the Plan. As used in the Plan, the term
"subsidiary" means (a) any corporation of which the Company owns or controls,
directly or indirectly, 50% or more of the outstanding shares of capital stock
entitled to vote for the election of directors or (b) any partnership, joint
venture, or other business entity in respect of which the Company, directly or
indirectly, has comparable ownership or control.
3. SHARES RESERVED UNDER THE PLAN.
The maximum number of shares of common stock, $1.00 par value per
share, of the Company which may be issued pursuant to grants or awards made
under the Plan shall not exceed 2,200,000, subject, however, to adjustment
pursuant to the provisions of Section 10 of the Plan. Except to the extent
otherwise determined by the Committee, any shares subject to any grant or award
which terminates by expiration, cancellation or otherwise without the issuance
of such shares or which is settled in cash (to the extent so settled), or in
the case of a restricted stock award without vesting, shall again be available
for future grants under the Plan. Shares of common stock to be issued pursuant
to grants under the Plan may be authorized and unissued shares of common stock,
treasury common stock, or any combination thereof.
<PAGE> 2
4. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company. No member of the
Committee shall be eligible to receive any grant, or shall have been eligible
to receive any grant for at least one year prior to becoming a member, under
the Plan or any other stock option, stock appreciation rights or other
incentive stock plan for employees of the Company or any subsidiary of the
Company. Subject to the provisions of the Plan, the Committee shall have
authority (i) to determine which employees of the Company and its subsidiaries
shall be eligible for participation in the Plan; (ii) to select employees to
receive grants under the Plan; (iii) to determine the form of grant, whether as
a stock option, stock appreciation right, restricted stock award, performance
award or a combination thereof, the number of shares or units subject to the
grant, the time and conditions of exercise or vesting, the fair market value of
the common stock of the Company for purposes of the Plan, and all other terms
and conditions of any grant; and (iv) to prescribe the form of agreement,
certificate or other instrument evidencing the grant. The Committee shall also
have authority to interpret the Plan and to establish, amend and rescind rules
and regulations for the administration of the Plan, and all such
interpretations, rules and regulations shall be conclusive and binding on all
persons.
5. EFFECTIVE DATE OF PLAN.
The Plan shall be submitted to the stockholders of the Company for
approval at the annual meeting to be held on April 22, 1992, or any adjournment
thereof, and, if approved by the stockholders, shall be deemed to have become
effective on the date of such approval.
6. STOCK OPTIONS.
(A) GRANTS. Options to purchase shares of common stock of the
Company, including "incentive stock options" within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), may be granted
from time to time to such officers and other key employees of the Company and
its subsidiaries as may be selected by the Committee.
(B) TERMS OF OPTIONS. An option shall be exercisable in whole or in
such installments and at such times as may be determined by the Committee in
its sole discretion, provided that no option shall be exercisable less than one
or more than ten years after the date of grant. The per share option price
shall not be less than 100% of the fair market value of a share of common stock
of the Company on the date the option is granted. Upon exercise, the option
price may be paid in cash, in shares of common stock of the Company having a
fair market value equal to the option price, or in a combination thereof. The
Committee may also allow the cashless exercise of options by holders thereof,
as permitted under regulations promulgated by the Board of Governors of the
Federal Reserve System, subject to any applicable restrictions necessary to
comply with rules adopted by the Securities and
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<PAGE> 3
Exchange Commission, and the exercise of options by holders thereof by any
other means that the Committee determines to be consistent with the Plan's
purpose and applicable law, including loans, with or without interest, made by
the Company to the holder thereof.
(C) RESTRICTIONS RELATING TO INCENTIVE STOCK OPTIONS. To the extent
required by the Code, the aggregate fair market value (determined as of the
time the option is granted) of the common stock of the Company with respect to
which incentive stock options are exercisable for the first time by an employee
during any calendar year (under the Plan or any other plan of the Company or
any of its subsidiaries) shall not exceed $100,000.
(D) TERMINATION OF EMPLOYMENT. If an optionee ceases to be employed
by the Company or any of its subsidiaries by reason of (i) death, (ii) physical
or mental incapacity, (iii) retirement on or after the normal retirement date
provided for in and pursuant to any pension plan of the Company or any
subsidiary of the Company in effect at the time of such retirement, or (iv)
early retirement (with the consent of the Committee) provided for in and
pursuant to any such pension plan, any option held by such optionee may be
exercised, with respect to all or any part of the common stock of the Company
as to which such option was not theretofore exercised (whether or not such
option was otherwise then exercisable), for such period from and after the date
of such cessation of employment (not extending, however, beyond the date of
expiration of such option) as the Committee may determine at the time of the
grant. If an optionee ceases to be employed by the Company and any of its
subsidiaries for any reason other than a reason set forth in the immediately
preceding sentence, any option held by such optionee may be exercised for a
period ending on the 30th day following the date of such cessation of
employment or the date of expiration of such option, whichever first occurs,
but only with respect to that number of shares of common stock for which such
option was exercisable immediately prior to the date of cessation of
employment.
(E) ADDITIONAL TERMS AND CONDITIONS. The agreement or instrument
evidencing the grant of a stock option may contain such other terms, provisions
and conditions not inconsistent with the Plan as may be determined by the
Committee in its sole discretion.
7. STOCK APPRECIATION RIGHTS.
(A) GRANTS. Rights entitling the grantee to receive cash or shares of
common stock of the Company having a fair market value equal to the
appreciation in market value of a stated number of shares of such common stock
from the date of the grant to the date of exercise, or, in the case of rights
granted in tandem with or by reference to a stock option granted prior to the
grant of such rights, from the date of grant of such related stock option to
the date of exercise, may be granted from time to time to such officers and
other key employees of the Company and its subsidiaries as may be selected by
the Committee.
(B) TERMS OF GRANT. Such rights may be granted in tandem with or by
reference to a related stock option, in which event the grantee may elect to
exercise either the stock
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<PAGE> 4
option or the right, but not both, as to the shares subject to the stock option
and the right, or the right may be granted independently of a stock option.
Rights granted in tandem with or by reference to a related stock option shall
be exercisable to the extent, and only to the extent, that the related option
is exercisable, provided that no such right (except in the case of death or
physical or mental incapacity) shall be exercisable prior to the expiration of
six months following the date the right is granted. Rights granted
independently of a stock option shall be exercisable in whole or in such
installments and at such times as may be determined by the Committee, provided
that no right shall be exercisable less than one or more than ten years after
the date of grant. Further, in the event that any employee to whom rights are
granted independently of a stock option ceases to be an employee of the Company
and its subsidiaries, such rights shall be exercisable only to the extent and
upon the conditions that stock options are exercisable in accordance with the
provisions of paragraph (d) of Section 6 of the Plan. The Committee may at the
time of grant or at any time thereafter impose such additional terms and
conditions on the exercise of stock appreciation rights as it deems necessary
or desirable for compliance with Section 16(a) or Section 16(b) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
(C) PAYMENT ON EXERCISE. Upon exercise of a stock appreciation right,
the grantee shall be paid the excess of the then fair market value of the
number of shares of common stock of the Company to which the right relates over
the fair market value of such number of shares at the date of grant of the
right or of the related stock option, as the case may be. Such excess shall be
paid in cash or in shares of common stock having a fair market value equal to
such excess, or in such combination thereof, as may be provided in the grant of
such right (which may permit the grantee to elect between cash and common stock
or to elect a combination thereof), or, if no such provision is made in the
grant, as the Committee shall determine upon exercise of the right, provided,
in any event, that the grantee shall be paid cash in lieu of any fractional
share of common stock to which such grantee would otherwise be entitled. The
number of shares which may be issued pursuant to grants under the Plan shall be
reduced in connection with the exercise of any stock appreciation right by the
number of shares issued pursuant to such exercise.
(D) ADDITIONAL TERMS AND CONDITIONS. The agreement or instrument
evidencing the grant of stock appreciation rights may contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined
by the Committee in its sole discretion.
8. RESTRICTED STOCK AWARDS.
Restricted stock awards consisting of shares of common stock of the
Company may be made from time to time to such officers and other key employees
of the Company and its subsidiaries as may be selected by the Committee,
provided that any such employee (except an employee whose terms of employment
include the granting of a restricted stock award) shall have been employed by
the Company or any of its subsidiaries for at least six months. Such awards
shall be contingent on the employee's continuing employment with the
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<PAGE> 5
Company or its subsidiaries for a period to be specified in the award, which
shall not be less than one or more than ten years from the date of award, and
shall be subject to such additional terms and conditions as the Committee in
its sole discretion deems appropriate, including, but not by way of limitation,
restrictions on the sale or other disposition of such shares during the
restriction period. The Committee may in its sole discretion at the time of
the award or at any time thereafter provide for the early vesting of such award
in the event of termination of employment by retirement, death, incapacity or
otherwise prior to the end of the restriction period. Except as otherwise
determined by the Committee at the time of the award, the holder of a
restricted stock award shall have the right to vote the restricted shares and
to receive dividends thereon, unless and until such shares are forfeited.
9. PERFORMANCE AWARDS.
(A) AWARDS. Performance awards consisting of (i) shares of
common stock of the Company, (ii) monetary units or (iii) units which are
expressed in terms of shares of common stock of the Company may be made from
time to time to such officers and other key employees of the Company and its
subsidiaries as may be selected by the Committee. Such awards shall be
contingent on the achievement over a period of not less than one or more than
ten years of such corporate, division, subsidiary, group or other objectives as
shall be established by the Committee. Such objectives may be revised by the
Committee at any time and from time to time during the performance period to
take into account significant unforeseen events or changes in circumstances.
Except as may otherwise be determined by the Committee at the time of the award
or at any time thereafter, a performance award shall terminate if the holder of
the award does not remain continuously in the employ of the Company or its
subsidiaries at all times during the applicable performance period.
(B) RIGHTS WITH RESPECT TO SHARES AND SHARE UNITS. If a
performance award consists of shares of common stock of the Company or units
which are expressed in terms of shares of such common stock, amounts equal to
dividends otherwise payable on a like number of shares may, if the award so
provides, be converted into additional such shares (to the extent that shares
are then available for issuance under the Plan) or credited as additional units
and paid to the participant if and when, and to the extent that, payment is
made pursuant to such award.
(C) PAYMENT. Payment of a performance award following the end
of the performance period, if such award consists of monetary units or units
expressed in terms of shares of common stock of the Company, may be made in
cash, shares of common stock, or a combination thereof, as determined by the
Committee. Any payment made in common stock shall be based on the fair market
value of such stock on the payment date.
10. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION, ETC.
Subject to the provisions of Section 11 of the Plan, stock
options, stock appreciation rights, restricted stock awards, and performance
awards may be appropriately adjusted by
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the Committee as to the number, kind and price of shares or other consideration
subject to such grants in the event of stock dividends, stock splits, spinoffs
or other distributions of assets (other than normal cash dividends),
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in corporate structure or capitalization
occurring after the date of the grant of any stock option, stock appreciation
right, restricted stock award or performance award. In any such event, the
maximum number of shares which may be issued pursuant to grants under the Plan
may also be appropriately adjusted by the Committee.
11. EFFECT OF MERGER, CONSOLIDATION, LIQUIDATION AND CERTAIN OTHER EVENTS.
(A) ACCELERATION OF BENEFITS. In the event of a "Change in
Control" as defined in paragraph (b) of this Section 11, (i) the value of all
outstanding stock options, stock appreciation rights and restricted stock
awards (whether or not then fully exercisable or vested) shall be cashed out on
the basis of the "Change in Control Price" (as defined in paragraph (c) of this
Section 11) as of the date the Change in Control occurs, provided, however,
that any stock options or stock appreciation rights outstanding for less than
six months shall not be cashed out until six months after the respective date
of grant, and provided, further, that the Committee may provide for the
immediate vesting instead of the cashing out of restricted stock awards in such
circumstances as it deems appropriate; and (ii) all outstanding performance
awards shall be cashed out in such manner and in such amount or amounts as
determined by the Committee in its sole discretion at the time such awards are
made.
(B) CHANGE IN CONTROL. For purposes of this Section 11, a
Change in Control means the happening of any of the following: (i) the Company
is merged into or consolidated with another corporation, or the stockholders of
the Company approve a definitive agreement to sell or otherwise dispose of all
or substantially all of its assets or adopt a plan of liquidation, provided,
however, that a Change in Control shall not be deemed to have occurred by
reason of a transaction, or a substantially concurrent or otherwise related
series of transactions, upon the completion of which the beneficial ownership
of the voting power of the Company, the surviving corporation or corporation
directly or indirectly controlling the Company or the surviving corporation, as
the case may be, is held only by the same persons (as defined below) (although
not necessarily in the same proportion) as held the beneficial ownership of the
voting power of the Company immediately prior to the transaction or the
substantially concurrent or otherwise related series of transactions, except
that upon the completion thereof, employees or employee benefit plans of the
Company may be a new holder of such beneficial ownership or (ii) the
"beneficial ownership" (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) of securities representing 40% or
more of the combined voting power of the Company is acquired by any "person" as
defined in Sections 13(d) and 14(d) of the Exchange Act (other than any trustee
or other fiduciary holding securities under an employee benefit or other
similar stock plan of the Company); or (iii) at any time during any period of
two consecutive years, individuals who at the beginning of such period were
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<PAGE> 7
members of the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof (unless the election, or the nomination
for election by the Company's stockholders, of each new director was approved
by a vote of at least two-thirds of the directors still in office at the time
of such election or nomination who were directors at the beginning of such
period).
(C) CHANGE IN CONTROL PRICE. For purposes of this Section 11,
Change in Control Price means (i) with respect to a Change in Control by reason
of a merger or consolidation of the Company described in paragraph (b)(i) of
this Section 11 in which the consideration per share of the Company's common
stock to be paid for the acquisition of shares of common stock specified in the
agreement of merger or consolidation is all in cash, the highest such
consideration per share, (ii) with respect to a Change in Control by reason of
an acquisition of securities described in paragraph (b)(ii) of this Section 11,
the highest price per share for any share of the Company's common stock paid by
any holder of any of the securities representing 40% or more of the combined
voting power of the Company giving rise to the Change in Control, and (iii)
with respect to a Change in Control by reason of a merger or consolidation of
the Company (other than a merger or consolidation described in paragraph (c)(i)
of this Section 11), stockholder approval of an agreement or plan described in
paragraph (b)(i) of this Section 11 or a change in the composition of the Board
of Directors described in paragraph (b)(iii) of this Section 11, the highest
price per share of common stock reported on the New York Stock Exchange
Composite Tape (or, if such shares are not traded on the New York Stock
Exchange, such other principal market on which such shares are traded) during
the sixty-day period ending on the date the Change in Control occurs, except
that, in the case of incentive stock options and stock appreciation rights
relating to incentive stock options, the holder may not receive an amount in
excess of the maximum amount that will enable such option to continue to
qualify as an incentive stock option.
12. AMENDMENT AND TERMINATION OF PLAN.
The Plan may be amended by the Board of Directors of the
Company in any respect, provided that, without stockholder approval, no
amendment (other than pursuant to Section 10 of the Plan) shall increase the
maximum number of shares available for issuance under the Plan. In addition,
no amendment may impair the rights of a participant under any stock option,
stock appreciation right, restricted stock award or performance award
previously granted under the Plan without the consent of such participant,
unless required by law. The Plan may also be terminated at any time by the
Board of Directors. No further grants may be made under the Plan after
termination, but termination shall not affect the rights of any participant
under, or the authority of the Committee with respect to, any grants or awards
made prior to termination.
13. PRIOR PLAN.
Upon the effectiveness of this Plan, no further grants shall
be made under the Inland 1988 Incentive Stock Plan. The discontinuance of the
Inland 1988 Incentive Stock Plan shall
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<PAGE> 8
not affect the rights of any participant under, or the authority of the
Committee (therein referred to) with respect to, any grants or awards made
thereunder prior to such discontinuance.
14. MISCELLANEOUS.
(A) NO RIGHT TO A GRANT. Neither the adoption of the Plan nor
any action of the Board of Directors or of the Committee shall be deemed to
give any employee any right to be selected as a participant or to be granted a
stock option, stock appreciation right, restricted stock award or performance
award.
(B) RIGHTS AS STOCKHOLDERS. No person shall have any rights
as a stockholder of the Company with respect to any shares covered by a stock
option, stock appreciation right, or performance award until the date of the
issuance of a stock certificate to such person pursuant to such stock option,
right or award.
(C) EMPLOYMENT. Nothing contained in this Plan shall be
deemed to confer upon any employee any right of continued employment with the
Company or any of its subsidiaries or to limit or diminish in any way the right
of the Company or any such subsidiary to terminate his or her employment at any
time with or without cause.
(D) TAXES. The Company shall be entitled to deduct from any
payment under the Plan the amount of any tax required by law to be withheld
with respect to such payment or may require any participant to pay such amount
to the Company prior to and as a condition of making such payment. In
addition, the Committee may, in its discretion and subject to such rules as it
may adopt from time to time, permit a participant to elect to have the Company
withhold from any payment under the Plan (or to have the Company accept from
the participant), for tax withholding purposes, shares of common stock of the
Company, valued at their fair market value, but in no event shall the fair
market value of the number of shares so withheld (or accepted) exceed the
amount necessary to meet the maximum Federal, state and local marginal tax
rates then in effect that are applicable to the participant and to the
particular transaction.
(E) NONTRANSFERABILITY. Except as permitted by the Committee,
no stock option, stock appreciation right, restricted stock award or
performance award shall be transferable except by will or the laws of descent
and distribution. During the holder's lifetime, stock options and stock
appreciation rights shall be exercisable only by, and shares subject to
restricted stock awards and payments pursuant to performance awards shall be
delivered or made only to, such holder or such holder's duly appointed legal
representative.
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<PAGE> 1
EXHIBIT 10.D
INLAND STEEL INDUSTRIES
NONQUALIFIED THRIFT PLAN
(As Amended and Restated
Effective January 1, 1995)
Inland Steel Industries, Inc. hereby amends and restates this Inland
Steel Industries Nonqualified Thrift Plan, effective as of January 1, 1995, in
order to continue to enable eligible employees of Inland Steel Industries, Inc.
and its Affiliates to obtain the same level of benefits they would have been
able to receive under the Inland Steel Industries Thrift Plan but for the limit
imposed by the Internal Revenue Code of 1986 on the amount of compensation
which may be taken into account under such plan.
ARTICLE I
DEFINITIONS
1.01 "Account" means the record of a Participant's interest in the
Plan attributable to Company Contributions and Participant Contributions made
on behalf of such Participant.
1.02 "Affiliate" means Affiliate as defined in the Qualified Thrift
Plan.
1.03 "Beneficiary" means with respect to a Participant the
Participant's Beneficiary under the Qualified Thrift Plan.
1.04 "Code" means the Internal Revenue Code of 1986, as from time
to time amended.
1.05 "Company" means Inland Steel Industries, Inc.
1.06 "Company Contributions" means the contributions to the Plan by
the Company pursuant to Section 3.03
1.07 "Effective Date" means January 1, 1989.
1.08 "Eligible Employee" means an employee of the Company or an
Affiliate who is eligible to participate in the Qualified Thrift Plan.
1.09 "Enrollment Date" means the Effective Date and the first day
of each month thereafter.
<PAGE> 2
1.10 "Participant" means each Eligible Employee who has
met the requirements of Article II for participation in the Plan.
1.11 "Participant Contributions" means the contributions to the
Plan by the Company on behalf of a Participant pursuant to Section 3.01.
1.12 "Plan" means the Inland Steel Industries Nonqualified Thrift
Plan, as amended and restated.
1.13 "Plan Administrator" means the Director of Pension Investments
and Administration of the Company or such other individual as may be appointed
by the Vice President-Human Resources or the Treasurer of the Company to
administer the Plan. To the extent consistent with the purposes of the Plan
and the authority delegated to the Assistant Plan Administrator pursuant to
Section 6.03(h), the term Plan Administrator shall include Assistant Plan
Administrator.
1.14 "Plan Year" means the calendar year.
1.15 "Qualified Thrift Plan" means the Inland Steel Industries
Thrift Plan, as from time to time amended.
1.16 "Salary" means for any relevant period the Participant's Base
Salary (as defined in the Qualified Thrift Plan) which is not taken into
account under the Qualified Thrift Plan pursuant to Section 401(a)(17) of the
Code.
1.17 "Valuation Date" means the last day of each month.
1.18 "Vesting Service" means Vesting Service as defined in the
Qualified Thrift Plan.
ARTICLE II
PARTICIPATION
An Eligible Employee shall become a Participant on the Enrollment Date
next following the filing with the Plan Administrator of an instrument in a
form prescribed by the Plan Administrator evidencing his acceptance of the
provisions of the Plan.
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<PAGE> 3
ARTICLE III
CONTRIBUTIONS
3.01 Participant Contributions. Each Participant who is an
Eligible Employee may elect for the Company to make contributions under the
Plan equal to 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% of the Participant's
Salary. Contributions made to the Plan on a Participant's behalf shall be
treated as a salary reduction and shall reduce the amount of current cash
compensation otherwise payable to such Participant.
3.02 Designation of Participant Contributions. Each Participant
shall designate the percentage of his Salary to be deferred as a contribution
under the Plan in the same instrument by which he evidences his acceptance of
the provisions of the Plan pursuant to Article II. Thereafter, a Participant
may, on a form prescribed by the Plan Administrator, change the percentage of
his Salary to be deferred as a contribution under the Plan.
3.03 Company Contributions. For each payroll period the Company
shall make a contribution to the Plan in respect of each Participant equal to
100% of the amount of that Participant's contribution made during such payroll
period pursuant to Section 3.01 which is not in excess of 5% of the
Participant's Salary for such payroll period.
3.04 Nature of Contributions. Any amounts contributed to the Plan
pursuant to this Article III shall be retained by the Company as a general
asset of the Company, and contributions shall be reflected on the books of the
Company solely for the purpose of computing Participants' benefits from the
Plan.
ARTICLE IV
ACCOUNTS
4.01 Maintenance of Accounts. The Plan Administrator shall
establish and maintain in the records of the Plan an Account for each
Participant reflecting each Participant's interest in the Plan
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<PAGE> 4
attributable to Participant Contributions and Company Contributions made on his
behalf, increased by earnings attributable thereto.
4.02 Valuation of Accounts. As of each Valuation Date, the Account
of each Participant shall be (a) credited with earnings for the period since
the next preceding Valuation Date as set forth in Section 4.03, and (b)
increased by Participant Contributions and Company Contributions to the Plan
with respect to such Participant relating to payroll periods since the next
preceding Valuation Date.
4.03 Earnings. During a Plan Year, Participants' Accounts shall be
credited with earnings at a rate equal to the net rate of interest earned by
assets in the Stable Value Fixed Income Fund established under the Qualified
Thrift Plan for the relevant period.
ARTICLE V
DISTRIBUTION OF BENEFITS
5.01 Distribution Upon Termination of Employment. (a) Upon
termination of a Participant's employment with the Company prior to the
completion of 5 years of Vesting Service other than by reason of a
Distributable Event (as such term is defined in the Qualified Thrift Plan), the
Participant shall be entitled to distribution of his entire Account balance,
minus the portion of such Account balance attributable to Company Contributions
made to such Account less than two years (twenty-four months) prior to such
termination of employment, payable to the Participant in a single lump sum
payment no later than 60 days after the first anniversary of the Participant's
termination of employment.
(b) Upon termination of a Participant's employment with the
Company after the completion of 5 years of Vesting Service or by reason of a
Distributable Event, subject to Paragraph (c) and Section 5.02 below, the
Participant shall be entitled to distribution of his entire Account balance,
payable to the Participant in a single lump sum payment no later than 60 days
after the first anniversary of the Participant's termination of employment.
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<PAGE> 5
(c) Upon termination of a Participant's employment with the
Company by reason of Physical Disability or Retirement, and where the amount
payable to the Participant is at least $10,000, the Participant shall be
entitled to a distribution of his entire Account balance, payable to the
Participant in either of the following ways, as irrevocably elected by the
Participant in accordance with rules established by the Plan Administrator:
(1) In a single lump sum payment representing the full
amount distributable to the Participant, payable on a
date elected by the Participant which is not later
than the end of the calendar year in which the
Participant attains age 75; or
(2) In substantially equal installments, payable
annually, over a period not extending beyond the end
of the calendar year in which the Participant attains
age 75. Each installment payment shall be equal to
that amount determined by multiplying the then
remaining balance in the Participant's Account as of
the Valuation Date used for purposes of calculating
the payment by a fraction having a numerator of one
and a denominator equal to the number of installments
remaining to be paid.
5.02 Distribution Upon Death. Upon the death of a Participant, the
total value of the Participant's Account as of the Valuation Date preceding the
date of death shall be distributed to the Participant's Beneficiary in a single
lump sum payment as soon as practicable after satisfactory proof of death shall
have been submitted to the Plan Administrator.
5.03 Hardship Distributions. Upon a showing of hardship by a
Participant, such Participant shall be entitled to a distribution of such
portion (or all) of his Account balance as shall be necessary to meet such
hardship. This Section 5.03 shall be administered in a manner consistent with
the hardship withdrawal provisions of the Qualified Thrift Plan. The Plan
Administrator's determination of a Participant's hardship hereunder shall be
final.
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<PAGE> 6
ARTICLE VI
PLAN ADMINISTRATION
6.01 Administration of Plan. The Company shall have the sole
responsibility for making salary reductions and contributions hereunder as
provided under ARTICLE III and shall have the sole authority to amend or
terminate, in whole or in part, this Plan at any time. The Plan Administrator
shall have the sole responsibility for the administration of the Plan.
The Company does not guarantee to any Participant in any manner the
effect under any tax law or Federal or state statute of the Participant's
participation in this Plan.
6.02 Claims Procedure. The Plan Administrator shall make all
determinations as to the right of any person to a benefit under this Plan. Any
denial by the Plan Administrator of a claim for benefits under the Plan by a
Participant shall be stated in writing by the Plan Administrator and shall set
forth the specific reasons for the denial. In addition, the Plan Administrator
shall afford a reasonable opportunity to any Participant whose claim for
benefits has been denied for a review of the decision denying the claim.
6.03 Powers and Duties of Plan Administrator. The Plan
Administrator shall have such duties and powers as may be necessary to
discharge its duties hereunder, including, but not by way of limitation, the
following:
(a) to construe and interpret the Plan, decide all
questions of eligibility and determine the amount,
manner and time of payment of any benefits hereunder;
(b) to prescribe procedures to be followed by
Participants in filing elections or revocations
thereof;
(c) to prepare and distribute, in such manner as the Plan
Administrator determines to be appropriate,
information explaining the Plan;
(d) to receive from the Company and from Participants
such information as shall be necessary for the proper
administration of the Plan;
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<PAGE> 7
(e) to furnish the Company, upon request, such reports
with respect to the administration of the Plan as are
reasonable and appropriate;
(f) to receive, review and keep on file (as it deems
convenient and proper) reports of benefit payments by
the Company and reports of disbursements for expenses
directed by the Plan Administrator;
(g) to appoint individuals to assist in the
administration of the Plan and any other agents it
deems advisable, including legal counsel; and
(h) to name as an Assistant Plan Administrator any
individual or individuals and to delegate such
authority and duties to such individual as the Plan
Administrator in its discretion deems advisable.
Each Assistant Plan Administrator, if any, named
pursuant to this paragraph shall have such authority
to act with respect to the administration of the Plan
as the Plan Administrator may prescribe. The
incumbency of any Assistant Plan Administrator may be
terminated by action of the Plan Administrator at any
time, with or without cause. Notwithstanding the
foregoing, in the absence of a formal designation of
any Assistant Plan Administrator by the Plan
Administrator, no provision of this paragraph shall
prevent the Plan Administrator from delegating
authority to employees or other agents of the Company
in executing the duties of administering the Plan.
The Plan Administrator shall have no power to add to, subtract from or
modify any of the terms of the Plan, or to change or add to any benefits
provided by the Plan, or to waive or fail to apply any requirements of
eligibility for a benefit under the Plan.
6.04 Rules and Decisions. The Plan Administrator may adopt such
rules as it deems necessary, desirable or appropriate. All rules and decisions
of the Plan Administrator shall be uniformly and consistently applied to all
Participants in similar circumstances. When making a determination or
calculation, the Plan Administrator shall be entitled to rely upon information
furnished by a Participant, the Company or the legal counsel of the Company.
6.05 Authorization of Benefit Payments. The Plan Administrator
shall issue directions to the Company concerning all benefits which are to be
paid from the Company's general assets pursuant to the provisions of the Plan.
6.06 Indemnification of Plan Administrator. The Plan Administrator
shall be indemnified by the Company against any and all liabilities arising by
reason of any act or failure to act made in good
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<PAGE> 8
faith pursuant to the provisions of the Plan, including expenses reasonably
incurred in the defense of any claim relating thereto.
ARTICLE VII
MISCELLANEOUS
7.01 No Right to Employment, etc. Neither the creation of this
Plan nor anything contained herein shall be construed as giving any Participant
hereunder or other employees of the Company or any subsidiary any right to
remain in the employ of the Company or any subsidiary.
7.02 Successors and Assigns. All rights and obligations of this
Plan shall inure to, and be binding upon the successors and assigns of the
Company.
7.03 Inalienability. Except so far as may be contrary to the laws
of any state having jurisdiction in the premises, a Participant or Beneficiary
shall have no right to assign, transfer, hypothecate, encumber, commute or
anticipate his interest in any payments under this Plan and such payments shall
not in any way be subject to any legal process to levy upon or attach the same
for payment of any claim against any Participant or Beneficiary.
7.04 Incompetency. If any Participant or Beneficiary is, in the
opinion of the Plan Administrator, legally incapable of giving a valid receipt
and discharge for any payment, the Plan Administrator may, at its option,
direct that such payment or any part thereof be made to such person or persons
who in the opinion of the Plan Administrator are caring for and supporting such
Participant or Beneficiary, unless it has received due notice of claim from a
duly appointed guardian or conservator of the estate of the Participant or
Beneficiary. A payment so made will be a complete discharge of the obligations
under this Plan to the extent of and as to that payment, and neither the Plan
Administrator nor the Company will have any obligation regarding the
application of the payment.
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<PAGE> 9
7.05 Controlling Law. To the extent not preempted by the laws of
the United States of America, the laws of the State of Illinois shall be the
controlling state law in all matters relating to this Plan.
7.06 Severability. If any provisions of this Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of this Plan, but this Plan shall be construed and
enforced as if the illegal and invalid provisions never had been included
herein.
7.07 Limitations on Provisions. The provisions of this Plan and
any benefits hereunder shall be limited as described herein. Any benefit
payable under the Qualified Thrift Plan shall be paid solely in accordance with
the terms and provisions of the Qualified Thrift Plan, as appropriate, and
nothing in this Plan shall operate or be construed in any way to modify, amend,
or affect the terms and provisions of the Qualified Thrift Plan.
7.08 Gender and Number. Whenever the context requires or permits,
the gender and number of words shall be interchangeable.
ARTICLE VIII
AMENDMENT AND TERMINATION
8.01 Amendment to Conform with Law. The Plan may be amended to
take effect retroactively or otherwise, as deemed necessary or advisable for
the purpose of conforming the Plan to any present or future law relating to
plans of this or a similar nature, and to the administrative regulations and
rulings promulgated thereunder.
8.02 Other Amendments and Termination. The Plan may be amended at
any time, without the consent of any Participant or Beneficiary.
Notwithstanding the foregoing, the Plan shall not be amended or terminated so
as to reduce or cancel the benefits which have accrued to a Participant or
Beneficiary prior to the later of the date of adoption of the amendment or
termination or the effective date
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<PAGE> 10
thereof, and in the event of such amendment or termination, any such accrued
benefit hereunder shall not be reduced or canceled.
8.03 Effect of Change in Control.
(a) In the event of a Change in Control (as defined
below), all benefits accrued as of the date of such Change in Control hereunder
shall become fully (i.e., 100%) and irrevocably vested, and shall become
distributable to Participants (and Beneficiaries) at such time and in such
manner provided herein pursuant to the provisions of the Plan as in effect on
the day immediately preceding the date of such Change in Control. The Plan
Administrator shall, in its sole discretion, determine whether assets equal in
value to the aggregate of all accrued benefits under the Plan as of the date of
such Change in Control shall be deposited by the Company with a bank trustee
pursuant to one or more "rabbi trusts."
(b) For purposes of this Section 8.03, a "Change in
Control" shall be deemed to have occurred if:
(i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the
"Exchange Act")), other than (A) the Company
or any of its subsidiaries, (B) a trustee or
other fiduciary holding securities under an
employee benefit plan of the Company or any
of its subsidiaries, (C) an underwriter
temporarily holding securities pursuant to an
offering of such securities, or (D) a
corporation owned, directly or indirectly, by
the stockholders of the Company in
substantially the same proportions as their
ownership of stock of the Company, is or
becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company
(not including in the securities beneficially
owned by such persons any securities acquired
directly from the Company or its affiliates)
representing 40% or more of the combined
voting power of the Company's then
outstanding securities;
(ii) during any period of two consecutive years
(not including any period prior to November
22, 1989), individuals who at the beginning
of such period constitute the Board of
Directors of the Company and any new director
(other than a director designated by a person
who has entered into an agreement with the
Company to effect a transaction described in
clauses (i), (iii) or (iv) of this paragraph
(b)), whose election by the Board or
nomination for election by the Company's
stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then
still
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<PAGE> 11
in office who either were directors at the
beginning of the period or whose election or
nomination for election was previously so
approved, cease for any reason to constitute
a majority thereof;
(iii) the stockholders of the Company approve a
merger or consolidation of the Company with
any other corporation, other than a merger or
consolidation which would result in the
voting securities of the Company outstanding
immediately prior thereto continuing to
represent (either by remaining outstanding or
by being converted into voting securities of
the surviving entity) in combination with the
ownership of any trustee or other fiduciary
holding securities under an employee benefit
plan of the Company, at least 80% of the
combined voting power of the voting
securities of the Company or such surviving
entity outstanding immediately after such
merger or consolidation, or a merger or
consolidation effected to implement a
recapitalization of the Company (or similar
transaction) in which no person acquires
more than 50% of the combined voting power of
the Company's then outstanding securities; or
(iv) the stockholders of the Company approve a
plan of complete liquidation of the Company
or an agreement for the sale or disposition
by the Company of all or substantially all of
the Company's assets.
(c) The provisions of this Section 8.03 may not be
amended after the date of a Change in Control without the written consent of a
majority in both number and interest of the Participants in this Plan, other
than those Participants who are both (i) not employed by the Company or a
subsidiary as of the date of the Change in Control and (ii) not receiving nor
could have commenced receiving benefits under the Plan as of the date of the
Change in Control, both immediately prior to the Change in Control and at the
date of such amendment.
8.04 Manner and Form of Amendment or Termination. Any amendment or
termination of this Plan shall be made by action of the Board of Directors of
the Company; provided, however, that the Vice President-Human Resources of the
Company and the Treasurer of the Company are authorized, by written action
signed by both such individuals, to adopt and place in effect such amendments
to the Plan and any related documents as they jointly deem necessary or
advisable:
(a) to maintain the Plan and any related documents in compliance
with applicable law;
(b) to relieve administrative burdens with respect to those
documents; or
- 11 -
<PAGE> 12
(c) to provide for other changes in the best interests of Plan
Participants and Beneficiaries without the necessity for further action by the
Board of Directors of the Company or subsequent ratification; provided,
however, that any action or amendment that would have the effect of:
(i) terminating the Plan;
(ii) materially changing the benefits under the
Plan; or
(iii) increasing anticipated costs associated with
the Plan by more than $5 million, except for
changes to comply with applicable law;
may not be made without approval or ratification by the Board of Directors of
the Company.
8.05 Notice of Amendment or Termination. The Plan
Administrator shall notify Participants or Beneficiaries who are affected by
any amendment or termination of this Plan within a reasonable time thereof.
- 12 -
<PAGE> 1
Exhibit 10.E
INLAND 1992 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(as Amended through May 24, 1995)
1. PURPOSE.
The purpose of the Inland 1992 Stock Plan for Non-Employee Directors
(the "Plan") is to attract and retain outstanding individuals as directors of
Inland Steel Industries, Inc. (the "Company") and to provide such directors
with an opportunity to increase their ownership interest in the Company through
the payment of a portion of their directors' fees in shares of common stock of
the Company.
2. PARTICIPANTS.
Participants in the Plan shall consist of directors of the Company
who are not employees of the Company or any of its subsidiaries.
3. SHARES RESERVED UNDER THE PLAN.
The maximum number of shares of common stock, $1.00 par value per
share, of the Company that may be issued under the Plan shall not exceed
50,000. Such number, however, may be appropriately adjusted by the Committee
(hereinafter referred to) in the event of stock dividends, stock splits,
spinoffs or other distributions of assets (other than normal cash dividends),
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in corporate structure or capitalization.
Shares of common stock of the Company to be issued under the Plan may be
authorized and unissued shares of common stock, treasury common stock, or any
combination thereof.
4. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company. The Committee shall
have authority to interpret the Plan, to establish, amend and rescind rules and
regulations for the administration of the Plan, and all such interpretations,
rules and regulations shall be conclusive and binding on all persons.
5. EFFECTIVE DATE OF PLAN.
The Plan shall be submitted to the stockholders of the Company for
approval at the annual meeting of stockholders to be held on April 22, 1992, or
any adjournment thereof, and, if approved by the stockholders, shall be deemed
to have become effective on the date of such approval.
6. PAYMENT OF SHARES.
For each calendar year beginning with the calendar year commencing
January 1, 1992, with respect to each participant who is elected a director at
the annual meeting of stockholders for such year and continues to be a director
as of July 1 of such year, twenty percent (20%) of the first $30,000 of his or
her annual retainer for services as a
<PAGE> 2
- 2 -
member of the Board of Directors of the Company plus any amount of annual
retainer in excess of $30,000 shall be paid in shares of common stock of the
Company. The number of such shares shall be determined on the basis of (a) the
average of the highest and lowest selling prices of such stock on the New York
Stock Exchange Composite Transactions on July 1 of such year, or if such stock
is not traded on that day, then on the next preceding day on which such stock
was traded, and (b) the annual retainer in effect as of such date, with any
fraction of a share to be rounded up to the next whole share. A certificate
for such shares shall be delivered to each such director as soon as practicable
after each July 1, unless such director has elected to defer the issuance of
such shares in accordance with such rules and procedures as the Board of
Directors of the Company may from time to time have established for such
deferrals.
7. RESTRICTION ON TRANSFER OF SHARES.
No shares received by a director under the Plan may be sold,
assigned, transferred or otherwise disposed of for at least six months after
receipt of such shares, except in the case of the death or disability of such
director prior to the expiration of such six-month period.
8. AMENDMENT AND TERMINATION OF THE PLAN.
The Plan may be amended by the Board of Directors of the Company in
any respect, provided that, without stockholder approval, no amendment shall
increase the maximum number of shares available for issuance under the Plan,
and provided, further, that the Plan may not be amended more than once every
six months except to comply with the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules and regulations thereunder. The
Plan may also be terminated at any time by the Board of Directors.
9. MISCELLANEOUS.
(a) No Right to Continue as Director. Nothing contained in this
Plan shall be deemed to confer upon any person any right to continue as a
director of or to be associated in any other way with the Company.
(b) Rights as Stockholder. No person shall have any rights as a
stockholder of the Company with respect to any payment of shares covered by the
Plan until the date of the issuance of a stock certificate to such person.
(c) Governing Law. The Plan shall be governed by and construed
under the law of the State of Illinois.
<PAGE> 1
EXHIBIT 11
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK (UNAUDITED)
<TABLE>
<CAPTION>
Dollars and Shares in Millions
(except per share data)
---------------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
----------------------- ---------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE OF COMMON STOCK
Shares of common stock
Average shares outstanding 47.2 42.4 45.9 41.8
Dilutive effect of stock options .1 .4 .1 .4
-------- --------- --------- -------
47.3 42.8 46.0 42.2
======== ========= ========= ========
Net income $ 57.9 $ 31.6 $ 101.9 $ 40.8
Dividends on preferred stock, net of tax benefit on dividends
applicable to leveraged Series E Preferred Stock held by
the ESOP 6.6 7.3 13.2 15.3
-------- -------- --------- --------
Net income applicable $ 51.3 $ 24.3 $ 88.7 $ 25.5
======== ======== ======== ========
Primary earnings per share of common stock $ 1.08 $ .57 $ 1.93 $ .60
======== ========= ======== ========
FULLY DILUTED EARNINGS PER SHARE OF COMMON STOCK
Shares of common stock
Average shares outstanding 47.2 42.4 45.9 41.8
Assumed conversion of Series A and leveraged
Series E Preferred Stock 3.1 3.0 3.1 3.0
Dilutive effect of stock options .2 .4 .2 .4
------- -------- ------- -------
50.5 45.8 49.2 45.2
======= ======== ======= =======
Net income $ 57.9 $ 31.6 $ 101.9 $ 40.8
Dividends on antidilutive preferred stock, net of tax benefit
on dividends applicable to leveraged Series E
Preferred Stock held by the ESOP 4.5 5.1 8.9 11.4
Additional ESOP funding required on conversion of leveraged
Series E Preferred Stock, net of tax benefit 1.9 2.2 3.8 3.9
-------- -------- -------- --------
Net income applicable $ 51.5 $ 24.3 $ 89.2 $ 25.5
======== ======== ======== ========
Fully diluted earnings per share of common stock $ 1.02 $ .53 $ 1.81 $ .56
======== ======== ======== ========
</TABLE>
NOTE: Series G Preferred Stock was converted to common stock as the result of
a redemption call in May 1994.
In the three-month and six-month periods ended June 30, 1995, the
assumed conversion of non-leveraged Series E Preferred Stock was
antidilutive. In the three-month and six-month periods ended June 30,
1994, the assumed conversions of Series A, non-leveraged Series E, and
Series G Preferred Stock were antidilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF OPERATIONS, THE CONSOLIDATED BALANCE SHEET, AND THE
SUMMARY OF STOCKHOLDERS' EQUITY CONTAINED IN THE QUARTERLY REPORT ON FORM 10-Q
TO WHICH THIS EXHIBIT IS ATTACHED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL SCHEDULES
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 139,400
<SECURITIES> 0
<RECEIVABLES> 572,500
<ALLOWANCES> 25,200
<INVENTORY> 483,100
<CURRENT-ASSETS> 1,240,200
<PP&E> 4,319,700
<DEPRECIATION> 2,730,400
<TOTAL-ASSETS> 3,436,600
<CURRENT-LIABILITIES> 560,300
<BONDS> 696,900
<COMMON> 50,600
185,000
3,200
<OTHER-SE> 649,300
<TOTAL-LIABILITY-AND-EQUITY> 3,436,600
<SALES> 2,530,100
<TOTAL-REVENUES> 2,531,200
<CGS> 2,326,200
<TOTAL-COSTS> 2,327,200
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,600
<INCOME-PRETAX> 166,200
<INCOME-TAX> 64,300
<INCOME-CONTINUING> 101,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 101,900
<EPS-PRIMARY> 1.93
<EPS-DILUTED> 1.81
</TABLE>
