As filed with the Securities and Exchange Commission on June 1, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INLAND STEEL INDUSTRIES, INC.
(Exact name of Issuer as specified in its charter)
Delaware 36-3425828
(State of Incorporation) (IRS Employer Identification No.)
30 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices) (Zip Code)
Inland 1995 Incentive Stock Plan
(Full title of the plan)
DAVID B. ANDERSON
Vice President-Corporate Development, General Counsel and Secretary
Inland Steel Industries, Inc.
30 West Monroe Street, Chicago, Illinois 60603
(Name and address of agent for service)
(312) 899-3917
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
____________________________________________________________________________
Common Stock
($1.00 par value)
(including
preferred stock
purchase rights).. 2,000,000 $27.25 $54,500,000 $18,793.13
Shares
____________________________________________________________________________
(1) Estimated solely for the purpose of determining the registration fee,
based on the average of the high and low sales prices on the New York
Stock Exchange Composite Tape on May 30, 1995.
___________________
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
related to this Registration Statement will also be used in connection with
certain offerings of securities of the Registrant registered under
Registration Statements on Form S-8, File No. 33-48770 and No. 33-22902 and
under Registration Statement on Form S-4, File No. 33-4046, to which
Post-Effective Amendment No. 1 thereto on Form S-8 relates.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There is incorporated herein by reference the Annual Report on Form
10-K of the Company for the year ended December 31, 1994 (SEC File No.
1-9117) and the Quarterly Report on Form 10-Q of the Company for the
quarter ended March 31, 1995, all as filed with the Commission pursuant to
the Exchange Act. The common stock registered hereunder is registered under
Section 12 of the Exchange Act, and the description of such securities is
contained in the Prospectus dated May 18, 1995 comprising a part of the
Company's Registration Statement of Form S-3 (File No. 33-59161), which is
also incorporated herein by reference. All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of common stock offered hereby has been
passed upon by David B. Anderson, Vice President - Corporate Development,
General Counsel and Secretary of the Company. As of May 15, 1995, Mr.
Anderson owned 9,661 shares of Company common stock (not including 1,553
vested shares of Company common stock and 1,491 vested shares of Series E
ESOP Convertible Preferred Stock allocated to his accounts in the Inland
Steel Industries Thrift Plan as of May 15, 1995) and held outstanding
options to acquire another 84,000 such shares, of which 58,000 were
exercisable on such date. Mr. Andersen also holds 4,000 shares and 2,400
shares of restricted stock, with vesting and delivery contingent on
continuous employment through March 31, 1996 and May 24, 1997,
respectively.
Item 6. Indemnification of Directors and Officers.
(a) The General Corporation Law of Delaware (Section 145) gives
Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which they are made
parties by reason of being or having been such directors or officers,
subject to specified conditions and exclusions; gives a director or officer
who successfully defends an action the right to be so indemnified; and
authorizes the Company to buy directors' and officers' liability insurance.
Such indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any by-laws, agreement, vote of
stockholders or otherwise.
(b) Article Thirteen of the Certificate of Incorporation of the
Company permits, and Article VI of the By-Laws of the Company provides for,
indemnification of directors, officers, employees and agents to the full
extent permitted by law.
(c) The Company maintains directors' and officers' liability
insurance coverage for its directors and officers and those of its
subsidiaries and for certain other executive employees. This coverage
insures such persons against certain losses that may be incurred by them in
their respective capacities as directors, officers or employees, with
respect to which they may or may not be indemnified under the provisions of
the Certificate of Incorporation or By-Laws of the Company or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits included herewith which is incorporated herein
by reference.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)
(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a) (i) and (a) (ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions set
forth or described in Item 6 (except as set forth in paragraph (c))
of this Registration Statement, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding, or claims to the extent
covered by contracts of insurance) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago and State of Illinois, on
the 30th day of May, 1995.
INLAND STEEL INDUSTRIES, INC.
By Robert J. Darnall
Robert J. Darnall
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
Robert J. Darnall Chairman, President and Chief May 30, 1995
Robert J. Darnall Executive Officer and
Director
Earl L. Mason Senior Vice President May 30, 1995
Earl L. Mason and Chief Financial Officer
(Principal Financial Officer)
James M. Hemphill Controller May 30, 1995
James M. Hemphill (Principal Accounting Officer)
A. Robert Abboud Director
James W. Cozad Director
James A. Henderson Director
Robert B. McKersie Director
Maurice S. Nelson, Jr. Director By David B. Anderson
Donald S. Perkins Director David B. Anderson
Attorney-in-fact
Joshua I. Smith Director
May 30, 1995
Nancy H. Teeters Director
Arnold R. Weber Director
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description Number
_______ ___________ __________
4.1 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.)
4.2 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.)
4.3 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.)
4.4 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 year ended December 31, 1987,
and incorporated by reference herein.)
4.5 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.)
4.6 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.)
4.7 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.)
4.8 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.)
4.9 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-First 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) Exhibit 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(1), 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.
4.10 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.)
5.1 Opinion of David B. Anderson, Vice
President-Corporate Development, General Counsel
and Secretary of the Company....................
23.1 The consent of David B. Anderson is contained in --
his opinion filed as Exhibit 5.1
23.2 Consent of Price Waterhouse LLP.................
24.1 Powers of attorney..............................
May 30, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Inland Steel Industries, Inc.
Registration Statement on Form S-8
_____________________________________
Ladies and Gentlemen:
As Vice President-Corporate Development, General Counsel and
Secretary of Inland Steel Industries, Inc., a Delaware
corporation, (the "Company"), I am familiar with the corporate
proceedings taken and to be taken in connection with the
registration under the Securities Act of 1933, as amended, of
2,000,000 additional shares (the "Shares") of Common Stock, $1.00
par value per share, of the Company issuable pursuant to the
Inland 1995 Incentive Stock Plan (the "Plan").
As such Counsel, I have examined and am familiar with the
Certificate of Incorporation, as amended, and the By-laws, as
amended, of the Company and with the corporate proceedings of the
Company taken with respect to the authorization of the issuance
of the Shares. I have also examined such other documents as I
have deemed necessary for the purpose of this opinion.
On the basis of the foregoing, I am of the opinion that:
(1) The Company is a duly organized and validly
existing corporation under the laws of the State of
Delaware; and
(2) The issuance of the Shares has been duly
authorized and the Shares, when issued as contemplated in the
Plan, will be duly and validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement being filed in connection with the
above-mentioned registration.
Very truly yours,
David B. Anderson
Vice President-Corporate
Development, General Counsel
and Secretary
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 20,
1995, which appears on page 34 of the 1994 Annual Report to
Shareholders of Inland Steel Industries, Inc. and Subsidiary
Companies, which is incorporated by reference in the Inland Steel
Industries, Inc. Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which
appears on page 27 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
May 30, 1995
INLAND STEEL INDUSTRIES, INC.
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as
a director and (or) officer of Inland Steel Industries, Inc., a
Delaware corporation (the "Corporation"), hereby nominate,
constitute and appoint Robert J. Darnall, David B. Anderson, Earl
L. Mason and Charles B. Salowitz, or any one or more of them, my
true and lawful attorneys-in-fact and agents to do any and all
acts and things and execute any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary
or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of not to exceed
2,500,000 shares of Common Stock, $1.00 par value per share, of
the Corporation covered by the Inland 1995 Incentive Stock Plan
(the "Plan"), including specifically, without limitation thereof,
full power and authority to sign my name as a director and (or)
officer of the Corporation to a registration statement on Form
S-8, or such other form for the registration of securities as the
Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without
limitation, post-effective amendments) or supplements to said
registration statement or statements and to the prospectus or
prospectuses relating thereto, and to certify on my behalf that,
to the best of my knowledge and belief, the Corporation meets all
of the requirements for filing on Form S-8; hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of May, 1995.
/s/ Robert J. Darnall
INLAND STEEL INDUSTRIES, INC.
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as
a director and (or) officer of Inland Steel Industries, Inc., a
Delaware corporation (the "Corporation"), hereby nominate,
constitute and appoint Robert J. Darnall, David B. Anderson, Earl
L. Mason and Charles B. Salowitz, or any one or more of them, my
true and lawful attorneys-in-fact and agents to do any and all
acts and things and execute any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary
or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of not to exceed
2,500,000 shares of Common Stock, $1.00 par value per share, of
the Corporation covered by the Inland 1995 Incentive Stock Plan
(the "Plan"), including specifically, without limitation thereof,
full power and authority to sign my name as a director and (or)
officer of the Corporation to a registration statement on Form
S-8, or such other form for the registration of securities as the
Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without
limitation, post-effective amendments) or supplements to said
registration statement or statements and to the prospectus or
prospectuses relating thereto, and to certify on my behalf that,
to the best of my knowledge and belief, the Corporation meets all
of the requirements for filing on Form S-8; hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th
day of May, 1995.
/s/ A. Robert Abboud
INLAND STEEL INDUSTRIES, INC.
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as
a director and (or) officer of Inland Steel Industries, Inc., a
Delaware corporation (the "Corporation"), hereby nominate,
constitute and appoint Robert J. Darnall, David B. Anderson, Earl
L. Mason and Charles B. Salowitz, or any one or more of them, my
true and lawful attorneys-in-fact and agents to do any and all
acts and things and execute any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary
or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of not to exceed
2,500,000 shares of Common Stock, $1.00 par value per share, of
the Corporation covered by the Inland 1995 Incentive Stock Plan
(the "Plan"), including specifically, without limitation thereof,
full power and authority to sign my name as a director and (or)
officer of the Corporation to a registration statement on Form
S-8, or such other form for the registration of securities as the
Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without
limitation, post-effective amendments) or supplements to said
registration statement or statements and to the prospectus or
prospectuses relating thereto, and to certify on my behalf that,
to the best of my knowledge and belief, the Corporation meets all
of the requirements for filing on Form S-8; hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th
day of May, 1995.
/s/ James W. Cozad
INLAND STEEL INDUSTRIES, INC.
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as
a director and (or) officer of Inland Steel Industries, Inc., a
Delaware corporation (the "Corporation"), hereby nominate,
constitute and appoint Robert J. Darnall, David B. Anderson, Earl
L. Mason and Charles B. Salowitz, or any one or more of them, my
true and lawful attorneys-in-fact and agents to do any and all
acts and things and execute any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary
or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of not to exceed
2,500,000 shares of Common Stock, $1.00 par value per share, of
the Corporation covered by the Inland 1995 Incentive Stock Plan
(the "Plan"), including specifically, without limitation thereof,
full power and authority to sign my name as a director and (or)
officer of the Corporation to a registration statement on Form
S-8, or such other form for the registration of securities as the
Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without
limitation, post-effective amendments) or supplements to said
registration statement or statements and to the prospectus or
prospectuses relating thereto, and to certify on my behalf that,
to the best of my knowledge and belief, the Corporation meets all
of the requirements for filing on Form S-8; hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of May, 1995.
/s/ James A. Henderson
INLAND STEEL INDUSTRIES, INC.
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as
a director and (or) officer of Inland Steel Industries, Inc., a
Delaware corporation (the "Corporation"), hereby nominate,
constitute and appoint Robert J. Darnall, David B. Anderson, Earl
L. Mason and Charles B. Salowitz, or any one or more of them, my
true and lawful attorneys-in-fact and agents to do any and all
acts and things and execute any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary
or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of not to exceed
2,500,000 shares of Common Stock, $1.00 par value per share, of
the Corporation covered by the Inland 1995 Incentive Stock Plan
(the "Plan"), including specifically, without limitation thereof,
full power and authority to sign my name as a director and (or)
officer of the Corporation to a registration statement on Form
S-8, or such other form for the registration of securities as the
Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without
limitation, post-effective amendments) or supplements to said
registration statement or statements and to the prospectus or
prospectuses relating thereto, and to certify on my behalf that,
to the best of my knowledge and belief, the Corporation meets all
of the requirements for filing on Form S-8; hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th
day of May, 1995.
/s/ Robert B. McKersie
INLAND STEEL INDUSTRIES, INC.
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as
a director and (or) officer of Inland Steel Industries, Inc., a
Delaware corporation (the "Corporation"), hereby nominate,
constitute and appoint Robert J. Darnall, David B. Anderson, Earl
L. Mason and Charles B. Salowitz, or any one or more of them, my
true and lawful attorneys-in-fact and agents to do any and all
acts and things and execute any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary
or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of not to exceed
2,500,000 shares of Common Stock, $1.00 par value per share, of
the Corporation covered by the Inland 1995 Incentive Stock Plan
(the "Plan"), including specifically, without limitation thereof,
full power and authority to sign my name as a director and (or)
officer of the Corporation to a registration statement on Form
S-8, or such other form for the registration of securities as the
Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without
limitation, post-effective amendments) or supplements to said
registration statement or statements and to the prospectus or
prospectuses relating thereto, and to certify on my behalf that,
to the best of my knowledge and belief, the Corporation meets all
of the requirements for filing on Form S-8; hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of May, 1995.
/s/ Maurice S. Nelson, Jr.
INLAND STEEL INDUSTRIES, INC.
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as
a director and (or) officer of Inland Steel Industries, Inc., a
Delaware corporation (the "Corporation"), hereby nominate,
constitute and appoint Robert J. Darnall, David B. Anderson, Earl
L. Mason and Charles B. Salowitz, or any one or more of them, my
true and lawful attorneys-in-fact and agents to do any and all
acts and things and execute any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary
or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of not to exceed
2,500,000 shares of Common Stock, $1.00 par value per share, of
the Corporation covered by the Inland 1995 Incentive Stock Plan
(the "Plan"), including specifically, without limitation thereof,
full power and authority to sign my name as a director and (or)
officer of the Corporation to a registration statement on Form
S-8, or such other form for the registration of securities as the
Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without
limitation, post-effective amendments) or supplements to said
registration statement or statements and to the prospectus or
prospectuses relating thereto, and to certify on my behalf that,
to the best of my knowledge and belief, the Corporation meets all
of the requirements for filing on Form S-8; hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th
day of May, 1995.
/s/ Donald S. Perkins
INLAND STEEL INDUSTRIES, INC.
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as
a director and (or) officer of Inland Steel Industries, Inc., a
Delaware corporation (the "Corporation"), hereby nominate,
constitute and appoint Robert J. Darnall, David B. Anderson, Earl
L. Mason and Charles B. Salowitz, or any one or more of them, my
true and lawful attorneys-in-fact and agents to do any and all
acts and things and execute any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary
or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of not to exceed
2,500,000 shares of Common Stock, $1.00 par value per share, of
the Corporation covered by the Inland 1995 Incentive Stock Plan
(the "Plan"), including specifically, without limitation thereof,
full power and authority to sign my name as a director and (or)
officer of the Corporation to a registration statement on Form
S-8, or such other form for the registration of securities as the
Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without
limitation, post-effective amendments) or supplements to said
registration statement or statements and to the prospectus or
prospectuses relating thereto, and to certify on my behalf that,
to the best of my knowledge and belief, the Corporation meets all
of the requirements for filing on Form S-8; hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th
day of May, 1995.
/s/ Joshua I. Smith
INLAND STEEL INDUSTRIES, INC.
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as
a director and (or) officer of Inland Steel Industries, Inc., a
Delaware corporation (the "Corporation"), hereby nominate,
constitute and appoint Robert J. Darnall, David B. Anderson, Earl
L. Mason and Charles B. Salowitz, or any one or more of them, my
true and lawful attorneys-in-fact and agents to do any and all
acts and things and execute any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary
or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of not to exceed
2,500,000 shares of Common Stock, $1.00 par value per share, of
the Corporation covered by the Inland 1995 Incentive Stock Plan
(the "Plan"), including specifically, without limitation thereof,
full power and authority to sign my name as a director and (or)
officer of the Corporation to a registration statement on Form
S-8, or such other form for the registration of securities as the
Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without
limitation, post-effective amendments) or supplements to said
registration statement or statements and to the prospectus or
prospectuses relating thereto, and to certify on my behalf that,
to the best of my knowledge and belief, the Corporation meets all
of the requirements for filing on Form S-8; hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th
day of May, 1995.
/s/ Nancy H. Teeters
INLAND STEEL INDUSTRIES, INC.
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as
a director and (or) officer of Inland Steel Industries, Inc., a
Delaware corporation (the "Corporation"), hereby nominate,
constitute and appoint Robert J. Darnall, David B. Anderson, Earl
L. Mason and Charles B. Salowitz, or any one or more of them, my
true and lawful attorneys-in-fact and agents to do any and all
acts and things and execute any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary
or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of not to exceed
2,500,000 shares of Common Stock, $1.00 par value per share, of
the Corporation covered by the Inland 1995 Incentive Stock Plan
(the "Plan"), including specifically, without limitation thereof,
full power and authority to sign my name as a director and (or)
officer of the Corporation to a registration statement on Form
S-8, or such other form for the registration of securities as the
Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without
limitation, post-effective amendments) or supplements to said
registration statement or statements and to the prospectus or
prospectuses relating thereto, and to certify on my behalf that,
to the best of my knowledge and belief, the Corporation meets all
of the requirements for filing on Form S-8; hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 11th
day of May, 1995.
/s/ Arnold R. Weber
