As filed with the Securities and Exchange Commission on July 17, 1996
Registration No. 333-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
NIPSCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA
(State or other jurisdiction of incorporation or organization)
35-1719974
(I.R.S. Employer Identification No.)
5265 Hohman Avenue
Hammond, Indiana 46320
(Address of principal executive offices) (Zip Code)
NIPSCO INDUSTRIES, INC.
1994 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Jerry M. Springer Richard M. Schumacher, Esq.
NIPSCO Industries, Inc. NIPSCO Industries, Inc.
5265 Hohman Avenue 5265 Hohman Avenue
Hammond, Indiana 46320 Hammond, Indiana 46320
(Name and address, of agents for service)
219-853-5353 219-647-6239
(Telephone number, including area code, of agents of service)
CALCULATION OF REGISTRATION FEE
===========================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of Securities Amount to be price offering registration
to be Registered registered per unit price fee
- ------------------- ------------ -------- ------------ ------------
Common Shares
without par value
(including associated
preferred share 2,500,000
purchase rights) shares $38-7/8* $97,187,500* $33,513
===========================================================================
* Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
based on the average of the high and low prices for the Common Shares of
the registrant on July 11, 1996, as reported in the consolidated
reporting system.
===========================================================================
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 and;
(c) The description of the registrant's Common Shares contained
in the registrant's Registration Statement on Form 8-B
dated November 25, 1987.
All documents filed by the registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this registration statement 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 in this registration statement and to be part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the registrant provide for indemnification by the
registrant of each of its directors and officers to the fullest extent
permitted by law for liability of such director or officer arising by reason
of his or her status as a director or officer of the registrant or its
subsidiaries. Under the registrant's By-Laws as well as the Indiana Business
Corporation Law (the "Indiana BCL"), the registrant is required to indemnify
its directors and officers against expenses, judgments, decrees, fines,
penalties and settlements actually and reasonably incurred by such person in
connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which such person is a party by reason of
his or her connection with the registrant, provided that such person acted in
good faith and in a manner he or she reasonably believed to be in the best
interest of the registrant, or, with respect to a criminal proceeding, has no
reasonable cause to believe that his or her conduct was unlawful.
The By-Laws of the registrant provide that, except where a director or
officer is substantially and finally successful on the merits, the registrant
may not indemnify a director or officer (unless ordered by a court) until
after a determination has been made that indemnification of the director or
officer is permissible because he or she met the applicable standards of
conduct. The registrant also may not advance expenses prior to the
disposition of an action, suit or proceeding until: (a) the director or
officer provides the registrant with a written affirmation of his or her good
faith belief that he or she has met the applicable standards of conduct and an
undertaking to repay the advance if it is ultimately determined that he or she
did not meet the applicable standards of conduct, and (b) a determination has
been made, that, based on the facts then known to those making the
determination, the director or officer met the applicable standards of
conduct. The determination that a director or officer has met the applicable
standards of conduct may be made by a majority vote of a quorum consisting of
disinterested directors, a majority vote of a committee designated by the
board of directors consisting of two or more disinterested directors (only if
a quorum of the board cannot be obtained), special legal counsel or a majority
vote of disinterested shareholders.
As authorized under the registrant's By-Laws and the Indiana BCL, the
registrant and its subsidiaries have insurance which insures directors and
officers for acts committed as such directors or officers which are determined
not to be indemnifiable under the registrant's indemnity provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit 5 Opinion Re Legality of Schiff Hardin & Waite
Exhibit 10 1994 Long-Term Incentive Plan
Exhibit 23.1 Consent of Arthur Andersen LLP
Exhibit 23.2 Consent of Schiff Hardin & Waite
Exhibit 24.1 through 24.8 Powers of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of 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; and
(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)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 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) 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 Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the registrant 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 Town of Merrillville, and State of Indiana,
on July 17, 1996.
NIPSCO INDUSTRIES, INC.
By: /s/GARY L. NEALE
---------------------------
Gary L. Neale, Chairman and
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
======================== ======================= =============
/s/GARY L. NEALE Chairman, President,
- ------------------------ Principal Executive Officer
Gary L. Neale and Director
/s/STEPHEN P. ADIK Executive Vice President and
- ------------------------ Principal Financial Officer
Stephen P. Adik
/s/JERRY M. SPRINGER Controller, and Principal
- ------------------------ Accounting Officer
Jerry M. Springer
*STEVEN C. BEERING Director
- ------------------------
Steven C. Beering
*ARTHUR J. DECIO Director July 17, 1996
- ------------------------
Arthur J. Decio
*ERNESTINE M. RACLIN Director
- ------------------------
Ernestine M. Raclin
*DENIS E. RIBORDY Director
- ------------------------
Denis E. Ribordy
*IAN M. ROLLAND Director
- ------------------------
Ian M. Rolland
*EDMUND A. SCHROER Director
- ------------------------
Edmund A. Schroer
*JOHN W. THOMPSON Director
- ------------------------
John W. Thompson
*ROBERT J. WELSH Director
- ------------------------
Robert J. Welsh
*By: /s/JERRY M. SPRINGER
- -----------------------------------
Jerry M. Springer, Attorney in Fact
<PAGE)
NIPSCO INDUSTRIES, INC.
1994 LONG-TERM INCENTIVE PLAN
EXHIBIT INDEX
Exhibit
Index No.
==========
5 Opinion Re Legality of Schiff Hardin & Waite
10 1994 Long-Term Incentive Plan (incorporated by reference to Exhibit
10.7 to the NIPSCO Industries, Inc. Annual Report Form 10-K for the
year ended December 31, 1994)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Schiff Hardin & Waite (included in its opinion filed as
Exhibit 5)
24.1
through
24.8 Powers of Attorney
Exhibit 5
OPINION RE LEGALITY
July 15, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: NIPSCO Industries, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel for NIPSCO Industries, Inc., an Indiana
corporation (the "Company"), in connection with its filing of a
Registration Statement on Form S-8 covering 2,500,000 common shares,
without par value, of the Company (including associated Preferred Share
Purchase Rights) (the "Shares"), issuable pursuant to the NIPSCO
Industries, Inc. 1994 Long-Term Incentive Plan (the "Plan").
In this connection, we have examined such documents and have made
such factual and legal investigations as we have deemed necessary or
appropriate to enable us to express the opinion set forth below.
Based on the foregoing, it is our opinion that the Shares, when
issued pursuant to awards made in accordance with the Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: (s) ROBERT J. MINKUS
------------------------
Robert J. Minkus
Exhibit 23.1
CONSENT
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January 26,
1996, included or incorporated by reference in NIPSCO Industries, Inc.'s
annual report on Form 10-K for the year ended December 31, 1995, and our
report dated April 26, 1996, included in NIPSCO Industries, Inc.'s quarterly
report on Form 10-Q for the quarter ended March 31, 1996, and to all
references made to our Firm in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois,
July 15, 1996.
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, STEVEN C. BEERING, of the City of
West Lafayette and State of Indiana, do hereby constitute and appoint JERRY M.
SPRINGER or ARTHUR A. PAQUIN, of the Town of Merrillville and State of
Indiana, my true and lawful attorney for me and in my name to sign my name as
Director of NIPSCO Industries, Inc., an Indiana corporation, to the
Registration Statement and any amendment or amendments thereto, covering and
describing the offer and sale of not to exceed 2,500,000 common shares without
par value pursuant to the terms of the Company's 1994 Long-Term Incentive
Plan, and to deliver said Registration Statement and all amendments thereto so
signed for filing with the Securities and Exchange Commission at Washington,
D.C.
And I do hereby ratify and confirm all that my said agent and attorney
shall lawfully do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the Town of
Merrillville, State of Indiana, on the 26th day of June, 1996.
/s/ STEVEN C. BEERING
-------------------------------- SEAL)
Steven C. Beering
STATE OF INDIANA )
) SS:
COUNTY OF LAKE )
Before me, Penny L. Kljajic, a notary public in and for the aforesaid
County and State, personally appeared this day Steven C. Beering to me known,
and known to me to be the same person whose name is signed to the foregoing
instrument, and he acknowledged that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
WITNESS my hand and notarial seal this 26th day of June, 1996.
/s/ PENNY L. KLJAJIC
-------------------------------- (SEAL)
Penny L. Kljajic, Notary Public
My Commission expires:
November 21, 1997
Resident of Porter County.
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, ARTHUR J. DECIO, of the City of
Elkhart and State of Indiana, do hereby constitute and appoint JERRY M.
SPRINGER or ARTHUR A. PAQUIN, of the Town of Merrillville and State of
Indiana, my true and lawful attorney for me and in my name to sign my name as
Director of NIPSCO Industries, Inc., an Indiana corporation, to the
Registration Statement and any amendment or amendments thereto, covering and
describing the offer and sale of not to exceed 2,500,000 common shares without
par value pursuant to the terms of the Company's 1994 Long-Term Incentive
Plan, and to deliver said Registration Statement and all amendments thereto so
signed for filing with the Securities and Exchange Commission at Washington,
D.C.
And I do hereby ratify and confirm all that my said agent and attorney
shall lawfully do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the Town of
Merrillville, State of Indiana, on the 26th day of June, 1996.
/s/ ARTHUR J. DECIO
-------------------------------- (SEAL)
Arthur J. Decio
STATE OF INDIANA )
) SS:
COUNTY OF LAKE )
Before me, Penny L. Kljajic, a notary public in and for the aforesaid
County and State, personally appeared this day Arthur J. Decio to me known,
and known to me to be the same person whose name is signed to the foregoing
instrument, and he acknowledged that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
WITNESS my hand and notarial seal this 26th day of June, 1996.
/s/ PENNY L. KLJAJIC
-------------------------------- (SEAL)
Penny L. Kljajic, Notary Public
My Commission expires:
November 21, 1997
Resident of Porter County.
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, ERNESTINE M. RACLIN, of the City of
South Bend and State of Indiana, do hereby constitute and appoint JERRY M.
SPRINGER or ARTHUR A. PAQUIN, of the Town of Merrillville and State of
Indiana, my true and lawful attorney for me and in my name to sign my name as
Director of NIPSCO Industries, Inc., an Indiana corporation, to the
Registration Statement and any amendment or amendments thereto, covering and
describing the offer and sale of not to exceed 2,500,000 common shares without
par value pursuant to the terms of the Company's 1994 Long-Term Incentive
Plan, and to deliver said Registration Statement and all amendments thereto so
signed for filing with the Securities and Exchange Commission at Washington,
D.C.
And I do hereby ratify and confirm all that my said agent and attorney
shall lawfully do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the Town of
Merrillville, State of Indiana, on the 26th day of June, 1996.
/s/ ERNESTINE M. RACLIN
------------------------------ (SEAL)
Ernestine M. Raclin
STATE OF INDIANA )
) SS:
COUNTY OF LAKE )
Before me, Penny L. Kljajic, a notary public in and for the aforesaid
County and State, personally appeared this day Ernestine M. Raclin to me
known, and known to me to be the same person whose name is signed to the
foregoing instrument, and he acknowledged that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.
WITNESS my hand and notarial seal this 26th day of June, 1996.
/s/ PENNY L. KLJAJIC
-------------------------------- (SEAL)
Penny L. Kljajic, Notary Public
My Commission expires:
November 21, 1997
Resident of Porter County.
Exhibit 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, DENIS E. RIBORDY, of the Town of
Ogden Dunes and State of Indiana, do hereby constitute and appoint JERRY M.
SPRINGER or ARTHUR A. PAQUIN, of the Town of Merrillville and State of
Indiana, my true and lawful attorney for me and in my name to sign my name as
Director of NIPSCO Industries, Inc., an Indiana corporation, to the
Registration Statement and any amendment or amendments thereto, covering and
describing the offer and sale of not to exceed 2,500,000 common shares without
par value pursuant to the terms of the Company's 1994 Long-Term Incentive
Plan, and to deliver said Registration Statement and all amendments thereto so
signed for filing with the Securities and Exchange Commission at Washington,
D.C.
And I do hereby ratify and confirm all that my said agent and attorney
shall lawfully do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the Town of
Merrillville, State of Indiana, on the 26th day of June, 1996.
/s/ DENIS E. RIBORDY
-------------------------------- (SEAL)
Denis E. Ribordy
STATE OF INDIANA )
) SS:
COUNTY OF LAKE )
Before me, Penny L. Kljajic, a notary public in and for the aforesaid
County and State, personally appeared this day Denis E. Ribordy to me known,
and known to me to be the same person whose name is signed to the foregoing
instrument, and he acknowledged that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
WITNESS my hand and notarial seal this 26th day of June, 1996.
/s/ PENNY L. KLJAJIC
-------------------------------- (SEAL)
Penny L. Kljajic, Notary Public
My Commission expires:
November 21, 1997
Resident of Porter County.
Exhibit 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, IAN M. ROLLAND, of the City of Fort
Wayne and State of Indiana, do hereby constitute and appoint JERRY M. SPRINGER
or ARTHUR A. PAQUIN, of the Town of Merrillville and State of Indiana, my true
and lawful attorney for me and in my name to sign my name as Director of
NIPSCO Industries, Inc., an Indiana corporation, to the Registration Statement
and any amendment or amendments thereto, covering and describing the offer and
sale of not to exceed 2,500,000 common shares without par value pursuant to
the terms of the Company's 1994 Long-Term Incentive Plan, and to deliver said
Registration Statement and all amendments thereto so signed for filing with
the Securities and Exchange Commission at Washington, D.C.
And I do hereby ratify and confirm all that my said agent and attorney
shall lawfully do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the Town of
Merrillville, State of Indiana, on the 26th day of June, 1996.
/s/ IAN M. ROLLAND
-------------------------------- (SEAL)
Ian M. Rolland
STATE OF INDIANA )
) SS:
COUNTY OF LAKE )
Before me, Penny L. Kljajic, a notary public in and for the aforesaid
County and State, personally appeared this day Ian M. Rolland to me known, and
known to me to be the same person whose name is signed to the foregoing
instrument, and he acknowledged that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
WITNESS my hand and notarial seal this 26th day of June, 1996.
/s/ PENNY L. KLJAJIC
-------------------------------- (SEAL)
Penny L. Kljajic, Notary Public
My Commission expires:
November 21, 1997
Resident of Porter County.
Exhibit 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, EDMUND A. SCHROER, of the City of
Naples and State of Florida, do hereby constitute and appoint JERRY M.
SPRINGER or ARTHUR A. PAQUIN, of the Town of Merrillville and State of
Indiana, my true and lawful attorney for me and in my name to sign my name as
Director of NIPSCO Industries, Inc., an Indiana corporation, to the
Registration Statement and any amendment or amendments thereto, covering and
describing the offer and sale of not to exceed 2,500,000 common shares without
par value pursuant to the terms of the Company's 1994 Long-Term Incentive
Plan, and to deliver said Registration Statement and all amendments thereto so
signed for filing with the Securities and Exchange Commission at Washington,
D.C.
And I do hereby ratify and confirm all that my said agent and attorney
shall lawfully do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the Town of
Merrillville, State of Indiana, on the 26th day of June, 1996.
/s/ EDMUND A. SCHROER
-------------------------------- (SEAL)
Edmund A. Schroer
STATE OF INDIANA )
) SS:
COUNTY OF LAKE )
Before me, Penny L. Kljajic, a notary public in and for the aforesaid
County and State, personally appeared this day Edmund A. Schroer to me known,
and known to me to be the same person whose name is signed to the foregoing
instrument, and he acknowledged that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
WITNESS my hand and notarial seal this 26th day of June, 1996.
/s/ PENNY L. KLJAJIC
-------------------------------- (SEAL)
Penny L. Kljajic, Notary Public
My Commission expires:
November 21, 1997
Resident of Porter County.
Exhibit 24.7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, JOHN W. THOMPSON, of the City of
Somers and State of New York, do hereby constitute and appoint JERRY M.
SPRINGER or ARTHUR A. PAQUIN, of the Town of Merrillville and State of
Indiana, my true and lawful attorney for me and in my name to sign my name as
Director of NIPSCO Industries, Inc., an Indiana corporation, to the
Registration Statement and any amendment or amendments thereto, covering and
describing the offer and sale of not to exceed 2,500,000 common shares without
par value pursuant to the terms of the Company's 1994 Long-Term Incentive
Plan, and to deliver said Registration Statement and all amendments thereto so
signed for filing with the Securities and Exchange Commission at Washington,
D.C.
And I do hereby ratify and confirm all that my said agent and attorney
shall lawfully do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the Town of
Merrillville, State of Indiana, on the 26th day of June, 1996.
/s/ JOHN W. THOMPSON
-------------------------------- (SEAL)
John W. Thompson
STATE OF INDIANA )
) SS:
COUNTY OF LAKE )
Before me, Penny L. Kljajic, a notary public in and for the aforesaid
County and State, personally appeared this day John W. Thompson to me known,
and known to me to be the same person whose name is signed to the foregoing
instrument, and he acknowledged that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
WITNESS my hand and notarial seal this 26th day of June, 1996.
/s/ PENNY L. KLJAJIC
-------------------------------- (SEAL)
Penny L. Kljajic, Notary Public
My Commission expires:
November 21, 1997
Resident of Porter County.
Exhibit 24.8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, ROBERT J. WELSH, of the Town of
Merrillville and State of Indiana, do hereby constitute and appoint JERRY M.
SPRINGER or ARTHUR A. PAQUIN, of the Town of Merrillville and State of
Indiana, my true and lawful attorney for me and in my name to sign my name as
Director of NIPSCO Industries, Inc., an Indiana corporation, to the
Registration Statement and any amendment or amendments thereto, covering and
describing the offer and sale of not to exceed 2,500,000 common shares without
par value pursuant to the terms of the Company's 1994 Long-Term Incentive
Plan, and to deliver said Registration Statement and all amendments thereto so
signed for filing with the Securities and Exchange Commission at Washington,
D.C.
And I do hereby ratify and confirm all that my said agent and attorney
shall lawfully do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the Town of
Merrillville, State of Indiana, on the 26th day of June, 1996.
/s/ ROBERT J. WELSH
-------------------------------- (SEAL)
Robert J. Welsh
STATE OF INDIANA )
) SS:
COUNTY OF LAKE )
Before me, Penny L. Kljajic, a notary public in and for the aforesaid
County and State, personally appeared this day Robert J. Welsh to me known,
and known to me to be the same person whose name is signed to the foregoing
instrument, and he acknowledged that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
WITNESS my hand and notarial seal this 26th day of June, 1996.
/s/ PENNY L. KLJAJIC
-------------------------------- (SEAL)
Penny L. Kljajic, Notary Public
My Commission expires:
November 21, 1997
Resident of Porter County.
