<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
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BLISS & LAUGHLIN INDUSTRIES INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
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(Title of Class of Securities)
093546 10 9
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(CUSIP Number)
ROGER FEIN, 225 W. WACKER DRIVE, CHICAGO, ILLINOIS 60606 (312) 201-2536
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP NO. 093546 10 9 PAGE 2 OF 3
ITEM 4 PURPOSE OF TRANSACTION
This Amendment No. 2 to Schedule 13D is being filed by fifteen individuals
and three trusts who might have been deemed to comprise a group within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. The fifteen
individuals are current or former officers of Bliss & Laughlin Industries Inc.
("BLI") or its wholly owned subsidiary, Bliss & Laughlin Steel Company ("BLS")
and the three trusts are trusts established for the benefit of certain of the
aforementioned individuals and their families. The parties making this filing
are collectively referred to herein as the "Management Stockholders".
The Management Stockholders filed a Schedule 13D on September 27, 1995 in
connection with their entering into a Stock Option Agreement dated as of
September 16, 1995 (the "First Option Agreement") with B & L Acquisition
Corporation ("BRW's Acquisition Subsidiary") and BRW Steel Corporation ("BRW"),
which provided, among other things, that the Management Stockholders granted an
option to BRW's Acquisition Subsidiary to purchase an aggregate of 774,059 of
their shares of common stock of BLI (representing 19.5% of BLI's issued and
outstanding shares of common stock) for a purchase price of $7.75 per share.
The Management Stockholders filed Amendment No. 1 to Schedule 13D on
November 3, 1995 ("Amendment No. 1 to Schedule 13D") in connection with their
entering into (a) Amendment No. 1 to Stock Option Agreement dated as of
October 4, 1995 wherein they agreed to amend the First Option Agreement, (b)
an Amended Stock Option Agreement dated as of October 4, 1995 (the "Amended
Stock Option Agreement"), which, among other things,raised the option price to
$9.50 per share or any higher price paid by BRW's Acquisition Subsidiary or
BRW in certain other transactions for a share of BLI common stock (the "Merger
Consideration"), (c) Amendment No. 1 dated as of October 18, 1995 to Amended
Stock Option Agreement, and (d) Amendment No. 1 dated as of October 4, 1995 to
Stockholder Escrow Agreement, amending the Stockholder Escrow Agreement dated
as of September 19, 1995. Copies of the foregoing documents were filed as
Exhibits to Amendment No. 1 to Schedule 13D.
As of January 31, 1996 (a) the above-described option granted by the
Management Stockholders expired and (b) the Amended Stock Option Agreement
(as amended by Amendment No. 1 thereto) and the Shareholder Escrow Agreement
(as amended by Amendment No. 1 thereto) terminated. As a result of such
expiration and termination, the Management Stockholders believe that they no
longer might be deemed to comprise a group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934.
<PAGE>
CUSIP NO. 093546 10 9 PAGE 3 OF 3
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
See Item 4 above.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 9, 1996
/s/ Roger G. Fein *
-----------------------------------
Gregory H. Parker
/s/ Roger G. Fein *
-----------------------------------
F. Elizabeth Parker
/s/ Roger G. Fein
-----------------------------------
Roger G. Fein, as Trustee of the
Gregory H. Parker Irrevocable Trust
dated October 31, 1988
/s/ Roger G. Fein *
-----------------------------------
Anthony J. Romanovich
/s/ Roger G. Fein *
-----------------------------------
Barbara A. Romanovich
<PAGE>
/s/ Roger G. Fein *
-----------------------------------
George W. Fleck
/s/ Roger G. Fein *
-----------------------------------
Joan E. Fleck
/s/ Roger G. Fein *
-----------------------------------
Gerald E. Brady
/s/ Roger G. Fein *
-----------------------------------
Carole A. Brady
/s/ Roger G. Fein *
-----------------------------------
William P. Daugherty, as Trustee
of the William P. Daugherty Trust
dated May 11, 1989
/s/ Roger G. Fein *
-----------------------------------
Ellen L. Daugherty, as Trustee
of the Ellen L. Daugherty Trust
dated May 11, 1989
/s/ Roger G. Fein *
-----------------------------------
Michael A. DeBias
/s/ Roger G. Fein *
-----------------------------------
Richard M. Bogdon
/s/ Roger G. Fein *
-----------------------------------
Phyllis Bogdon
/s/ Roger G. Fein *
-----------------------------------
Carl H. Laib
<PAGE>
/s/ Roger G. Fein *
-----------------------------------
Richard W. Ressler
/s/ Roger G. Fein *
-----------------------------------
Chester J. Pucilowski
/s/ Roger G. Fein *
-----------------------------------
Geraldine Pucilowski
*By Roger G. Fein pursuant to power of attorney.
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Gregory H. Parker
------------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ F. Elizabeth Parker
-------------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Anthony J. Romanovich
---------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Barbara A. Romanovich
---------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ George W. Fleck
------------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Joan E. Fleck
-----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Gerald E. Brady
-----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Carole A. Brady
-----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ William P. Daugherty
-----------------------------
Signature
As Trustee of the William
P. Daugherty Trust dated
May 11, 1989
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Ellen L. Daugherty
-----------------------------
Signature
As Trustee of the Ellen
L. Daugherty Trust dated
May 11, 1989
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Michael A. DeBias
----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Richard M. Bogdon
----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Phyllis Bogdon
-----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Carl H. Laib
-----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Richard W. Ressler
----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Chester J. Pucilowski
-----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of ROGER G. FEIN and GREGORY H. PARKER, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or stockholder of BLISS &
LAUGHLIN INDUSTRIES INC. (the "Company"), Forms 3, 4, and 5, and any amendment
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, and any amendment thereto, and timely file such Form 3, 4 or 5,
and any amendment thereto, with the United States Securities and Exchange
Commission ("Commission") and any stock exchange or similar authority; and
(3) execute for and on behalf of the undersigned, Schedule(s) 13D,
and any amendments thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder; and
(4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, and any amendment thereto, and timely file such Schedule 13D, and
any amendment thereto, with the Commission and any stock exchange or similar
authority; and
(5) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder.
This Power of Attorneys shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of October, 1995.
/s/ Geraldine Pucilowski
-----------------------------
Signature
