As filed with the Securities and Exchange Commission on February 14, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
SCHNITZER STEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-0341923
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
3200 NW Yeon Ave., PO Box 10047
Portland, Oregon 97210
(Address of Principal (Zip Code)
Executive Offices)
-------------------
Schnitzer Steel Industries, Inc. 1993 Stock Incentive Plan
(Full title of plan)
-------------------
Barry A. Rosen
Vice President-Finance and Treasurer
Schnitzer Steel Industries, Inc.
3200 NW Yeon Ave., PO Box 10047
Portland, OR 97210
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 224-9900
Copy to:
Stuart W. Chestler
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share Price Fee
- --------------------- -------------- --------- ----------- ---------
Class A Common Stock, 825,000 Shares $27.875 $22,996,875 $6,969
$1.00 par value
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on $27.875, which was
the average of the high and low prices of the Class A Common Stock on
February 11, 1997 as reported in The Wall Street Journal for NASDAQ
National Market Issues.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Schnitzer Steel Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed
pursuant to rule 424(b) under the Securities Act of 1933 that contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Company
contained in the Company's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating the description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
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.
-----------------------------------------
Article V (the "Article") of the 1993 Restated Articles of Incorporation of
the Company requires the Company to indemnify directors and officers to the
fullest extent not prohibited by law. The right to and amount of indemnification
will be ultimately subject to determination by a court that indemnification in
the circumstances presented is consistent with public policy and other
provisions of law. It is likely, however, that the Article would require
indemnification at
II-1
<PAGE>
least to the extent that indemnification is authorized by the Oregon Business
Corporation Act (the "Act"). The effect of the Act is summarized as follows:
(a) The Act permits a corporation to grant a right of indemnification in
respect of any pending, threatened or completed action, suit or proceeding
("proceeding"), other than an action by or in the right of the corporation,
against expenses (including attorneys' fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred, provided the person
concerned acted in good faith and in a manner the person reasonably believed to
be in or at least not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. Indemnification is not permitted in connection
with a proceeding in which a person is adjudged liable on the basis that
personal benefit was improperly received unless indemnification is permitted by
a court upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The termination of
a proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent is not, of itself, determinative that the person
did not meet the prescribed standard of conduct.
(b) The Act permits a corporation to grant a right of indemnification in
respect of any proceeding by or in the right of the corporation against the
reasonable expenses (including attorneys' fees) incurred if the person concerned
acted in good faith and in a manner the person reasonably believed to be in or
at least not opposed to the best interests of the corporation, except that no
indemnification may be granted if such person is adjudged to be liable to the
corporation unless permitted by a court.
(c) The corporation may not indemnify a person in respect of a proceeding
described in (a) or (b) above unless it is determined in the specific case that
indemnification is permissible because the person has met the prescribed
standard of conduct by any one of the following: (i) the Board of Directors, by
a majority vote of a quorum consisting of directors not at the time parties to
the proceeding, (ii) if a quorum of directors not party to the proceeding cannot
be obtained, by a majority vote of a committee of two or more directors not at
the time parties to the proceeding, (iii) by special legal counsel selected by
the Board of Directors or such committee thereof, as described in (i) and (ii)
above, or (iv) by the shareholders. Indemnification can also be ordered by a
court if the court determines that indemnification is fair in view of all of the
relevant circumstances. Notwithstanding the foregoing, every person who has been
wholly successful, on the merits or otherwise, in defense of a proceeding
described in (a) or (b) above is entitled to be indemnified as a matter of right
against reasonable expenses incurred in connection with the proceeding.
(d) The corporation may pay for or reimburse the reasonable expenses
incurred in defending a proceeding in advance of the final disposition thereof
if the director or officer receiving the advance furnishes (i) a written
affirmation of his or her good faith belief that he or she has met the
prescribed standard of conduct, and (ii) a written undertaking to repay the
advance in the event indemnification is not authorized.
II-2
<PAGE>
The rights of indemnification described above are not exclusive of any
other rights of indemnification to which officers or directors may be entitled
under any statute, agreement, vote of shareholders, action of directors, or
otherwise.
The Company has directors' and officers' liability insurance coverage which
insures directors and officers of the Company and its subsidiaries against
certain liabilities.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
4A. 1993 Restated Articles of Incorporation of the Company. Incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1, Registration No. 33-69352.
4B. Restated Bylaws of the Company. Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the year ended
August 31, 1995.
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consents of La Guardia & Petrella L.L.C.
24.1 Powers of Attorney.
Item 9. Undertakings.
------------
The undersigned registrant hereby undertakes:
(a) (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;
II-3
<PAGE>
(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 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 Company 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.
(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 Company
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.
II-4
<PAGE>
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 of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, State of Oregon on
February 14, 1997.
SCHNITZER STEEL INDUSTRIES, INC.
By /s/ BARRY A. ROSEN
--------------------------------------
Barry A. Rosen, Vice President -
Finance and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on February 14, 1997.
Signature Title
- --------- -----
Principal Executive Officer:
*LEONARD SCHNITZER Chairman of the Board, Chief
- ---------------------------------- Executive Officer and Director
Leonard Schnitzer
Principal Financial Officer:
/s/ BARRY A. ROSEN Vice President-Finance and
- ---------------------------------- Treasurer
Barry A. Rosen
Principal Accounting Officer:
*JAMES W. CRUCKSHANK Controller and Assistant
- ---------------------------------- Treasurer
James W. Cruckshank
Directors:
*CAROL S. LEWIS Director
- ----------------------------------
Carol S. Lewis
*KENNETH M. NOVACK Director
- ----------------------------------
Kenneth M. Novack
II-5
<PAGE>
*ROBERT W. PHILIP Director
- ----------------------------------
Robert W. Philip
*JEAN S. REYNOLDS Director
- ----------------------------------
Jean S. Reynolds
*DORI SCHNITZER Director
- ----------------------------------
Dori Schnitzer
*GARY SCHNITZER Director
- ----------------------------------
Gary Schnitzer
*MANUEL SCHNITZER Director
- ----------------------------------
Manuel Schnitzer
*ROBERT S. BALL Director
- ----------------------------------
Robert S. Ball
*WILLIAM A. FURMAN Director
- ----------------------------------
William A. Furman
*RALPH R. SHAW Director
- ----------------------------------
Ralph R. Shaw
*By /s/ BARRY A. ROSEN
--------------------------------
Barry A. Rosen, Attorney-in-fact
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
4.1 1993 Restated Articles of Incorporation of the Company. Incorporated
by reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-1, Registration No. 33-69352.
4.2 Restated Bylaws of the Company. Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the year ended
August 31, 1995.
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consents of La Guardia & Petrella L.L.C.
24.1 Powers of Attorney.
EXHIBIT 5.1
February 14, 1997
Board of Directors
Schnitzer Steel Industries, Inc.
3200 NW Yeon Ave.
Portland, Oregon 97210
We have acted as counsel for Schnitzer Steel Industries, Inc. (the
"Company") in connection with the filing of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended,
covering the issuance of 825,000 shares of Class A Common Stock, $1.00 par value
(the "Shares"), of the Company pursuant to the Company's 1993 Stock Incentive
Plan (the "Plan"). We have reviewed the corporate actions of the Company in
connection with this matter and have examined those documents, corporate
records, and other instruments we deemed necessary for the purposes of this
opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the state of Oregon; and
2. The Shares issuable under the Plan have been duly authorized and, when
issued in accordance with the Plan, will be legally issued, fully
paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 27, 1996, except as to Note
13, which is as of November 15, 1996, appearing on page 26 of the Schnitzer
Steel Industries, Inc. Annual Report on Form 10-K for the year ended August 31,
1996. We also consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page 52 of such Annual Report on
Form 10-K.
PRICE WATERHOUSE LLP
February 14, 1997
Portland, Oregon
EXHIBIT 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement of
Schnitzer Steel Industries, Inc. on Form S-8 of our reports dated April 29,
1996, on our audits of the consolidated financial statements of Proler
International Corp. and subsidiaries and the combined financial statements of
Proler International Corp.'s Joint Operations as of January 31, 1996 and 1995,
and for each of the three years in the period ended January 31, 1996.
Coopers & Lybrand L.L.P.
Houston, Texas
February 14, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 18, 1996 which appears on page
60 of the Proler International Corp. Annual Report on Form 10-K for the year
ended January 31, 1996.
LA GUARDIA & PETRELLA, L.L.C.
February 10, 1997
Fort Lee, New Jersey
<PAGE>
EXHIBIT 23.3
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 26, 1996 which appears on
page 61 of the Proler International Corp. Annual Report on Form 10-K for the
year ended January 31, 1996.
LA GUARDIA & PETRELLA, L.L.C.
February 10, 1997
Fort Lee, New Jersey
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 3, 1997
LEONARD SCHNITZER
-----------------------------------------
Leonard Schnitzer
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 11, 1997
BARRY A. ROSEN
-----------------------------------------
Barry A. Rosen
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 12, 1997
JAMES W. CRUCKSHANK
-----------------------------------------
James W. Cruckshank
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 12, 1997
CAROL S. LEWIS
-----------------------------------------
Carol S. Lewis
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 12, 1997
KENNETH M. NOVACK
-----------------------------------------
Kenneth M. Novack
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 12, 1997
ROBERT W. PHILIP
-----------------------------------------
Robert W. Philip
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 12, 1997
JEAN S. REYNOLDS
-----------------------------------------
Jean S. Reynolds
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 12, 1997
DORI SCHNITZER
-----------------------------------------
Dori Schnitzer
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 12, 1997
GARY SCHNITZER
-----------------------------------------
Gary Schnitzer
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 12, 1997
MANUEL SCHNITZER
-----------------------------------------
Manuel Schnitzer
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 12, 1997
ROBERT S. BALL
-----------------------------------------
Robert S. Ball
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 12, 1997
WILLIAM A. FURMAN
-----------------------------------------
William A. Furman
-----------------------------------------
Type or print name
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Form S-8 Registration)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of SCHNITZER STEEL INDUSTRIES, INC., does hereby constitute and
appoint ROBERT W. PHILIP, KENNETH M. NOVACK AND BARRY A. ROSEN, and each of
them, his or her true and lawful attorney and agent to do any and all acts and
things and to execute in his or her name (whether on behalf of Schnitzer Steel
Industries, Inc. or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable Schnitzer Steel Industries, Inc. 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 the Securities Act of 1933, as amended, of 825,000 shares of Class A
Common Stock of Schnitzer Steel Industries, Inc. issuable pursuant to the 1993
Stock Incentive Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf of Schnitzer
Steel Industries, Inc. or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Class A Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: February 5, 1997
RALPH R. SHAW
-----------------------------------------
Ralph R. Shaw
-----------------------------------------
Type or print name
