Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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ARMCO INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0200500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Oxford Centre
301 Grant Street
Pittsburgh, Pennsylvania 15219-1415
(Address of principal executive offices, including Zip Code)
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ARMCO INC.
RETIREMENT AND SAVINGS PLAN
(Full title of the Plan)
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GARY R. HILDRETH, ESQ.
Vice President, General Counsel and Secretary
Armco Inc.
One Oxford Centre
301 Grant Street
Pittsburgh, Pennsylvania 15219-1415
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(412) 255-9800
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities to Amount to offering aggregate Amount of
be registered be registered price per unit(1) offering price registration fee
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Common Stock,
par value
$.01 per share .3,250,000 shares $5.8750 $19,093,750 $6,587.34
Preferred Stock
Purchase
Right . 3,250,000 rights (3) (3) $100.00
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<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1993, as amended,
this registration statement also covers an indeterminate number of
interests to be offered or sold pursuant to the Armco Inc. Retirement
and Savings Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices of Armco
Inc. Common Stock on the New York Stock Exchange as shown on the
Composite Tape on June 24, 1994.
(3) Each share of Armco Inc. Common Stock offered pursuant to this
Registration Statement will be accompanied by one Preferred Stock
Purchase Right of Armco Inc. The Preferred Stock Purchase Rights are
also being registered by this Registration Statement and are currently
attached to and transferable only with the shares of Armco Inc. Common
Stock registered hereby. The $100 registration fee paid with respect
to the Preferred Stock Purchase Rights represents the minimum statutory
fee pursuant to Section 6(b) of the Securities Act of 1933, as amended.
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PART II
Item 3. Incorporation of Documents by Reference
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The following documents, descriptions, amendments and reports filed by
Armco Inc. ("Armco") or the Armco Inc. Retirement and Savings Plan (the
"Plan") are incorporated by reference into this Registration Statement:
(a) Armco's Annual Report on Form 10-K for the year ended December 31,
1993;
(b) Armco's Quarterly Report on Form 10-Q for the quarter ended March
31, 1994;
(c) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1992 (filed as Amendment No. 1 to Armco's Annual Report on Form
10-K for the fiscal year ended December 31, 1992);
(d) All other reports filed by Armco pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1993;
(e) The description of Armco Capital Stock that appears as Exhibit 99
to Armco's Annual Report on Form 10-K for the year ended December 31, 1993
and any description of Armco Capital Stock that appears in any prospectus
forming a part of any subsequent registration statement of Armco filed under
the Securities Act of 1933, as amended (the "Securities Act"), or in any
subsequent registration statement or report filed by Armco pursuant to
Section 12 of the Exchange Act; and
(f) The description of Armco's Preferred Stock Purchase Rights that
appears in Armco's Registration Statement on Form 8-A, dated July 7, 1986,
filed under Section 12 of the Exchange Act, as amended by Amendment No. 1
thereto on Form 8, dated July 11, 1988, and any description of Armco's
Preferred Stock Purchase Rights that appears in any prospectus forming a
part of any subsequent registration statement of Armco filed under the
Securities Act or in any subsequent registration statement or report filed
by Armco pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by Armco pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
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Not Applicable.
Item 5. Interests of Named Experts and Counsel
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Not Applicable.
Item 6. Indemnification of Directors and Officers
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Section 1701.13(E) of the Ohio Revised Code, under which law Armco is
incorporated, grants corporations the power to indemnify a director,
officer, employee or agent against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any proceeding, other than a derivative
action, to which he is a party by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or was serving in a
similar capacity with another entity at the request of the corporation if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, he had no reason to believe his conduct was
unlawful. In the case of a derivative action, indemnification is limited to
expenses and no indemnification shall be made in respect of (i) any claim,
issue or matter as to which such person is adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless, and
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only to the extent that, a court determines, despite the adjudication of
liability, but in view of all the circumstances of the case, that such
person is fairly and reasonably entitled to indemnity for expenses or (ii)
any action or suit in which the only liability asserted against a director
is pursuant to Section 1701.95 of the Revised Code dealing with unlawful
loans, dividends and distribution of assets. Indemnification for expenses
is mandatory under the statutory provisions if the person has been
successful on the merits or otherwise in any such proceeding. The
indemnification authorized by statute is not exclusive.
Article IV of Armco's Regulations provides that Armco shall indemnify
directors, officers, employees or agents to the full extent permitted by
applicable law and may, subject to certain exceptions, do so in cases where
applicable law does not provide for indemnification if authorized by the
directors upon the determination that such indemnification is in the best
interest of Armco.
Armco maintains insurance policies insuring Armco and its directors and
officers against claims resulting from defined acts or omissions to act,
subject to various exclusions, including pollution and antitrust claims and
claims resulting from dishonesty. After certain deductibles, policies cover
up to $100,000,000 for all losses in the year.
Item 7. Exemption from Registration Claimed
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Not Applicable.
Item 8. Exhibits
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4. Instruments defining the rights of security holders.
(i) Articles of Incorporation of Armco, as amended as of May 12,
1993, incorporated by reference to Exhibit 4.2 to Armco's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1993.
(ii) Regulations of Armco, incorporated by reference to Exhibit 3.2
to Armco's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
(iii) Shareholder Rights Agreement, dated as of June 27, 1986, between
Armco and Harris Trust and Savings Bank, as Rights Agent, as
Amended as of June 24, 1988, incorporated by reference to
Exhibit 1 to Armco's Form 8-A, dated July 7, 1986, and Exhibit
1.1 to Armco's Form 8, dated July 11, 1988.
(iv) The Armco Retirement and Savings Plan.
5. Opinion re: legality.
(i) Opinion of Gary R. Hildreth, Esq., including the consent of
such counsel.
(ii) The Registrant hereby undertakes that it will submit or
has submitted the Armco Retirement and Savings Plan and
any amendment thereto to the Internal Revenue Service in a
timely manner and has made or will make all changes
required by the Internal Revenue Service in order to
qualify such Plan under Section 401 of the Internal
Revenue Code of 1986, as amended.
23. Consents of experts and counsel.
(i) Consent of Deloitte & Touche.
(ii) The consent of Gary R. Hildreth, Esq. is contained in the
opinion filed as Exhibit 5(i) to this Registration
Statement.
24. Powers of Attorney.
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Item 9. Undertakings
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Armco hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Armco pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 the 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.
Armco hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of Armco's Annual Report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of Armco, Armco 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 Armco of expenses incurred or paid by a director, officer or controlling
person of Armco 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, Armco 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Armco Inc., 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 Pittsburgh, State of
Pennsylvania, on June 28, 1994.
ARMCO INC. (1)
By:/s/ James F. Will
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James F. Will
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 28, 1994.
Signature Title
* President, Chief Executive
---------------------------------- Officer and Director
(James F. Will) (2)
* Vice President and Chief
---------------------------------- Financial Officer
(David G. Harmer) (2)
* Controller
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(Peter G. Leemputte) (2)
DIRECTORS:
* *
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John J. Burns, Jr. (2) John H. Ladish (2)
* *
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David A. Duke (2) Bruce E. Robbins (2)
* *
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John C. Haley (2) John D. Turner (2)
* *
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Paul H. Henson (2) Burnell R. Roberts (2)
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(1) The Registrant is the employer sponsoring the Plan and the issuer of the
securities being offered pursuant to the Plan.
(2) By his signature set forth below, Gary R. Hildreth has signed this
Registration Statement as attorney for the persons noted above, in the
capacities above stated, pursuant to powers of attorney filed with the
Securities and Exchange Commission as exhibits to this Registration
Statement.
By: /s/ Gary R. Hildreth
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(Gary R. Hildreth, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Pittsburgh, State
of Pennsylvania, this 28 day of June, 1994.
ARMCO INC.
RETIREMENT AND SAVINGS PLAN
(The Plan)
By: /s/ James W. Edgerton
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James W. Edgerton, Chairman
Benefit Plan Administrative Committee
By: /s/ Barry M. Haller
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Barry M. Haller, Member
Benefit Plan Administrative Committee
By: /s/ Gregory R. Karavanich
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Gregory R. Karavanich, Member
Benefit Plan Administrative Committee
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EXHIBIT INDEX
Exhibit Number
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4. Instruments defining the rights of security holders.
(i) Articles of Incorporation of Armco, as amended as of May 12,
1993, incorporated by reference to Exhibit 4.2 to Armco's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1993.
(ii) Regulations of Armco, incorporated by reference to Exhibit 3.2
to Armco's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
(iii) Shareholder Rights Agreement, dated as of June 27, 1986, between
Armco and Harris Trust and Savings Bank, as Rights Agent, as
Amended as of June 24, 1988, incorporated by reference to
Exhibit 1 to Armco's Form 8-A, dated July 7, 1986, and Exhibit
1.1 to Armco's Form 8, dated July 11, 1988.
(iv) The Armco Retirement and Savings Plan.
5. Opinion re: legality.
(i) Opinion of Gary R. Hildreth, Esq., including the consent of
such counsel.
23. Consents of experts and counsel.
(i) Consent of Deloitte & Touche.
(ii) The consent of Gary R. Hildreth, Esq. is contained in the
opinion filed as Exhibit 5(i) to this Registration
Statement.
24. Powers of Attorney.
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