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SECURITIES AND EXCHANGE COMMISSION
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 10, 1994
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Armco Inc.
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(Exact name of registrant as specified in charter)
Ohio 1-873-2 31-0200500
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 412/255-9800
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Item 5. Other Events.
Armco Inc. ("Armco") announced on January 26, 1994, that Armco
Steel Company, L.P. ("ASC"), the flat-rolled carbon steel joint venture
equally owned by Armco and Kawasaki Steel Corporation, began
implementing a proposed plan to restructure and recapitalize itself
through the sale of equity in an initial public offering and debt in a
senior note offering.
The terms of the proposed plan have since been changed to provide
that, if it is successfully implemented, as to which there can be no
assurance, Armco would receive approximately 1 million shares, or
approximately 4.2% (which is higher than the "less than 1%" to have been
received by Armco as originally proposed) if the initial public offering
price is within the range of $21 to $24 per share; that, if the initial
public offering price is greater than $24 per share, the number of
shares to be issued to Armco in exchange for its equity interests in the
joint venture would be increased by an amount equal to one-third of (i)
the excess of the initial public offering price per share over $24 (net
of underwriting discounts), multiplied by (ii) the number of shares sold
in the common stock offering (excluding any shares sold pursuant to any
exercise of the U.S. Underwriters' and Managers' over-allotment option),
and divided by (iii) the initial public offering price per share; and
that, if the initial public offering price is less than $21 per share,
the number of shares to be issued to Armco in exchange for its equity
interests in ASC would be reduced to an amount to be agreed upon prior
to the establishment of the initial public offering price. The March
10, 1994 preliminary prospectus for the initial public offering states
that "It is anticipated that the initial public offering price will be
between $21 and $24 per share." As previously reported, the proceeds
from the offering would be used by the joint venture primarily to reduce
its debt and unfunded pension liability and Armco's obligation to make
certain cash payments to the venture would be eliminated.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARMCO INC.
Date: March 16, 1994 By: /s/ Gary R. Hildreth
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Gary R. Hildreth
Vice President
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