ACME METALS INC /DE/
10-K405/A, 1996-09-16
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  FORM 10-K/A
                               Amendment Number 3

(X)      Annual report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the fiscal year ended December 31, 1995 or
( )      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                         ------------------------------
                         Commission file number 1-14378

                            ACME METALS INCORPORATED
             (Exact name of registrant as specified in its charter)


        Delaware                                          36-3802419
(State of incorporation)                    (I.R.S. Employer Identification No.)
                                     

           13500 South Perry Avenue, Riverdale, Illinois         60627-1182
             (Address of principal executive offices)            (Zip Code)


                                 (708) 849-2500
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:


<TABLE>
<CAPTION>
        Title of each Class                 Name of each exchange on which registered
<S>                                         <C>
Common stock par value $1.00 per share              New York Stock Exchange
Preferred Share Purchase Rights                     New York Stock Exchange

</TABLE>

          Securities registered pursuant to Section 12(g) of the Act:

                                      None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.   X
                 ---


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X    No
                                        ---      ---   

The aggregate market value as of  March 4, 1996 of common stock, $1 par value,
held by non-affiliates of the Registrant was:  $194,579,943.

Number of shares of Common Stock outstanding as of March 4, 1996:  11,584,877.

The following documents are partially incorporated into this report by
reference:


(1)      Proxy Statement filed in connection with the Annual Meeting of
         Shareholders scheduled for April 25, 1996 is partially incorporated by
         reference into Part III, Items 10, 11, 12 and 13.
<PAGE>   2
         The Form 10-K for the fiscal year ended December 31, 1995 is hereby
amended by making the following changes to Item 14(a)(3).  The rest of the
exhibits in Item 14(a)(3) of the Form 10-K for the fiscal year ended December
31, 1995 remain as originally stated in that filing:

  EXHIBIT    DESCRIPTION

       4.    Instruments Defining the Rights of Security Holders, Including
             Indentures

             4.2       Indenture  dated  as of  August 11,  1994  among the
                       Registrant and  Guarantors  and  Shawmut Bank
                       Connecticut, National  Association as  trustee, relating
                       to  the 12  1/2% Senior Secured  Notes due 2002.   Filed
                       as Exhibit 4.2  to Amendment Number 2 to the
                       Registrant's Annual Report on  Form 10-K for  the
                       fiscal  year  ended December  25,  1994  ("Amendment
                       Number 2  to  the  1994 10-K")  and incorporated by
                       reference herein.

             4.3       Form of 12 1/2%  Senior Secured Note  due 2002.   Filed
                       as Exhibit  A to  Exhibit 4.2 to  Amendment Number 2 to
                       the 1994 10-K and incorporated by reference herein.

             4.4       Indenture  dated as  of  August 11, 1994  among the
                       Registrant  and Guarantors  and  Shawmut Bank,
                       Connecticut,  National Association  as trustee,
                       relating to  the 13  1/2% Senior  Secured Discount Notes
                       due 2004.   Filed as Exhibit  4.4 to Amendment Number 2
                       to the 1994  10-K and incorporated by reference herein.

             4.5       Form of 13  1/2% Senior Secured  Discount Note due
                       2004.    Filed as Exhibit A  to Exhibit 4.4  to
                       Amendment Number 2 to the 1994 10-K and incorporated by
                       reference herein.

             4.6       Collateral Agency Agreement dated  as of August 11, 1994
                       among the  Registrant, Acme Steel Company, Acme
                       Packaging Corporation, the Trustees, the Term Loan Agent
                       and the Collateral Agent.    Filed as Exhibit 4.6 to
                       Amendment Number 2 to the 1994 10-K and incorporated by
                       reference herein.

             4.7       Company Stock Pledge  Agreement dated  as of August 11, 
                       1994 between  the Registrant and  the Collateral Agent.
                       Filed as Exhibit 4.7 to  Amendment Number 2 to the 1994
                       10-K and incorporated  by reference herein.

             4.8       Subsidiary  Stock Pledge  Agreement  dated as  of August
                       11,  1994 among  Acme Steel  Company, Acme Packaging
                       Corporation  and the Collateral Agent.    Filed as
                       Exhibit 4.8 to Amendment  Number 2 to the 1994 10-K and
                       incorporated by reference herein.

             4.9       Security Agreement  dated as  of August 11,  1994
                       between  Acme Steel  Company  and the  Collateral Agent.
                       Filed as Exhibit  4.9 to Amendment Number 2 to the 1994
                       10-K and incorporated by reference herein.





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<PAGE>   3
             4.10      Mortgage dated  as of August 11, 1994  from Acme Steel
                       Company  to the Collateral Agent.   Filed as Exhibit
                       4.10 to Amendment Number 2 to the 1994 10-K and
                       incorporated by reference herein.

             4.11      Intercreditor  Agreement dated  as of  August 11, 1994
                       among the  Registrant, Acme  Steel Company, Harris Trust
                       and Savings Bank and the Collateral Agent.  Filed as
                       Exhibit 4.11 to  Amendment Number 2 to the 1994 10-K and
                       incorporated by reference herein.

             4.12      Disbursement  Agreement dated  as of  August 11,  1994
                       between  the Registrant  and  the Collateral Agent.
                       Filed as  Exhibit 4.12  to  Amendment Number  2 to  the
                       1994 10-K  and incorporated  by reference herein.

      10.    Material contracts

             10.8      Term Loan Agreement dated  August 4, 1994 among the
                       Registrant,  the Lenders and Lehman  Commercial Paper
                       Inc. (the "Term Loan").    Filed as Exhibit 10.8 to
                       Amendment  Number 2 to the 1994 10-K  and incorporated
                       by reference herein.





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<PAGE>   4
                                   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 thereunto duly authorized.


                                        ACME METALS INCORPORATED



Date: August 28, 1996                   By:  /s/ Edward P. Weber, Jr.
                                            ----------------------------
                                            Edward P. Weber, Jr.  
                                            Vice President and Secretary





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