ACME METALS INC /DE/
10-K/A, 2000-06-30
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 NO. 1

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 26, 1999 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 60827-1182
                    (Address of principal executive offices)

                                 (708) 849-2500
                         (Registrant's telephone number)

                 Securities registered pursuant to Section 12(b)
                                  of the Act:
                                      None

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

                               TITLE OF EACH CLASS
                          Common Stock, par value $1.00
                         Preferred Share Purchase Rights
                      12 1/2% Senior Secured Notes due 2002
                 13 1/2% Senior Secured Discount Notes due 2004
                     10 7/8% Senior Unsecured Notes due 2007

     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 definite proxy or information statements
incorporated by reference in Part III of this Form 10-K.

     Indicate by check mark whether the registrant (1) had 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 13, 2000 of common stock, par value
$1.00, held by nonaffiliates of the Registrant was $4,102,551.

     Number of shares of Common Stock outstanding as of March 13, 2000:
11,647,471.


<PAGE>   2
ITEM 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

              Exhibit      Description
              -------      -----------
               99.         Other Exhibits

                           99.1    Form 11-K for the Acme Metals Incorporated
                                   Salaried Employees' Retirement Savings Plan

                           99.2    Form 11-K for the Alpha Tube Corporation
                                   Employees' 401(k) Retirement Plan







<PAGE>   3


                                   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.



                                 ACME METALS INCORPORATED



Date:  June 28, 2000             By:  /s/ Jerry F. Williams
                                    -----------------------------------------
                                     Jerry F. Williams
                                     Vice President - Finance and
                                     Administration and Chief Financial Officer
                                     (Principal Financial Officer)




<PAGE>   4
                                INDEX TO EXHIBITS

99.1 - Acme Metals Incorporated
       Salaried Employees' Retirement
       Savings Plan

99.2 - Alpha Tube Corporation
       Employees' 401(k) Retirement
       Plan


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