<PAGE> 1
Exhibit 99.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 26, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-14378
A. ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN
(Full title of the plan)
30400 East Broadway
Walbridge, OH 43465
B. ACME METALS INCORPORATED
(Name of issuer of the securities held pursuant to the plan)
13500 South Perry Avenue
Riverdale, IL 60827-1182
(Address of principal executive office)
<PAGE> 2
ALPHA TUBE CORPORATION
EMPLOYEES' 401(k)
RETIREMENT PLAN
FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
DECEMBER 31, 1999 AND 1998
<PAGE> 3
ALPHA TUBE CORPORATION
EMPLOYEES' 401(k) RETIREMENT PLAN
FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
PAGE(S)
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
at December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1999 3
Notes to Financial Statements 4-9
Additional Information:
Schedule of Assets Held for Investment Purposes
at December 31, 1999 Schedule I
All other schedules of additional financial information required by Section
2520.103-10 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not applicable.
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and the
Administrative Committee of
the Alpha Tube Corporation
Employees' 401(k) Retirement Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Alpha Tube Corporation Employees' 401(k) Retirement Plan
(the "Plan") at December 31, 1999 and 1998, and the changes in net assets
available for plan benefits for the year ended December 31, 1999, in conformity
with accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes at December 31, 1999 is presented for purposes of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
The accompanying financial statements have been prepared assuming the Plan will
continue as a going concern. As discussed in Note 1 - Plan Description, Acme
Metals Incorporated (Acme) and Alpha Tube Corporation filed voluntary petitions
for protection and reorganization under Chapter 11 of the United States
Bankruptcy Code which raises substantial doubt about the Plan's ability to
continue as a going concern. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
PricewaterhouseCoopers LLP
Chicago, Illinois
June 27, 2000
<PAGE> 5
ALPHA TUBE CORPORATION
EMPLOYEES' 401(k) RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
AS OF DECEMBER 31,
1999 1998
---------- ----------
Investments at market value:
Investment in Acme Stock Fund Master Trust $ 3,580 $ 3,866
Registered investment company 5,472,586 4,333,820
Participant loans 307,480 258,952
---------- ----------
Net assets available for plan benefits $5,783,646 $4,596,638
========== ==========
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 6
ALPHA TUBE CORPORATION
EMPLOYEES' 401(k) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
Additions:
Investment income (loss):
Interest and dividend income, investments $ 230,727
Interest income, participant loans 21,240
Decrease in net value of investment in Acme
Stock Fund Master Trust (196)
Net appreciation in fair value of investments 515,313
-----------
Total investment income 767,084
Contributions:
From participants 321,648
From employer 304,115
-----------
Total contributions 625,763
-----------
Total additions 1,392,847
-----------
Deductions:
Distributions and withdrawals (205,839)
-----------
Total deductions (205,839)
-----------
Increase in assets during the year 1,187,008
Net assets available for plan benefits:
At beginning of year 4,596,638
-----------
At the end of year $ 5,783,646
===========
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 7
ALPHA TUBE CORPORATION
EMPLOYEES' 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AT DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following brief description of the Alpha Tube Corporation Employees'
401(k) Retirement Plan (the "Plan") is provided for general information
purposes. Participants should refer to the Plan agreement for more
complete information.
GENERAL
The Plan is a defined contribution savings plan covering all eligible
employees of Alpha Tube Corporation (the "Company"), a subsidiary of Acme
Metals Incorporated ("Acme"). The Plan is administered by the
Administrative Committee for the Alpha Tube Corporation Employees' 401(k)
Retirement Plan and is subject to the provisions of the Employee
Retirement Income Security Act of 1974. Vanguard Fiduciary Trust Company
(the "Trustee") serves as the Plan's trustee and recordkeeper.
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States. On
September 28, 1998, Acme and the Company filed voluntary petitions for
protection and reorganization under Chapter 11 of Title 11 of the United
States Code in the United States Bankruptcy Court for the District of
Delaware. Although Chapter 11 proceedings raise substantial doubt about
the Company's ability to continue as a going concern, the Plan's
financial statements have been prepared on a going concern basis which
contemplates the continued operation of the Plan. The Plan's financial
statements do not reflect adjustments, if any, that might result from the
outcome of this uncertainty.
ELIGIBILITY
Full-time salaried and hourly employees are generally eligible to
participate after completing six months of continuous service. Part-time
and temporary salaried employees are generally eligible to participate
after completing one year of continuous service.
INVESTMENTS
The Plan provides participants with eight investment alternatives. The
Acme Stock Fund, however, was closed to new purchases after February 29,
1996. Each participant directs the proportion of his or her account that
is to be invested in each of the respective investment alternatives.
Participants are entitled to change their investment elections at any
time, with certain restrictions placed on executive officers and
directors of the Company for the Acme Stock Fund, which is part of the
Acme Stock Fund Master Trust (the "Master Trust").
CONTRIBUTIONS AND VESTING
The Company contributes 2.5% of the participants' eligible earnings, as
defined, during each payroll period on behalf of each participant (See
Note 9 - Subsequent Event). The Company also makes matching contributions
equal to participants' voluntary contributions in amounts up to 2.5% of
eligible earnings, as defined. Participants' voluntary pre-tax
contributions are permitted in an amount not to exceed 10% of their
individual eligible earnings.
Participant contributions vest upon deduction. Company contributions are
fully vested after seven years of service. Forfeitures as of December 31,
1999 of $21,023 remained available to offset Company contributions.
-4-
<PAGE> 8
ALPHA TUBE CORPORATION
EMPLOYEES' 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AT DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
Contributions are subject to certain limitations as defined by the
Internal Revenue Code.
DISTRIBUTIONS AND WITHDRAWALS
In the event of retirement, death, disability, or termination of
employment for any other reason, a participant's vested interest in the
Plan may be distributed in a lump-sum payment. Distributions are made in
cash except that participants may elect to receive the portion invested
in the Master Trust in whole shares of Acme common stock.
LOANS
Any participant may take a loan from the portion of their account
attributable to their voluntary pre-tax contributions. Loans must be a
minimum of $1,000, with a maximum of the lesser of 50% of the vested
portion of the participant's accounts or $50,000 reduced by the highest
outstanding loan balance in his or her account for the prior twelve month
period. Loan terms generally do not exceed five years, but loans for the
purchase of a principal residence may have terms up to ten years. Each
loan bears an interest rate which is commensurate with current market
rates.
TERMINATION OF THE PLAN
The Company anticipates and believes that the Plan will continue without
interruption, but reserves the right to discontinue the Plan at any time.
Upon termination or partial termination of the Plan, the balance of the
participants' accounts shall become fully vested and nonforfeitable, and
the Administrative Committee shall direct the Trustee in the method and
manner of distribution of the Plan assets to participants or their
beneficiaries.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared on the accrual basis of
accounting. Distributions to participants, however, are recorded when
paid. Participant distributions payable at year end are not presented as
a liability in the statement of net assets available for plan benefits or
as a distribution to participants in the statement of changes in net
assets available for plan benefits in accordance with accounting
principles generally accepted in the United States (see Note 3).
VALUATION OF INVESTMENTS
All investments, with the exception of participant loans, are presented
at fair value based upon published market quotations. Loans receivable
from participants are recorded at historical value, which is considered
to approximate fair value. Some assets of the Plan are held in the Master
Trust. Ownership of units of participation in the Master Trust entitles
the Plan to an undivided interest in the assets of the Master Trust and
in the earnings and losses thereof. See Note 5 for a general description
of the Master Trust and Note 6 for financial information related to the
Master Trust.
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
The Plan presents in the statement of changes in net assets available for
plan benefits the net depreciation in the fair value of its investments
which consists of the realized gains and losses and the unrealized
appreciation (depreciation) on those investments.
-5-
<PAGE> 9
ALPHA TUBE CORPORATION
EMPLOYEES' 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AT DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Purchases and sales of securities, including related gains and losses,
are recorded as of the transaction date. The cost of securities sold is
determined on an average cost basis. Realized gains and losses on the
sale of investments are calculated as sales proceeds less the current
value as of the beginning of the year (or acquisition cost if acquired
during the year). Unrealized appreciation and depreciation of investments
is calculated as the current value of investments held at the end of the
year less their current value at the beginning of the year (or
acquisition cost if acquired during the year).
ADMINISTRATIVE EXPENSES
In accordance with the Plan agreement, investment related expenses are
paid from Plan assets and are included in the accompanying financial
statements as an adjustment to the basis of securities purchased and
sold. All other administrative expenses are paid by the Company.
USE OF ESTIMATES
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States requires the use of
estimates that affect the reported amounts of net assets available for
plan benefits at the date of the financial statements and the reported
amount of changes in net assets available for plan benefits during the
reporting period. Actual results could differ from these estimates.
3. BENEFIT OBLIGATIONS
There were no outstanding benefit obligations for persons who had
withdrawn from participation in the Plan as of December 31, 1999 and
1998.
4. SIGNIFICANT INVESTMENTS
Following are investments representing 5 percent or more of the Plan's
net assets available for plan benefits at December 31, 1999 and 1998.
<TABLE>
1999 1998
---- ----
<S> <C> <C>
Vanguard 500 Index Fund $2,514,921 $2,076,106
Vanguard Prime Money Market Fund 1,097,889 962,591
Vanguard PRIMECAP Fund 864,022 479,432
Vanguard Total Bond Market Index Fund 559,075 516,344
Loan Fund 307,480 258,952
</TABLE>
-6-
<PAGE> 10
ALPHA TUBE CORPORATION
EMPLOYEES' 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AT DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
5. GENERAL DESCRIPTION OF THE ACME STOCK FUND MASTER TRUST
Monies received from plans participating in the Master Trust are held and
administered by the Trustee. At December 31, 1998 the Master Trust
includes the assets of the Plan, the Acme Metals Employee Stock Ownership
Plan and the Acme Metals Incorporated Salaried Employees' Retirement
Savings Plan (the "SERSP"). At December 31, 1999 the Master Trust
includes the assets of the Plan and the SERSP. The Plan holds an
approximate 0.9% and 0.7% interest in the Master Trust assets as of
December 31, 1999 and 1998, respectively. Master Trust assets include
investments in 600,447 shares of Acme common stock with a market value of
$156,116.
The Trustee maintains separate accounting of all contributions,
distributions, and income and expenses of the Master Trust. The Trustee
credits to each participating plan's account units of participation in
the Master Trust. The value of units credited is equal to the value of
the Master Trust assets divided by the number of units.
6. ACME STOCK FUND MASTER TRUST
The Master Trust Statements of Net Assets Available for Benefits of
Participating Plans as of December 31, 1999 and 1998 are as follows:
<TABLE>
1999 1998
---- ----
<S> <C> <C>
Investments at market value:
Vanguard Prime Money Market Fund $244,021 $302,649
Acme common stock 156,116 245,942
-------- --------
Total Investments 400,137 548,591
Miscellaneous 1,203 5,941
-------- --------
Net assets available for benefits of
participating plans $401,340 $554,532
======== ========
</TABLE>
-7-
<PAGE> 11
ALPHA TUBE CORPORATION
EMPLOYEES' 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AT DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
The Master Trust Statement of Changes in Net Assets Available for
Benefits of Participating Plans for the year ended December 31, 1999 is
as follows:
<TABLE>
<S> <C>
1999
----
Investment income (loss):
Interest and dividends $ 27
Net depreciation in fair value of investments (25,521)
Contributions:
From participants -
From employer -
Distributions and withdrawals (90,798)
Loans to participants (384)
Loan payments -
Interfund transfers (36,516)
--------
Decrease in assets during year (153,192)
Net assets available for benefits of participating plans:
At beginning of year 554,532
--------
At end of year $ 401,340
========
</TABLE>
7. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated October 27, 1995 that the Plan is qualified in accordance
with the applicable sections of the Internal Revenue Code ("IRC"). The
Plan has been amended and restated since receiving the determination
letter. However, the Administrative Committee and the Company believe the
Plan is designed and is currently being operated in accordance with IRC
requirements. Therefore, no provision for income taxes has been included
in the Plan's financial statements.
8. RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by Vanguard Fiduciary
Trust Company ("Vanguard"). Vanguard acts as trustee for only those
investments as defined by the Plan. Transactions in such investments
qualify as party-in-interest transactions which are exempt from the
prohibited transaction rules under ERISA.
-8-
<PAGE> 12
ALPHA TUBE CORPORATION
EMPLOYEES' 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AT DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
9. SUBSEQUENT EVENT
As the result of a new labor agreement negotiated with the United
Steelworkers of America, who represent the hourly employees of the
Company, the Company's non-matching contribution to the Plan was
eliminated effective April 1, 2000. The Company now contributes to the
Steelworker Pension Trust, a multi-employer defined benefit plan.
The Company continues to make matching contributions to the Plan equal to
the participants' voluntary contributions in amounts up to 2.5% of
eligible earnings, as defined.
-9-
<PAGE> 13
SCHEDULE I
ALPHA TUBE CORPORATION
EMPLOYEES' 401(k) RETIREMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Identity of Issue Description of Investment Market Value
<S> <C> <C>
*Acme Stock Fund Master Trust Investment in master trust $ 3,580
*Vanguard Windsor Fund Registered investment co. 166,216
*Vanguard Prime Money Market Fund Registered investment co. 1,097,889
*Vanguard 500 Index Fund Registered investment co. 2,514,921
*Vanguard PRIMECAP Fund Registered investment co. 864,022
*Vanguard Asset Allocation Fund Registered investment co. 217,071
*Vanguard International Growth Fund Registered investment co. 53,392
*Vanguard Total Bond Market Index Fund Registered investment co. 559,075
*Participant Loans Participant loans with
interest rates ranging from
8.25% - 9.00% 307,480
---------
$5,783,646
=========
*Represents party in interest
</TABLE>
<PAGE> 14
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-38747) of Acme Metals Incorporated of our report
dated June 27, 2000 relating to the financial statements of Alpha Tube
Corporation Employees' 401(k) Retirement Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Chicago, Illinois
June 27, 2000
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
ALPHA TUBE CORPORATION
EMPLOYEE'S 401(k) RETIREMENT PLAN
/s/ Jerry F. Williams June 28, 2000
-----------------------------------------------------
Jerry F. Williams
Member of Administrative Committee for the Alpha Tube
Corporation Employees' Retirement Plan
