<PAGE>
As filed with the Securities and Exchange Commission on May 24, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
AND POST-EFFECTIVE AMENDMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
AK STEEL HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 31-1401455
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or No.)
Organization)
703 Curtis Street
Middletown, Ohio 45043
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
AK STEEL HOLDING CORPORATION
1994 STOCK INCENTIVE PLAN
(Full Title of Plan)
Randall F. Preheim
Vice President, General Counsel and Secretary
AK Steel Holding Corporation
703 Curtis Street
Middletown, Ohio 45043
513-425-5000
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Stephen H. Cooper, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Registered Offering Price Per Aggregate Offering Amount
to be Registered Share Price of Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,600,000 shares (1) $42.38 (2) $67,808,000 (2) $23,383
<FN>
(1) Represents the increase in the total number of shares reserved for issuance under the Registrant's 1994 Stock
Incentive Plan, as amended effective May 15, 1996. An aggregate of 2,300,000 shares was previously registered under
cover of Registration Statement No. 33-84578. This Registration Statement also covers such indeterminate number of
additional shares as may be issued pursuant to the antidilution provisions of the 1994 Stock Incentive Plan.
(2) Estimated solely for purposes of determining the registration fee pursuant to Rule 457 under the Securities Act of
1933 based upon the average of the high and low prices of the Registrant's Common Stock as reported on the New York
Stock Exchange Composite tape on May 23, 1996.
</TABLE>
------------------
Pursuant to Rule 429 under the Securities Act of 1933, the Reoffer Prospectus
included in this Registration Statement is a combined prospectus and relates to
the 1,600,000 shares covered hereby and the 2,300,000 shares previously
registered under cover of Registration Statement No. 33-84578. This
Registration Statement also constitutes Post-Effective Amendment No. 3 to
Registration Statement No. 33-84578.<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this
Part I will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Those documents are not required to be and are not
filed with the Securities and Exchange Commission (the "Commission"),
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. Those documents and the
documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of Form S-8, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
The following reoffer prospectus filed as part of this
Registration Statement has been prepared in accordance with the
requirements of Part I of Form S-3 and, pursuant to General
Instruction C of Form S-8, may be used for reofferings and resales of
shares of Common Stock acquired by the persons named therein upon the
exercise of options or the vesting of restricted stock awards granted
under the AK Steel Holding Corporation 1994 Stock Incentive Plan, as
amended.
<PAGE>
<PAGE>
REOFFER PROSPECTUS
AK STEEL HOLDING CORPORATION
3,142,910 Shares of Common Stock under the
AK Steel Holding Corporation
1994 Stock Incentive Plan
Certain directors and executive officers of AK Steel Holding
Corporation, a Delaware corporation (the "Company"), who may be deemed
"affiliates" of the Company as defined in Rule 405 under the
Securities Act of 1933, as amended, may offer and sell from time to
time shares of the Company's Common Stock, par value $.01 per share,
that may be acquired by such persons pursuant to the AK Steel Holding
Corporation 1994 Stock Incentive Plan (the "1994 Plan"). Such offers
and sales will be made pursuant to this Reoffer Prospectus, copies of
which have been filed with the New York Stock Exchange (the "NYSE").
Persons offering and selling shares of Common Stock pursuant to this
Reoffer Prospectus are referred to herein as the "Selling
Stockholders."
Shares of Common Stock may be sold from time to time by a
Selling Stockholder directly to purchasers. Alternatively, a Selling
Stockholder may sell shares of Common Stock in one or more
transactions (including block transactions) on the NYSE, in
transactions occurring in the public market off the NYSE, in
separately negotiated transactions or in a combination of such
transactions. Each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices. Shares
may be sold by Selling Stockholders through brokers acting on behalf
of such Selling Stockholders or to dealers for resale by such dealers,
and in connection with such sales, such brokers or dealers may receive
compensation in the form of discounts or commissions from such Selling
Stockholders and/or the purchasers of such shares for whom they may
act as broker or agent (which discounts or commissions are not
anticipated to exceed those customary in the types of transactions
involved). In addition, any shares covered by this Prospectus that
qualify for sale pursuant to Rule 144 under the Securities Act may be
sold under Rule 144 rather than pursuant to this Prospectus.
All expenses of registration incurred in connection with
this offering are being borne by the Company, but all brokerage
commissions and other selling expenses incurred by a Selling
Stockholder will be borne by such Selling Stockholder. The Company
will not be entitled to any of the proceeds from any sales of Common
Stock by the Selling Stockholders, although the Company will receive
payment upon exercise of any options under which shares of Common
Stock are acquired for cash by a Selling Stockholder.
The Common Stock is listed for trading on the NYSE under the
symbol "AKS". On May 23, 1996, the closing price of the Common Stock
as reported on the NYSE Composite Tape was $42-3/4 per share.
----------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR
ANY SUPPLEMENT HERETO. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------------------
The date of this Reoffer Prospectus is May 24, 1996
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information with
the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices
located at the Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
This Prospectus constitutes a part of a Registration
Statement on Form S-8 filed by the Company with the Commission under
the Securities Act (together with all amendments and exhibits thereto,
the "Registration Statement"). This Prospectus omits certain of the
information contained in the Registration Statement in accordance with
the rules and regulations of the Commission. Reference is hereby made
to the Registration Statement and related exhibits for further
information with respect to the Company and the shares of Common
Stock. Statements contained herein concerning the provisions of any
document are not necessarily complete and, in each instance, reference
is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each
such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this
Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-13696);
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 (File No. 1-13696);
(c) the Company's Current Reports on Form 8-K dated February 5,
1996, April 15, 1996 and May 15, 1996 (File No. 1-13696);
and
(d) the Company's Registration Statement on Form 8-A with
respect to registration of the Common Stock under Section
12(b) of the Exchange Act (File No. 1-13696).
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold
or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not
2
<PAGE>
<PAGE>
be deemed, except as so modified or superseded, to constitute a part
of this Prospectus. All information appearing in this Prospectus is
qualified in its entirety by the information and financial statements
(including notes thereto) appearing in the documents incorporated
herein by reference, except to the extent set forth in the immediately
preceding statement.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all documents incorporated by
reference into this Prospectus except the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to AK
Steel Holding Corporation, 703 Curtis Street, Middletown, Ohio, 45043
(telephone number (513) 425-5000), attention: Corporate Secretary.
3
<PAGE>
<PAGE>
THE COMPANY
The Company is the sixth largest integrated steel producer
in the United States in terms of production and shipments, based on
publicly available data compiled by the Company. It manufactures
primarily low carbon flat-rolled steel, the largest segment of the
domestic steel market. The Company concentrates on the production of
custom-engineered grades, and value-added applications, of hot-rolled
steel and coated and uncoated cold-rolled steel for sale to the
automotive, appliance and manufacturing markets, as well as to the
construction industry and independent steel distributors and service
centers.
The Company is a Delaware corporation. Its principal
executive office is located at 703 Curtis Street, Middletown, Ohio
45043, and its telephone number at that address is (513) 425-5000.
4
<PAGE>
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth (a) the name and position or
positions with the Company and/or its subsidiaries of each Selling
Stockholder; (b) the number of shares of Common Stock beneficially
owned (as such term is defined in Rule 13d-3 under the Exchange Act)
by each Selling Stockholder as of May 17, 1996; (c) the number of
shares of Common Stock that each Selling Stockholder may offer for
sale from time to time pursuant to this Prospectus, whether or not
such Selling Stockholder has a present intention to do so; and (d) the
number of shares of Common Stock to be beneficially owned by each
Selling Stockholder following the sale of all shares that may be so
offered, assuming no other change in the beneficial ownership of the
Company's Common Stock by such Selling Stockholder after May 17, 1996.
After the completion of such sales, no Selling Stockholder will own
more than one percent of the Company's outstanding Common Stock. This
Reoffer Prospectus may be amended or supplemented from time to time to
add or delete one or more persons to or from the list of Selling
Stockholders.
<TABLE>
<CAPTION>
Name and Principal Shares
Position With Beneficially Shares Offered Shares Beneficially
The Company Owned for Sale(1) Owned after Sale
------------------ ------------ ---------------- -------------------
<S> <C> <C> <C>
Thomas C. Graham 389,796(2) 250,000 139,796
Chairman of the Board
Richard M. Wardrop, Jr. 137,500 70,000 67,500
President and Chief Executive
Officer
Mark G. Essig 41,000 10,000 31,000
Executive Vice President -
Commercial
Edward L. Hare 14,084 5,334 8,750
Vice President - Financial
Planning and Analysis
Donald B. Korade 3,500 -0- 3,500
Controller
Gary L. Melampy 18,585 5,335 13,250
Vice President - Employee
Relations
Ronald S. Mulhauser 19,334 5,334 14,000
Vice President - Purchasing
and Transportation
Richard E. Newsted 41,001 20,001 21,000
Senior Vice President and
Chief Financial Officer
Randall F. Preheim 29,417 6,667 22,750
Vice President, General
Counsel and Secretary
James W. Stanley 4,000 -0- 4,000
Vice President - Safety and Health
James L. Wainscott 13,000 4,000 9,000
Vice President and Treasurer
James F. Walsh 23,334 9,334 14,000
Vice President - Manufacturing
Lawrence V. Walsh 5,000 -0- 5,000
Vice President - Research and
Design Engineering
_____________________________
(Table continues on following page)
5<PAGE>
<PAGE>
<CAPTION>
Name and Principal Shares
Position With Beneficially Shares Offered Shares Beneficially
The Company Owned for Sale(1) Owned after Sale
------------------ ------------ ---------------- -------------------
<S> <C> <C> <C>
Allen Born 5,595 5,000 595
Director
John A. Georges 6,126 5,000 1,126
Director
Lawrence A. Leser 5,248 5,000 248
Director
Robert E. Northam 5,562 5,000 562
Director
Cyrus Tang 16,126 5,000 11,126
Director
<FN>
--------------
(1) Consists of shares underlying options that are currently exercisable or will become exercisable
within 60 days and shares that are the subject of restricted stock awards that will become vested
within 60 days.
(2) Does not include 150,673 restricted stock units that the Company may elect to satisfy through
delivery of cash or shares of Common Stock.
</TABLE>
PLAN OF DISTRIBUTION
The shares of Common Stock may be sold from time to time to
purchasers directly by any of the Selling Stockholders.
Alternatively, the Selling Stockholders may sell the shares of Common
Stock in one or more transactions (including block transactions) on
the NYSE, in sales occurring in the public market off the NYSE, in
separately negotiated transactions or in a combination of such
transactions. Each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices. Shares
may be sold by Selling Stockholders through brokers acting on behalf
of such Selling Stockholders or to dealers for resale by such dealers;
and in connection with such sales, such brokers or dealers may receive
compensation in the form of discounts or commissions from such Selling
Stockholders and/or the purchasers of such shares for whom they may
act as broker or agent (which discounts or commissions are not
anticipated to exceed those customary in the types of transactions
involved). In addition, any shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act may be
sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Stockholders and any dealer participating in the
distribution of any shares of Common Stock or any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to
be "underwriters" within the meaning of the Securities Act, in which
event any profit on the sale of any or all of the shares of Common
Stock by them and any discounts or commissions received by any such
brokers or dealers may be deemed to be underwriting discounts and
commissions under the Securities Act.
In order to comply with the securities laws of certain
states, if applicable, the shares will be sold only through registered
or licensed brokers or dealers. In addition, in certain states, the
shares may not be sold unless they have been registered or qualified
for sale in such state or an exemption from such registration or
qualification requirement is available and is complied with.
All expenses incurred in connection with registration of the
shares under the Securities Act are being borne by the Company, but
all brokerage commissions and other selling expenses incurred by a
Selling Stockholder will be borne by such Selling Stockholder. The
Company will not receive any proceeds from any sales of Common Stock
offered by Selling Stockholders pursuant to this Prospectus, although
the Company will receive payment upon the exercise of any options
under which shares of Common Stock are acquired by the Selling
Stockholders for cash.
6<PAGE>
<PAGE>
EXPERTS
The financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 have been audited by DELOITTE & TOUCHE LLP,
independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in
accounting and auditing.
7
<PAGE>
<PAGE>
============================== ==============================
NO DEALER, SALESMAN OR
OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED
IN THIS PROSPECTUS AND, IF AK Steel
GIVEN OR MADE, SUCH Holding
INFORMATION OR REPRESENTATION Corporation
MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE 3,142,910 Shares
SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON of
TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH Common Stock
JURISDICTION. NEITHER THE (par value $.01)
DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUM-
STANCES, CREATE ANY
IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF OR THAT THERE --------------------
HAS BEEN NO CHANGE IN THE P R O S P E C T U S
AFFAIRS OF THE COMPANY SINCE --------------------
SUCH DATE.
____________________
TABLE OF CONTENTS
Page
----
Available Information . . 2
Incorporation of Certain May 24, 1996
Documents by Reference. 2
The Company . . . . . . . 3
Selling Stockholders. . . 4
Plan of Distribution. . . 5
Experts . . . . . . . . . 6
============================== ==============================
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-13696);
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 (File No. 1-13696);
(c) the Company's Current Reports on Form 8-K dated February 5,
1996, April 15, 1996 and May 15, 1996 (File No. 1-13696);
and
(d) the Company's Registration Statement on Form 8-A with
respect to registration of the Common Stock under Section
12(b) of the Exchange Act (File No. 1-13696).
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment indicating that all securities
offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Generally, Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") permits a corporation to indemnify
certain persons made a party to an action, by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation or
enterprise. In the case of an action by or in the right of the
corporation, no indemnification may be made in respect of any matter
as to which that person was adjudged liable for negligence or
misconduct in the performance of that person's duty to the corporation
unless the Delaware Court of Chancery or the court in which
the action was brought determines that despite the adjudication of
liability that person is fairly and reasonably entitled to indemnity
for proper expenses. To the extent that person has been successful in
the defense of any matter, that person shall be indemnified against
expenses actually and reasonably incurred by him.
Section 102(b)(7) of the DGCL enables a Delaware corporation to
include a provision in its certificate of incorporation limiting a
director's liability to the corporation or its stockholders for
monetary damages for breaches of fiduciary duty as a director. The
Registrant has adopted a provision in its Certificate of Incorporation
that provides for indemnification of its officers and directors to the
full extent permitted under Delaware law.
II-1
<PAGE>
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4(a) Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1
(Registration Statement No. 33-74432)).
4(b) By-Laws of the Company, as amended (incorporated herein
by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration
Statement No. 33-74432)).
4(c) AK Steel Holding Corporation 1994 Stock Incentive Plan,
as amended effective May 15, 1996 (incorporated herein
by reference to Annex A to the Company's Proxy
Statement, dated April 8, 1996, for its 1996 Annual
Meeting of Stockholders).
5 Opinion of Weil, Gotshal & Manges LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5).
24 Powers of attorney of certain officers and directors of
the Company (included on the first signature page to
this Registration Statement).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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;
(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
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
II-2
<PAGE>
<PAGE>
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration
Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, 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 that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered hereby
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) 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 the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, 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 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director or officer or controlling person of the
Registrant 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, the
Registrant 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 of whether such indemnification
by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant 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
Middletown, State of Ohio, on May 24, 1996.
AK STEEL HOLDING CORPORATION
By: /s/ Richard M. Wardrop, Jr.
-------------------------------
Richard M. Wardrop, Jr.,
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Richard M.
Wardrop, Jr. and Donald B. Korade, and each of them, such person's
true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, in such person's place and stead in any
and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the
same with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as such
person might or could do in person, thereby ratifying and confirming
all that said attorneys-in-fact and agents, or either of them, or
their respective substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Post-Effective Amendment No. 3 to the Registration
Statement has been signed by the following persons in the capacities
and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas C. Graham Chairman of the Board May 24, 1996
--------------------------- of Directors
Thomas C. Graham
/s/ Richard M. Wardrop, Jr. President and Chief May 24, 1996
--------------------------- Executive Officer
Richard M. Wardrop, Jr. (principal executive
officer) and a Director
/s/ Richard E. Newsted Senior Vice President and May 24, 1996
--------------------------- Chief Financial Officer
Richard E. Newsted (principal financial officer)
/s/ Donald B. Korade Controller May 24, 1996
--------------------------- (principal accounting officer)
Donald B. Korade
Director
---------------------------
Allen Born
II-4
<PAGE>
<PAGE>
/s/ John A. Georges Director May 24, 1996
--------------------------
John A. Georges
Director
--------------------------
Dr. Bonnie Guiton Hill
/s/ Robert H. Jenkins Director May 24, 1996
--------------------------
Robert H. Jenkins
Director
--------------------------
Lawrence A. Leser
/s/ Robert E. Northam Director May 24, 1996
--------------------------
Robert E. Northam
/s/ Cyrus Tang Director May 24, 1996
--------------------------
Cyrus Tang
Director
--------------------------
James A. Thomson, Ph.D
II-5
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4(a) Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1
(Registration Statement No. 33-74432)).
4(b) By-Laws of the Company, as amended (incorporated herein
by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration
Statement No. 33-74432)).
4(c) AK Steel Holding Corporation 1994 Stock Incentive Plan,
as amended effective May 15, 1996 (incorporated herein
by reference to Annex A to the Company's Proxy
Statement, dated April 8, 1996, for its 1996 Annual
Meeting of Stockholders).
5 Opinion of Weil, Gotshal & Manges LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5).
24 Powers of attorney of certain officers and directors of
the Company (included on the first signature page to
this Registration Statement).
II-6
NYFS07...:\55\38055\0008\27\FRM5206P.350
<PAGE>
EXHIBIT 5
---------
WEIL, GOTSHAL & MANGES LLP
A Limited Liability Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
May 24, 1996
AK Steel Holding Corporation
703 Curtis Street
Middletown, Ohio 45043
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel to AK Steel Holding Corporation
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission of the Company's Registration
Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to an aggregate of
1,600,000 shares of the Company's Common Stock, $.01 par value (the
"Shares"), underlying grants of stock options and restricted stock
awards under the Company's 1994 Stock Incentive Plan, as amended May
15, 1996 (the "Plan").
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the
Registration Statement and such corporate records, agreements,
documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and
representatives as we have deemed relevant and necessary as a basis
for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to all questions of fact
material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers
and representatives of the Company.
<PAGE>
<PAGE>
AK Steel Holding Corporation
May 24, 1996
Page 2
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the Shares have been duly
authorized and, when issued, delivered and paid for in accordance with
the terms of the Plan, will be validly issued, fully paid and non-
assessable, and no personal liability will attach to the holders
thereof under the laws of the State of Delaware.
The opinions expressed herein are limited to the corporate
laws of the State of Delaware and the federal laws of the United
States, and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described above. We
hereby consent to the filing of this letter as an exhibit to the
Registration Statement. Except as stated in the preceding sentence,
the opinions expressed herein may not be used or relied upon by any
other person nor may this letter or any copies thereof be furnished to
a third party, filed with a governmental agency, quoted, cited or
otherwise referred to without our prior written consent.
Very truly yours,
WEIL, GOTSHAL AND MANGES LLP
NYFS07...:\55\38055\0008\27\LTR5216S.380
<PAGE>
Exhibit 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 and Post-Effective Amendment No. 3 to
Registration Statement No. 33-84578 on Form S-8 of AK Steel Holding
Corporation of our report dated January 23, 1996, appearing in the
Annual Report on Form 10-K of AK Steel Holding Corporation for the
year ended December 31, 1995, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of such
Registration Statement.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
May 24, 1996
