SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - September 15, 1997
(Date of Earliest Event Reported)
AK STEEL HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Commission File No. 1-13696
Delaware 31-1401455
- ------------------------ -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
703 Curtis Street, Middletown, Ohio 45043
- ------------------------------------ -------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (513) 425-5000
<PAGE>
Item 5. Other Events
- ------ ------------
Effective September 15, 1997, The Fifth Third Bank, Cincinnati, Ohio,
has succeeded The Bank of New York as (i) Transfer Agent and Registrar of, and
Dividends Disbursing Agent for, the outstanding Common Stock, $.01 par value,
and 7.00% Convertible Preferred Stock, Stock Appreciation Income Linked
Securities (SAILS) of AK Steel Holding Corporation (the "Company"), (ii) Rights
Agent with respect to the Company's outstanding Junior Preferred Stock Purchase
Rights under the Rights Agreement, dated as of January 23, 1996, between the
Company and the Rights Agent named therein and (iii) Trustee and Paying Agent
with respect to the outstanding 10 3/4% Senior Notes Due 2004 and 9 1/8% Senior
Notes Due 2006 of the Company's wholly-owned subsidiary, AK Steel Corporation.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
- ------ Information and Exhibits.
-----------------------------------------
(c) Exhibits.
4.1 Substitution of Successor Rights Agent and
Amendment No. 1, dated as of September 15,
1997, to Rights Agreement, dated as of
January 23, 1996, between AK Steel Holding
Corporation and The Fifth Third Bank, as
successor Rights Agent named therein.
4.2 Instrument of Resignation, Appointment and
Acceptance, dated as of September 15, 1997,
among AK Steel Corporation, as issuer, AK
Steel Holding Corporation, as guarantor, The
Bank of New York, as resigning Trustee, and
The Fifth Third Bank, as successor Trustee,
relating to AK Steel Corporation's 10-3/4%
Senior Notes due 2004.
4.3 Instrument of Resignation, Appointment and
Acceptance, dated as of September 15, 1997,
among AK Steel Corporation, as issuer, AK
Steel Holding Corporation, as guarantor, The
Bank of New York, as resigning Trustee, and
The Fifth Third Bank, as successor Trustee,
relating to AK Steel Corporation's 9-l/8%
Senior Notes due 2006.
99.1 Press Release, dated September 15, 1997.
2
<PAGE>
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.
AK STEEL HOLDING CORPORATION
By /s/ Richard E. Newsted
--------------------------
Name: Richard E. Newsted
Title: Executive Vice President,
Chief Financial Officer
September 15, 1997
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ---------- -----------
4.1 Substitution of Successor Rights Agent and
Amendment No. 1, dated as of September 15,
1997, to Rights Agreement, dated as of
January 23, 1996, between AK Steel Holding
Corporation and The Fifth Third Bank, as
successor Rights Agent named therein.
4.2 Instrument of Resignation, Appointment and
Acceptance, dated as of September 15, 1997,
among AK Steel Corporation, as issuer, AK
Steel Holding Corporation, as guarantor, The
Bank of New York, as resigning Trustee, and
The Fifth Third Bank, as successor Trustee,
relating to AK Steel Corporation's 10-3/4%
Senior Notes due 2004.
4.3 Instrument of Resignation, Appointment and
Acceptance, dated as of September 15, 1997,
among AK Steel Corporation, as issuer, AK
Steel Holding Corporation, as guarantor, The
Bank of New York, as resigning Trustee, and
The Fifth Third Bank, as successor Trustee,
relating to AK Steel Corporation's 9-l/8%
Senior Notes due 2006.
99.1 Press Release, dated September 15, 1997.
EXHIBIT 4.1
SUBSTITUTION OF SUCCESSOR RIGHTS AGENT
AND AMENDMENT NO. 1 TO RIGHTS AGREEMENT
SUBSTITUTION OF SUCCESSOR RIGHTS AGENT AND AMENDMENT NO. 1 (this
"Amendment"), dated as of September 15, 1997, to that certain RIGHTS AGREEMENT
(the "Rights Agreement"), dated as of January 23, 1996, between AK Steel Holding
Corporation, a Delaware corporation (the "Company"), and The Fifth Third Bank,
an Ohio banking association with its principal place of business at 38 Fountain
Square Plaza, Cincinnati, Ohio 45263 ("Fifth Third").
W I T N E S S E T H:
WHEREAS, as of January 23, 1996, the Company and The Bank of New York
("BONY") entered into a Rights Agreement relating to the Company's outstanding
Series A Junior Preferred Stock purchase rights; and
WHEREAS, pursuant to Section 21 of the Rights Agreement, BONY has
resigned as Rights Agent under the Rights Agreement effective as of the date
hereof; and
WHEREAS, the Company has appointed Fifth Third as successor Rights
Agent under the Rights Agreement, and Fifth Third has agreed to accept such
appointment as of the date hereof;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Successor Rights Agent. Effective as of September 15, 1997, Fifth
Third shall serve as Rights Agent under the Rights Agreement, as successor to
BONY, and from and after that date shall be vested with the same powers, rights,
duties and responsibilities, without further act or deed, as if it had been
originally named as Rights Agent as of January 23, 1996. Notices to Fifth Third
with respect to its responsibilities under the Rights Agreement shall be mailed
to:
The Fifth Third Bank
Number 1090D2
38 Fountain Square Plaza
Cincinnati, Ohio 45202
2. Amendments. (a) The second sentence of Section 3(c) of the Rights
Agreement is hereby amended to read in its entirety as follows:
"Certificates for Common Stock (including, without limitation,
certificates issued upon original issuance, disposition from the
Company's treasury or transfer or exchange of Common Stock) after the
Record Date but prior to the earliest of the Distribution Date, the
Expiration Date, or the Final Expiration Date (or, in certain
circumstances as provided in Section 22 hereof, after the Distribution
Date) shall have impressed, printed, written or stamped thereon or
otherwise affixed thereto the following legend:
This certificate also evidences and entitles the
holder hereof to the same number of Rights (subject to
adjustment) as the number of shares of Common Stock
represented by this certificate, such Rights being on the
terms provided under the Rights Agreement between AK Steel
Holding Corporation and Fifth Third Bank (the "Rights Agent"),
as it may be amended from time to time (the "Rights
Agreement"), the terms of which are incorporated herein by
reference and a copy of which is on file at the principal
executive offices of AK Steel Holding Corporation. Under
certain circumstances, as set forth in the Rights Agreement,
such Rights shall be evidenced by separate certificates and
shall no longer be evidenced by this certificate. AK Steel
Holding Corporation shall mail to the registered holder of
this certificate a copy of the Rights Agreement without charge
within five days after receipt of a written request therefor.
Under certain circumstances as provided in Section 7(e) of the
Rights Agreement, Rights issued to or Beneficially Owned by
Acquiring Persons or their Affiliates or Associates (as such
terms are defined in the Rights Agreement) or any subsequent
holder of such Rights shall be null and void and may not be
transferred to any Person.
(b) Section 20(e) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"(e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Rights Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights Agent)
or in respect of the validity or execution of any Right Certificate
(except its countersignature thereof); nor shall it be responsible for
any breach by the Company of any covenant condition contained in this
Rights Agreement or in any Right Certificate; nor shall it be
responsible for any change in the exercisability of the Rights
(including the Rights becoming void pursuant to Section 7(e) hereof) or
adjustment required under the provisions of Section 11 or Section 13
hereof or any other provision hereof or responsible for the manner,
method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after
receipt by the Rights Agent of the certificate describing any such
adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of
any shares of Preferred Stock or any other securities to be issued
pursuant to this Rights Agreement or any Right Certificate or as to
whether any shares of Preferred Stock or any other securities
<PAGE>
will, when issued, be validly authorized and issued, fully paid and
nonassessable."
(c) The last period in Section 20(g) of the Rights Agreement is hereby
deleted and the following language is hereby added thereafter:
"or for any delay in acting while waiting for those instructions. Any
application by the Rights Agent for written instructions from the
Company may, at the option of the Rights Agent, set forth in writing a
request for instructions with regard to any action proposed to be taken
or omitted by the Rights Agent under this Rights Agreement and the date
on and/or after which such action shall be taken or such omission shall
be effective. The Rights Agent shall not be liable for any action taken
by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than five Business Days after
the date any such officer of the Company actually receives such
application), unless prior to taking any such action (or the effective
date in the case of an omission), the Rights Agent shall have received
written instructions from the Company in response to such application
with regard to the action to be taken or omitted."
(d) The first sentence of Exhibit A to the Rights Agreement is hereby
amended to read as follows:
"This certifies that _________________________, or registered
assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement dated as of January
23, 1996, as such agreement has been and may be amended from time to
time (the "Rights Agreement"), between AK Steel Holding Corporation, a
Delaware corporation (the "Company"), and Fifth Third Bank, an Ohio
banking association (the "Rights Agent," which term shall include any
successor Rights Agent under the Rights Agreement), to purchase from
the Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to 5:00 P.M. (New York City
time) on January 23, 2006 at the office of the Rights Agent designated
in the Rights Agreement for such purpose, or its successor as Rights
Agent, in [City], [State], one one-hundredth (1/100) of a fully paid
nonassessable share of Series A Junior Preferred Stock (the "Preferred
Stock"), of the Company at a purchase price of $130, as the same may
from time to time be adjusted in accordance with the Rights Agreement
(the "Exercise Price"), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase attached hereto and
duly executed."
2
<PAGE>
3. Miscellaneous. (a) Upon the effectiveness of this Amendment, each
reference in the Rights Agreement to "this agreement," "hereunder," "hereof,"
"herein," or words of like import, shall mean and be a reference to the Rights
Agreement as amended hereby.
(b) This Amendment will be binding upon and inure to the benefit of the
Company, Fifth Third and to their respective successors and assigns.
(c) This Amendment may not be changed orally, but only by an agreement
in writing as signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.
(d) This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, without giving effect to the
provisions, policies or principles thereof respecting conflict or choice of
laws.
(e) This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one instrument.
IN WITNESS WHEREOF, Fifth Third and the Company have duly executed this
Amendment as of the date first above written.
THE FIFTH THIRD BANK
By: /s/ Dana Hushak
--------------------------------------
Dana Hushak
AK STEEL HOLDING CORPORATION
By: /s/ Richard E. Newsted
---------------------------------
Richard E. Newsted
Executive Vice President, Chief
Financial Officer
3
EXHIBIT 4.2
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as
September 15, 1997, among AK Steel Corporation (the "Issuer"), a corporation
duly organized and existing under the laws of the State of Delaware, AK Steel
Holding Corporation (the "Holding Company"), a corporation duly organized and
existing under the laws of the State of Delaware, The Bank of New York, a New
York banking corporation (the "Resigning Trustee"), and The Fifth Third Bank, an
Ohio banking corporation ("Fifth Third");
WHEREAS, the Issuer has issued $325,000,000 aggregate principal amount
of its 10-3/4% Senior Notes due 2004 (the "Notes"), under an Indenture dated as
of April 1, 1994 (the "Indenture"), between the Issuer, the Holding Company, as
guarantor, and the Resigning Trustee; and
WHEREAS, Section 7.8 of the Indenture provides that the Trustee may at
any time resign by giving written notice thereof to the Issuer of the Notes then
outstanding; and
WHEREAS, the Resigning Trustee represents that it has given such
notice, a form of which is annexed hereto as Exhibit A; and
WHEREAS, Section 7.8 of the Indenture further provides that, if the
Trustee shall resign, the Issuer shall appoint a successor Trustee; and
WHEREAS, the Issuer, by a resolution adopted by its Board of Directors
on July 17, 1997, authorized the appointment of Fifth Third as successor
Trustee, such appointment to become effective as of the date hereof upon the
execution and delivery of this Instrument by all the parties hereto; and
WHEREAS, Section 7.8 of the Indenture provides that the successor
Trustee appointed as provided therein shall execute, acknowledge and deliver to
its predecessor Trustee and to the Issuer, an instrument in writing accepting
such appointment and thereupon such successor Trustee without any further act
shall become fully vested with all the rights, powers, trusts, duties and
obligations of its predecessor; and
WHEREAS, no successor Trustee shall accept such appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under the provisions of Section 7.10 of the Indenture; and
WHEREAS, Fifth Third is qualified, eligible and willing to
accept such appointment as successor Trustee;
<PAGE>
NOW THEREFORE, THIS INSTRUMENT OF RESIGNATION, APPOINTMENT, AND
ACCEPTANCE, WITNESSETH: that for and in consideration of the premises and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is hereby covenanted, declared and decreed by the
Issuer, the Holding Company, the Resigning Trustee and Fifth Third as follows:
1. The resignation of the Resigning Trustee as Trustee and its
discharge from the trust created by the Indenture shall be effective as of the
date hereof upon the execution and delivery of this Instrument by all the
parties hereto.
2. The Issuer, in the exercise of the authority vested in it
pursuant to Section 7.8 of the Indenture, hereby accepts the resignation of the
Resigning Trustee and appoints Fifth Third as successor Trustee with all the
properties, rights, powers and duties under the Indenture, such appointment to
be effective as of the date hereof upon the execution and delivery of this
Instrument by all the parties hereto.
3. Fifth Third hereby represents that it is qualified and
eligible under the provisions of Section 7.10 of the Indenture to be appointed
successor Trustee and hereby accepts its appointment as successor Trustee,
pursuant to Section 7.8 of the Indenture, effective as of the date hereof upon
the execution and delivery of this Instrument by all parties hereto, and hereby
assumes the rights, powers and duties of the Trustee under the Indenture,
subject to all terms and provisions therein contained.
4. The Resigning Trustee hereby grants, gives, bargains,
sells, remises, releases, conveys, confirms, assigns, transfers, and sets over
to Fifth Third, as such successor Trustee, and its successors and assigns, all
properties, rights, powers, trusts, duties and obligations under the Indenture,
subject to the lien provided for in Section 7.7 thereof; and the Resigning
Trustee does hereby duly assign, transfer and deliver all property, securities
and moneys held by Resigning Trustee as Trustee to Fifth Third as successor
Trustee. The Issuer and the Holding Company, for the purpose of more fully and
certainly vesting in and confirming to Fifth Third, as such successor Trustee,
said properties, rights, powers and duties, and at the request of Fifth Third,
join in the execution hereof.
5. The Resigning Trustee hereby represents and warrants to
Fifth Third that:
2
<PAGE>
a. No covenant or condition contained in the
Indenture has been waived by the Resigning Trustee or by the
Noteholders of the percentage in aggregate principal amount of
the Notes required by the Indenture to effect any such waiver.
b. There is no action, suit or proceeding pending
or, to the best knowledge of the Resigning Trustee,
threatened against the Resigning Trustee before any court
or governmental authority arising out of any action or
omission by the Resigning Trustee as Trustee under the
Indenture.
6. This Instrument may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
7. Each of the Issuer, the Holding Company, the Resigning
Trustee and Fifth Third acknowledges receipt of an executed counterpart of this
Instrument.
8. Unless otherwise defined herein, all terms used herein
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
9. This Instrument shall be governed by and construed in
accordance with the laws of the State of New York.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Instrument of Resignation, Appointment and Acceptance to be duly executed all as
of the day and year first above written.
AK STEEL CORPORATION,
as Issuer
By: /s/ Richard E. Newsted
--------------------
Attest: Name: Richard E. Newsted
Title: Executive Vice
President, Chief
/s/ Donald B. Korade Financial Officer
- ---------------------
AK STEEL HOLDING CORPORATION,
as Guarantor
By: /s/ Richard E. Newsted
---------------------
Attest: Name: Richard E. Newsted
Title: Executive Vice
President, Chief
/s/ Donald B. Korade Financial Officer
- ---------------------
THE BANK OF NEW YORK,
as Resigning Trustee
By: /s/ W.T. Cunningham
--------------------
Attest: Name: W.T. Cunningham
Title: Vice President
/s/ Suzanne J. MacDonald
- -------------------------
THE FIFTH THIRD BANK,
as Successor Trustee
By: /s/ Kerry Byrne
-------------------
Attest: Name: Kerry Byrne
Title: Vice President
/s/ Thomas P. Huelsman
- -----------------------
4
<PAGE>
Exhibit A
[THE BANK OF NEW YORK LETTERHEAD]
_________ __, 1997
AK Steel Corporation
AK Steel Holding Corporation
703 Curtis Street
Middletown, Ohio 45043
Attn: John G. Hritz, Esq.
Re: Resignation as Trustee
Dear Mr. Hritz:
Reference is hereby made to that certain Indenture, dated as
of April 1, 1994, as amended and supplemented, among AK Steel Corporation (the
"Company"), AK Steel Holding Corporation and The Bank of New York, as Trustee,
relating to the Company's 10-3/4% Senior Notes Due 2004 (the "Indenture").
Please be advised that pursuant to Section 7.8 of the Indenture, The Bank of New
York hereby resigns as Trustee thereunder. This resignation shall become
effective upon the receipt by the undersigned of the written acceptance of
appointment of a successor Trustee. Upon receipt of such acceptance of
appointment, the undersigned shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in Section
7.7 of the Indenture.
Please acknowledge your receipt and acceptance of this letter
of resignation by signing and returning to the undersigned the enclosed copy of
this letter.
Very truly yours,
THE BANK OF NEW YORK
By:________________________
Name:
Title:
ACKNOWLEDGED AND ACCEPTED as of the date above:
AK STEEL CORPORATION AK STEEL HOLDING CORPORATION
By:____________________ By:_________________________
Name: Name:
Title: Title:
5
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EXHIBIT 4.3
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as
September 15, 1997, among AK Steel Corporation (the "Issuer"), a corporation
duly organized and existing under the laws of the State of Delaware, AK Steel
Holding Corporation (the "Holding Company"), a corporation duly organized and
existing under the laws of the State of Delaware, The Bank of New York, a New
York banking corporation (the "Resigning Trustee"), and The Fifth Third Bank, an
Ohio banking corporation ("Fifth Third");
WHEREAS, the Issuer has issued $550,000,000 aggregate principal amount
of its 9-1/8% Senior Notes due 2006 (the "Notes"), under an Indenture dated as
of December 17, 1996 (the "Indenture"), between the Issuer, the Holding Company,
as guarantor, and the Resigning Trustee; and
WHEREAS, Section 7.8 of the Indenture provides that the Trustee may at
any time resign by giving written notice thereof to the Issuer of the Notes then
outstanding; and
WHEREAS, the Resigning Trustee represents that it has given such
notice, a form of which is annexed hereto as Exhibit A; and
WHEREAS, Section 7.8 of the Indenture further provides that, if the
Trustee shall resign, the Issuer shall appoint a successor Trustee; and
WHEREAS, the Issuer, by a resolution adopted by its Board of Directors
on July 17, 1997, authorized the appointment of Fifth Third as successor
Trustee, such appointment to become effective as of the date hereof upon the
execution and delivery of this Instrument by all the parties hereto; and
WHEREAS, Section 7.8 of the Indenture provides that the successor
Trustee appointed as provided therein shall execute, acknowledge and deliver to
its predecessor Trustee and to the Issuer, an instrument in writing accepting
such appointment and thereupon such successor Trustee without any further act
shall become fully vested with all the rights, powers, trusts, duties and
obligations of its predecessor; and
WHEREAS, no successor Trustee shall accept such appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under the provisions of Section 7.10 of the Indenture; and
WHEREAS, Fifth Third is qualified, eligible and willing to
accept such appointment as successor Trustee;
<PAGE>
NOW THEREFORE, THIS INSTRUMENT OF RESIGNATION, APPOINTMENT, AND
ACCEPTANCE, WITNESSETH: that for and in consideration of the premises and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is hereby covenanted, declared and decreed by the
Issuer, the Holding Company, the Resigning Trustee and Fifth Third as follows:
1. The resignation of the Resigning Trustee as Trustee and its
discharge from the trust created by the Indenture shall be effective as of the
date hereof upon the execution and delivery of this Instrument by all the
parties hereto.
2. The Issuer, in the exercise of the authority vested in it
pursuant to Section 7.8 of the Indenture, hereby accepts the resignation of the
Resigning Trustee and appoints Fifth Third as successor Trustee with all the
properties, rights, powers and duties under the Indenture, such appointment to
be effective as of the date hereof upon the execution and delivery of this
Instrument by all the parties hereto.
3. Fifth Third hereby represents that it is qualified and
eligible under the provisions of Section 7.10 of the Indenture to be appointed
successor Trustee and hereby accepts its appointment as successor Trustee,
pursuant to Section 7.8 of the Indenture, effective as of the date hereof upon
the execution and delivery of this Instrument by all parties hereto, and hereby
assumes the rights, powers and duties of the Trustee under the Indenture,
subject to all terms and provisions therein contained.
4. The Resigning Trustee hereby grants, gives, bargains,
sells, remises, releases, conveys, confirms, assigns, transfers, and sets over
to Fifth Third, as such successor Trustee, and its successors and assigns, all
properties, rights, powers, trusts, duties and obligations under the Indenture,
subject to the lien provided for in Section 7.7 thereof; and the Resigning
Trustee does hereby duly assign, transfer and deliver all property, securities
and moneys held by Resigning Trustee as Trustee to Fifth Third as successor
Trustee. The Issuer and the Holding Company, for the purpose of more fully and
certainly vesting in and confirming to Fifth Third, as such successor Trustee,
said properties, rights, powers and duties, and at the request of Fifth Third,
join in the execution hereof.
5. The Resigning Trustee hereby represents and warrants to
Fifth Third that:
2
<PAGE>
a. No covenant or condition contained in the
Indenture has been waived by the Resigning Trustee or by the
Noteholders of the percentage in aggregate principal amount of
the Notes required by the Indenture to effect any such waiver.
b. There is no action, suit or proceeding
pending or, to the best knowledge of the Resigning
Trustee, threatened against the Resigning Trustee
before any court or governmental authority arising out
of any action or omission by the Resigning Trustee as
Trustee under the Indenture.
6. This Instrument may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
7. Each of the Issuer, the Holding Company, the Resigning
Trustee and Fifth Third acknowledges receipt of an executed counterpart of this
Instrument.
8. Unless otherwise defined herein, all terms used herein
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
9. This Instrument shall be governed by and construed in
accordance with the laws of the State of New York.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Instrument of Resignation, Appointment and Acceptance to be duly executed all as
of the day and year first above written.
AK STEEL CORPORATION,
as Issuer
By: /s/ Richard E. Newsted
--------------------
Attest: Name: Richard E. Newsted
Title: Executive Vice
President, Chief
/s/ Donald B. Korade Financial Officer
- ---------------------
AK STEEL HOLDING CORPORATION,
as Guarantor
By: /s/ Richard E. Newsted
---------------------
Attest: Name: Richard E. Newsted
Title: Executive Vice
President, Chief
/s/ Donald B. Korade Financial Officer
- ---------------------
THE BANK OF NEW YORK,
as Resigning Trustee
By: /s/ W.T. Cunningham
--------------------
Attest: Name: W.T. Cunningham
Title: Vice President
/s/ Suzanne J. MacDonald
- -------------------------
THE FIFTH THIRD BANK,
as Successor Trustee
By: /s/ Kerry Byrne
-------------------
Attest: Name: Kerry Byrne
Title: Vice President
/s/ Thomas P. Huelsman
- -----------------------
4
<PAGE>
Exhibit A
[THE BANK OF NEW YORK LETTERHEAD]
________ __, 1997
AK Steel Corporation
AK Steel Holding Corporation
703 Curtis Street
Middletown, Ohio 45043
Attn: John G. Hritz, Esq.
Re: Resignation as Trustee
Dear Mr. Hritz:
Reference is hereby made to that certain Indenture, dated as
of December 17, 1996, as amended and supplemented, among AK Steel Corporation
(the "Company"), AK Steel Holding Corporation and The Bank of New York, as
Trustee, relating to the Company's 9-1/8% Senior Notes Due 2006 (the
"Indenture"). Please be advised that pursuant to Section 7.8 of the Indenture,
The Bank of New York hereby resigns as Trustee thereunder. This resignation
shall become effective upon the receipt by the undersigned of the written
acceptance of appointment of a successor Trustee. Upon receipt of such
acceptance of appointment, the undersigned shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.7 of the Indenture.
Please acknowledge your receipt and acceptance of this letter
of resignation by signing and returning to the undersigned the enclosed copy of
this letter.
Very truly yours,
THE BANK OF NEW YORK
By:________________________
Name:
Title:
ACKNOWLEDGED AND ACCEPTED as of the date above:
AK STEEL CORPORATION AK STEEL HOLDING CORPORATION
By:____________________ By:_________________________
Name: Name:
Title: Title:
5
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NEWS RELEASE
CONTACTS:
Media - Alan H. McCoy, Vice President, Public Affairs (513) 425-2826
Investors - James L. Wainscott, Vice President & Treasurer (513) 425-5392
AK STEEL APPOINTS NEW STOCK TRANSFER AGENT AND NOTES TRUSTEE
MIDDLETOWN, OH, September 15, 1997 - AK Steel (NYSE:AKS) today announced the
appointment of The Fifth Third Bank, Cincinnati, Ohio, as successor transfer
agent and registrar for AK Steel's common and preferred equity securities, as
well as successor trustee for the company's 10 3/4% Senior Notes Due 2004 and 9
1/8% Senior Notes Due 2006. Fifth Third Bank will also serve as the disbursement
agent for dividend payments, paying agent for interest payments and as the agent
and plan administrator for AK Steel's dividend reinvestment plan.
AK Steel also announced that it has established a direct deposit
service for dividend and interest payments to its stockholders and noteholders.
AK Steel produces flat-rolled steel for automotive, appliance,
construction and manufacturing markets. The company employs about 5,800 people
in plants and offices in Middletown and Ashland, Kentucky.
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