<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report(Date of earliest event reported) October 13, 1997
----------------
AK STEEL HOLDING CORPORATION
- ----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE File No. 1-13696 31-1401455
- --------------- ----------------------- -------------
(State or other (Commission file number) (IRS employer
jurisdiction of identification
incorporation) number)
703 Curtis Street, Middletown, Ohio 45043
- ---------------------------------------- ---------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (513) 425-5000
-------------
Not Applicable
- ------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
------------
Filed herewith is a copy of a Press Release, dated
October 8, 1997, issued by AK Steel Holding Corporation (the "Company")
to announce its earnings for the three months and nine months ended
September 30, 1997. Included in the Press Release are statements of
operations and earnings per share data for the three months ended
September 30, 1997 and September 30, 1996 and the nine months ended
September 30, 1997 and September 30, 1996. All normal recurring
adjustments that are, in the opinion of management, necessary for a fair
presentation of the results of operations for the periods presented have
been included. The nature of the Company's business is such that the
results for any interim period are not necessarily indicative of the
results for a full year.
The Company also announced in a Press Release dated October 8,
1997, that its board of directors authorized a two-for-one common stock
split in the form of a stock dividend payable November 17, 1997, to
shareholders of record on October 21, 1997. Following the stock split
approximately 62 million common shares will be outstanding.
Item 7. Exhibits.
---------
(a) Financial Statements of business acquired:
Not applicable.
(b) Pro Forma financial information:
Not applicable.
(c) Exhibits:
(1) Press Release, dated October 8, 1997
(2) Press Release, dated October 8, 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 thereunto duly authorized.
AK STEEL HOLDING CORPORATION
/s/ John G. Hritz
---------------------------------
Vice President, General Counsel
and Secretary
Dated: October 13, 1997
3
<PAGE>
AK STEEL HOLDING CORPORATION
FORM 8-K
CURRENT REPORT
Exhibit Index
-------------
Exhibit No. Description Page
- ---------- ----------- ----
1 Press Release, dated October 13, 1997 5
2 Press Release, dated October 13, 1997 6
4
<PAGE>
EXHIBIT 1
NEWS RELEASE
AK Steel Earns $60 Operating Profit Per Ton in Third Quarter
of 1997; Authorizes Stock Split and 25% Dividend Increase
MIDDLETOWN, OH, October 8, 1997 -- AK Steel (NYSE: AKS) today
reported net income of $37.0 million, or $1.19 per fully diluted share
of common stock, for the third quarter of 1997. Operating profit, a key
industry measure, was $60 per ton in the quarter. Sales for the 1997
third quarter were $598.6 million.
"Continued strong demand for our value-added coated and cold-rolled
products resulted in another solid financial performance for AK Steel,"
said Richard M. Wardrop, Jr., chairman and chief executive officer.
"The outlook for the fourth quarter of 1997 and for the year 1998
continues to look very favorable, and AK Steel continues on a pace of
record automotive shipments and total shipments for the year 1997."
During the third quarter of 1997, construction of the company's new
finishing facility near Rockport, Indiana, continued on schedule and on
budget. The first operating unit scheduled for completion, a hot-dip
continuous galvanizing and galvannealing line, is expected to begin
initial production in the third quarter of 1998.
"Rockport Works is literally just around the corner and is a lot
closer than most people imagine," said Mr. Wardrop. "The construction
progress has been phenomenal, and we eagerly anticipate the production
of prime galvanized and galvannealed product in less than a year."
Board Approves Two-for-One Stock Split and 25% Common Stock
Dividend Increase
In a separate announcement today, the company also said its board of
directors approved a two-for-one common stock split in the form of a
stock dividend payable November 17, 1997, to shareholders of record on
October 21, 1997.
Following the stock split, approximately 62 million common shares
will be outstanding. The board of directors also approved a 25%
increase in common stock dividend to an annual indicated rate of $1.00
per share on a pre-split basis, equivalent to a $.50 per share post-
split annual dividend.
"The stock split, dividend increase and recently announced redemption
of all outstanding preferred shares demonstrate management's confidence
in AK Steel's future," said Mr. Wardrop. "Coupled with our ongoing
share repurchase program, industry-leading operating profit per ton over
what we expect to be the last 15 consecutive quarters and our belief
that Rockport Works will begin adding value to our company next year, we
are pleased to announce these actions designed to further enhance
shareholder value."
AK Steel produces low-carbon and stainless flat-rolled steel for
automotive, appliance, food and chemical processing, construction and
other markets. The company employs about 5,800 people in plants and
offices in Middletown, Ashland, Kentucky, and Rockport, Indiana.
<PAGE>
<TABLE>
AK Steel Statement of Income & Earnings Per Share Data
($ Millions except per share data)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Shipments (000 tons) 1,147 1,048 3,467 3,218
Net Sales $598.6 $559.3 $1,820.0 $1,693.6
Cost of Products Sold 482.3 440.3 1,463.9 1,341.3
Selling and Admin.
Expense 28.1 28.5 84.8 84.7
Depreciation 19.8 18.7 59.7 58.7
----- ----- ------- -------
Total Operating Costs 530.2 487.5 1,608.4 1,484.7
----- ----- ------- -------
Operating Profit 68.4 71.8 211.6 208.9
Interest Expense 18.7 9.5 59.8 28.4<PAGE>
Other Income 9.9 2.8 27.2 8.4
----- ----- ------- -------
Income Before Income
Taxes 59.6 65.1 179.0 188.9
Income Tax Provision 22.6 25.4 68.5 73.7
----- ----- ------- -------
Net Income 37.0 39.7 110.5 115.2
Less Preferred Stock
Dividends 2.5 2.6 7.7 8.5
----- ----- ------- -------
Net Income Applicable
to Common Stock $34.5 $37.1 $102.8 $106.7
<CAPTION>
Earnings Per Share Data
Three Months Ended September 30,
1997 1996
----------------- ----------------
Fully Fully
Primary Diluted Primary Diluted
------- ------- ------- -------
<S> <C> <C> <C> <C>
Earnings Per Share $ 1.27 $ 1.19 $ 1.40 $ 1.28
Weighted Average Shares
Outstanding (000) 27,050 31,147 26,586 30,925
Nine Months Ended
September 30,
1997 1996
---------------- ----------------
Fully Fully
Primary Diluted Primary Diluted
------- ------- ------- -------
<S> <C> <C> <C> <C>
Earnings Per Share $ 3.81 $ 3.55 $ 4.03 $ 3.71
Weighted Average Shares
Outstanding (000) 26,947 31,096 26,455 31,075
5
</TABLE>
<PAGE>
EXHIBIT 2
NEWS RELEASE
AK Steel Declares Two-for-One Common Stock Split and Dividend Increase
MIDDLETOWN, OH, October 8, 1997 -- AK Steel (NYSE: AKS) said today
its board of directors authorized a two-for-one common stock split in
the form of a stock dividend payable November 17, 1997, to shareholders
of record on October 21, 1997. Following the stock split, approximately
62 million common shares will be outstanding.
AK Steel's board also approved a 25% increase in the company's common
stock dividend, to an annual indicated rate of $1.00 per share on a
pre-split basis, equivalent to an indicated annual rate of $.50 per
share post-split. A post-split quarterly dividend of $.125 was
declared, payable on November 17, 1997, to shareholders of record on
October 21, 1997.
"The common stock split is yet another demonstration of our
confidence in the future of AK Steel," said Richard M. Wardrop, Jr.,
chairman and chief executive officer. "Since our initial public
offering on March 30, 1994, AK Steel's shareholders have benefited from
our company's industry-leading operating profit per ton, as well as our
common stock dividend and an aggressive and ongoing share repurchase
program. Our recently announced preferred stock redemption, combined
with this common stock split and dividend increase, allow us to further
enhance shareholder value."
AK Steel produces low-carbon and stainless flat-rolled steel for
automotive, appliance, food and chemical processing, construction and
other markets. The company employs about 5,800 people in plants and
offices in Middletown and Ashland, Kentucky.
6
