As filed with the Securities and Exchange Commission on December 22, 1997
Registration No. 33-84578
Registration No. 333-04505
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
POST-EFFECTIVE AMENDMENT
TO
REGISTRATION STATEMENTS
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 of (I.R.S. Employer Identification No.)
Incorporation or 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)
JOHN G. HRITZ
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
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This document constitutes Post-Effective Amendment No. 4 to Registration
Statement No. 33-84578 and Post-Effective Amendment No. 1 to Registration
Statement No. 333-04505. Pursuant to Rule 429 under the Securities Act of 1933,
the Reoffer Prospectus included herein is a combined prospectus and relates to
shares previously registered under cover of Registration Statements Nos.
33-84578 and 333-04505.
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<PAGE>
PRELIMINARY NOTE
This Post-Effective Amendment to Registration Statements Nos.
33-84578 and 333-04505 is being filed (i) to adjust all references in the
Reoffer Prospectus to numbers of shares to reflect a two-for-one split of the
Registrant's Common Stock on November 17, 1997 and (ii) to update the
information with respect to Selling Stockholders set forth in the Reoffer
Prospectus.
<PAGE>
REOFFER PROSPECTUS
AK STEEL HOLDING CORPORATION
4,913,194 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 December 19, 1997, the closing price of the Common Stock as reported
on the NYSE Composite Tape was $_______ 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 December 22, 1997
<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, 1996 (File No. 1-13696);
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997 (File No. 1-13696);
(c) the Company's Current Reports on Form 8-K dated January 27, 1997,
March 25, 1997, April 10, 1997, September 24, 1997 and October 14,
1997 (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>
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>
THE COMPANY
The Company is a fully-integrated producer of flat rolled steel. It
concentrates on the production of premium quality coated, cold rolled and hot
rolled carbon steel primarily for sale to the automotive, appliance,
construction and manufacturing markets. The Company also cold rolls and aluminum
coats stainless steel for automotive industry markets.
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>
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
November 30, 1997; (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 November 30, 1997. 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>
Richard M. Wardrop, Jr. 637,362 383,334 254,028
Chairman of the Board and
Chief Executive Officer
Mark G. Essig 78,780 14,668 64,112
Executive Vice President -
Commercial
Thomas C. Graham, Jr. 24,946 8,334 16,612
Vice President - Research and
Design Engineering
John G. Hritz 38,686 8,002 30,684
Vice President, General Counsel
and Secretary
Donald B. Korade 38,310 22,668 15,642
Controller
Alan H. McCoy 21,266 12,000 9,266
Vice President - Public Affairs
Richard E. Newsted 173,218 120,668 52,550
Executive Vice President,
Chief Financial Officer
James W. Stanley 28,338 12,666 15,672
Vice President - Safety and Health
James L. Wainscott 28,452 5,334 23,118
Vice President and Treasurer
James F. Walsh 104,510 67,002 37,508
Vice President - Manufacturing
James L. Wareham 25,000 -0- 25,000
President
Allen Born 12,454 10,000 2,454
Director
- -----------------------------
(Table continues on following page)
5
<PAGE>
Name and Principal Shares
Position With Beneficially Shares Offered Shares Beneficially
The Company Owned for Sale(1) Owned after Sale
- ------------------ ------------ -------------- -------------------
John A. Georges 13,516 10,000 3,516
Director
Dr. Bonnie Guiton Hill 3,006 -0- 3,006
Robert J. Jenkins 11,026 10,000 1,026
Director
Lawrence A. Leser 11,128 10,000 1,128
Director
Robert E. Northam 11,756 10,000 1,756
Director
Cyrus Tang 35,916 10,000 25,916
Director
Dr. James A. Thompson 10,526 10,000 526
Director
</TABLE>
- -------------------
(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.
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
6
<PAGE>
receive payment upon the exercise of any options under which shares of Common
Stock are acquired by the Selling Stockholders for cash.
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, 1996
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>
======================================= ======================================
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
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE AK STEEL
COMPANY. THIS PROSPECTUS DOES NOT HOLDING
CONSTITUTE AN OFFER TO SELL OR A CORPORATION
SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, 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 AFFAIRS OF THE COMPANY SINCE SUCH
DATE.
4,913,194 SHARES
--------------------
OF
TABLE OF CONTENTS COMMON STOCK
Page (par value $.01)
----
Available Information............. 2
Incorporation of Certain
Documents by Reference.......... 2
The Company....................... 4
Selling Stockholders.............. 5
Plan of Distribution.............. 6
Experts........................... 7
---------------------
PROSPECTUS
---------------------
December 22, 1997
======================================= ======================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit No. Description
- ----------- -----------
23.1 Consent of Deloitte & Touche LLP.
II-1
<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
Post-Effective Amendment to Registration Statements Nos. 33-84578 and 333-04505
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Middletown, State of Ohio, on December 19, 1997.
AK STEEL HOLDING CORPORATION
By: /s/ RICHARD M. WARDROP
--------------------------------------
Richard M. Wardrop, Jr.,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment to the Registration Statements has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board December 19, 1997
- ------------------------- and Chief Executive Officer
Richard M. Wardrop, Jr. (principal executive officer)
and a Director
* Executive Vice President, December 19, 1997
- ------------------------- Chief Financial Officer
Richard E. Newsted (principal financial officer)
/s/ DONALD B. KORADE Controller December 19, 1997
- ------------------------- (principal accounting officer)
Donald B. Korade
Director December , 1997
- -------------------------
Allen Born
* Director December 19, 1997
- -------------------------
John A. Georges
Director December , 1997
- -------------------------
Dr. Bonnie Guiton Hill
/s/ ROBERT H. JENKINS Director December 19, 1997
- -------------------------
Robert H. Jenkins
Director December , 1997
- -------------------------
Lawrence A. Leser
* Director December 19, 1997
- -------------------------
Robert E. Northam
II-2
<PAGE>
* Director December 19, 1997
- -------------------------
Cyrus Tang
Director December , 1997
- -------------------------
James A. Thomson, Ph.D
*By: /s/ DONALD B. KORADE
---------------------------
Donald B. Korade,
Attorney-in-Fact
II-3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23.1 Consent of Deloitte & Touche LLP.
II-4
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-04505 on Form S-8 and Post-Effective
Amendment No. 4 to Registration Statement No. 33-84578 on Form S-8 of AK Steel
Holding Corporation of our report dated January 22, 1997, appearing in the
Annual Report on Form 10-K of AK Steel Holding Corporation for the year ended
December 31, 1996, and to the reference to us under the heading "Experts" in the
combined Reoffer Prospectus, which is part of such Registration Statements.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
December 22, 1997
