<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) July 21, 1998
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AK STEEL HOLDING CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE File No. 1-13696 31-1401455
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(State or other (Commission file number) (IRS employer
jurisdiction of identification
incorporation) number)
703 Curtis Street, Middletown, Ohio 45043
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (513) 425-5000
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Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
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Filed herewith is a copy of a Press Release, dated July 16,
1998, issued by AK Steel Holding Corporation (the "Company"). The
Press Release announces the Company's earnings for the three months
ended June 30, 1998. Included in the Press Release are statements of
income and earnings per share data for the three months ended June 30,
1998 and June 30, 1997 and the six months ended June 30, 1998 and June
30, 1997. 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.
Included in the Press Release is the Company's announcement
that its Board of Directors authorized a dividend of $0.125 per share of
Common Stock payable on August 17, 1998, to shareholders of record on
July 21, 1998.
The Company also announced in a Press Release dated July 16,
1998, several changes in its executive and plant management
organizations.
Item 7. Exhibits.
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(a) Financial Statements of business acquired:
Not applicable.
(b) Pro Forma financial information:
Not applicable.
(c) Exhibits:
(1) Press Release, dated July 16, 1998
(2) Press Release, dated July 16, 1998
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
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Senior Vice President, General Counsel
and Secretary
Dated: July 21, 1998
3
<PAGE>
AK STEEL HOLDING CORPORATION
FORM 8-K
CURRENT REPORT
Exhibit Index
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Exhibit Nos. Description Page
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1 Press Release, dated July 16, 1998 5
2 Press Release, dated July 16, 1998 6
4
<PAGE>
EXHIBIT 1
NEWS RELEASE
AK STEEL REPORTS OPERATING PROFIT OF $50 PER TON
FOR SECOND QUARTER OF 1998
MIDDLETOWN, OH, JULY 16, 1998 -- AK Steel (NYSE: AKS) reported
earnings of $33.4 million, or $0.56 per diluted share of common stock,
for the second quarter of 1998. Operating profit, a key industry
measure, was $50 per ton for the quarter. Revenues for the 1998 second
quarter were $612 million on shipments of 1,172,000 tons. AK Steel's
shipments to automotive customers, 607,000 tons in the second quarter of
1998, were the second highest on record, and just slightly lower than
the company's record automotive shipments of 616,000 tons shipped in the
first quarter of 1998.
"In addition to delivering another outstanding quarter for our
shareholders, the period was celebrated by the early start of hot-dip
galvanizing operations at our new Rockport Works facility," said Richard
M. Wardrop, Jr., chairman and chief executive officer.
Operations at AK Steel's Rockport Works began June 16, nearly three
months ahead of schedule, with the start of the hot-dip galvanizing
line. The line was originally scheduled to begin production in the
third quarter of 1998. The company affirmed that the Rockport Works
continuous carbon/stainless cold mill remains ahead of schedule, and may
begin operations in the fourth quarter of 1998. The original schedule
called for production to begin in the first quarter of 1999.
For the first six months of 1998, AK Steel earned $61.8 million, or
$1.03 per diluted share of common stock. First half revenues were $1.2
billion on shipments of 2.3 million tons in the period. Operating
profit was $112.5 million for the first half, or $50 per ton.
Dividend Declared
The company also said its board of directors declared a quarterly
common stock dividend of $0.125 per share, payable on August 17, 1998,
to shareholders of record on July 21, 1998.
AK Steel produces flat-rolled steel for automotive, appliance,
construction and manufacturing markets and employs about 5,800 people.
Note to Editors: Previous earnings and other information about AK Steel
company is available on the company's web site at www.aksteel.com.
<PAGE>
<TABLE>
AK Steel Statement of Income & Earnings Per Share Data
($ Millions except per share data)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Shipments (000 tons) 1,172 1,174 2,260 2,320
Net Sales $612.0 $622.6 $1,200.2 $1,221.4
Cost of Products Sold 503.0 500.7 986.6 981.6
Selling and Administrative 29.5 28.3 58.7 56.7
Expense
Depreciation 21.2 19.9 42.4 39.9
------- ------- ------- -------
Total Operating Costs 553.7 548.9 1,087.7 1,078.2
------- ------- ------- -------
Operating Profit 58.3 73.7 112.5 143.2
Interest Expense 11.6 19.4 27.3 41.1
Other Income 6.0 9.0 12.9 17.3
------- ------- ------- -------
Income Before Income Taxes 52.7 63.3 98.1 119.4
Income Tax Provision 19.3 24.3 36.3 45.9
------- ------- ------- -------
Net Income 33.4 39.0 61.8 73.5
Less Preferred Dividends -- 2.6 -- 5.2
------- ------- ------ -------
Net Income Applicable to
Common Stock $33.4 $ 36.4 $ 61.8 $68.3
------- ------- ------ -------
------- ------- ------ -------
<CAPTION>
Earnings Per Share Data
(Shares in Thousands)
Three Months Ended June 30, 1998 1997
---- ----
<S> <C> <C>
Basic Earnings Per Share $ 0.56 $ 0.68
Diluted Earnings Per Share $ 0.56 $ 0.63
Weighted Average Shares
Outstanding - Basic 59,246 53,425
Weighted Average Shares
Outstanding - Diluted 59,584 62,022
Six Months Ended June 30, 1998 1997
---- ----
<S> <C> <C>
Basic Earnings Per Share $1.04 $1.28
Diluted Earnings Per Share $1.03 $1.18
Weighted Average Shares
Outstanding - Basic 59,585 53,449
Weighted Average Shares
Outstanding - Diluted 59,893 62,129
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Restated giving effect for a two-for-one common stock split
effective November 17, 1997
5
</TABLE>
<PAGE>
EXHIBIT 2
NEWS RELEASE
Management Changes Announced at AK Steel
MIDDLETOWN, OH, July 16, 1998 -- AK Steel (NYSE: AKS) announced
several changes in its executive and plant management organizations.
Richard E. Newsted, 40, was named to the post of executive vice
president, commercial. James L. Wainscott, 41, was named vice
president, treasurer and chief financial officer. James F. Walsh, 45,
was named vice president, corporate development, a new position at the
steel producer. Michael T. Adams, 40, was named vice president,
manufacturing. Glenn G. Mikaloff, 47, was named director, operations.
At the company's Middletown Works, Robert L. Hacker, 54, was named
general manager, primary operations, and Richard J. Morris, 33, was
named general manager, finishing operations.
Mr. Newsted had been executive vice president and chief financial
officer. He joined AK Steel in 1994 as senior vice president, chief
financial officer and treasurer. Prior to joining AK Steel, Mr. Newsted
was vice president, chief financial officer and secretary of National
Steel Corporation. He holds a bachelor's degree in accounting from Ball
State University and a master of business administration degree from the
University of Notre Dame.
Mr. Wainscott joined AK Steel in 1995 as vice president and
treasurer. Previous to joining AK Steel he was treasurer and assistant
secretary for National Steel Corporation. Mr. Wainscott holds a
bachelor's degree in accounting from Ball State University and a master
of business administration degree from the University of Notre Dame. He
is also a Certified Public Accountant, Certified Management Accountant
and a Chartered Financial Analyst.
Mr. Walsh joined AK Steel in 1993 as manager of maintenance
technology. He was named general manager of the company's Middletown,
Ohio plant in 1994 and was named vice president, research and design
engineering in 1995. Mr. Walsh became vice president, manufacturing in
1996. Prior to joining AK Steel, Mr. Walsh worked for U.S. Steel and
Qualimatrix, a steel industry supplier. He holds a bachelor's degree in
electrical engineering from the University of Notre Dame and a master of
business administration degree from Indiana University-Northwest.
<PAGE>
Mr. Adams joined the company in 1981 as a mechanical engineer. He
progressed through a number of engineering and operations
responsibilities prior to being named general manager of the company's
Ashland Works in 1993. In 1995 Mr. Adams was named general manager of
the company's Middletown Works, and in 1998 he was named general
manager, primary operations, for the Middletown plant. He holds a
bachelor's degree in mechanical engineering from the Ohio State
University.
Mr. Mikaloff was most recently general manager, finishing operations
for the Middletown Works. He holds a bachelor's degree in metallurgical
engineering from Purdue University. Mr. Hacker was most recently
manager, hot strip mill operations. Mr. Morris was most recently
manager, aluminized operations for the company's Middletown Works. He
holds a bachelor's degree in metallurgical engineering from the Ohio
State University.
"With the start-up of our third manufacturing facility, AK Steel
continues to raise the bar of performance to customers and
shareholders," said Richard M. Wardrop, Jr., chairman and chief
executive officer. "We are quite fortunate to have a broad base of
manufacturing and executive talent to guide AK Steel's dramatic and
significant growth."
The company announced last month that its new Rockport Works'
finishing facility began hot-dip galvanizing operations nearly 3 months
ahead of schedule. The company also said its Rockport Works' continuous
carbon/stainless cold mill was ahead of schedule, and may begin
operations in the fourth quarter of 1998.
AK Steel produces flat-rolled steel for automotive, appliance,
construction and other markets. The company employs 5,800 people in
plants and offices in Middletown, Ashland, Kentucky and Rockport,
Indiana.
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