As filed with the Securities and Exchange Commission on July 30, 1998
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 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
STOCK INCENTIVE PLAN
(Full Title of Plan)
JOHN G. HRITZ
SENIOR 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
===================================================================================================================================
<S> <C> <C> <C> <C>
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Amount
to be Registered Registered Offering Price Per Aggregate Offering of Registration Fee
Share Price
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 3,200,000 shares (1) $15.50 (2) $49,600,000 (2) $14,632
===================================================================================================================================
</TABLE>
(1) Represents the increase in the total number of shares reserved for
issuance under the Registrant's Stock Incentive Plan, as amended effective
May 21, 1998. An aggregate of 7,800,000 shares has been previously
registered under cover of Registration Statements Nos. 33-84578 and
333-04505. This Registration Statement also covers such indeterminate
number of additional shares as may be issued pursuant to the antidilution
provisions of the 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 July 27, 1998.
--------------------
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 3,200,000 shares covered hereby and the 7,800,000 shares previously
registered under cover of Registration Statements Nos. 33-84578 and 333-04505.
This Registration Statement also constitutes Post-Effective Amendment No. 5 to
Registration Statement No. 33-84578 and Post-Effective Amendment No. 2 to
Registration Statement No. 333-04505.
================================================================================
<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 Stock Incentive Plan, as amended.
NYFS07...:\55\38055\0008\27\FRM7078U.170
<PAGE>
REOFFER PROSPECTUS
AK STEEL HOLDING CORPORATION
Shares of Common Stock under the
AK Steel Holding Corporation
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 Stock Incentive Plan, formerly
known as the 1994 Stock Incentive 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 July 29, 1998, the closing price of the Common Stock as reported on
the NYSE Composite Tape was $15.81 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 July 30, 1998
<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, 1997 (File No. 1-13696);
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 (File No. 1-13696);
(c) the Company's Current Reports on Form 8-K dated January 22, 1998,
April 9, 1998, May 28, 1998 and July 21, 1998 (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
June 30, 1998; (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 June 30, 1998. 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. 818,609 510,002 308,607
Chairman of the Board and
Chief Executive Officer
Michael T. Adams 55,748 36,334 19,404
Vice President - Manufacturing
Michael P. Christy 32,530 15,002 17,528
Vice President - Purchasing
and Financial Analysis
Thomas C. Graham, Jr. 46,360 20,002 26,358
Vice President - Research and
Design Engineering
Brenda S. Harmon 23,987 7,002 16,985
Vice President - Human
Resources
John G. Hritz 74,923 28,002 46,921
Senior Vice President, General
Counsel and Secretary
Donald B. Korade 58,232 35,334 22,898
Controller
Alan H. McCoy 26,374 12,000 14,374
Vice President - Public Affairs
Richard E. Newsted 229,960 154,668 75,292
Executive Vice President -
Commercial
James W. Stanley 38,878 14,000 24,878
Vice President - Safety
and Health
James L. Wainscott 62,715 34,002 28,713
Vice President, Treasurer
and Chief Financial Officer
James F. Walsh 132,096 87,336 44,760
Vice President -
Corporate Development
- -----------------------------
(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
- ----------- ----- ----------- ----------------
James L. Wareham 80,065 20,000 60,065
President
Allen Born 14,149 10,000 4,149
Director
John A. Georges 15,211 10,000 5,211
Director
Dr. Bonnie Guiton Hill 3,853 -0- 3,853
Robert H. Jenkins 12,323 10,000 2,323
Director
Lawrence A. Leser 11,975 10,000 1,975
Director
Robert E. Northam 12,603 10,000 2,603
Director
Cyrus Tang 55,211 10,000 45,211
Director
Dr. James A. Thompson 11,373 10,000 1,373
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.
6
<PAGE>
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.
EXPERTS
The financial statements incorporated in this Reoffer Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 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 AK STEEL
MUST NOT BE RELIED UPON AS HAVING HOLDING
BEEN AUTHORIZED BY THE COMPANY. THIS CORPORATION
PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A 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.
--------------------
TABLE OF CONTENTS
Page
----
Available Information..... 2
Incorporation of Certain
Documents by Reference.. 2 Common Stock
The Company............... 4 (par value $.01)
Selling Stockholders...... 5
Plan of Distribution...... 6
Experts................... 7
--------------
PROSPECTUS
--------------
July 30, 198
======================================= ==================================
<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 From 10-K for the year ended December
31, 1997 (File No. 1-13696);
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 (File No. 1-13696);
(c) the Company's Current Reports on Form 8-K dated January 22, 1998,
April 9, 1998, May 28, 1998 and July 21, 1998 (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 actin 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>
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-I (Registration Statement No. 33-74432)).
4(b) Certificate of Amendment to Certificate of Incorporation of the
Company, as filed with the Secretary of State of the State of
Delaware on May 21, 1998 (incorporated by reference to Exhibit 3.1.1
to the Company's Current Report on Form 8-K dated May 28, 1998).
4(c) 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(d) AK Steel Holding Corporation Stock Incentive Plan, as amended
through May 21, 1998 (incorporated herein by reference to Annex A to
the Company's Proxy Statement, dated April 9, 1998, for its 1998
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
make, 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 form 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.
II-2
<PAGE>
(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; provided, however, that he 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>
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 and 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 July 29,
1998.
AK STEEL HOLDING CORPORATION
By: RICHARD M. WARDROP, JR.
-------------------------------------
Richard M. Wardrop, Jr.,
Chairman 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 to the Registration Statements has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
RICHARD M. WARDROP, JR. Chairman of the Board July 29, 1998
- ------------------------ and Chief Executive Officer
Richard M. Wardrop, Jr. (principal executive officer)
and a Director
JAMES L. WAINSCOTT Vice President, Treasurer and July 29, 1998
- ------------------------ Chief Financial Officer
James L. Wainscott (principal financial officer)
DONALD B. KORADE Controller July 29, 1998
- ------------------------ (principal accounting officer)
Donald B. Korade
Director
- ------------------------
Allen Born
II-4
<PAGE>
JOHN A. GEORGES Director July 29, 1998
- ------------------------
John A. Georges
BONNIE GUITON HILL Director July 29, 1998
- ------------------------
Dr. Bonnie Guiton Hill
ROBERT H. JENKINS Director July 29, 1998
- ------------------------
Robert H. Jenkins
LAWRENCE A. LESER Director July 29, 1998
- ------------------------
Lawrence A. Leser
ROBERT E. NORTHAM Director July 29, 1998
- ------------------------
Robert E. Northam
Director
- ------------------------
Cyrus Tang
JAMES A. THOMSON Director July 29, 1998
- ------------------------
James A. Thomson, Ph.D
II-5
<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-I (Registration Statement No. 33-74432)).
4(b) Certificate of Amendment to Certificate of Incorporation of the
Company, as filed with the Secretary of State of the State of
Delaware on May 21, 1998 (incorporated by reference to Exhibit 3.1.1
to the Company's Current Report on Form 8-K dated May 28, 1998).
4(c) 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(d) AK Steel Holding Corporation Stock Incentive Plan, as amended
through May 21, 1998 (incorporated herein by reference to Annex A to
the Company's Proxy Statement, dated April 9, 1998, for its 1998
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
EXHIBIT 5
---------
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
July 29, 1998
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 3,200,000 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 through
May 21, 1998 (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
NYFS07...:\55\38055\0008\27\LTR7078N.160
<PAGE>
AK Steel Holding Corporation
July 29, 1998
Page 2
comparable documents of officers and representatives of the
Company.
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 & MANGES LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of 3,200,000 shares of Common Stock, Post-Effective Amendment No. 2 to
Registration Statement No. 333-04505 on Form S-8 and Post-Effective Amendment
No. 5 to Registration Statement No. 33-84578 on Form S-8 of AK Steel Holding
Corporation of our report dated January 20, 1998, appearing in the Annual Report
on Form 10-K of AK Steel Holding Corporation for the year ended December 31,
1997, 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
July 29, 1998
