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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) May 21, 1999
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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)
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Item 5. Other Events.
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Filed herewith is a copy of a Press Release, dated
May 21, 1999, issued by AK Steel Holding Corporation (the
"Company")to announce that it has entered into a definitive merger
agreement with Armco Inc. which will be merged into AK Steel
Corporation, the principal operating subsidiary of the Company.
The proposed merger was jointly announced by Richard M. Wardrop,
Jr., Chairman and Chief Executive Officer of the Company and James
F. Will, Chairman, President and Chief Executive Officer of Armco
Inc., following approval of the transaction by the boards of
directors of both companies.
Item 7. Exhibit.
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(a) Financial Statements of business acquired:
Not applicable.
(b) Pro Forma financial information:
Not applicable.
(c) Exhibit:
(1) Press Release, dated May 21, 1999
2
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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/ Brenda S. Harmon
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Secretary
Dated: May 21, 1999
3
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AK STEEL HOLDING CORPORATION
FORM 8-K
CURRENT REPORT
Exhibit Index
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Exhibit No. Description Page
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1 Press Release, dated May 21, 1999 5
4
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EXHIBIT 1
NEWS RELEASE
AK STEEL HOLDING CORPORATION & ARMCO INC. ANNOUNCE PROPOSED MERGER
MIDDLETOWN, OH, and PITTSBURGH, PA, May 21, 1999 -- AK Steel
Holding Corporation (NYSE: AKS) and Armco Inc. (NYSE: AS) have entered
into a definitive merger agreement under which Armco will be
merged into AK Steel Corporation, the principal operating
subsidiary of the holding corporation. The proposed merger was
jointly announced today by Richard M. Wardrop, Jr., chairman and
chief executive officer of AK Steel and James F. Will, chairman,
president and chief executive officer of Armco, following approval
of the transaction by the boards of directors of both companies.
"This merger is the next step in AK Steel's successful strategy
of providing high value-added products for our customers," said
Mr. Wardrop. "Clearly, we see significant operational and
organizational synergies that we believe will benefit our
customers and result in an accretive transaction for AK Steel's
shareholders."
"We are pleased that this transaction will provide Armco
shareholders a premium on their investment and the opportunity to
be shareholders of the premier flat-rolled steel producer in the
U.S.," said Mr. Will. "Our specialty steel and technology
strengths, combined with AK Steel's proven capabilities, will
enable the merged company to compete successfully on a global
basis."
The proposed tax-free merger is valued at $7.50 per share to
Armco common shareholders, or approximately $842 million, based on
AK Steel Holding's recent trading prices. Armco's common shares
closed on May 20, 1999 at %5.63. Under the terms of the merger
agreement, common shareholders of Armco will receive .2836 shares
of common stock of AK Steel Holding for each common share of
Armco, subject to adjustment. On a diluted basis, there are
approximately 112.3 million Armco common shares outstanding, so
that the exchange ratio would result in the issuance of
approximately 32 million shares of AK Steel Holding common stock.
The exchange ratio is subject to adjustment, within limits of a
collar, based upon the average closing price of AK Steel Holding
common stock during the ten-day trading period ending six days
before the meeting at which Armco shareholders vote on the
transaction. Under the terms of the collar, Armco common
shareholders will receive AK Steel Holding shares having a value
of $7.50 per Armco share so long as the average closing price of
AK Steel Holding common stock during that trading period is
between $22.00 and $26.44 per share. If the average closing price
of AK Steel Holding common stock during that period is higher than
$26.44 Armco common shareholders will receive AK Steel Holding
shares having a value greater than $7.50 per Armco share, but in
no event more than $8.00 per share.
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If the average closing price of AK Steel Holding Corporation
common stock during the trading period is less than $22.00, the
exchange ratio will nonetheless be fixed at .3409 AK Steel Holding
shares per Armco common share (so that the value received by Armco
common shareholders would be less than $7.50). However, in that
event, Armco will have the right to terminate the merger agreement
prior to the meeting of the Armco shareholders, in which event AK
Steel may elect to deliver additional shares of its common stock
in order to assure a value of $7.50 per Armco common share.
Holders of Armco's $3.625 Preferred Stock will receive an equal
amount of a newly issued series of preferred stock of AK Steel
Holding Corporation having the same terms as the $3.625 Preferred
Stock. Holders of each of the other series of Armco's outstanding
preferred stock would receive cash in an amount equal to the
redemption price of their shares.
Closing of the transaction is expected in the third quarter of
1999, subject to customary closing conditions, including
expiration of the Hart-Scott-Rodino waiting period and approval by
the shareholders of AK Steel and Armco. It is intended that the
merger, which has a total transaction value estimated at
approximately $1.3 billion, will qualify as a pooling of interests
for accounting purposes. If, for any reason, the merger cannot be
accounted for as a pooling of interests, AK Steel has reserved the
right to pay up to 25% of the amount due Armco common shareholders
in cash. In light of the proposed transaction, AK Steel also
announced that it has terminated its share repurchase program.
AK Steel produces flat-rolled steel products for automotive,
appliance, construction and manufacturing markets. The company
employs about 5,800 men and women in plants and offices in
Middletown, Ohio, Ashland, Kentucky and Rockport, Indiana.
Revenues for AK Steel in 1998 were $2.4 billion on shipments of
4.6 million tons, with net income of $114.5 million, or $1.93 per
diluted share. The company has led the U.S. steel industry in
operating profitability per ton for the past five consecutive
years. The company's Website address is www.aksteel.com.
Armco Inc. is a leading domestic producer of specialty flat-
rolled stainless and electrical steels with primary plants in
Butler, Pennsylvania and Coshocton, Mansfield and Zanesville,
Ohio. Armco also produces snowplows and other ice control
products, and standard pipe and tubular products. Total Armco
employment is about 5,700. Revenues in 1998 for Armco were $1.7
billion, with income, before an accounting change, of $109.6
million, or $.81 per diluted share. Armco's Website address is
www.armco.com.
Safe Harbor Statement
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[FN]
This news release includes "forward-looking statements" within the
meaning of Section 21E of the Securities and Exchange Act of 1934.
In particular, all statements herein with respect to operational
synergies and anticipated shareholder benefits resulting from the
proposed merger of AK Steel and Armco, are forward-looking
statements. Although management believes that the expectations
reflected in such forward-looking statements are reasonable; there
are no assurances that those expectations will prove to have been
correct.
