<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 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 October 21, 1999, issued
by AK Steel Holding Corporation (the "Company")to announce its earnings for the
three months ended September 30, 1999. Included in the Press Release are
statements of income and earnings per share data for the three months ended
September 30, 1999 and September 30, 1998 and the nine months ended September
30, 1999 and September 30, 1998. 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.
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 October 21, 1999
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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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Brenda S. Harmon
Secretary
Dated: October 21, 1999
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AK STEEL HOLDING CORPORATION
FORM 8-K
CURRENT REPORT
Exhibit Index
Exhibit No. Description Page
- ---------- ----------- ----
(1) Press Release, dated October 21, 1999 5
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EXHIBIT 1
AK STEEL REPORTS THIRD QUARTER 1999 RESULTS
MIDDLETOWN, OH, October 21, 1999 -- AK Steel (NYSE: AKS) today reported its
results for the three months ended September 30, 1999, which give effect to its
recent merger with Armco Inc. utilizing the pooling of interests method. AK
Steel reported a net loss of $1.5 million, or $0.04 per diluted share of common
stock, including merger-related costs and special charges. Excluding the
merger-related costs and special charges, AK Steel earned $40.1 million, or
$0.37 per diluted share of common stock.
The merger-related costs and special charges, which totaled $51.6 million on a
pre-tax basis, or $38.8 million after-tax, included transaction fees and
expenses, payments required by change of control provisions in Armco's benefit
plans and the costs associated with conforming AK Steel's and Armco's methods of
pension accounting.
Revenues for the 1999 third quarter were nearly $1.06 billion on steel
shipments of 1,569,000 tons. For the corresponding period in 1998, combined
shipments totaled 1,423,000 tons, resulting in revenues of $959.7 million.
Operating profit before deduction of merger-related costs and special charges
was $87.1 million, or $56 per ton for the third quarter of 1999.
"We are pleased to welcome the former Armco shareholders to the AK Steel
family," said Richard M. Wardrop, Jr., chairman and chief executive officer.
"Our merger was completed within the aggressive schedule we established last
spring, and we have begun the important work of combining our operations and
workforces to take full advantage of the synergies created with this merger. We
also welcome the opportunity to continue providing the highest quality products
and service to our new customers."
AK Steel produces flat-rolled carbon, stainless and electrical steel products
for automotive, appliance, construction and manufacturing markets, as well as
standard pipe and tubular steel products. AK Steel is headquartered in
Middletown, Ohio. It employs about 11,500 men and women in plants and offices
in Middletown, Coshocton, Dover, Mansfield, Warren and Zanesville, Ohio;
Ashland, Kentucky; Rockport, Indiana; and Butler, Sharon and Wheatland,
Pennsylvania. AK Steel also produces snow and ice control products, and
operates a major industrial park on the Houston, Texas ship channel. Note to
Editors: Previous earnings (not restated to account for the merger) and other
information about AK Steel is available on the company's web site at
www.aksteel.com.
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AK Steel Statement of Income & Earnings Per Share Data
(Dollars and Shares in Millions Except Per Share Data.)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---------- ------- ---------- ---------
<S> <C> <C> <C> <C>
Shipments (000 tons) 1,569 1,423 4,942 4,456
Net Sales $1,055.5 $959.7 $3,193.3 $3,012.4
Cost of Products Sold 845.9 780.9 2,554.5 2,436.6
Selling and Administrative Expense 77.2 72.4 228.7 206.1
Depreciation 54.9 42.1 155.3 116.8
Special Charges and Unusual Items 42.0 --- 42.0 ---
------------------ --------------------
Total Operating Costs 1,020.0 895.4 2,980.5 2,759.5
Operating Profit 35.5 64.3 212.8 252.9
Interest Expense 29.2 20.2 89.2 62.2
Other Income 7.4 4.7 14.0 19.1
------------------ --------------------
Income Before Income Taxes 13.7 48.8 137.6 209.8
Income Tax Provision 12.5 16.7 53.3 71.6
Minority Interest 2.7 2.0 6.7 6.0
------------------ --------------------
Income from Continuing Operations (1.5) 30.1 77.6 132.2
Discontinued Operations --- --- 7.5 ---
------------------ --------------------
Income before Extraordinary Item and (1.5) 30.1 85.1 132.2
Cumulative Effect of a Change in Accounting
Extraordinary Items --- --- (13.4) ---
Cumulative Effect of a Change in Accounting --- --- --- 133.9
------------------ --------------------
Net Income (1.5) 30.1 71.7 266.1
Less Preferred Dividends 2.4 2.4 7.3 7.3
------------------ --------------------
Net Income Applicable to Common Stock $ (3.9) $ 27.7 $ 64.4 $ 258.8
======== ====== ======== ========
</TABLE>
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Earnings Per Share Data
(Dollars and Shares in Millions except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---------- ------- --------- -------
<S> <C> <C> <C> <C>
Basic Earnings Per Share:
Income from Continuing Operations
less Preferred Dividends $(0.04) $ 0.28 $ 0.70 $ 1.24
Discontinued Operations --- --- 0.07 ---
Extraordinary Item --- --- (0.13) ---
Cumulative Effect of Change
in Accounting --- --- --- 1.33
---------------- ----------------
Basic Earnings Per Share $(0.04) $ 0.28 $ 0.64 $ 2.57
====== ====== ====== ======
Weighted Average Shares Outstanding 101.2 100.4 101.0 100.7
Diluted Earnings Per Share:
Income from Continuing Operations $(0.04) $ 0.28 $ 0.69 $ 1.22
Discontinued Operations --- --- 0.07 ---
Extraordinary Item --- --- (0.13) ---
Cumulative Effect of Change
in Accounting --- --- --- 1.24
---------------- ----------------
Diluted Earnings Per Share $(0.04) $ 0.28 $ 0.63 $ 2.46
====== ====== ====== ======
Weighted Average Shares Outstanding 101.8 107.6 101.6 108.0
</TABLE>
