<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1999
Registration No. 333-82035
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
703 Curtis Street
Middletown, Ohio 45043
(513) 425-5000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
1993 LONG-TERM INCENTIVE PLAN OF ARMCO INC.
AMENDED 1993 LONG-TERM INCENTIVE PLAN OF ARMCO INC.
1996 INCENTIVE PLAN OF ARMCO INC.
ARMCO INC. AND SUBSIDIARIES 1988 STOCK OPTION PLAN
(FULL TITLE OF PLANS)
JAMES L. WAINSCOTT
VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER
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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED PROPOSED MAXIMUM OFFERING
REGISTERED PRICE PER SHARE(2)
<S> <C> <C>
COMMON STOCK, $.01 PAR VALUE PER 2,695,959(1) $17.0625
SHARE
============================================================================================
============================================================
PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION FEE
OFFERING PRICE
<C> <C>
$11,755,295 3,268(3)
============================================================
</TABLE>
(1) ALSO INCLUDES AN INDETERMINATE NUMBER OF ADDITIONAL SHARES OF THE
REGISTRANT'S COMMON STOCK AS MAY BE ISSUED (A) PURSUANT TO SECTION 12 OF
THE 1996 INCENTIVE PLAN OF ARMCO INC. AND SECTION 15 OF THE 1993 LONG-TERM
INCENTIVE PLAN, OR (B) TO PREVENT DILUTION RESULTING FROM STOCK DIVIDENDS,
STOCK SPLITS OR SIMILAR TRANSACTIONS IN ACCORDANCE WITH RULE 415 UNDER THE
SECURITIES ACT OF 1933.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF COMPUTING THE REGISTRATION FEE PURSUANT
TO RULE 457 (C) AND (H) UNDER THE SECURITIES ACT OF 1933 ON THE BASIS OF
THE AVERAGE OF THE HIGH AND LOW SALES PRICE OF THE REGISTRANT'S COMMON
STOCK ON THE NEW YORK STOCK EXCHANGE ON SEPTEMBER 28, 1999.
(3) THE FILING FEE WITH RESPECT TO 2,007,004 OF THE 2,695,959 SHARES OF THE
REGISTRANT'S COMMON STOCK TO BE REGISTERED HEREUNDER HAS BEEN PREVIOUSLY
PAID IN CONNECTION WITH THE FILING OF THE REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-4 (FILE NO. 333-82035) WITH THE SECURITIES AND EXCHANGE
COMMISSION. ACCORDINGLY, THE REGISTRATION FEE HAS BEEN CALCULATED BASED ON
THE ADDITIONAL ESTIMATED 688,955 SHARES BEING REGISTERED.
*FILED AS A POST-EFFECTIVE AMENDMENT ON FORM S-8 TO SUCH FORM S-4
REGISTRATION STATEMENT (NO. 333-82035) PURSUANT TO THE PROCEDURE DESCRIBED
HEREIN. SEE "INTRODUCTORY STATEMENT".
<PAGE>
INTRODUCTORY STATEMENT
AK Steel Holding Corporation amends its registration statement on Form
S-4 (Registration No. 333-82035) by filing this post-effective amendment no. 1
on Form S-8 relating to the sale of shares of common stock of AK Steel Holding
Corporation issuable upon the exercise of options granted under the following
Armco Inc. stock option plans:
. 1993 Long-Term Incentive Plan of Armco Inc.
. Amended 1993 Long-term Incentive Plan of Armco Inc.
. 1996 Incentive Plan of Armco Inc.
. Armco Inc. and Subsidiaries 1988 Stock Option Plan
On September 30, 1999, Armco Inc., an Ohio corporation, merged with
and into AK Steel Corporation, a Delaware corporation, which is the surviving
corporation in the merger and is a wholly-owned subsidiary of AK Steel Holding
Corporation. As a result of the merger, each outstanding share of Armco common
stock was converted into .3829 shares of AK Steel Holding Corporation common
stock. Each option to purchase Armco common stock outstanding under Armco's
stock option plans was converted into an option to purchase the number of shares
of AK Steel Holding Corporation common stock equal to the number of shares of
Armco common stock subject to such option multiplied by the exchange ratio for
the merger, and the associated exercise price was adjusted accordingly, subject
to additional adjustments relating to the change of control provisions in
certain of the Armco stock option plans.
The designation of the post-effective amendment as Registration No.
333-82035 denotes that the post-effective amendment relates only to the shares
of AK Steel Holding Corporation common stock issuable on the exercise of options
under the Armco stock option plans and that this is the first post-effective
amendment to the Form S-4 filed with respect to these shares.
i
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 and the statement of availability of information required by Item 2 of Form
S-8 and information relating to the Armco stock option plans and other
information required by Item 2 of Form S-8 have previously been, or will be,
sent or given to plan participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended. Such documents are not required to be and
are not filed with the Securities and Exchange Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by AK Steel Holding Corporation pursuant to the Securities Exchange
Act of 1934, as amended, are incorporated by reference in this document:
. Annual Report on Form 10-K, as amended by Form 10-K/A, for the year
ended December 31, 1998;
. Current Reports on Form 8-K dated February 3, 1999, February 16,
1999, February 17, 1999, March 25, 1999, April 15, 1999, April 28,
1999, May 24, 1999, June 2, 1999, July 20, 1999, August 31, 1999 and
September 23, 1999;
. Quarterly Reports on Form 10-Q, as amended by Form 10-Q/A, for the
quarter ended March 31, 1999 and June 30, 1999; and
. the description of AK Steel Holding Corporation common stock
contained in AK Holding Corporation's Registration Statement on Form
8-A filed on March 23, 1994, including any amendment or report filed
for the purpose of updating such description.
References within this document to:
. the Form 10-K for the year ended December 31, 1998, refer to that
Form 10-K as amended by the Form 10-K/A, and
. the Form 10-Q for the quarter ended March 31, 1999, refer to Form 10-
Q as amended by the Form 10-Q/A.
All documents subsequently filed by AK Steel Holding Corporation with
the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities covered by this
registration statement have been sold or which deregisters all of the shares
then remaining unsold, will be deemed to be incorporated by reference in this
registration statement and to be a part of this document from the date of filing
of those documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this document will be deemed to be
modified or superseded for purposes of this post-effective amendment no. 1 to
the registration statement to the extent that a statement contained in this
document or in any other subsequently filed document which also is or is deemed
to be incorporated by reference in this document modifies or supersedes such
statement. Any
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<PAGE>
such statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute a part of this post-effective amendment
no. 1.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
AK Steel Holding Corporation is a Delaware corporation. Subsection
(b)(7) of Section 102 of the Delaware General Corporation Law (the "DGCL")
enables a corporation in its original certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director to
the corporation or its stockholders for monetary damages for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director Corporation
derived an improper personal benefit. The Certificate of Incorporation of AK
Steel Holding Corporation has eliminated the personal liability of its directors
to the fullest extent permitted by law.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding provided that such
director or officer acted in good faith in a manner reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, provided further that such director or
officer has no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorney's fees) actually and reasonably
incurred in connection with the defense or settlement of such
II-2
<PAGE>
action or suit provided that such director or officer acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation, except that no indemnification may be made in respect of any
claim, issue or matter as to which such director or officer shall have adjudged
to be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) or (b) or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith; that indemnification and advancement of expenses provided for, by, or
granted pursuant to, Section 145 shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled; and empowers the
corporation to purchase and maintain insurance on behalf of any person who is or
was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
Article Eighth of the Certificate of Incorporation of AK Steel Holding
Corporation states that the corporation shall indemnify any person who was or is
a party or is threatened to be made a party to, or testifies in, any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative in nature, 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 or in any similar capacity of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the full extent permitted by law, and the
corporation may adopt by-laws or enter into agreements with any such person for
the purpose of providing such indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
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<PAGE>
Item 8. Exhibits.
Exhibit
Number Description
- --------------- ------------------------------------------------------------
4.1 Certificate of Incorporation of AK Steel Holding
Corporation, filed with the Secretary of State of the State
of Delaware on December 20, 1993, as amended (incorporated
herein by reference to Exhibit 3.1.1 to AK Steel Holding
Corporation's Current Report on Form 8-K, filed on May 27,
1998).
4.2 By-laws of AK Steel Holding Corporation (incorporated herein
by reference to Exhibit 3.2 to AK Steel Holding
Corporation's Registration Statement on Form S-1
(Registration No. 33-74432)).
4.3 Rights Agreement, dated as of January 23, 1996, between AK
Steel Holding Corporation and the Bank of New York as
predecessor to the Fifth Third Bank, as Rights Agent, with
respect to AK Steel Holding Corporation's Stockholder Rights
Plan (incorporated herein by reference to Exhibit 1 to AK
Steel Holding Corporation's Registration Statement on Form
8-A, as filed on February 5, 1996).
4.4(a) 1993 Long-Term Incentive Plan of Armco Inc. (incorporated
herein by reference to Exhibit 10 to Armco Inc.'s Quarterly
Report on Form 10-Q for the quarter ended March 31, 1993).
*4.4(b) Amendment to the 1993 Long-Term Incentive Plan of Armco Inc.
4.5 Amended 1993 Long-term Incentive Plan of Armco Inc.
(incorporated herein by reference to Exhibit 10 to Armco
Inc.'s Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998).
*4.6(a) 1996 Incentive Plan of Armco Inc.
*4.6(b) Amendment to the 1996 Incentive Plan of Armco Inc.
4.7 1988 Stock Option Plan of Armco Inc. (incorporated herein by
reference to Exhibit 10(h) to Armco Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1988).
*5.1 Opinion of John G. Hritz, Executive Vice President and
General Counsel of AK Steel Holding Corporation, as to the
legality of the securities being registered.
*23.1 Consent of Deloitte & Touche LLP, Independent Auditor.
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<PAGE>
*23.2 Consent of General Counsel of AK Steel Holding Corporation
(filed as part of Exhibit 5.1 hereto).
**24.1 Powers of Attorney.
- ----------------
* Filed herewith.
** Previously filed.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; and
(2) 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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) 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 section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
(c) The undersigned registrant hereby undertakes that 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, 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
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<PAGE>
controlling precedent, submit to a court of appropriate jurisdiction the
question 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-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, AK Steel Holding Corporation 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 the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Middletown, State of Ohio, on September 30, 1999.
AK STEEL HOLDING CORPORATION
By: /s/ James L. Wainscott
-----------------------
Name: James L. Wainscott
Title: Vice President, Treasurer and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the registration statement has been signed by the
following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C>
SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------------------------
* Chairman and Chief Executive Officer (Principal
- --------------------------------------------- Executive Officer)
Richard M. Wardrop
* Vice President, Treasurer and Chief Financial
- --------------------------------------------- Officer (Principal Financial Officer)
James L. Wainscott
* Controller (Principal Accounting Officer)
- ---------------------------------------------
Donald B. Korade
* Director
- ---------------------------------------------
Allen Born
Director
- ---------------------------------------------
John A. Georges
* Director
- ---------------------------------------------
Dr. Bonnie Hill
* Director
- ---------------------------------------------
Robert H. Jenkins
* Director
- ---------------------------------------------
Lawrence A. Leser
Director
- ---------------------------------------------
Robert E. Northam
* Director
- ---------------------------------------------
Cyrus Tang
* Director
- ---------------------------------------------
James A. Thomson, Ph.D.
</TABLE>
*By: /s/ James L. Wainscott Date: September 30, 1999
-------------------------------
James L. Wainscott
Attorney-in-fact
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<PAGE>
Exhibit
Number Description
- ---------- ----------------------------------------------------------------
4.1 Certificate of Incorporation of AK Steel Holding Corporation,
filed with the Secretary of State of the State of Delaware on
December 20, 1993, as amended (incorporated herein by reference
to Exhibit 3.1.1 to AK Steel Holding Corporation's Current
Report on Form 8-K, filed on May 27, 1998).
4.2 By-laws of AK Steel Holding Corporation (incorporated herein by
reference to Exhibit 3.2 to AK Steel Holding Corporation's
Registration Statement on Form S-1 (Registration No. 33-74432)).
4.3 Rights Agreement, dated as of January 23, 1996, between AK Steel
Holding Corporation and the Bank of New York as predecessor to
the Fifth Third Bank, as Rights Agent, with respect to AK Steel
Holding Corporation's Stockholder Rights Plan (incorporated
herein by reference to Exhibit 1 to AK Steel Holding
Corporation's Registration Statement on Form 8-A, as filed on
February 5, 1996).
4.4(a) 1993 Long-Term Incentive Plan of Armco Inc. (incorporated herein
by reference to Exhibit 10 to Armco Inc.'s Quarterly Report on
Form 10-Q for the quarter ended March 31, 1993).
*4.4(b) Amendment to the 1993 Long-Term Incentive Plan of Armco Inc.
4.5 Amended 1993 Long-term Incentive Plan of Armco Inc.
(incorporated herein by reference to Exhibit 10 to Armco Inc.'s
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).
*4.6(a) 1996 Incentive Plan of Armco Inc.
*4.6(b) Amendment to the 1996 Incentive Plan of Armco Inc.
4.7 1988 Stock Option Plan of Armco Inc. (incorporated herein by
reference to Exhibit 10(h) to Armco Inc.'s Annual Report on Form
10-K for the year ended December 31, 1988).
*5.1 Opinion of John G. Hritz, Executive Vice President and General
Counsel of AK Steel Holding Corporation, as to the legality of
the securities being registered.
*23.1 Consent of Deloitte & Touche LLP, Independent Auditor.
<PAGE>
*23.2 Consent of General Counsel of AK Steel Holding Corporation
(filed as part of Exhibit 5.1 hereto).
**24.1 Powers of Attorney.
- -----------
* Filed herewith.
** Previously filed.
<PAGE>
Exhibit 4.4(b)
--------------
Amendment to the
1993 Long-Term Incentive Plan
of
Armco Inc.
THIS AMENDMENT to the 1993 Long-Term Incentive Plan of Armco Inc. ("Plan") is
made by Armco Inc. ("Company") on this 30 day of September, 1999.
WHEREAS, the Board of Directors of the Company ("Board") has reserved the right
to amend the Plan and the Compensation Committee of the Board ("Committee") has
reserved the right to amend any Award Instrument provided that no such amendment
shall impair the rights of any participant in the Plan with respect to any
outstanding Award without the Participant's consent; and
WHEREAS, the Board desires to amend the Plan to eliminate the rights of any
participant in the Plan to receive cash payments upon the exercise of any
outstanding Option granted pursuant to the Plan and, so as not to impair the
rights of any participant, to substitute for such cash payments shares of common
stock of the Company having a fair market value equal to the amount of such cash
payments plus any reasonable brokerage expense that would be incurred upon any
sale of such shares;
NOW, THEREFORE, the Plan shall and hereby is amended effective as of the closing
date of the merger of the Company and AK Steel Corporation pursuant to the
Agreement and Plan of Merger dated as of May 20, 1999, as follows:
1. Section 15(b) of the Plan is amended to read as follows:
Payment Upon Exercise. Upon the exercise of an Option within six
---------------------
months after the occurrence of a Change in Control, the holder shall be
entitled to receive, in addition to the Shares (or other shares of stock or
other securities substituted therefor or added thereto pursuant to Section
12 hereof) thereby purchased, additional Shares having a fair market value
on the date of exercise equal to (x) the excess of (i) the aggregate
Acquisition Price of the number of Shares purchased upon such exercise (or
which would have been so purchased but for the substitution or addition of
other shares or securities pursuant to Section 9 hereof) over (ii) the Fair
Market Value on the date of exercise of Shares (or such other securities)
purchased upon such exercise, plus (y) the reasonable brokerage expense
that is incurred or would be incurred upon the sale of all of such Shares
purchased or acquired hereunder on the date of exercise. Upon the exercise
of an SAR within six months after the occurrence of a Change in Control,
the holder shall be entitled to receive for each share covered by the SAR
so exercised a
<PAGE>
Shares having a fair market value on the date of exercise equal to (x) the
excess of the Acquisition Price of a Share over the option price per Share
specified in the related Option or, (y) if the SAR was granted without
relationship to an Option, the Fair Market Value of one Share on the date
the SAR was granted, plus (z) the reasonable brokerage expense that is
incurred or would be incurred upon the sale of all of such Shares purchased
or acquired hereunder on the date of exercise.
2. Section 15(c) of the Plan is amended to read as follows:
Surrender. In lieu of exercising a Nonstatutory Stock Option that is
---------
otherwise exercisable, a holder may within six months after the occurrence
of a Change in Control surrender the Option in whole or in part and shall
be entitled to receive in exchange therefor Shares having a fair market
value on the date of surrender equal to (x) the excess of (i) the aggregate
Acquisition Price of the number of Shares subject to such Option or the
part thereof so surrendered ( or which would have been subject to such
Option or the part thereof so surrendered but for the substitution or
addition of other shares or securities pursuant to Section 12 hereof) over
(ii) the aggregate purchase price specified in such Option or the part
thereof so surrendered for such Shares, plus (y) the reasonable brokerage
expense that is incurred or would be incurred upon the sale of all of such
Shares on the date of surrender. In lieu of exercising an Incentive Stock
Option that is otherwise exercisable, a holder may, within six months after
the occurrence of a Change in Control, surrender such Option in whole or in
part and shall be entitled to receive in exchange therefor Shares having a
fair market value on the date of surrender equal to (x) the excess of (i)
the aggregate Fair Market Value at the time of surrender of Shares subject
to such Option or the part thereof so surrendered over (ii) the aggregate
purchase price specified in such Option or the part thereof so surrendered
for such Shares, plus (y) the reasonable brokerage expense that is incurred
or would be incurred upon the sale of all of such Shares on the date of
surrender. The right to surrender an Incentive Stock Option pursuant to
this Section 15(c) is transferable only to the extent the underlying Option
is transferable and may be exercised only if (i) the Incentive Stock Option
being surrendered is exercisable and (ii) the aggregate Fair Market Value
of the Shares subject to the Option exceeds the aggregate purchase price
specified in the Option for such Shares.
This Amendment to the Plan has been executed as of the day and year first
above written.
ARMCO INC.
/s/ James F. Will
-------------------------------
Name: James F. Will
Title: Chairman, President and
Chief Executive Officer
2
<PAGE>
Exhibit 4.6(a)
--------------
1996 INCENTIVE PLAN
OF
ARMCO INC.
1. Purpose. The purpose of the 1996 Incentive Plan (the "Plan") is to
advance the interests of Armco Inc. (the "Corporation") and its Affiliates by
providing a larger personal and financial interest in the success of the
Corporation and its Affiliates to selected Employees other than Employees who
are Officers of the Corporation or its Affiliates upon whose judgment, interest
and special efforts the Corporation and its Affiliates are largely dependent for
the successful conduct of their operations and to enable the Corporation and its
Affiliates to compete effectively with others for the services of new Employees
as may be needed for the continued improvement of the enterprise. It is believed
that such interests will stimulate the efforts of such Employees on behalf of
the Corporation and its Affiliates and strengthen their desire to remain in the
employ of the Corporation and its Affiliates.
2. Definitions.
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Acquisition Price" shall have the meaning ascribed thereto in Section 12
hereof.
(b) "Affiliate" shall mean any entity (i) which is controlled, directly or
indirectly, by the Corporation, or (ii) in which the Corporation has a
significant equity interest, as determined by the Committee.
(c) "Award" shall mean any award of an Option or Restricted Stock granted
pursuant to the provisions of the Plan.
(d) "Award Instrument" shall mean any written agreement or other instrument or
document evidencing any Award granted by the Committee hereunder.
(e) "Board" shall mean the Board of Directors of the Corporation.
(f) "Change in Control" shall have the meaning ascribed thereto in Section 12
hereof.
(g) "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
(h) "Committee" shall mean a committee of the Board, which initially shall be
the Compensation Committee of the Board, composed of three or more
directors, which committee shall be authorized to administer the Plan and
shall be constituted in such a manner as to satisfy the requirements of
applicable law.
(i) "Corporation" shall mean Armco Inc.
(j) "Employee" shall mean any hourly or salaried employee of the Corporation or
of any Affiliate but shall not include any employee who is an Officer of
the Corporation or any Affiliate.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
<PAGE>
(l) "Fair Market Value" shall mean, with respect to any property, the market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.
(m) "Incentive Stock Option" shall mean any Option granted under Section 7
hereof that is intended to meet the requirements of Section 422 of the
Code.
(n) "Legal Representative" shall mean, with respect to any Participant, any
legal representative or guardian which (i) is a mere custodian with respect
to the property of such Participant, (ii) stands in a fiduciary
relationship to such Participant and (iii) is subject to court supervision
in the performance of its duties as a legal representative or guardian.
(o) "Nonstatutory Stock Option" shall mean any Option granted under Section 6
hereof that is not intended to be an Incentive Stock Option.
(p) "Officer" shall mean any Participant who is subject to Section 16 of the
Exchange Act.
(q) "Option" shall mean any right granted to a Participant under the Plan
allowing such Participant to purchase Shares at such price or prices and
during such period or periods as the Committee shall determine.
(r) "Participant" shall mean any Employee who is selected by the Committee to
receive an Award under the Plan. Any Employee (other than a member of the
Committee) shall be eligible to be so selected.
(s) "Person" shall mean any "person" as such term is used in Sections 13(d)(3)
and 14(d) of the Exchange Act.
(t) "Restricted Stock" shall mean shares of restricted stock awarded to a
Participant pursuant to Section 8 hereof.
(u) "Shares" shall mean the common stock of the Corporation, and such other
securities of the Corporation as the Committee may from time to time
determine.
3. Administration. The Plan shall be administered by the Committee. The
Committee shall have full power and authority to (i) select the Employees to
whom Awards may be granted under the Plan, (ii) determine the size and types of
Awards to be granted to each such Employee, (iii) determine the terms and
conditions, not inconsistent with the provisions of the Plan, governing such
Awards, (iv) interpret the Plan and any instrument or agreement entered into
under the Plan, (v) establish such rules and regulations as it shall deem
appropriate for the administration of the Plan and (vi) take such other action
as it deems necessary or desirable for the administration of the Plan. The
interpretation and construction of any provision of the Plan, or any Award
Instrument, by the Committee shall be final, conclusive and binding on all
parties.
The Committee may delegate to the chief executive officer of the
Corporation its responsibilities with respect to grants of Awards to Employees,
including the selection of the recipients of such Awards.
4. Effectiveness of Plan. The Plan shall become effective upon
approval of the Board on February 23, 1996 and shall remain effective until
February 23, 2006 or such earlier date as the Board shall determine. In the
event of the termination of the Plan by the Board, any Award outstanding under
the Plan at that time shall remain in effect in accordance with its terms and
conditions and those of the Plan.
2
<PAGE>
5. The Shares. Subject to adjustment as provided in Section 9 hereof,
the total number of Shares available for grant under the Plan shall be
[2,000,000]. All Shares subjected under the Plan to an Award which, for any
reason, expires or terminates as to such Shares, or with respect to which other
consideration is paid in lieu of such Shares, shall again be available for grant
under the Plan.
6. Options. Options, which shall be evidenced by Award Instruments,
shall be subject to the terms and conditions set forth in the Plan and such
other terms and conditions not inconsistent herewith as the Committee may
approve and may be granted either alone or in addition to other Awards granted
under the Plan. Except as hereinafter provided, all Options granted pursuant to
the Plan shall be subject to the following terms and conditions:
(a) Price. The purchase price of the Shares shall be determined by the
-----
Committee in its sole discretion, provided, however, that (i) if the
purchase price of the Shares is preestablished for the full duration of the
Option, it shall never be less than 100% of the Fair Market Value of the
Shares on the date of the grant of the Option, or (ii) if the purchase
price of the Shares varies based on an index or other variable, it shall
not start at less than 100% of the Fair Market Value of the Shares on the
date of the grant of the Option. The purchase price shall be paid in full
at the time of purchase in cash, in Shares valued at the Fair Market Value
of the Shares on the date of purchase, in any combination thereof or in
such other form of consideration as the Committee may determine. In
addition, if the Committee so provides, an Option may be exercised be
delivering a properly executed exercise notice together with irrevocable
instructions to a broker to deliver promptly to the Corporation the amount
of sale or loan proceeds necessary to pay the purchase price and applicable
withholding taxes in full and such other documents as the Committee shall
determine. The purchase price shall be subject to adjustment as provided
in Section 9 hereof.
(b) Duration and Exercise of Options. Options may be granted for such terms as
--------------------------------
the Committee shall establish. Options shall be exercisable as provided by
the Committee at the time of grant thereof.
(c) Surrender of Options. The Committee may require the surrender of
--------------------
outstanding Options as a condition precedent to the grant of new Options.
(d) Form of Settlement. In its sole discretion, the Committee may provide at
------------------
the time of grant of an Option, that Restricted Stock or other similar
securities or other Awards may be issued upon exercise of such Option, or
the Committee may reserve the right so to provide after the time of grant.
(e) Other Terms and Conditions. Options may also contain such other
--------------------------
provisions, which shall not be inconsistent with any of the foregoing
terms, as the Committee shall deem appropriate.
7. Incentive Stock Options. The Committee may grant Incentive Stock
Options under the Plan. Incentive Stock Options granted pursuant to the Plan
shall be subject to all the terms and conditions set forth in Section 6 hereof
and to the following terms and conditions:
(i) The term of an Incentive Stock Option shall not exceed ten
years.
(ii) No Incentive Stock Option may be granted under the Plan if
such grant, together with any applicable prior grants which are incentive
stock options within the meaning of Section 422 of the Code, would cause
any limitation established under the Code for incentive stock options to be
exceeded.
3
<PAGE>
8. Restricted Stock.
(a) Issuance. The Committee may grant awards of Restricted Stock for no cash
--------
consideration or for such minimum consideration as may be required by
applicable law, either alone or in addition to other Awards granted under
the Plan. Shares of Restricted Stock shall be issued with the restriction
that the holder may not sell, transfer, pledge or assign such Shares (which
restriction shall apply, except in the case of death or disability and
except as provided in Section 12 thereof, for a period of not less than six
months from the date of issuance of such Shares) and with such forfeiture
provisions and other restrictions as the Committee, in its sole discretion,
may impose (including, without limitation, any restriction on the right to
vote such Shares and the right to receive any cash dividends with respect
thereto). Such restrictions may lapse separately or in combination at such
time or times, in installations or otherwise, as the Committee may deem
appropriate. All restrictions applicable to any Restricted Stock shall
also apply to any shares resulting from a stock dividend, stock split or
other distribution of Shares with respect to such Restricted Stock.
(b) Registration. Any Restricted Stock issued hereunder may be evidenced in
------------
such manner as the Committee in its sole discretion shall deem appropriate,
including, without limitation, book-entry registration or issuance of a
stock certificate or certificates. In the event any stock certificate is
issued in respect of shares of Restricted Stock awarded under the Plan,
such certificate shall be registered in the name of the Participant and
shall bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such Award. In such event, the Committee shall
require that the stock certificates evidencing such Shares be held in
custody by the Corporation until the restrictions thereon shall have lapsed
and that, as a condition of the award of any Restricted Stock, the
Participant shall have delivered a duly signed stock power, endorsed in
blank, relating to the Shares covered by such Award.
9. Adjustment of and Changes in the Shares. In the event of any merger,
consolidation, recapitalization, reclassification, stock dividend, reverse
split, distribution of property, special cash dividend or other change in
corporate structure affecting the Shares as determined by the Committee, the
Committee shall make such adjustments as it deems appropriate to the number,
class and option price of Shares subject to outstanding Options granted under
the Plan, and in the value of, or number or class of Shares subject to, other
Awards granted or available to be granted under the Plan.
10. Securities Act Requirements. No Award granted pursuant to the Plan
shall be exercisable or realizable in whole or in part, and the Corporation
shall not be obligated to sell any Shares subject to any such Award, if such
exercise, sale or vesting would, in the opinion of counsel for the Corporation,
violate the Securities Act of 1933, as amended (or other Federal or state
statutes having similar requirements). As a condition precedent to the issuance
of Shares pursuant to the grant or exercise of an Award, the Corporation may
require the Participant to take any reasonable action to meet such requirements.
Each Award shall be subject to the further requirement that, if at any time the
Board shall determine in its discretion that the listing or qualification of the
Shares subject to such Award under any securities exchange requirements or under
any applicable law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
granting of such Award or the issuance of Shares thereunder, certificates for
Shares under the Plan pursuant to such Award will not be delivered unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any condition not acceptable to the Board, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such requirements.
11. Amendments and Termination. The Board may amend or terminate the
Plan, and the Committee may amend the terms of any Award Instrument; provided,
--------
however, that, to the extent required by applicable law or to comply with the
- -------
shareholder approval requirements of Rule 16b-3 (or any successor provision)
promulgated pursuant to Section 16(b) of the Exchange Act, Section 422 of the
Code, or applicable stock exchange requirements, any amendment to the Plan shall
be subject to the approval of the
4
<PAGE>
shareholders of the Corporation. Amendments to the Plan or to any Award
Instrument may be applied prospectively or retroactively, provided that no such
amendments shall impair the rights of any Participant with respect to any
outstanding Award without such Participant's consent.
The Committee may also substitute new Awards for previously granted
Awards, including without limitation the substitution of Options having lower
option prices than previously granted Options. The Committee's powers include,
but are not limited to, the adoption of such modifications, amendments,
procedures, subplans and the like as may be necessary to comply with the
provisions of the laws of other countries in which the Corporation or its
Affiliates may operate.
12. Change in Control. Notwithstanding any provision to the contrary
contained in the Plan or in any agreement between the Corporation and a
Participant, upon the occurrence of a Change in Control;
(a) Acceleration. All outstanding Awards shall immediately become exercisable
------------
or realizable, as the case may be.
(b) Payment upon Exercise. Upon the exercise of an Option within six months
---------------------
after the occurrence of a Change in Control, the holder shall be entitled
to receive, in addition to the Shares (or other shares of stock or other
securities substituted therefor or added thereto pursuant to Section 9
hereof) thereby purchased, a cash payment equal to the excess of (i) the
aggregate Acquisition Price of the number of Shares purchased upon such
exercise (or which would have been so purchased but for the substitution or
addition of other shares or securities pursuant to Section 9 hereof) over
(ii) the Fair Market Value on the date of exercise of Shares (or such other
securities) purchased upon such exercise.
(c) Surrender. In lieu of exercising a Nonstatutory Stock Option that is
---------
otherwise exercisable, a holder may within six months after the occurrence
of a Change in Control surrender the Option in whole or in part and shall
be entitled to receive in exchange therefor a cash payment equal to the
excess of (i) the aggregate Acquisition Price of the number of Shares
subject to such Option or the part thereof so surrendered (or which would
have been subject to such Option or the part thereof so surrendered but for
the substitution or addition of other shares or securities pursuant to
Section 9 hereof) over (ii) the aggregate purchase price specified in such
Option or the part thereof so surrender for such Shares. In lieu of
exercising an Incentive Stock Option that is otherwise exercisable, a
holder may, within six months after the occurrence of a Change in Control,
surrender such Option in whole or in part and shall be entitled to receive
in exchange therefor a cash payment equal to the excess of (i) the
aggregate Fair Market Value at the time of surrender of Shares subject to
such Option or the part thereof so surrendered over (ii) the aggregate
purchase price specified in such Option or the part thereof so surrendered
for such Shares. The right to surrender an Incentive Stock Option pursuant
to this Section 12(c) is transferable only to the extent the underlying
Option is transferable and may be exercised only if (i) the Incentive Stock
Option being surrendered is exercisable and (ii) the aggregate Fair Market
Value of the Shares subject to the Option exceeds the aggregate purchase
price specified in the Option for such Shares.
(d) Release of Restrictions. Upon the occurrence of a Change in Control, the
-----------------------
Corporation and the Board will exercise their best efforts to assure that
the provisions of Section 10 hereof do not prevent the exercise of Options
and sale and issuance of Shares. Any determination of an appropriate
amendment or an adjustment pursuant to Section 9 hereof shall be made
without regard to the provisions of this Section 12 hereof.
(e) Excess Parachute Payments. Any amount otherwise payable to a Participant
-------------------------
under the Plan, and any acceleration pursuant to Section 12(a) hereof with
respect to an Award, shall be reduced or delayed to the extent necessary to
prevent any amounts from constituting an "excess parachute payment" as
defined in Section 280G(b) of the Code, if, and only if, the Board
determines that
5
<PAGE>
such reduction will have the likely effect of increasing the Participant's
after-tax benefit. In determining whether and to what extent such reduction
is required, any other amount payable by the Corporation to a Participant
that could constitute an "excess parachute payment", either alone or when
aggregated with any amount payable under the Plan, shall be taken into
account. Such determination, and the determination of any reduction
pursuant to this Section 12(e), shall be based upon the opinion of the
Corporation's outside counsel or a nationally recognized accounting firm
selected by the Corporation.
(f) Definitions. For purposes of this Section 12:
-----------
"Acquisition Price" shall mean the greatest of (i) the highest closing
price of a Share, as reported by The Wall Street Journal on the New York Stock
Exchange Composite Transactions Tape during the six-month period ending on the
date a Change in Control occurs, (ii) the highest cash price per Share paid
during such six-month period by any Person who during such six-month period
acquires in one or more transactions more than 5% of such Shares and (iii) the
sum of the amount of cash, if any, and the highest closing price (on a when-
issued basis or otherwise) on an established market during such six-month period
of any securities offered or exchanged for a Share by any Person who during such
six-month period acquires in one or more transactions more than 5% of the
Shares.
"Change in Control" shall be deemed to occur if (i) any Person
acquires beneficial ownership, directly or indirectly, of securities of the
Corporation which, when combined with all securities of the Corporation
theretofore beneficially owned, directly or indirectly, by such Person,
represent 30% or more of the combined voting power of the Corporation's then
outstanding securities, (ii) any Person acquires more than 50% of the assets of
the Corporation or (iii) at any time after the effective date of the Plan,
individuals who at such effective date constituted the Board or individuals who
are elected or nominated for election by a vote of at least two-thirds of such
directors at the effective date or directors who were so elected or nominated
cease for any reason to constitute at least a majority of the Board.
13. General Provisions.
(a) No Award, or Shares subject to an Award, shall be sold, assigned,
transferred, pledged or otherwise encumbered by a Participant otherwise
than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code prior to the date
on which Shares are issued, or if later, the date on which any applicable
restriction, performance or reference period lapses; provided, however,
-------- -------
that if so determined by the Committee, a Participant may, in the manner
established by the Committee, designate a beneficiary to exercise the
rights of the Participant with respect to any Award upon the death of the
Participant. Each Award shall be exercisable, during the Participant's
lifetime, only by the Participant or, if permissible under applicable law,
by the Participant's Legal Representative.
(b) The provisions of Awards need not be the same with respect to each
recipient. Subject to the provisions of the Plan, the term of each Award
shall be such period as may be determined by the Committee.
(c) The Committee may, in its discretion, grant to the holder of any Award the
right to receive interest or interest equivalents, or the right to receive
with respect to each Share covered by such Award payments of amounts equal
to the regular cash dividends paid to holders of the Shares during the
period that the Award is outstanding.
(d) The Corporation shall be authorized to withhold from any Award granted or
payment due under the Plan, in such manner as the Committee shall determine
(including mandatory withholding imposed as a provision of an Award), the
amount of withholding taxes due in respect of such Award or payment
hereunder and to take such other actions as may be necessary in the opinion
of the Corporation to satisfy all obligations for the payment of such
taxes.
6
<PAGE>
(e) Nothing contained herein shall require the Corporation to segregate any
monies from its general funds, or to create any trusts, or to make any
special deposits for any immediate or deferred amounts payable to any
Participant for any year.
(f) Nothing contained in the Plan, or in any Award granted pursuant to the
Plan, shall confer upon any Employee or Participant any right to continue
in the employ of the Corporation or its Affiliates or limit in any way the
right of the Corporation or its Affiliates to terminate such Participant's
employment at any time.
7
<PAGE>
Exhibit 4.6(b)
--------------
Amendment to the
1996 Incentive Plan
of
Armco Inc.
THIS AMENDMENT to the 1996 Incentive Plan of Armco Inc. ("Plan") is made by
Armco Inc. ("Company") on this 30 day of September, 1999.
WHEREAS, the Board of Directors of the Company ("Board") has reserved the right
to amend the Plan and the Compensation Committee of the Board ("Committee") has
reserved the right to amend any Award Instrument provided that no such amendment
shall impair the rights of any participant in the Plan with respect to any
outstanding Award without the Participant's consent; and
WHEREAS, the Board desires to amend the Plan to eliminate the rights of any
participant in the Plan to receive cash payments upon the exercise of any
outstanding Option granted pursuant to the Plan and, so as not to impair the
rights of any participant, to substitute for such cash payments shares of common
stock of the Company having a fair market value equal to the amount of such cash
payments plus any reasonable brokerage expense that would be incurred upon any
sale of such shares;
NOW, THEREFORE, the Plan shall and hereby is amended effective as of the closing
date of the merger of the Company and AK Steel Corporation pursuant to the
Agreement and Plan of Merger dated as of May 20, 1999, as follows:
3. Section 12(b) of the Plan is amended to read as follows:
Payment Upon Exercise. Upon the exercise of an Option within six
---------------------
months after the occurrence of a Change in Control, the holder shall be
entitled to receive, in addition to the Shares (or other shares of stock or
other securities substituted therefor or added thereto pursuant to Section
9 hereof) thereby purchased, additional Shares having a fair market value
on the date of exercise equal to (x) the excess of (i) the aggregate
Acquisition Price of the number of Shares purchased upon such exercise (or
which would have been so purchased but for the substitution or addition of
other shares or securities pursuant to Section 9 hereof) over (ii) the Fair
Market Value on the date of exercise of Shares (or such other securities)
purchased upon such exercise, plus (y) the reasonable brokerage expense
that is incurred or would be incurred upon the sale of all of such Shares
purchased or acquired hereunder on the date of exercise.
<PAGE>
4. Section 12(c) of the Plan is amended to read as follows:
Surrender. In lieu of exercising a Nonstatutory Stock Option that is
---------
otherwise exercisable, a holder may within six months after the occurrence
of a Change in Control surrender the Option in whole or in part and shall
be entitled to receive in exchange therefor Shares having a fair market
value on the date of surrender equal to (x) the excess of (i) the aggregate
Acquisition Price of the number of Shares subject to such Option or the
part thereof so surrendered ( or which would have been subject to such
Option or the part thereof so surrendered but for the substitution or
addition of other shares or securities pursuant to Section 9 hereof) over
(ii) the aggregate purchase price specified in such Option or the part
thereof so surrendered for such Shares, plus (y) the reasonable brokerage
expense that is incurred or would be incurred upon the sale of all of such
Shares on the date of surrender. In lieu of exercising an Incentive Stock
Option that is otherwise exercisable, a holder may, within six months after
the occurrence of a Change in Control, surrender such Option in whole or in
part and shall be entitled to receive in exchange therefor Shares having a
fair market value on the date of surrender equal to (x) the excess of (i)
the aggregate Fair Market Value at the time of surrender of Shares subject
to such Option or the part thereof so surrendered over (ii) the aggregate
purchase price specified in such Option or the part thereof so surrendered
for such Shares, plus (y) the reasonable brokerage expense that is incurred
or would be incurred upon the sale of all of such Shares on the date of
surrender. The right to surrender an Incentive Stock Option pursuant to
this Section 12(c) is transferable only to the extent the underlying Option
is transferable and may be exercised only if (i) the Incentive Stock Option
being surrendered is exercisable and (ii) the aggregate Fair Market Value
of the Shares subject to the Option exceeds the aggregate purchase price
specified in the Option for such Shares.
This Amendment to the Plan has been executed as of the day and year first
above written.
ARMCO INC.
/s/ James F. Will
-------------------------------
Name: James F. Will
Title: Chairman, President and
Chief Executive Officer
2
<PAGE>
Exhibit 5.1
-----------
[AK Steel Holding Corporation Letterhead]
September 30, 1999
AK Steel Holding Corporation
703 Curtis Street
Middletown, Ohio 45043
Ladies and Gentlemen:
As General Counsel for AK Steel Holding Corporation, a Delaware
corporation (the "Company"), I am rendering this opinion in connection with the
preparation and filing of the Post-Effective Amendment No. 1 on Form S-8 to the
Company's Registration Statement on Form S-4 under the Securities Act of 1933,
File No. 333-82035, as amended (the "Registration Statement"). Terms defined in
the Registration Statement and not otherwise defined herein are used herein with
the meanings as so defined.
In so acting, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of 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 I have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, the conformity
to original documents of documents submitted to me as certified, conformed 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, I have relied upon certificates or comparable
documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, I am of the opinion that the 2,695,959 shares of common stock, par value
$.01 per share, of the Company to be issued by the Company as contemplated by
the Registration Statement have been duly authorized and, when issued as
contemplated by the Registration Statement and in accordance with the terms of
the Armco Inc. stock option plans referred to therein, against payment of the
exercise price therefor will be validly issued, fully paid and nonassessable.
<PAGE>
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and the federal laws of the United States, and I express no
opinion as to the effect on the matters covered by this letter of the laws of
any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ John G. Hritz
-------------------------
John G. Hritz
Executive Vice President
and General Counsel
2
<PAGE>
Exhibit 23.1
------------
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-82035 of AK Steel Holding Corporation on
Form S-8 of our report dated January 20, 1999, appearing in the Annual Report on
Form 10-K of AK Steel Holding Corporation for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
September 28, 1999
