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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) September 22, 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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On September 22, 1999, Armco Inc. notified AK Steel Corporation that,
pursuant to the provisions of their pending merger agreement, dated as of May
20, 1999, Armco had elected to terminate the merger agreement because the
average closing price of the common stock of AK Steel Holding Corporation on the
New York Stock Exchange during the ten trading days ended September 21, 1999 was
less than $22.00 per share. Pursuant to the merger agreement, the effectiveness
of Armco's notice of termination was subject to AK Steel's right to increase the
exchange ratio so that the product of the exchange ratio as so increased and the
$19.59 average closing price of AK Steel common stock during that ten
trading-day period would equal $7.50.
On September 22, 1999, following its receipt of Armco's termination
notice, AK Steel notified Armco that it had elected to increase the exchange
ratio to .3829 of a share of AK Steel common stock for each share of Armco
common stock. Accordingly, Armco's notice of termination is ineffective. Based
upon the 108,662,797 shares of Armco common stock outstanding on August 25, 1999
(the record date for the Armco stockholders meeting), the increased exchange
ratio will result in the issuance of approximately 41,607,000 shares of AK Steel
common stock to Armco common stockholders upon consummation of the merger.
A supplement to the joint proxy statement/prospectus of AK Steel and
Armco has been sent to stockholders of both companies advising them of these
events. AK has also issued a press release announcing the increase in the
exchange ratio. A copy of that press release is included as an exhibit to this
Current Report.
Item 7. Exhibit.
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(a) Financial Statments of business acquired:
Not applicable.
(b) Pro Forma financial information:
Not applicable.
(c) Exhibit:
(1) Press Release, dated September 22, 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
Secretary
Dated: September 22, 1999
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AK STEEL HOLDING CORPORATION
FORM 8-K
CURRENT REPORT
Exhibit Index
Exhibit No. Description Page
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(1) Press Release, dated September 22, 1999 5
4
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Exhibit 99.1
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[LOGO] News Release
AK Steel
Contacts: Media - Alan H. McCoy, Vice President, Public Affairs (513) 425-2826
Investors - James L. Wainscott, Vice President, Treasurer and CFO
(513) 425-5392
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AK Steel Increased Exchange Ratio for Armco Merger
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MIDDLETOWN, OH, September 22, 1999--AK Steel (NYSE; AKS) today announced that it
has increased the exchange ratio under its merger agreement with Armco Inc. so
that, upon effectiveness of the merger, holders of Armco common stock will
receive .3829 of a share of AK Steel common stock for each share of Armco common
stock they own.
The increased exchange ratio will result in the receipt by Armco
stockholders of AK Steel shares representing $7.50 per share of Armco common
stock, based on AK Steel's average closing price of $19.59 per share during the
ten trading day period ended September 21, 1999. The merger is being submitted
to the stockholders of both companies on September 29, 1999, as previously
announced.
Based upon the 108,662,797 shares of Armco common stock outstanding on
August 25, 1999 (the record date for the Armco stockholders meeting), AK Steel
expects to issue approximately 41,607,000 shares of its common stock upon
consummation of the merger, which is planned for September 30, 1999.
AK Steel produces flat-rolled steel products for automotive, appliance,
construction and manufacturing industries. The company employs about 5,800 men
and women in its plants and offices in Middletown, Ohio, Ashland, Kentucky and
Rockport, Indiana. Armco employs about 5,700 and is a leading producer of
specialty flat-rolled stainless, electrical and galvanized steels with plants in
Butler, Pennsylvania and Coshocton, Dover, Mansfield and Zanesville, Ohio. Armco
also produces snow and ice control products, standard pipe and tubular products
and operates a major industrial park on the Houston, Texas ship channel.
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