AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
AK STEEL HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 3312 31-1401455
(State or Other Jurisdiction of Incorporation or (Primary Standard Industrial (I.R.S. Employer Identification Number)
Organization) Classification Number)
</TABLE>
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)
JAMES L. WAINSCOTT
VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER
AK STEEL HOLDING CORPORATION
703 CURTIS STREET
MIDDLETOWN, OHIO 45043
(513) 425-5000
(Name, Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
STEPHEN H. COOPER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title Of Securities To Be Registered Amount To Be Proposed Maximum Offering Proposed Maximum Aggregate Amount Of
Registered Price Per Share(1) Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 500,000 $17.0625 $8,531,250 $ 2,372
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) 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.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
NY2:\817211\03\h$kb03!.DOC\38055.0008
<PAGE>
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 4, 1999
PROSPECTUS
500,000 Shares
AK STEEL HOLDING CORPORATION
Common Stock
---------------
This prospectus relates to the offer and sale from time to
time by Credit Suisse First Boston Corporation of a total of 500,000 shares of
common stock of AK Steel Holding Corporation. These shares were purchased by the
seller from AK Steel in a private transaction on September 29, 1999. AK Steel
will not receive any of the proceeds from the sale of the shares by the seller.
AK Steel's common stock is listed on the New York Stock
Exchange under the symbol "AKS." On October __, 1999, the last reported sale
price of the common stock on the New York Stock Exchange Composite Tape was
$_________ per share.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this prospectus is October __, 1999.
<PAGE>
OUR COMPANY
AK Steel is a leading integrated steel producer. We
concentrate on the production of premium quality coated, cold rolled and hot
rolled carbon steel primarily for sale to customers in the automotive,
appliance, construction and manufacturing industries. We also cold roll and
aluminum coat stainless steel for automotive industry customers.
On September 30, 1999, we acquired Armco Inc., a leading
producer of stainless and electrical steels. The stainless and electrical steel
industry is a relatively small but distinct segment of the overall steel
industry that represented approximately 2% of domestic steel tonnage but
accounted for approximately 14% of domestic steel revenues in 1998. Through its
Sawhill Tubular division, Armco also manufactures a wide range of steel pipe and
tubing products for use in the construction, industrial and plumbing markets.
Armco also owns Douglas Dynamics, L.L.C., the largest North American
manufacturer of snowplows for four-wheel drive light trucks, and an industrial
park on the Houston Ship Channel.
Our executive offices are located at 703 Curtis Street,
Middletown, Ohio 45043 and our telephone number is (513) 425-5000.
MARKET PRICE INFORMATION
On September 30, 1999, there were issued and outstanding
approximately 60,088,605 shares of our common stock. On that date, approximately
41,607,000 additional shares were reserved for issuance to the former
stockholders of Armco as a consequence of AK Steel's acquisition of Armco. The
common stock is traded on the New York Stock Exchange under the symbol "AKS."
The table below shows, for the quarters indicated, the
reported high and low trading prices of AK Steel's common
stock on the New York Stock Exchange:
<TABLE>
<CAPTION>
Price Range
High Low
<S> <C>
($ per share)
1997
First quarter 20-11/16 17-1/2
Second quarter 22-3/16 17-3/4
Third quarter 24-1/32 20-9/16
Fourth quarter 22-5/8 16-1/8
2
<PAGE>
1998
First quarter 21-5/8 16-1/16
Second quarter 22-3/16 16-11/16
Third quarter 18-7/8 13-5/8
Fourth quarter 23-3/4 14-1/2
1999
First quarter 24-3/8 19-11/16
Second quarter 29-5/8 22-1/8
Third quarter 24-1/2 16-5/8
Fourth quarter
(through October __, 1999)
</TABLE>
Prices for 1997 have been adjusted to reflect a two-for-one
stock split on November 17, 1997. On October __, 1999, the last reported sale
price of the common stock on the New York Stock Exchange Composite Tape was
$_________.
DIVIDENDS
AK Steel has paid regular quarterly dividends on its common
stock since November 1995. During 1999, a dividend of $0.125 per share was paid
in February, May and August. The declaration and payment of cash dividends is
subject to restrictions imposed by the instruments governing our outstanding
senior debt. At September 30, 1999, we had adequate amounts available for the
payment of cash dividends.
PLAN OF DISTRIBUTION
The seller of the shares is Credit Suisse First Boston
Corporation. The seller purchased the shares for its own investment account
directly from AK Steel in a private transaction shortly prior to the
effectiveness of AK Steel's acquisition of Armco. The shares previously were
held by AK Steel in its Treasury and were sold by AK Steel in order to
facilitate the treatment of the Armco acquisition as a "pooling of interests"
for accounting purposes.
The seller has advised AK Steel that it may offer the
shares for sale from time to time on the New York Stock Exchange at prevailing
market prices, or in privately negotiated transactions. The seller may be deemed
to be an "underwriter" within the meaning of the Securities Act of 1933 and any
profits that it realizes from the sale of the shares may be deemed to be
underwriting compensation. AK Steel has agreed to indemnify the seller against
certain liabilities, including liabilities under the Securities Act of 1933.
3
<PAGE>
Credit Suisse First Boston acted as financial advisor to AK
Steel in connection with the acquisition of Armco. In addition, from time to
time in the past Credit Suisse First Boston and its affiliates have provided
financial services to AK Steel unrelated to the merger, for which it and its
affiliates have received customary compensation. Those services have included
acting as managing underwriter in public offerings of AK Steel's equity
securities and as the principal initial purchaser in private offerings of AK
Steel's debt securities.
WHERE TO FIND MORE INFORMATION
AK Steel files with the SEC, and, prior to its acquisition
on September 30, 1999, Armco filed with the SEC, annual, quarterly and current
reports, proxy statements and other information. You may read and copy reports,
statements or other information filed by AK Steel and Armco at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information about the public
reference rooms. Copies of the SEC filings made by each of AK Steel and Armco
also are available to the public from commercial document retrieval services and
at the worldwide web site maintained by the SEC at "http://www.sec.gov."
AK Steel has filed a registration statement with the SEC
with respect to the shares of common stock offered hereby. This prospectus is a
part of that registration statement. However, as allowed by SEC rules, this
document does not contain all the information you can find in the registration
statement or the exhibits to the registration statement.
The SEC allows AK Steel to "incorporate by reference" into
this document information contained in another document that either it or Armco
may have filed separately with the SEC and that is publicly available. The
information so incorporated by reference is deemed to be part of this
prospectus, except to the extent it has been superseded by information that
appears in this prospectus. This prospectus incorporates by reference the
documents set forth below that previously have been filed with the SEC. These
documents contain important information about AK Steel and Armco and their
finances.
4
<PAGE>
<TABLE>
<CAPTION>
AK Steel
SEC Filings
(File No. 1-13696) Period
------------------ ------
<S> <C>
Annual Report on Form 10-K, as
amended by Form 10-K/A.................................. Fiscal year ended December 31, 1998
Quarterly Report on Form 10-Q as
amended by Form 10-Q/A................................. Quarter ended March 31, 1999
Quarterly Report on Form 10-Q............................. Quarter ended June 30, 1999
Current Reports on Form 8-K .............................. Filed on October 4, 1999
Filed on September 23, 1999
Filed on August 31, 1999
Filed on July 20, 1999
Filed on June 2, 1999
Filed on May 24, 1999
Filed on April 28, 1999
Filed on April 15, 1999
Filed on March 25, 1999
Filed on February 17, 1999
Filed on February 16, 1999
Filed on February 3, 1999
Exhibit 1 to Form 8-A..................................... Filed on February 5, 1996
Joint Proxy Statement/Prospectus,
dated August 27, 1999................................... Filed on August 27, 1999
Supplement to Joint Proxy Statement/
Prospectus, dated September 22, 1999.................... Filed on September 22, 1999
Armco SEC Filings
(File No. 1-873-2) Period
------------------ ------
Annual Report on Form 10-K................................ Fiscal year ended December 31, 1998
Quarterly Report on Form 10-Q............................. Quarter ended March 31, 1999
Quarterly Report on Form 10-Q............................. Quarter ended June 30, 1999
Current Report on Form 8-K................................ Filed on September 23, 1999
Filed on June 1, 1999
</TABLE>
We are also incorporating by reference any additional
documents that AK Steel may file with the SEC after the date of this Prospectus
and completion of the sale of the shares offered hereby.
You may obtain, without charge, copies of documents
incorporated by reference in this document by requesting them in writing or by
telephone from:
5
<PAGE>
Alan H. McCoy
Vice President, Public Affairs
AK Steel Holding Corporation
703 Curtis Street
Middletown, OH 45043-0001
(513) 425-2826
LEGAL MATTERS
The validity of the shares offered by this prospectus have
been passed upon by John G. Hritz, Executive Vice President and General Counsel
of AK Steel.
EXPERTS
The AK Steel consolidated financial statements incorporated
in this prospectus by reference from AK Steel's Annual Report on Form 10-K for
the year ended December 31, 1998 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.
The Armco consolidated financial statements incorporated in
this prospectus by reference from Armco's Annual Report on Form 10-K for the
year ended December 31, 1998 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.
6
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses expected to be
incurred in connection with the issuance and distribution of the securities
described in this Registration Statement, other than the underwriting discount.
All amounts, except the SEC registration fees estimated.
SEC registration fee................. $ 2,372
Miscellaneous........................ 20,000
-------
Total......................... $22,372
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant 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 derived an improper personal
benefit. The Certificate of Incorporation of the Registrant 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
II-1
<PAGE>
capacities set forth above, against expenses (including attorney's fees)
actually and reasonably incurred in connection with the defense or settlement of
such 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 the
Registrant 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.
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<PAGE>
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of May 20, 1999, among
Armco Inc, AK Steel Holding Corporation and AK Steel
Corporation (incorporated by reference to Exhibit 2.1 to the
Registrant's Current Report on Form 8-K filed on October 4,
1999).
4.1 Certificate of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 3.1.1 to the
Registrant's Current Report on Form 8-K, filed on May 27,
1998).
4.2 By-laws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-74432)).
4.3 Rights Agreement, dated as of January 23, 1996, between the
Registrant and the Bank of New York as predecessor to the
Fifth Third Bank, as Rights Agent, with respect to the
Registrant's Stockholder Rights Plan (incorporated herein by
reference to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A, as filed on February 5, 1996).
5.1 Opinion of John G. Hritz with respect to the validity of the
securities (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Deloitte & Touche LLP (filed herewith).
23.3 Consent of John G. Hritz (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature pages).
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the 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 the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
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; and
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<PAGE>
(iii) 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;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that incorporated by reference in the registration statement.
(b) that, for the purpose of determining any liability
under the Securities Act of 1933, 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 which remain
unsold at the termination of the offering;
(d) that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 139a) or Section 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;
(e) insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 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 controlling precedent,
submit to a court of appropriate jurisdiction on the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
AK Holding certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Middletown, State of Ohio, on this 4th day of
October, 1999.
AK STEEL HOLDING CORPORATION
By: /s/ James L. Wainscott
-------------------------------------------
Name: James L. Wainscott
Title: Vice President, Treasurer and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard M. Wardrop, Jr., James
L. Wainscott and Donald B. Korade, or any of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to sign any related Registration Statement
filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, could lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard M. Wardrop Chairman and Chief Executive Officer (Principal October 4, 1999
- ------------------------------- Executive Officer)
Richard M. Wardrop
/s/ James L. Wainscott Vice President, Treasurer and Chief Financial October 4, 1999
- -------------------------------- Officer (Principal Financial Officer)
James L. Wainscott
/s/ Donald B. Korade Controller (Principal Accounting Officer) October 4, 1999
- --------------------------------
Donald B. Korade
II-5
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Allen Born Director October 4, 1999
- ----------------------------------
Allen Born
/s/ John A. Georges Director October 4, 1999
- ----------------------------------
John A. Georges
/s/ Dr. Bonnie Hill Director October 4, 1999
- ------------------------------------
Dr. Bonnie Hill
/s/ Robert H. Jenkins Director October 4, 1999
- ----------------------------------
Robert H. Jenkins
/s/ Lawrence A. Leser Director October 4, 1999
- ---------------------------------
Lawrence A. Leser
/s/ Robert E. Northam Director October 4, 1999
- ---------------------------------
Robert E. Northam
/s/ Cyrus Tang Director October 4, 1999
- ----------------------------------
Cyrus Tang
/s/ James A.Thomson, Ph.D Director October 4, 1999
- -----------------------------
James A. Thomson, Ph.D.
</TABLE>
II-6
<PAGE>
EXHIBITS
The following is a complete list of Exhibits filed as part
of this Registration Statement, which are incorporated herein.
Exhibit
Number Description of Exhibit
------ ----------------------
2.1 Agreement and Plan of Merger, dated as of May 20, 1999, among
Armco Inc, AK Steel Holding Corporation and AK Steel
Corporation (incorporated by reference to Exhibit 2.1 to the
Registrant's Current Report on Form 8-K filed on October 4,
1999).
4.1 Certificate of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 3.1.1 to the
Registrant's Current Report on Form 8-K, filed on May 27,
1998).
4.2 By-laws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-74432)).
4.3 Rights Agreement, dated as of January 23, 1996, between the
Registrant and the Bank of New York as predecessor to the
Fifth Third Bank, as Rights Agent, with respect to the
Registrant's Stockholder Rights Plan (incorporated herein by
reference to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A, as filed on February 5, 1996).
5.1 Opinion of John G. Hritz with respect to the validity of the
securities (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Deloitte & Touche LLP (filed herewith).
23.3 Consent of John G. Hritz (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature pages).
II-7
Exhibit 5.1
[AK Steel Holding Corporation Letterhead]
October 1, 1999
The Board of Directors
AK Steel Holding Corporation
703 Curtis Street
Middletown, Ohio 45043
Dear Ladies and Gentlemen:
In my capacity as General Counsel of AK Steel Holding Corporation
("AK Holding"), I am furnishing this opinion in connection with the filing by AK
Holding with the Securities and Exchange Commission of a Registration Statement
on Form S-3 (as amended, the "Registration Statement") under the Securities Act
of 1933 with respect to an aggregate of 500,000 shares of AK Holding's Common
Stock, $0.01 par value (the "Shares").
In my capacity as General Counsel of AK Holding, I have examined
originals or copies (certified or otherwise identified to my satisfaction) of
such corporate records, documents and other instruments, and such certificates
or comparable documents of public officials and of officers of AK Holding, 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 certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents.
Based on the foregoing, I am of the opinion that:
(1) AK Holding is a corporation validly existing and in good standing
under the laws of the State of Delaware and has all requisite corporate power
and authority to own, lease and operate its properties and to carry on its
business as now being conducted; and
(2) the Shares have been duly, authorized validly issued and are
fully-paid and non-assessable.
<PAGE>
The opinions expressed herein are limited to the laws of the State of
New York, the corporate laws of the State of Delaware and the federal laws of
the United States, and no opinion is expressed 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 a copy of this opinion as an
exhibit to the Registration Statement and to the use of my name under the
heading "Legal Matters" in the prospectus contained therein.
Very truly yours,
/s/ John G. Hritz
John G. Hritz
Executive Vice President
and General Counsel
2
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AK Steel Holding Corporation on Form S-3 of our reports 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 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE
Cincinnati, Ohio
October 1, 1999
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AK Steel Holding Corporation on Form S-3 of our report dated February 5, 1999 on
the consolidated financial statements of Armco Inc. and subsidiaries appearing
in the Annual Report on Form 10-K of Armco Inc. for the year ended December 31,
1998.
We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of such Registration Statement.
DELOITTE & TOUCHE
Pittsburgh, Pennsylvania
September 30, 1999
