<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------
(AMENDMENT NO. ___)
[x] Filed by the Registrant
[_] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14-a6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AK STEEL HOLDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined.):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
================================================================================
<PAGE>
AK Steel Holding Corporation Richard M. Wardrop, Jr.
703 CURTIS STREET CHAIRMAN AND CHIEF
MIDDLETOWN, OHIO 45043-0001 EXECUTIVE OFFICER
April 9, 1999
To our Stockholders:
It is a pleasure to invite you to the 1999 Annual Meeting of Stockholders of
AK Steel Holding Corporation. The meeting will be held at 10:00 a.m. on
Thursday, May 20, 1999, at the Ritz-Carlton Hotel, Kansas City, Missouri.
Please read the enclosed Notice of Meeting and accompanying Proxy Statement
carefully. For those of you who cannot attend the meeting in person, I urge you
to participate by completing, signing, and returning your proxy in the enclosed
envelope. Your vote is important, and the management of AK Steel appreciates
your cooperation in directing proxies to vote at the meeting.
Attendance at the Annual Meeting will be limited to stockholders of record as
of the close of business on March 31, 1999, or their duly appointed proxies,
and to guests of management. If you or your appointed proxy plan to attend in
person, please complete, sign, detach and return the enclosed Request for
Admittance card.
Your continuing interest in our Company is appreciated and I look forward to
seeing you at the Annual Meeting.
Sincerely,
/s/ Richard M. Wardrop, Jr.
Chairman and
Chief Executive Officer
<PAGE>
AK STEEL HOLDING CORPORATION
703 Curtis Street
Middletown, Ohio 45043
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
The 1999 Annual Meeting of Stockholders of AK Steel Holding Corporation (the
"Company") will be held in Pavillion I of the Ritz-Carlton Hotel, 401 Ward
Parkway, Kansas City, Missouri, on Thursday, May 20, 1999, at 10:00 a.m., for
the following purposes:
1. To elect nine directors of the Company; and
2. To transact such other business as properly may come before the
meeting.
The Board of Directors has fixed March 31, 1999 as the record date for the
determination of stockholders entitled to receive notice of and to vote at the
Annual Meeting.
By order of the Board of Directors,
Brenda S. Harmon
Secretary
Middletown, Ohio
April 9, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK, DATE AND
SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED BY
WRITTEN NOTICE TO THAT EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR
BY ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
<PAGE>
AK STEEL HOLDING CORPORATION
703 Curtis Street
Middletown, Ohio 45043
----------------
PROXY STATEMENT
----------------
This Proxy Statement is being furnished in connection with the solicitation
by the Board of Directors of AK Steel Holding Corporation (the "Company") of
proxies to be voted at the Annual Meeting of Stockholders of the Company to be
held on May 20, 1999 and at any and all adjournments thereof.
At the meeting, holders of the Company's Common Stock will vote for the
election of nine directors. Each duly executed proxy received prior to the
meeting will be voted in accordance with the choices specified therein by the
stockholder. If no contrary direction is specified, the proxy will be voted
FOR the election as directors of the nine nominees listed in this Proxy
Statement. Stockholders who execute proxies may revoke them at any time before
they are voted by filing with the Company a written notice of revocation, by
delivering a duly executed proxy bearing a later date or by attending the
meeting and voting in person.
The Board of Directors has fixed the close of business on March 31, 1999 as
the record date for the determination of stockholders entitled to notice of
and to vote at the meeting. At that date, there were issued and outstanding
59,267,105 shares of Common Stock. Each holder of Common Stock is entitled to
one vote for each share held on all matters that come before the meeting.
ELECTION OF DIRECTORS
In accordance with the Company's By-laws, the Board of Directors has fixed
the number of directors at nine. If elected, each of the nominees listed below
will serve as a director of the Company for a term expiring on the date of the
next succeeding Annual Meeting of Stockholders and until his or her successor
is duly elected and qualifies. If any nominee is unable to serve, proxies may
be voted for another person designated by the Board of Directors. The Company
has no reason to believe that any nominee will be unable to serve.
Information Concerning Nominees for Directors
Set forth below is information with respect to each of the nine nominees for
election as directors. Each of the nominees is presently serving as a director
of the Company.
Allen Born
[PHOTO] Mr. Born, age 65, a director of the Company since March 2,
1995, currently is Chairman of Born Investments, LLC, a
private investment firm. From November 1993 until July 1998,
he served as Chairman and Chief Executive Officer of Alumax
Inc., and for more than five years prior thereto he served as
Chairman and Chief Executive Officer of Amax Inc. Mr. Born
also is a director of Cyprus-Amax Minerals Company, Inmet
Mining, the International Primary Aluminium Institute and the
Aluminum Association, and serves as a member of the Board of
Trustees of the Robert W. Woodruff Arts Center, as a Vice
Chairman of the Kennedy Center's Corporate Fund Board and as a
member of the Board of Councilors of the Carter Center.
<PAGE>
John A. Georges
[PHOTO] Mr. Georges, age 68, a director of the Company since April 7,
1994, is the retired Chairman and Chief Executive Officer of
International Paper Company, having served in that position
from 1985 to March 1996. Following his retirement, he served
until March 1998, as a Senior Managing Director of Windward
Capital Partners LLP, a private investment partnership. Mr
Georges also is a director of International Paper Company,
Ryder System Inc., Warner-Lambert Company and DCV Inc. and is
a member of The Business Council, the Trilateral Commission
and the Board of the University of Illinois Foundation.
Dr. Bonnie G. Hill
[PHOTO] Dr. Hill, age 57, a director of the Company since April 7,
1994, is Senior Vice President of Community Relations for the
Los Angeles Times. She continues as President and Chief
Executive Officer of The Times Mirror Foundation and as a Vice
President of The Times Mirror Company, having been elected to
those positions in February 1997. From July 1992 until January
1997, she was Dean of the McIntire School of Commerce at the
University of Virginia. She served as Secretary of the State
and Consumer Services Agency for the State of California from
April 1991 to July 1992. She also is a director of Niagara
Mohawk Holdings Inc. and Hershey Foods Corporation.
Robert H. Jenkins
[PHOTO] Mr. Jenkins, age 56, a director of the Company since January
24, 1996, has served as Chairman of the Board of Sundstrand
Corporation since April 1997 and as President and Chief
Executive Officer of that company since September 1995. For
more than five years prior thereto, Mr. Jenkins was employed
by Illinois Tool Works as its Executive Vice President and in
other senior management positions. Mr. Jenkins also is a
director of Solutia, Inc., Clarcor Inc., Cordant Technologies
Inc. and Pella Corporation and serves as a member of the
boards of trustees of the Manufacturers Alliance and the
National Association of Manufacturers.
Lawrence A. Leser
[PHOTO] Mr. Leser, age 63, a director of the Company since May 17,
1995, is Chairman of the E.W. Scripps Company, having also
served as its Chief Executive Officer from July 1985 until May
1996. Mr. Leser also is a director of Union Central Life
Insurance Company and Student Loan Funding Resources and a
Trustee of Xavier University.
2
<PAGE>
Robert E. Northam
[PHOTO] Mr. Northam, age 68, has been a director of the Company since
April 7, 1994. He retired as Executive Vice President and
Chief Financial Officer of J.C. Penney Company, Inc. in
January 1996, having served in that position since February
1982. He also served in the office of the chairman of J.C.
Penney Company, Inc. from June 1992 until his retirement.
[PHOTO] Cyrus Tang
Mr. Tang, age 69, a director of the Company since April 7,
1994, has served since 1971 as President and Chief Executive
Officer of Tang Industries, Inc., which, together with its
affiliates, operates various businesses, including steel
distribution and processing, metal stamping and fabrication,
ferrous and non-ferrous metal scrap trading and processing,
aluminum die casting, extrusions and recycling, wood and steel
office furniture manufacturing and pharmaceuticals.
Dr. James A. Thomson
[PHOTO] Dr. Thomson, age 54, a director of the Company since March 18,
1996, is the President and Chief Executive Officer of The Rand
Corporation, having served in that capacity since August 1989.
He also serves as a director of Texas Biotechnology
Corporation, as a Trustee of the International Institute for
Strategic Studies in London and the Los Angeles World Affairs
Council and as a member of the Council on Foreign Relations in
New York.
Richard M. Wardrop, Jr.
[PHOTO] Mr. Wardrop, age 53, was elected Chairman of the Board of the
Company effective January 27, 1997. He has been a director
since March 2, 1995 and Chief Executive Officer since May 16,
1995. Mr. Wardrop also served as President of the Company from
April 7, 1994 until March 20, 1997. From June 1992 to April 7,
1994, Mr. Wardrop served as Vice President, Manufacturing of
the Company's predecessor, Armco Steel Company, L.P.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ELECTION OF EACH OF
THE FOREGOING NOMINEES.
3
<PAGE>
Committees of the Board of Directors
The Board of Directors has established an Audit and Finance Committee, a
Compensation Committee, a Public Affairs Committee and a Nominating and
Governance Committee.
The Audit and Finance Committee recommends to the Board of Directors the
firm of certified public accountants that will be appointed to serve as the
independent auditors of the Company's annual financial statements. The Audit
and Finance Committee also meets with representatives of that accounting firm
and the Company's internal audit staff to review the plan, scope and results
of the annual audit and the recommendations of the independent accountants
regarding the Company's internal accounting systems and controls. The current
members of the Audit and Finance Committee are Messrs. Georges (Chairperson),
Born, Northam and Tang.
The Compensation Committee makes recommendations to the Board of Directors
with regard to the Company's compensation and benefits policies and practices.
The Committee also reviews and makes recommendations to the Board of Directors
with respect to the compensation of the Company's principal executive officers
and administers the Company's Stock Incentive Plan. The current members of the
Compensation Committee are Messrs. Northam (Chairperson), Born and Leser and
Dr. Hill.
The Public Affairs Committee reviews and makes recommendations to the Board
of Directors regarding the Company's public affairs policies and practices,
including its policies with respect to environmental compliance, employee
safety and health and equal employment opportunities. The current members of
the Public Affairs Committee are Dr. Hill (Chairperson), Messrs. Georges and
Jenkins and Dr. Thomson.
The Nominating and Governance Committee reviews and makes recommendations to
the Board of Directors regarding the size, organization, membership
requirements, compensation and other practices and policies of the Board. The
current members of the Nominating and Governance Committee are Messrs. Leser
(Chairperson), Jenkins and Tang and Dr. Thomson.
Attendance at Meetings
During 1998, there were six regular meetings and three special telephonic
meetings of the Board of Directors, six meetings of each of the Audit and
Finance Committee, five meetings of the Compensation Committee and two
meetings of each of the Public Affairs Committee and the Nominating and
Governance Committee. Each director attended at least 75% of the meetings of
the Board and of each committee of which he or she was a member.
Compensation of Directors
During 1998, each director who is not an employee of the Company received an
annual fee of $33,000 for service on the Board of Directors. One-half of that
amount was paid in the form of shares of Common Stock of the Company valued at
market on the date of issuance and the balance was paid in cash (receipt of
which may have been deferred pursuant to a prior election) or, at the
director's option, in the form of additional shares of Common Stock. Each
director who chairs a committee of the Board of Directors received an
additional annual fee of $3,600 for such service. Non-employee directors also
were paid a fee of $1,500 for each Board meeting and each committee meeting
they attended and were reimbursed for their expenses incurred in attending
those meetings. An employee of the Company who serves as a director receives
no additional compensation for such service. Non-employee directors are
required to retire from the Board at age 70 but are entitled thereafter to an
annual retainer equal to the annual director's fee in effect at the time of
such retirement, provided that they remain available to the Chairman on a
consulting basis. Upon first being elected to the Board, each non-employee
director also is granted options under the Company's Stock Incentive Plan to
purchase a total of 10,000 shares of the Company's Common Stock at its then
prevailing market price. The options vest on the first anniversary of the date
of grant and may be exercised at any time thereafter until the tenth
anniversary of the grant date.
4
<PAGE>
Compliance With Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers, and persons
who own beneficially more than ten percent of a registered class of the
Company's equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors
and greater-than-ten-percent beneficial owners are required by Rule 16a-3(e)
under the Exchange Act to furnish the Company with copies of all reports that
they file pursuant to Section 16(a).
To the Company's knowledge, based solely upon a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to the
Company's officers and directors were complied with, except that a report for
one transaction was filed late by Mr. Tang.
Certain Relationships And Transactions
In the ordinary course of business, the Company sells finished steel to, and
purchases steel scrap from, an affiliate of Tang Industries, Inc., of which
Mr. Tang, a director of the Company, is President and Chief Executive Officer.
During 1998, those sales and purchases, which were made on arms'-length terms,
aggregated $6.5 million and $2.3 million, respectively.
STOCK OWNERSHIP
Directors and Executive Officers
The following table sets forth as of March 31, 1999 information with respect
to the beneficial ownership of the Company's Common Stock by (i) each officer
of the Company named in the Summary Compensation Table on page 7, (ii) each
current director and each nominee for election as a director and (iii) all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Percentage of
Shares Owned Outstanding
Beneficially(1) Shares(2)
--------------- -------------
<S> <C> <C>
Allen Born.................................. 15,562 *
John A. Georges............................. 16,624 *
Thomas C. Graham, Jr........................ 57,438 *
Dr. Bonnie G. Hill.......................... 5,059 *
John G. Hritz............................... 111,994 *
Robert H. Jenkins........................... 13,029 *
Lawrence A. Leser........................... 12,681 *
Richard E. Newsted.......................... 269,440 *
Robert E. Northam........................... 13,309 *
Cyrus Tang.................................. 56,624 *
Dr. James A Thomson......................... 12,079 *
Richard M. Wardrop, Jr...................... 1,011,415 1.7%
James L. Wareham............................ 126,331 *
All directors and executive officers as
a group (20 persons)....................... 2,066,278 3.5%
</TABLE>
- --------
(1) Includes shares subject to stock options exercisable within 60 days.
(2) An asterisk indicates ownership of less than 1%.
5
<PAGE>
Other Beneficial Owners
The following table sets forth information with respect to each person known
by the Company to own beneficially more than five percent (5%) of the
outstanding Common Stock of the Company as of December 31, 1998:
<TABLE>
<CAPTION>
Name and Percentage
Address of
of Beneficial Shares Owned Outstanding
Owner Beneficially Shares(1)
------------- ------------ -----------
<S> <C> <C>
Franklin Resources, Inc. (1)................... 3,116,900 5.3%
777 Mariners Island Boulevard
San Mateo, California 94404
Kawasaki Steel Corporation..................... 8,510,638 14.4%
Hibiya, Kokusai Building
2-3 Uchisaiwaicho, 2-Chome
Chiyoda-Ku, Tokyo 100 Japan
Neuberger & Berman, LLC (2).................... 6,989,474 11.8%
605 Third Avenue
New York, New York 10158
The Prudential Insurance Company of America
(3)........................................... 4,494,200 7.6%
751 Broad Street
Newark, New Jersey 07102
Sasco Capital, Inc. (4)........................ 3,686,772 6.2%
10 Sasco Hill Road
Fairfield, Connecticut 06430
Vanguard Windsor Funds-Windsor Fund, Inc. (5).. 6,199,352 10.5%
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
Wellington Management Company (6).............. 6,207,144 10.5%
75 State Street
Boston, Massachusetts 02109
</TABLE>
- --------
(1) Based on information contained in a statement on Schedule 13G, dated
January 22, 1999, Franklin Resources, Inc. is a holding company for
subsidiaries that include investment advisers registered under the
Investment Advisers Act of 1940 having sole voting and dispositive power
with respect to an aggregate of 3,116,900 shares held by or for the
account of various clients for whom they furnish advisory services.
(2) Based on information set forth in a statement on Schedule 13G, dated
February 5, 1999, Neuberger & Berman, LLC, a broker-dealer registered
under the Securities Exchange Act of 1934 and an investment adviser
registered under the Investment Advisers Act of 1940, has shared
dispositive power with respect to an aggregate of 6,989,474 shares held by
or for the account of various clients for whom it serves as an investment
adviser, with sole voting power with respect to 3,668,174 of those shares
and shared voting power with respect to 3,321,300 of those shares.
(3) Based on information set forth in a statement on Schedule 13G, dated
February 1, 1999, The Prudential Insurance Company of America, a mutual
insurance company, in its capacity as an investment adviser registered
under the Investment Advisers Act of 1940, had sole voting and dispositive
power with respect to an aggregate of 69,800 shares and shared voting and
dispositive power with respect to an aggregate of 4,424,400 shares, all of
which were held by or for the benefit of various investment advisory
clients.
(4) Based on information set forth in a statement on Schedule 13G, dated
February 8, 1999, Sasco Capital, Inc., an investment adviser registered
under the Investment Advisers Act of 1940, has sole dispositive power with
respect to an aggregate of 3,686,772 shares held by or for the account of
various clients for whom it serves as an investment adviser, with sole
voting power with respect to 2,268,606 of those shares.
(5) Based on information set forth in a statement on Schedule 13G, dated
February 11, 1999, Vanguard Windsor Funds-Windsor Fund, Inc., an
investment company registered under the Investment Company Act of 1940,
has sole voting power and shared power with respect to an aggregate of
6,199,352 shares.
(6) Based on information set forth in a statement on Schedule 13G, dated
December 31, 1998, Wellington Management Company, an investment adviser
registered under the Investment Advisers Act of 1940, has shared
dispositive power with respect to an aggregate of 6,207,144 shares owned
by various clients, including Vanguard Windsor Fund, for whom it serves as
an investment adviser, with shared voting power with respect to 7,792 of
those shares.
6
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Other Compensation
Annual compensation paid to executive officers of the Company consists of
salary and cash bonus awards under the Company's Annual Management Incentive
Plan. Long-term compensation consists of restricted stock awards and stock
options under the Company's Stock Incentive Plan and payouts in the form of
cash and restricted stock under the Company's Long-Term Performance Plan.
The following table sets forth the cash compensation, as well as certain
other compensation, paid or accrued by the Company for each of the past three
years to the Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company (the "Named Executives") serving
as such at December 31, 1998.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual
Compensation Long-Term Compensation
----------------- -----------------------------------
Awards Payouts
------------------------ ----------
All
Restricted Securities Other
Name and Stock Underlying LTIP Compen-
Principal Position Salary Bonus(4) Awards(5) Stock Options Payouts(6) sation(7)
at 12/31/98 Year ($) ($) ($) (# of Shares) ($) ($)
------------------ ---- ------- --------- ---------- ------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard M. Wardrop, Jr. 1998 900,000 1,350,000 957,815 100,000 1,350,000 73,074
Chairman and Chief 1997 700,000 1,050,000 2,340,000 250,000 1,050,000 63,970
Executive Officer 1996 546,875 556,992 1,209,375 160,000 862,500 33,586
James L. Wareham (1) 1998 400,000 600,000 383,126 50,000 600,000 34,741
President 1997 333,333 500,000 449,219 60,000 500,000 37,618
1996 -- -- -- -- -- --
Richard E. Newsted
Executive Vice Presi- 1998 332,500 332,500 306,501 40,000 350,000 24,528
dent, 1997 293,333 293,333 151,750 20,000 315,000 24,559
Commercial 1996 236,669 233,522 322,500 42,000 250,000 14,758
John G. Hritz(2)
Executive Vice Presi-
dent, 1998 296,667 296,667 191,563 25,000 310,000 21,873
General Counsel and 1997 246,667 246,667 151,750 20,000 270,000 20,635
Secretary 1996 153,726 151,682 201,563 24,000 200,000 8,198
Thomas C. Graham, Jr.
(3) 1998 225,000 225,000 76,625 10,000 225,000 16,660
Vice President, 1997 208,333 208,333 75,875 10,000 225,000 17,512
Research and Engineering 1996 104,167 197,345 217,188 25,000 104,167 5,564
</TABLE>
- --------
(1) Mr. Wareham joined the Company effective March 1, 1997 and was elected
President on March 20, 1997.
(2) Mr. Hritz was succeeded as Secretary by Brenda S. Harmon in March 1999.
(3) Mr. Graham joined the Company on June 24, 1996.
(4) Amounts shown in this column represent bonuses earned under the Company's
Annual Management Incentive Plan.
(5) The dollar value of each restricted stock award indicated in this column
is based on the average price of the Company's Common Stock on the date of
the award. The amounts shown do not include the value of restricted stock
awards representing a portion of the payouts under the Company's Long-Term
Performance Plan. All awards shown in this column were granted pursuant to
the Company's Stock Incentive Plan.
--------
Footnotes continue on following page.
7
<PAGE>
Footnotes continued from previous page
The aggregate number of shares of restricted stock held by the Named
Executives at December 31, 1998 and the dollar value thereof (based on the
closing price of the Company's Common Stock on December 31, 1998) were as
follows: for Mr. Wardrop--245,000, $5,757,500; for Mr. Wareham--45,000,
$1,057,500; for Mr. Newsted--45,000, $1,057,500; for Mr. Hritz--29,500,
$693,250; and for Mr. Graham--15,500, $364,250. Dividends are paid on
shares of restricted stock to the extent declared and paid on the Company's
Common Stock.
(6) The amounts shown in this column represent payouts under the Company's
Long-Term Performance Plan for the performance period ended December 31,
1998. One half of the amount shown for each Named Executive was paid in
cash (receipt of which may have been deferred pursuant to a prior election
by such Named Executive) and the balance in the form of an award of shares
of restricted stock valued on the basis of the market price of the
Company's Common Stock on the date of the approval of the share issuance
by the Compensation Committee. Those shares are in addition to shares
underlying restricted stock awards granted in 1998 pursuant to the Stock
Incentive Plan but are subject to all of the terms and conditions of that
plan and vest with respect to 20% of the shares on each of the first
through fifth anniversaries of the award.
(7) The amounts shown in this column for 1998 were derived as follows: (i) for
Mr. Wardrop, $10,074 was attributed to him for imputed income arising out
of a Company-provided life insurance plan and $63,000 represents the
Company's matching contributions for his account to the Company's thrift
plan; (ii) for Mr. Wareham, $6,741 was attributed to him for imputed
income arising out of a Company-provided life insurance plan and $28,000
represents the Company's matching contribution for his account to the
Company's thrift plan; (iii) for Mr. Newsted, $1,253 was attributed to him
for imputed income arising out of a Company-provided life insurance plan
and $23,275 represents the Company's matching contribution for his account
to the Company's thrift plan; (iv) for Mr. Hritz, $1,106 was attributed to
him for imputed income arising out of a Company-provided life insurance
plan and $20,767 represents the Company's matching contribution for his
account to the Company's thrift plan; and (v) for Mr. Graham, $814 was
attributed to him for imputed income arising out of a Company-provided
life insurance plan, $15,750 represents the Company's matching
contribution for his account to the Company's thrift plan and $96 was paid
to him pursuant to a Company-provided medical plan. All premiums for
Company-provided life insurance are paid by the Company; income is imputed
to an employee in an amount equal to the portion of the premium applicable
to coverage exceeding $50,000.
Stock Options
Pursuant to its Stock Incentive Plan, the Company grants to its key
employees, including its executive officers, options to purchase shares of its
Common Stock. The plan does not provide for, and the Company does not grant,
stock appreciation rights.
8
<PAGE>
The following table sets forth information with respect to stock options
granted to the Named Executives in 1998:
Stock Option Grants in 1998
<TABLE>
<CAPTION>
Potential
Realizable Value at
Percent of Assumed Annual
Total Exercise Rates of Stock
Options Options Price Price Appreciation
Granted Granted to Per for Option Term(2)
(# of Employees Share Expiration -------------------
Name shares) in 1998 ($)(1) Date 5% ($) 10% ($)
- ---- ------- ---------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
R.M. Wardrop, Jr.... 100,000 25.48 19.1563 5/21/08 1,204,729 3,053,021
J.L. Wareham........ 50,000 12.74 19.1563 5/21/08 602,365 1,526,510
R.E. Newsted........ 40,000 10.19 19.1563 5/21/08 481,892 1,221,208
J.G. Hritz.......... 25,000 6.37 19.1563 5/21/08 301,182 763,255
T.C. Graham, Jr..... 10,000 2.55 19.1563 5/21/08 120,473 305,302
</TABLE>
- --------
(1) All options provide for an exercise price equal to the fair market value
of the underlying shares as of the date of grant.
(2) The amounts shown in these columns represent the potential appreciation in
the value of the options over their stated term of ten years, based upon
assumed compounded rates of appreciation of 5% per year (equivalent to
162.89%) and 10% per year (equivalent to 259.37%), respectively. Those
amounts are not intended as forecasts of future appreciation, which is
dependent upon the actual increase, if any, in the market price of the
shares underlying the options, and there is no assurance that the amounts
of appreciation shown in these columns will be realized.
The following table provides information as to options exercised by each of
the Named Executives in 1998 and the value of options held by them at year
end:
Aggregate Option Exercises in 1998 and
Option Values at December 31, 1998
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Number Options at In-the-Money Options at
of Shares December 31, 1998 December 31, 1998($)(1)
Acquired on Value ------------------------- -------------------------
Name Exercise Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R.M. Wardrop, Jr. ...... 0 -- 510,002 319,998 4,110,226 1,211,660
J.L. Wareham............ 0 -- 20,000 90,000 107,500 424,375
R.E. Newsted............ 0 -- 154,668 67,332 1,175,927 270,453
J.G. Hritz.............. 0 -- 28,002 46,330 127,833 187,009
T.C. Graham, Jr......... 0 -- 20,002 24,998 41,672 84,578
</TABLE>
- --------
(1) Calculated on the basis of the difference between the option exercise
price and the closing price of the Company's Common Stock on the New York
Stock Exchange on December 31, 1998 ($23.50 per share).
Long-Term Incentive Awards
The Company's Long-Term Performance Plan is designed to increase
management's focus on the Company's longer term performance relative to that
of a group of six other steel producers--Bethlehem Steel Corporation,
Ispat/Inland Steel Company, LTV Steel Company, Inc., National Steel
Corporation, Nucor Corporation and the U.S. Steel Group of USX Corporation--
and to further enhance the Company's ability to retain the services of its key
executives.
9
<PAGE>
Long-term performance is measured on the basis of what the Company deems to
be a critical indicator of profitability in the steel industry--operating
profit per ton of steel shipped--which, for purposes of the plan, is assessed
both cumulatively and annually over a performance period of three years, with
a new performance period commencing annually. In addition, upon inception of
the plan, the Board of Directors also provided for a one-time transitional
two-year performance period that ended December 31, 1996. Payouts in respect
of both performance periods are shown in the Summary Compensation Table on
page 7.
Payouts under the plan are made shortly following the expiration of the
applicable performance period. No payout is made unless (i) the Company
reports net income for the last year of the performance period and (ii) the
Company's operating profit per ton ranks at least in the upper 50% of the
competitor group either on a cumulative basis over the entire performance
period or during the last year of the performance period. The payout to each
participating executive is determined by multiplying the executive's annual
base salary as of the end of the performance period by an award percentage. A
target percentage for each executive is established at or shortly following
the beginning of the performance period, subject to the approval of the
Compensation Committee. The actual award percentage may be higher or lower
than the target percentage, depending upon the Company's performance relative
to that of the competitor group during the performance period, and currently
ranges from a threshold of 15% of the target percentage to a maximum of 200%
of the target percentage. An executive would be entitled to the maximum payout
only if the Company's performance ranks first among the competitor group both
on a cumulative basis over the entire performance period and during the last
year thereof. No payment is made to an executive who has voluntarily resigned
or been discharged for cause prior to the scheduled date of payout. Upon
retirement, an executive is entitled under the Plan to receive, in lieu of any
amounts to which he or she otherwise might have been entitled in respect of
performance periods that commenced prior to his or her retirement but are
scheduled to expire subsequent thereto, a payment equal to his or her payout
for the performance period last ended prior to the date of his retirement. Up
to 50% of an executive's payout may be made in the form of an award of shares
of restricted stock, which vests with respect to 20% of the shares on each of
the first through fifth anniversaries of the award date.
The following table sets forth information with respect to potential payouts
to the Named Executives pursuant to awards granted to them in 1998 under the
Company's Long-Term Performance Plan:
Long-Term Performance Plan Awards in 1998
<TABLE>
<CAPTION>
Number of
Shares, Performance Estimated Future Payouts(2)
Units or Period Until ---------------------------
Other Maturation or Threshold Target Maximum
Name Rights(1) Payout ($) ($) ($)
- ---- --------- --------------- --------- ------- ---------
<S> <C> <C> <C> <C> <C>
R.M. Wardrop, Jr......... 75 1/1/98-12/31/00 101,250 675,000 1,350,000
J.L. Wareham............. 75 1/1/98-12/31/00 45,000 300,000 600,000
R.E. Newsted............. 50 1/1/98-12/31/00 26,250 175,000 350,000
J.G. Hritz............... 50 1/1/98-12/31/00 23,250 155,000 310,000
T.C. Graham, Jr.......... 50 1/1/98-12/31/00 16,875 112,500 225,000
</TABLE>
- --------
(1) The number set forth in this column for a Named Executive is the target
percentage specified by the Compensation Committee.
(2) For purposes of estimating a Named Executive's future payout, the
applicable percentage has been multiplied against the Named Executive's
annual base salary as of December 31, 1998. A Named Executive's ultimate
payout will be determined by multiplying the applicable award percentage
against his or her actual base salary at December 31, 2000, which may not
be the same as that in effect at December 31, 1998.
10
<PAGE>
Agreements with Principal Officers
The Company's executive officers and certain other key managers are covered
by agreements that provide for severance payments and certain other benefits
in the event (a "Triggering Event") of a diminution of the covered employee's
salary or responsibility or a termination of the employee's employment other
than for cause (as defined in the agreements). The agreements generally
provide that upon the occurrence of a Triggering Event, an elected officer
(including each of the Named Executives) would be entitled to (i) a lump sum
severance payment equal to the salary to which that officer would otherwise
have been entitled for a period (the "severance payment period") of 36 months
(if the Triggering Event occurs within 24 months following the occurrence of a
Change in Control, as defined in the agreements) or 24 months (in the case of
a Triggering Event occurring other than within 24 months after a Change in
Control); (ii) a lump sum payment under the Company's Annual Management
Incentive Plan of a sum equal to the aggregate annual bonuses to which the
officer would have been entitled for the applicable severance payment period
based upon the bonus actually received by the employee under that plan for the
year preceding the Triggering Event; (iii) the immediate vesting and lapse of
all restrictions on shares that were the subject of restricted stock awards to
the employee under the Company's Stock Incentive Plan; (iv) the right, for a
period of three years following the Triggering Event, to exercise any stock
options that were outstanding at the date of the Triggering Event; and (v)
continuing coverage under the Company's benefit plans (including life, health
and other insurance benefits) for the duration of the applicable severance
payment period. For all key managers other than executive officers, the
applicable severance period is 18 months, whether or not the Triggering Event
is preceded by a Change in Control. The agreements with certain senior
executive officers (including the Named Executives) also provide that, upon
either (i) an involuntary termination of employment other than for cause
(whether or not preceded by a Change in Control) or (ii) a voluntary
termination of employment for good reason (as defined in the agreements)
within 24 months following a Change in Control, the officer would be entitled
to a further lump sum payment equal to (and in lieu of) all amounts to which
that officer would otherwise have been entitled under the Company's
supplemental retirement plan (described below under "Pension Plans"), such
payment to be calculated as if he had become fully vested under the plan and
had retired at age 60 (or his then actual age, if higher). If the Triggering
Event is preceded by a Change in Control and any portion of the required
payments to an elected officer becomes subject to the federal excise tax on
so-called "parachute payments," the agreement with that officer provides for
"gross-up" so that the net amount retained by the officer, after deduction of
the excise tax and any applicable taxes on the "gross-up" payment, is not
reduced as a consequence of such excise tax. The Company's agreements with its
senior executive officers (including the Named Executives) provide to each
such officer the right, exercisable only during a thirty-day period commencing
(i) immediately after the occurrence of a Change in Control in the case of the
Chief Executive Officer, and (ii) 180 days following the occurrence of a
Change in Control in the case of all other senior executive officers, to
voluntarily terminate his or her employment and obtain the same benefits as
would be available following a Triggering Event.
Pension Plans
The Company's executive officers are eligible for retirement benefits under
several plans: (i) a qualified defined benefit plan (the "Defined Benefit
Plan") that covers salaried employees whose employment by the Company began on
or before December 31, 1991 and provides benefits based on the employee's
final average earnings, (ii) a qualified cash balance plan (the "Cash Balance
Plan") that covers salaried employees whose employment by the Company began on
or after January 1, 1992 and accumulates credits based on the employee's
length of service and compensation throughout the period of service, and (iii)
a supplemental retirement plan (the "Supplemental Plan") that provides a "make
up" of qualified plan benefits that may be denied to
11
<PAGE>
participants in the Defined Benefit Plan or the Cash Balance Plan because of
limitations imposed by the Internal Revenue Code of 1986, as amended, as well
as supplemental benefits for employees with a minimum of ten years of service,
including at least five years of service as a member of key management,
subject to a limit on the total benefits that may be paid to a covered
participant equal to the lesser of (x) 75% of the participant's highest annual
base salary during a defined period preceding retirement or (y) 45% of the
participant's average "covered compensation" (consisting of base salary,
bonuses under the Annual Management Incentive Plan and payouts under the Long-
Term Performance Plan) during that period.
Estimated Annual Pension Benefits
Each of the Named Executives (other than Mr. Hritz) and all but four of the
Company's other executive officers, commenced employment subsequent to January
1, 1992. Officers employed subsequent to that date are covered only under the
Cash Balance Plan and the Supplemental Plan. The following table sets forth
the estimated combined annual retirement benefits (calculated on a straight
line annuity basis) that may become payable to a covered participant in the
higher compensation classifications, including the Named Executives, under the
Cash Balance Plan and the Supplemental Plan, assuming satisfaction of the
requisite service requirements at the time of retirement:
<TABLE>
<CAPTION>
Estimated Maximum Benefit Estimated Maximum Benefit
Based on Based on
Average Base Salary Average Covered Compensation
----------------------------- ----------------------------------------
Average Average
Base Estimated Covered Estimated
Salary ($) Benefit ($) Compensation ($) Benefit ($)
---------- ----------- ---------------- -----------
<S> <C> <C> <C>
200,000 150,000 600,000 270,000
300,000 225,000 800,000 360,000
400,000 300,000 1,000,000 450,000
500,000 375,000 1,200,000 540,000
600,000 450,000 1,400,000 630,000
700,000 525,000 1,600,000 720,000
800,000 600,000 1,800,000 810,000
900,000 675,000 2,000,000 900,000
1,000,000 750,000 2,200,000 990,000
</TABLE>
It is anticipated that, so long as annual bonuses under the Management
Incentive Plan and payouts under the Long-Term Performance Plan continue to
represent the principal contributants to the covered compensation of the
Company's executive officers, benefits to those officers, including those of
the Named Executives covered under the Cash Balance Plan, will be limited to
75% of his or her highest annual base salary during the period of his or her
employment. The following table sets forth, as of December 31, 1998, the
number of years of creditable service and the applicable covered compensation
and base salary for pension benefit calculation purposes for each of the Named
Executives covered under the Cash Balance Plan:
<TABLE>
<CAPTION>
Years of Covered Base
Name Service Compensation ($) Salary ($)
---- -------- ---------------- ----------
<S> <C> <C> <C>
R.M. Wardrop, Jr. .................... 6.5 2,788,789 900,000
J.L. Wareham.......................... 1.8 1,600,000 400,000
R.E. Newsted.......................... 4.3 878,952 350,000
T.C. Graham, Jr. ..................... 2.5 684,576 225,000
</TABLE>
12
<PAGE>
Five of the Company's executive officers (including Mr. Hritz) commenced
employment with the Company prior to January 1, 1992. Those officers are
covered under the Defined Benefit Plan and the Supplemental Plan. The
following table sets forth, as of December 31, 1998, the estimated combined
annual retirement benefits (calculated on a straight line annuity basis and
before a required deduction of a portion of applicable Social Security
benefits) that may become payable to a covered participant in the higher
compensation classifications under the Defined Benefit Plan and the
Supplemental Plan:
<TABLE>
<CAPTION>
Average Years of Service
Covered ----------------------------------------------------------------------
Compensation 15 20 30 40
------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 400,000 $180,000 $180,000 $189,000 $252,000
$ 500,000 $225,000 $225,000 $236,250 $315,000
$ 600,000 $270,000 $270,000 $283,500 $378,000
$ 700,000 $315,000 $315,000 $330,750 $441,000
$ 800,000 $360,000 $360,000 $378,000 $504,000
$ 900,000 $405,000 $405,000 $425,250 $567,000
$1,000,000 $450,000 $450,000 $472,500 $630,000
$1,100,000 $495,000 $495,000 $519,750 $693,000
$1,200,000 $540,000 $540,000 $567,000 $756,000
</TABLE>
To the extent that a participant's covered compensation substantially exceeds
his base salary, annual benefits will be limited to 75% of his or her highest
annual base salary during the period of his or her employment and, therefore,
will be less than the amounts shown in the foregoing table.
Under the Defined Benefit Plan, a participant's average pensionable earnings
are determined on the basis of the highest amounts paid to that participant in
any 60 consecutive months of service during his or her last 120 consecutive
months of service. Mr. Hritz has 9.3 years of credited service under the
Defined Benefit Plan. If his employment were to continue until retirement at
age 65 at his 1998 rate of remuneration, he would be entitled to receive an
annual pension of $232,500.
Compensation Committee Report on Executive Compensation
Compensation Policies
The functions of the Compensation Committee (the "Committee") are to review
and recommend to the Board of Directors the compensation of the Company's
executive officers, to review the duties and responsibilities of those
officers, to review the Company's overall compensation and personnel policies,
to administer the Company's Stock Incentive Plan, Long-Term Performance Plan
and certain other employee benefit plans, and to review and make
recommendations to the Board of Directors with respect to the Company's
incentive compensation plans, pension and savings plans and employee
retirement policies, benefits and plans. With respect to the Company's
executive compensation arrangements, the Committee's goal is to establish a
compensation program that strengthens the commonality of interest between
management and the Company's stockholders, links compensation with Company
performance and enables the Company to attract and retain executives of high
caliber and ability.
Executive Officer Compensation Components
The key elements of the Company's executive officer compensation program are
base salary, bonus awards under the Annual Management Incentive Plan and long-
term incentives consisting of awards under the Long- Term Performance Plan and
awards of stock options and restricted stock under the Stock Incentive Plan.
Each of these elements is addressed separately below.
13
<PAGE>
Base Salary
Salary levels are assigned to positions within competitive standards based
on job responsibilities and a review of the salary levels for comparable
positions at other major corporations, as disclosed in compensation surveys
conducted by independent consulting firms. Corporations for which compensation
data are included in these surveys include the largest publicly owned
integrated steel companies in the United States, as well as other industrial
companies with operations of comparable size and scope to those of the
Company.
Increases in base salary for an executive officer are based on individual
performance, Company performance and market compensation trends. The Committee
does not rely on any specific formula nor does it assign specific weights to
the various factors used in determining base salaries. Strong individual
performance and strong Company performance would generally result in above-
average increases. Below-market increases or no increases would generally
occur in years when individual performance and Company performance are below
expectations.
Annual Management Incentive Plan
The Company's Annual Management Incentive Plan is designed to motivate
executive officers to focus on both financial and non-financial goals that
directly impact shareholders. A bonus award under the plan is expressed as a
percentage of total base compensation for the year. Depending upon the extent
to which prescribed targets are achieved or exceeded, that percentage may vary
from approximately 50% of an executive's base compensation at target levels to
as much as 150% of base compensation for the Chairman and Chief Executive
Officer and the President or as much as 100% of base compensation in the case
of other executive officers. If the minimum specified target is not achieved,
no bonus is payable.
Because the Company's performance for 1998 exceeded each of the financial
and non-financial targets, bonus awards for 1998 as a percentage of base
compensation were 150% for each of Messrs. Wardrop and Wareham and 100% for
each of the other Named Executives.
Long-Term Performance Plan
The Company's Long-Term Performance Plan is designed to increase
management's focus on the Company's performance relative to that of its
principal competitors over a multi-year period and to further enhance the
Company's ability to retain the services of its key executives.
Because the Company's operating profit per ton exceeded that of all other
companies in the competitor group during 1996, 1997 and 1998, each of the
participating executives (including each of the Named Executives) received the
maximum payout in respect of the performance period that ended December 31,
1998 (which ranged from 100% of base salary at December 31, 1998 in the case
of Messrs. Newsted, Hritz and Graham to 150% of base salary at December 31,
1998 in the case of Messrs. Wardrop and Wareham).
Stock Incentive Plan
Grants of stock options and restricted stock awards under the Company's
Stock Incentive Plan are designed to link executive compensation to
appreciation in the market price of the Company's Common Stock and to
encourage executives to remain in the employ of the Company. Grants of options
and restricted stock awards were made during 1998 to each of the executives
named in the Summary Compensation Table based upon the recommendations of an
independent compensation consultant. These grants are reflected in the Summary
Compensation Table.
14
<PAGE>
Compensation of Chief Executive Officer
During 1998 Mr. Wardrop's annual base salary was increased from $700,000 to
$900,000. He also received an annual bonus of $1,350,000 for 1998 pursuant to
the Company's Annual Management Incentive Plan based solely upon corporate
performance for the year. In addition, pursuant to the Stock Incentive Plan,
during 1998 Mr. Wardrop was granted options with respect to 100,000 shares and
restricted stock awards with respect to 50,000 shares. He also received an
award under the Long-Term Performance Plan providing a target opportunity
equal to 75% of his base salary as of the end of a three-year performance
period ending December 31, 1998. Each of these compensation components was
based upon the recommendation of an independent compensation consultant as
well as the Committee's recognition of Mr. Wardrop's individual contribution
to the Company's exceptional performance during 1998.
Policy with Respect to Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code (the "Code") generally limits to
$1,000,000 per covered executive the deductibility for federal income tax
purposes of the annual compensation paid to a company's chief executive
officer and each of its other four most highly compensated executive officers.
Under the provisions of Section 162(m), there may be excluded from the
$1,000,000 limit compensation that is determined on the basis of certain
performance goals under plans that meet certain specific criteria.
Compensation attributable to the exercise of options granted under the Stock
Incentive Plan, as well as bonuses paid under the Annual Management Incentive
Plan and the Long-Term Performance Plan, are excluded from the $1,000,000
limit as a consequence of certain amendments to those plans that were approved
by stockholders.
The Compensation Committee
Robert E. Northam, Chairman
Allen Born
Dr. Bonnie G. Hill
Lawrence A. Leser
Compensation Committee Interlocks
The members of the Compensation Committee are not employees of the Company
and do not participate in any of the Company's management compensation
programs. No member of the Committee is an executive officer of a company of
which an executive officer of the Company serves as a director.
15
<PAGE>
COMPARATIVE PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock for the period from March 30, 1994 (the day on which
the Company's shares were first publicly traded) through December 31, 1998
with the cumulative total return for the same period of (i) the Standard &
Poor's 500 Stock Index and (ii) a peer group consisting of the four largest
publicly owned integrated steel companies in the United States (Bethlehem
Steel Corporation, LTV Corporation, National Steel Corporation and the U.S.
Steel Group of USX Corporation). These comparisons assume an investment of
$100 at the commencement of the period and reinvestment of dividends. With
respect to companies in the peer group, the returns of each company have been
weighted to reflect its stock market capitalization relative to that of the
other companies in the group.
Cumulative Total Returns
March 30, 1994 through December 31, 1998
(Value of $100 invested on March 30, 1994)
[THE TABLE BELOW WAS REPRESENTED IN THE PRINTED MATERIAL BY A LINE GRAPH]
<TABLE>
<CAPTION>
March 30, December 31, December 31, December 31, December 31, December 31,
Description 1994 1994 1995 1996 1997 1998
- ----------- --------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
AK STEEL $100.00 $130.85 $146.43 $172.30 $157.09 $214.11
PEER GROUP $100.00 $ 99.36 $ 83.71 $ 73.17 $ 72.84 $ 55.49
S&P 500 $100.00 $106.99 $143.99 $177.91 $237.18 $304.82
</TABLE>
16
<PAGE>
OTHER MATTERS
Any proposals of stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders must be submitted in writing, addressed to the
Secretary of the Company at its principal executive offices, and received by
the Company by January 20, 2000, in order to be considered for inclusion in
the proxy statement and form of proxy for that meeting.
The Company's audited financial statements as of and for the year ended
December 31, 1998, together with the report thereon of Deloitte & Touche LLP,
independent public accountants, are included in the Company's Annual Report on
Form 10-K under the Securities Exchange Act of 1934. A copy of the 1998 Annual
Report on Form 10-K is included in the Company's 1998 Annual Report to
Stockholders and is being furnished to stockholders together with this Proxy
Statement.
The Board of Directors has selected Deloitte & Touche LLP as the Company's
independent accountants for the current fiscal year. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual Meeting and
will respond to appropriate questions.
This Proxy Statement and the accompanying form of proxy will initially be
mailed to stockholders on or about April 9, 1999 together with the 1998 Annual
Report to Stockholders. In addition, the Company is requesting banks, brokers
and other custodians, nominees and fiduciaries to forward these proxy
materials and the accompanying reports to the beneficial owners of shares of
the Company's Common Stock held by them of record and will reimburse them for
their reasonable out-of-pocket expenses for doing so. The Company has retained
Georgeson & Company Inc. to assist in the solicitation of proxies for a fee
estimated to be $7,500 plus out-of-pocket expenses. Solicitation of proxies
also may be made by officers and employees of the Company. The cost of
soliciting proxies will be borne by the Company.
The Board of Directors does not know of any matters to be presented at the
meeting other than those set forth in the accompanying Notice of Meeting.
However, if any other matters properly come before the meeting, it is intended
that the holders of proxies will vote thereon in their discretion.
By order of the Board of Directors,
Brenda S. Harmon
Secretary
Middletown, Ohio
April 9, 1999
17
<PAGE>
AK STEEL HOLDING CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1999
The undersigned stockholder of AK Steel Holding Corporation (the
"Company") hereby appoints Richard M. Wardrop, Jr., John G. Hritz and Brenda S.
Harmon and each of them, as attorneys and proxies, each with full power of
substitution, to represent the undersigned at the Annual Meeting of Stockholders
of the Company to be held on May 20, 1999, and at any adjournments thereof, with
authority to vote at such meeting all shares of Common Stock of the Company
owned by the undersigned on March 31, 1999, in accordance with the directions
indicated herein.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED "FOR" THE ELECTION AS A DIRECTOR OF EACH OF THE NINE
NOMINEES NAMED ON THE REVERSE SIDE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NINE
NOMINEES NAMED FOR ELECTION AS A DIRECTOR.
<PAGE>
ELECTION OF DIRECTORS:
FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote [ ]
below (except as for all nominees listed below
marked to the contrary
below)
Nominees: Allen Born, John A. Georges, Dr. Bonnie G. Hill, Robert H.
Jenkins, Lawrence A Leser, Robert E. Northam, Cyrus Tang, Dr. James A.
Thomson and Richard M. Wardrop, Jr.
(INSTRUCTIONS: To withhold authority to vote for an individual nominee
named above, strike a line through that nominee's name)
And to transact such other business as may properly come before the meeting or
any adjournments thereof.
Date: _____________________ Signature(s):________________________________
(Please date and sign exactly as name appears
hereon. When signing as attorney,
administrator, trustee, custodian or guardian,
give full title as such. Where more than one
owner, all should sign. Proxies executed by a
partnership or corporation should be signed in
the full partnership or corporate name by a
partner or authorized officer.)
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
