<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 25, 2000
-----------------
AK STEEL HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware File No. 1-13696 31-1401455
- --------------- ------------------------ -------------
(State or other (Commission file number) (IRS employer
jurisdiction of identification
incorporation) number)
703 Curtis Street, Middletown, Ohio 45043
- ---------------------------------------- ---------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 513-425-5000
Not Applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
------------
Filed herewith is a copy of a Press Release, dated January 25, 2000,
issued by AK Steel Holding Corporation (the "Company")to announce the Company's
fourth quarter 1999 earnings of $42.2 million, or $0.38 per diluted share of
common stock, excluding costs and special charges related to the acquisition of
Armco, which was completed September 30, 1999.
The Company also announced that its board of directors declared a regular
quarterly common stock dividend of $0.125 per share, payable on February 28,
2000 to shareholders of record on February 2, 2000. The board of directors also
declared a regular quarterly dividend of $0.90625 per share on its Series B
$3.625 Cumulative Convertible Preferred Stock, payable March 31, 2000 to
shareholders of record March 2, 2000.
The Company further stated that it anticipates operating costs to be
substantially higher in 2000 than in 1999, primarily due to increased raw
material costs.
Item 7. Exhibit.
-------
(a) Financial Statements of business acquired:
Not applicable.
(b) Pro Forma financial information:
Not applicable.
(c) Exhibit:
(1) Press Release, dated January 25, 2000
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AK STEEL HOLDING CORPORATION
/s/Brenda S. Harmon
---------------------------
Brenda S. Harmon
Secretary
Dated: January 25, 2000
<PAGE>
AK STEEL HOLDING CORPORATION
FORM 8-K
CURRENT REPORT
Exhibit Index
Exhibit No. Description Page
- ---------- ----------- ----
(1) Press Release, dated January 25, 2000 5
<PAGE>
EXHIBIT 99.(1)
NEWS RELEASE
AK STEEL REPORTS FOURTH QUARTER AND FULL YEAR 1999 RESULTS
MIDDLETOWN, OH, January 25, 2000 -- AK Steel (NYSE: AKS) today said the
company's fourth quarter 1999 earnings were $42.2 million, or $0.38 per diluted
share of common stock, excluding costs and special charges related to the
acquisition of Armco, which was completed September 30, 1999. Revenues for the
fourth quarter were $1,091.5 million on steel shipments of 1,599,000 tons.
Operating profit for the quarter, excluding merger-related costs and special
charges, was $103.7 million, or $65 per ton shipped. Value-added shipments for
the quarter were 87% of total shipments. The company said total pre-tax
merger-related costs and special charges in the quarter were $65.6 million,
which includes approximately $20 million related to the shutdown of an
unprofitable and redundant carbon steel galvanizing facility in Dover, Ohio,
previously operated by Armco.
1999 Full-Year Results
- ----------------------
For the full year 1999, AK Steel earned $172.8 million, or $1.59 per
diluted share, excluding merger-related costs, special charges and extraordinary
items. Operating profit for the year, excluding merger-related costs and special
charges, was $368.1 million, or $56 per ton shipped. 1999 revenues were $4,284.8
million on steel shipments of 6,541,000 tons, compared to 1998 revenues and
shipments of $4,029.7 million and 6,072,000 tons, respectively. Total pre-tax
merger-related costs and special charges were $117.2 million in 1999. The
company said it expects to incur an additional $20 million to $25 million of
merger-related costs in 2000, bringing total costs and special charges related
to the Armco acquisition to approximately $140 million.
"We fully expect 1999 to be AK Steel's sixth consecutive year of
industry-leading operating profitability per ton," said Richard M. Wardrop, Jr.,
chairman and chief executive officer of AK Steel. "In fact, we believe AK Steel
has widened the gap considerably in this key comparative measure of steel
company financial performance."
Mr. Wardrop cited several operating highlights in the
company's 1999 performance.
"Rockport Works began to hit its stride in 1999, establishing a number of
significant operating records," he said. "In addition, despite a contract
dispute at our Mansfield, Ohio stainless production facility, productivity and
quality measures are outstanding. Mansfield Works continues to be a significant
profit contributor to AK Steel," he said.
<PAGE>
Mr. Wardrop also noted the completion of Rockport Works and
the Armco acquisition continue to enhance AK Steel's value-added
product mix.
"Our shipments to automotive and appliance customers in 1999 again set new
records, and total value-added shipments increased to 5.4 million tons, or
approximately 82% of total shipments," he said. Mr. Wardrop noted that the
company continues to strive for additional value-added shipments.
"We are proceeding with a capital project designed to increase production
capacity of the company's Butler, Pennsylvania Works," he said. The project is
slated to be completed in the fourth quarter and is expected to increase
stainless and electrical steel melting capacity.
Dividends Declared on Common and Preferred Shares
- -------------------------------------------------
The company said its board of directors declared a regular quarterly
common stock dividend of $0.125 per share, payable on February 28, 2000 to
shareholders of record on February 2, 2000. The company's board of directors
also declared a regular quarterly dividend of $0.90625 per share on its Series B
$3.625 Cumulative Convertible Preferred Stock, payable on March 31, 2000 to
shareholders of record March 2, 2000.
Higher Raw Material Costs To Impact 2000 Results
- ------------------------------------------------
The company said it anticipates operating costs to be substantially higher
in 2000 than in 1999, primarily due to increased raw material costs. In
particular, AK Steel said prevailing prices for steel scrap and certain blast
furnace additives, as well as purchased semi-finished carbon steel slabs, began
to escalate late in 1999 and are continuing to rise. As a result, AK Steel
expects its aggregate costs for these materials to be approximately $100 million
more in 2000 than in 1999. The company said that, where possible, it will seek
to offset a portion of the higher costs with increased productivity, enhanced
product mix and price improvements in the spot market.
AK Steel produces flat-rolled carbon, stainless and electrical steel products
for automotive, appliance, construction and manufacturing markets, as well as
standard pipe and tubular steel products. AK Steel is headquartered in
Middletown, Ohio. It employs about 11,000 men and women in plants and offices in
Middletown, Coshocton, Mansfield, Warren and Zanesville, Ohio; Ashland,
Kentucky; Rockport, Indiana; and Butler, Sharon and Wheatland, Pennsylvania. AK
Steel also produces snow and ice control products, and operates a major
industrial park on the Houston, Texas ship channel. Note to Editors: Additional
information about AK Steel is available on the company's web site at
www.aksteel.com.
<PAGE>
AK Steel Statement of Income & Earnings Per Share Data
(Dollars and Shares in Millions Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31,
1999 1998 1999 1998
------------------ ------------------
<S> <C> <C> <C> <C> <C>
Shipments (000 tons) 1,599 1,616 6,541 6,072
Net Sales $1,091.5 $1,017.3 $4,284.8 $4,029.7
Cost of Products Sold 859.2 783.8 3,413.7 3,220.4
Selling and Administrative Expense 81.1 71.9 309.8 278.0
Depreciation 55.4 44.4 210.7 161.2
Special Charges and Unusual Items 57.7 -- 99.7 --
-------------------- --------------------
Total Operating Costs 1,053.4 900.1 4,033.9 3,659.6
Operating Profit 38.1 117.2 250.9 370.1
Interest Expense 34.5 22.7 123.7 84.9
Other Income 0.7 5.1 14.7 24.2
-------------------- --------------------
Income Before Income Taxes 4.3 99.6 141.9 309.4
Income Tax Provision 10.6 33.9 63.9 105.5
Minority Interest -- 2.1 6.7 8.1
-------------------- --------------------
Income (Loss) from Continuing Operations (6.3) 63.6 71.3 195.8
Discontinued Operations -- -- 7.5 --
-------------------- --------------------
Income (Loss) before Extraordinary Item &
Cum. Effect of a Change in Accounting (6.3) 63.6 78.8 195.8
Extraordinary Items -- -- (13.4) --
Cumulative Effect of a Change in
Accounting -- -- -- 133.9
-------------------- --------------------
Net Income (Loss) (6.3) 63.6 65.4 329.7
Less Preferred Dividends 0.3 2.5 7.6 9.8
-------------------- --------------------
Net Income Applicable to Common Stock $ (6.6) $ 61.1 $ 57.8 $ 319.9
==================== ====================
</TABLE>
<PAGE>
Earnings Per Share Data
(Dollars and Shares in Millions Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31,
1999 1998 1999 1998
------------------ -------------------
Basic Earnings Per Share:
- ------------------------
<S> <C> <C> <C> <C>
Income from Continuing Operations
less Preferred Dividends $ (0.06) $ 0.61 $ 0.62 $ 1.86
Discontinued Operations -- -- 0.07 --
Extraordinary Item -- -- (0.13) --
Cumulative Effect of Change
in Accounting -- -- -- 1.33
---------------------- ------------------
Basic Earnings Per Share $ (0.06) $ 0.61 $ 0.56 $ 3.19
====================== ==================
Weighted Average Shares Outstanding 106.5 100.3 102.4 100.6
Diluted Earnings Per Share:
- --------------------------
Income (Loss) from
Continuing Operations $ (0.06) $ 0.59 $ 0.62 $ 1.82
Discontinued Operations -- -- 0.07 --
Extraordinary Item -- -- (0.13) --
Cumulative Effect of Change
in Accounting -- -- -- 1.24
---------------------- -------------------
Diluted Earnings Per Share $ (0.06) $ 0.59 $ 0.56 $ 3.06
====================== ===================
Weighted Average Shares Outstanding 106.9 107.6 102.9 107.9
</TABLE>
Safe Harbor Statement
- ---------------------
This news release contains "forward-looking statements" within the meaning
of Section 21E of the Securities and Exchange Act of 1934. In particular, all
statements herein with respect to expected higher raw material costs in the year
2000, and their anticipated effect on the company's operating costs, are
forward-looking statements. Although management believes that the expectations
reflected in such forward-looking statements are reasonable, there is no
assurance that those expectations will prove to have been correct. Important
factors that could cause actual results to differ from management's expectations
include unanticipated additional cost increases, market price erosion and other
unknown factors.
