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As filed with the Securities and Exchange Commission on July 31, 1997.
File No. 33-88520
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ROUGE INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-3340770
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3001 MILLER ROAD
P.0. BOX 1699
DEARBORN, MI 48121-1699
(313) 390-6877
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ROUGE STEEL COMPANY SAVINGS PLAN FOR SALARIED EMPLOYEES
ROUGE STEEL COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES
(FULL TITLE OF PLANS)
CARL L. VALDISERRI
ROUGE STEEL COMPANY
3001 MILLER ROAD
P.0. BOX 1699
DEARBORN, MI 48121-1699
(313) 390-6877
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
SAMUEL M. FEDER, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act"), to reflect the
adoption by Rouge Steel Company, a Delaware corporation ("Rouge Steel"), of a
holding company form of organizational structure. The holding company
organizational structure was effected pursuant to an Agreement and Plan of
Merger (the "Merger Agreement") among Rouge Steel, Rouge Industries, Inc., a
Delaware corporation (the "Registrant") and Rouge Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of the Registrant ("Merger Sub"). The
Merger Agreement provides for, among other things, the merger (the "Merger") of
Rouge Steel with and into Merger Sub, with Rouge Steel as the surviving
corporation. Pursuant to Section 251(g) of the General Corporation Law of the
State of Delaware, stockholder approval of the Merger was not required.
As a result of the Merger, which was consummated at 11:59 p.m. on July 30,
1997, Rouge Steel became a direct wholly-owned subsidiary of the Registrant.
Each share of class A common stock, par value $.01 per share, of Rouge Steel
issued and outstanding was converted into and exchanged for one share of class
A common stock, par value $.01 per share, of the Registrant and each share of
class B common stock, par value $.01 per share, of Rouge Steel issued and
outstanding was converted into and exchanged for one share of class B common
stock, par value $.01 per share, of the Registrant.
In accordance with Rule 414 under the Securities Act, the Registrant, as
the successor issuer to Rouge Steel, hereby expressly adopts this registration
statement as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended. The Rouge Steel Company Savings Plan For
Salaried Employees and the Rouge Steel Company Tax-Efficient Savings Plan For
Hourly Employees to which this registration statement relates (the "Plans")
shall continue to be known as the Rouge Steel Company Savings Plan For Salaried
Employees and the Rouge Steel Company Tax-Efficient Savings Plan For Hourly
Employees. Subsequent to the holding company reorganization, the Plans will
continue to cover employees of Rouge Steel. However, shares of stock issued in
accordance with the Plans shall be shares of stock of the Registrant rather
than shares of stock of Rouge Steel.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dearborn, State of
Michigan, on this 21st day of July, 1997.
ROUGE INDUSTRIES, INC.
By: /s/ Carl L. Valdiserri
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Name: Carl L. Valdiserri
Title: Chief Executive Officer and
Chairman of the Board
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed by the following
persons in the capacities indicated with respect to Rouge Industries, Inc., on
this 21st day of July, 1997.
SIGNATURE TITLE
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/s/ Carl L. Valdiserri Chief Executive Officer and Chairman of the Board
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Carl L. Valdiserri
/s/ Louis D. Camino President, Chief Operating Officer and Director
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Louis D. Camino
/s/ Gary P. Latendresse Vice President, Chief Financial Officer and
- -------------------------- Director (Principal Financial and Accounting
Gary P. Latendresse Officer)
/s/ Dominick C. Fanello Director
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Dominick C. Fanello
/s/ John E. Lobbia Director
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John E. Lobbia
/s/ Peter J. Pestillo Director
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Peter J. Pestillo
/s/ Clayton P. Shannon Director
- --------------------------
Clayton P. Shannon
