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As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 333-16183
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification Number)
3001 MILLER ROAD
P.O. BOX 1699
DEARBORN, MI 48121-1699
(313) 317-8900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CARL L. VALDISERRI
ROUGE STEEL COMPANY
3001 MILLER ROAD
P.O. BOX 1699
DEARBORN, MI 48121-1699
(313) 317-8900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
SAMUEL M. FEDER, ESQ. ALAN L. BELLER, ESQ.
Rogers & Wells Cleary, Gottlieb, Steen & Hamilton
200 Park Avenue One Liberty Plaza
New York, New York 10166 New York, New York 10006
(212) 878-8000 (212) 225-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement has been declared
effective.
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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, check the following box. / /
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, check the following box and list the Securities Act
registration statement number of the earlier effective 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. / /
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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 SAID SECTION 8(a),
MAY DETERMINE.
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
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 ("Registrant") and Rouge Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of 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 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 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 Registrant.
Also as a result of the Merger, each outstanding employee stock option to
purchase shares of Rouge Steel's class A common stock granted under any
employee stock option or compensation plan or arrangement of Rouge Steel was
converted into an option to purchase one share of Registrant's class A common
stock in accordance with the provisions of such employee stock option or
compensation plan or arrangement.
In accordance with Rule 414 under the Securities Act, Registrant, as the
successor issuer of the class A and class B common stock, hereby expressly
adopts this registration statement as its own registration statement for all
purposes of the Securities Act and the Securities Exchange Act of 1934, as
amended.
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-3 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
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Clayton P. Shannon
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