As filed with the Securities and Exchange Commission on May 28, 1998.
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
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.O. BOX 1699
DEARBORN, MI 48121-1699
(313) 317-8900
(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.O. BOX 1699
DEARBORN, MI 48121-1699
(313) 317-8900
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
Samuel M. Feder, Esq.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE MAXIMUM REGISTRATION FEE
PER SHARE (2) AGGREGATE
OFFERING PRICE(2)
<S> <C> <C> <C> <C>
Class A Common Stock, 500,000(3) $13.875(4) $6,937,500 $2,046.57 (5)
$.01 par value
</TABLE>
</FN>
(1) Plus such additional number of shares as may be required in the
event of a stock dividend, stock split, recapitalization or other
similar change in the Common Stock.
(2) Calculated in accordance with Rule 457 under the Securities Act of
1933 (the "Securities Act") solely for purposes of calculating the
registration fee.
(3) Represents the maximum aggregate number of shares reserved for
issuance to participants in (i) the Rouge Steel Company Savings Plan
for Salaried Employees and (ii) the Rouge Steel Company Tax-
Efficient Savings Plan for Hourly Employees. In addition, pursuant
to Rule 416(c) under the Securities Act, this Registration Statement
also covers an indeterminate amount of interests to be offered or
sold pursuant to the Rouge Steel Company Savings Plan for Salaried
Employees and the Rouge Steel Company Tax-Efficient Savings Plan for
Hourly Employees described herein.
(4) Pursuant to Rule 457(c) under the Securities Act, represents the
average of the high and low prices of the Common Stock on the New
York Stock Exchange on May 21, 1998.
(5) Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee
is required with respect to the interests in the Plans being
registered hereby.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 of Rouge Industries, Inc., a
Delaware corporation (the "Company"), is being filed in accordance with General
Instruction E to Form S-8 for the purpose of registering an additional 500,000
shares of common stock, $.01 par value per share (the "Common Stock"), of the
Company issuable (i) as matching contributions to participants in the Rouge
Steel Company Savings Plan for Salaried Employees, as amended (the "SPSE"), and
in the Rouge Steel Company Tax-Efficient Savings Plan for Hourly Employees, as
amended (the "TESPHE" and together with the SPSE, the "Plans"), and (ii) to
participants who choose to have their contributions to the Plans invested in
Common Stock. The shares to be registered hereunder are in addition to shares
of Common Stock that previously were registered under the Company's
Registration Statement on Form S-8 (Registration No. 33-88520), which was filed
with the Securities and Exchange Commission on January 15, 1995 and was
amended by Post-Effective Amendment No. 1 on July 21, 1997 (the "Prior S-8").
The contents of the Prior S-8 are incorporated herein by reference, except to
the extent supplemented or modified below.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
------------------------------------------------
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 (the "Annual Report").
(b) The SPSE's Annual Report on Form 11-K for the year ended
December 31, 1997 and the TESPHE's Annual Report on Form 11-K for the year
ended December 31, 1997.
(c) All other reports filed with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of the fiscal year covered
by the documents referred to in the Annual Report.
(d) The material in the section entitled "Description of
Registrant's Securities to be Registered" contained in (i) the Registration
Statement on Form 8-A (File No. 1-12852) of Rouge Steel Company (predecessor of
the Company) filed under Section 12 of the Exchange Act and (ii) the Company's
Registration Statement on Form 8-B filed under Section 12 of the Exchange Act
on July 21, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters all securities covered
hereby then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof commencing on the respective dates on which such
documents are filed. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS.
There are filed with the Registration Statement the following
exhibits:
3.1 Amended and Restated Certificate of Incorporation of the
Company, previously filed as Exhibit 3.1 to Registration
Statement on Form 8-B (the "Form 8-B"), which is
incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Company, previously
filed as Exhibit 3.2 to the Form 8-B, which is incorporated
herein by reference.
4.1 Amendment to SPSE, previously filed as Exhibit 10.3 to the
Form 8-B, which is incorporated herein by reference.
4.2 Amendment to TESPHE, previously filed as Exhibit 10.4 to the
Form 8-B, which is incorporated herein by reference.
5.1 Opinion of Rogers & Wells LLP.
5.2 Copy of Internal Revenue Service determination letter that
the SPSE is qualified under Section 401 of the Internal
Revenue Code.
2
<PAGE>
5.3 Copy of Internal Revenue Service determination letter that
the TESPHE is qualified under Section 401 of the Internal
Revenue Code.
15 Awareness Letter of Price Waterhouse LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Rogers & Wells LLP (included in Exhibit 5).
3
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, Rouge Industries, Inc. 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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dearborn, State of
Michigan, on May 27, 1998.
ROUGE INDUSTRIES, INC.
By: /S/ CARL L. VALDISERRI
---------------------------
Name: Carl L. Valdiserri
Title: Chief Executive Officer and
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carl L. Valdiserri and Gary P. Latendresse, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution and to act without the other, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for 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 their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ CARL L. VALDISERRI Chief Executive Officer and
Carl L. Valdiserri Chairman of the Board May 27, 1998
/s/ LOUIS D. CAMINO President, Chief Operating Officer
Louis D. Camino and Director May 27, 1998
/s/ GARY P. LATENDRESSE Executive Vice President, Chief
Gary P. Latendresse Financial Officer and Director May 27, 1998
/s/ DOMINICK C. FANELLO Director May 27, 1998
Dominick C. Fanello
/s/ JOHN E. LOBBIA Director May 27, 1998
John E. Lobbia
/s/ PETER J. PESTILLO Director May 27, 1998
Peter J. Pestillo
/s/ CLAYTON P. SHANNON Director May 27, 1998
Clayton P. Shannon
</TABLE>
THE PLANS. Pursuant to the requirements of the Securities Act of 1933,
the Rouge Steel Company Savings Plan for Salaried Employees has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, State of Michigan, on May
27, 1998.
ROUGE STEEL COMPANY SAVINGS
PLAN FOR SALARIED EMPLOYEES
By: /s/ WILLIAM E. HORNBERGER
------------------------------
Name: William E. Hornberger
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, the Rouge
Steel Company Tax-Efficient Savings Plan for Hourly Employees has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, State of Michigan, on May
27, 1998.
ROUGE STEEL COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
By: /s/ WILLIAM E. HORNBERGER
------------------------------
Name: William E. Hornberger
Title: Vice President
5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NUMBER INDEX TO EXHIBITS PAGE
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company,
previously filed as Exhibit 3.1 to Registration Statement on Form 8-
B (the "Form 8-B"), which is incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Company, previously filed as
Exhibit 3.2 to the Form 8-B, which is incorporated herein by
reference.
4.1 Amendment to Rouge Steel Company Savings Plan for Salaried
Employees, as amended ("SPSE"), previously filed as Exhibit 10.3 to
the Form 8-B, which is incorporated herein by reference.
4.2 Amendment to Rouge Steel Company Tax-Efficient Savings Plan for
Hourly Employees, as amended ("TESPHE"), previously filed as Exhibit
10.4 to the Form 8-B, which is incorporated herein by reference.
5.1 Opinion of Rogers & Wells LLP.
5.2 Copy of Internal Revenue Service determination letter that the SPSE
is qualified under Section 401 of the Internal Revenue Code.
5.3 Copy of Internal Revenue Service determination letter that the
TESPHE is qualified under Section 401 of the Internal Revenue Code.
15 Awareness Letter of Price Waterhouse LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Rogers & Wells LLP (included in Exhibit 5).
</TABLE>
Exhibit 5.1
ROGERS & WELLS LLP
200 Park Avenue, New York, NY 10166
Telephone 212-878-8000 Facsimile 212 878-8375
May 27, 1998
Rouge Industries, Inc.
3001 Miller Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
We have acted as counsel to Rouge Industries, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") covering an
aggregate of 500,000 shares (the "Shares") of class A common stock, $.01
par value per share (the "Common Stock"), of the Company reserved for
issuance (i) as matching contributions to participants in the Rouge Steel
Company Savings Plan for Salaried Employees and the Rouge Steel Company
Tax-Efficient Savings Plan for Hourly Employees (collectively, the "Plans")
or (ii) to participants who choose to have their contributions to the Plans
invested in Common Stock.
In rendering this opinion, we have examined the Registration Statement
in the form to be filed with the Commission on or about the date hereof,
records of applicable corporate proceedings of the Company and such other
documents as we have deemed necessary as a basis for this opinion.
Based upon the foregoing, and such examination of law as we have deemed
necessary, we are of the opinion that, upon the issuance of the Shares
(i) as matching contributions to participants in the Plans or (ii) to
participants in the Plans who choose to have their contributions to the
Plans invested in Common Stock and the delivery by the Company of such
Shares, such Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
/s/ ROGERS & WELLS LLP
<PAGE>
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
Date: February 18, 1998 Employer Identification Number:
38-2386833
DLN:
17007262134007
ROUGE STEEL COMPANY Person to Contact:
3001 MILLER RD RM 2425 ROB CINDY PERRY
DEARBORN, MI 48121-1699 Contact Telephone Number:
(513) 241-5199
Plan Name:
SAVINGS PLAN FOR SALARIED
Plan Number: 004
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your
permanent records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some events that may effect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the
publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination letter is applicable for the amendment(s) adopted
on July 23, 1997.
This determination letter is also applicable for the amendment(s)
adopted on July 31, 1997.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
<PAGE>
ROUGE STEEL COMPANY -2-
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of design-
based safe harbor described in the regulations.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's
coverage group consists of those employees treated as currently benefitting
for purposes of demonstrating that the plan satisfies the minimum coverage
requirements of section 410(b) of the Code.
This plan also satisfies the requirements of section 1.401(a)(4)-4(b)
of the regulations with respect to the specific benefits, rights, or
features for which you have provided information.
Except as otherwise specified this letter may not be relied upon with
respect to whether the plan satisfies the qualification requirements as
amended by the Uruguay Round Agreements Act, Pub. L. 103-465 and by the
Small Business Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other
than the requirements of Code section 401(a)(26).
This letter considers the amendments required by the Tax Reform Act of
1986, except as otherwise specified in this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have any questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE>
Exhibit 5.3
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
Date: February 18, 1998 Employer Identification Number:
38-2386833
DLN:
17007262134027
ROUGE STEEL COMPANY Person to Contact:
3001 MILLER RD RM 2425 ROB CINDY PERRY
DEARBORN, MI 48121-1699 Contact Telephone Number:
(513) 241-5199
Plan Name:
TAX EFFICIENT SAVINGS PL FOR HOURLY
Plan Number: 003
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your
permanent records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some events that may effect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the
publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination letter is applicable for the amendment(s) adopted
on July 23, 1997.
This determination letter is also applicable for the amendment(s)
adopted on July 31, 1997.
This plan satisfies the minimum coverage and nondiscrimination
requirements of sections 410(b) and 401(a)(4) of the Code because the plan
benefits only collectively bargained employees or employees treated as
collectively bargained employees.
<PAGE>
ROUGE STEEL COMPANY -2-
Except as otherwise specified this letter may not be relied upon with
respect to whether the plan satisfies the qualification requirements as
amended by the Uruguay Round Agreements Act, Pub. L. 103-465 and by the
Small Business Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other
than the requirements of Code section 401(a)(26).
This letter considers the amendments required by the Tax Reform Act of
1986, except as otherwise specified in this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have any questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE>
EXHIBIT 15
May 27, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that Rouge Industries, Inc. has incorporated by reference our
report dated April 20, 1998 (issued pursuant to the provisions of Statements
on Auditing Standards No. 71 and No. 42) in its Registration Statement on
Form S-8 to be filed on or about May 27, 1998. We are also aware of
our responsibilities under the Securities Act of 1993.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, to be filed on or about May 27, 1998, of Rouge
Industries, Inc. of our report dated January 28, 1998, appearing on Page 29
of Rouge Industries, Inc. Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the incorporation by reference in
the Registration Statement of our report dated June 23, 1997 appearing on
page 3 of the Rouge Steel Company Savings Plan for Salaried Employees
Annual Report on Form 11-K for the year ended December 31, 1996 and our
report dated June 23, 1997 appearing on page 3 of the Rouge Steel Company
Tax-Efficient Savings Plan for Hourly Employees Annual Report on Form 11-K
for the year ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Bloomfield Hills, Michigan
May 27, 1998
