-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, EpXmMnVmWwtaAxBNkfW7NUp2WdI8qJTTbwMc92uMvt3fOBGJ3P0RxmE494xPGQIu bFOJREWckQlo+ESVLW6sbA== 0000007383-94-000007.txt : 19940414 0000007383-94-000007.hdr.sgml : 19940414 ACCESSION NUMBER: 0000007383-94-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940412 ITEM INFORMATION: Other events FILED AS OF DATE: 19940412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARMCO INC CENTRAL INDEX KEY: 0000007383 STANDARD INDUSTRIAL CLASSIFICATION: 3312 IRS NUMBER: 310200500 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00873 FILM NUMBER: 94522357 BUSINESS ADDRESS: STREET 1: 300 INTERPACE PKWY CITY: PARISPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2013165200 MAIL ADDRESS: STREET 1: 300 INTERPACE PARKWAY CITY: PARSIPPANY STATE: NJ ZIP: 07054-0324 FORMER COMPANY: FORMER CONFORMED NAME: ARMCO STEEL CORP DATE OF NAME CHANGE: 19790506 8-K 1 NONE 1 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION ------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 7, 1994 ----------------- Armco Inc. ------------------------------------------------ (Exact name of registrant as specified in charter) Ohio 1-873-2 31-0200500 - -------------------------------- ----------- ------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415 - ------------------------------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 412/255-9800 ------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 2 Item 5. Other Events. Armco Inc. ("Armco") announced on April 11, 1994, that it will record nonrecurring gains in the second quarter totaling about $67 million, or $.64 per share. The gains are a result of the initial public offering and recapitalization of its former joint venture Armco Steel Company, L.P. (now publicly owned and renamed AK Steel Corporation), which was completed on April 7, 1994. The income consists of a pre-tax gain of $37 million and a tax credit of approximately $30 million. The pre-tax gain is related to recognition of deferred pension curtailment gains and the release from certain obligations for future cash payments to the former joint venture. For tax purposes, the transaction creates a tax gain for Armco of approximately $110 million. However, Armco will be able to use existing tax loss carryforwards to offset any tax payment obligations. As a result, Armco is reevaluating its deferred tax asset position and expects to record a tax benefit in the second quarter of approximately $30 million. In exchange for its equity interest in the joint venture, Armco received 1,023,987 shares of common stock in AK Steel Corporation. At the initial public offering price of $23.50 per share, this stock has a value of $24 million. The investment in AK Steel Corporation, which represents about four percent of the outstanding shares after the initial public offering and recapitalization, will be recorded by Armco as a current asset. Should Armco sell these shares, it would record a gain equal to the net proceeds received. As part of the transaction, Armco agreed to hold the stock for at least 180 days. -2- 3 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 hereunto duly authorized. ARMCO INC. Date: April 12, 1994 By: /s/ Gary R. Hildreth -------------------------------- Gary R. Hildreth Vice President -3- -----END PRIVACY-ENHANCED MESSAGE-----