-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FLughOdpkz0wSltLOhj7Tz4UoexT5GVYHyAR2HwzKUAByZAkWIbeWbZjEPjNoC7n Ua2mdL5P4uk27UIPq5Kg9g== 0000909518-97-000729.txt : 19971223 0000909518-97-000729.hdr.sgml : 19971223 ACCESSION NUMBER: 0000909518-97-000729 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971222 EFFECTIVENESS DATE: 19971222 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AK STEEL HOLDING CORP CENTRAL INDEX KEY: 0000918160 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 311401455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-84578 FILM NUMBER: 97742019 BUSINESS ADDRESS: STREET 1: 703 CURTIS ST CITY: MIDDLETOWN STATE: OH ZIP: 45043 BUSINESS PHONE: 5134255000 MAIL ADDRESS: STREET 1: 703 CURTIS ST CITY: MIDDLETOWN STATE: OH ZIP: 45043 S-8 POS 1 AK STEEL HOLDING CORPORATION As filed with the Securities and Exchange Commission on December 22, 1997 Registration No. 33-84578 Registration No. 333-04505 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933 --------------- AK STEEL HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 31-1401455 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization 703 CURTIS STREET MIDDLETOWN, OHIO 45043 (Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) AK STEEL HOLDING CORPORATION 1994 STOCK INCENTIVE PLAN (Full Title of Plan) JOHN G. HRITZ VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY AK STEEL HOLDING CORPORATION 703 CURTIS STREET MIDDLETOWN, OHIO 45043 513-425-5000 (Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: STEPHEN H. COOPER, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153 (212) 310-8000 ================================================================================ This document constitutes Post-Effective Amendment No. 4 to Registration Statement No. 33-84578 and Post-Effective Amendment No. 1 to Registration Statement No. 333-04505. Pursuant to Rule 429 under the Securities Act of 1933, the Reoffer Prospectus included herein is a combined prospectus and relates to shares previously registered under cover of Registration Statements Nos. 33-84578 and 333-04505. ================================================================================ PRELIMINARY NOTE This Post-Effective Amendment to Registration Statements Nos. 33-84578 and 333-04505 is being filed (i) to adjust all references in the Reoffer Prospectus to numbers of shares to reflect a two-for-one split of the Registrant's Common Stock on November 17, 1997 and (ii) to update the information with respect to Selling Stockholders set forth in the Reoffer Prospectus. REOFFER PROSPECTUS AK STEEL HOLDING CORPORATION 4,913,194 Shares of Common Stock under the AK Steel Holding Corporation 1994 Stock Incentive Plan Certain directors and executive officers of AK Steel Holding Corporation, a Delaware corporation (the "Company"), who may be deemed "affiliates" of the Company as defined in Rule 405 under the Securities Act of 1933, as amended, may offer and sell from time to time shares of the Company's Common Stock, par value $.01 per share, that may be acquired by such persons pursuant to the AK Steel Holding Corporation 1994 Stock Incentive Plan (the "1994 Plan"). Such offers and sales will be made pursuant to this Reoffer Prospectus, copies of which have been filed with the New York Stock Exchange (the "NYSE"). Persons offering and selling shares of Common Stock pursuant to this Reoffer Prospectus are referred to herein as the "Selling Stockholders." Shares of Common Stock may be sold from time to time by a Selling Stockholder directly to purchasers. Alternatively, a Selling Stockholder may sell shares of Common Stock in one or more transactions (including block transactions) on the NYSE, in transactions occurring in the public market off the NYSE, in separately negotiated transactions or in a combination of such transactions. Each sale may be made either at market prices prevailing at the time of such sale or at negotiated prices. Shares may be sold by Selling Stockholders through brokers acting on behalf of such Selling Stockholders or to dealers for resale by such dealers, and in connection with such sales, such brokers or dealers may receive compensation in the form of discounts or commissions from such Selling Stockholders and/or the purchasers of such shares for whom they may act as broker or agent (which discounts or commissions are not anticipated to exceed those customary in the types of transactions involved). In addition, any shares covered by this Prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. All expenses of registration incurred in connection with this offering are being borne by the Company, but all brokerage commissions and other selling expenses incurred by a Selling Stockholder will be borne by such Selling Stockholder. The Company will not be entitled to any of the proceeds from any sales of Common Stock by the Selling Stockholders, although the Company will receive payment upon exercise of any options under which shares of Common Stock are acquired for cash by a Selling Stockholder. The Common Stock is listed for trading on the NYSE under the symbol "AKS". On December 19, 1997, the closing price of the Common Stock as reported on the NYSE Composite Tape was $_______ per share. -------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------------- The date of this Reoffer Prospectus is December 22, 1997 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. This Prospectus constitutes a part of a Registration Statement on Form S-8 filed by the Company with the Commission under the Securities Act (together with all amendments and exhibits thereto, the "Registration Statement"). This Prospectus omits certain of the information contained in the Registration Statement in accordance with the rules and regulations of the Commission. Reference is hereby made to the Registration Statement and related exhibits for further information with respect to the Company and the shares of Common Stock. Statements contained herein concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission pursuant to the Exchange Act are incorporated by reference in this Prospectus: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 1-13696); (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1997 (File No. 1-13696); (c) the Company's Current Reports on Form 8-K dated January 27, 1997, March 25, 1997, April 10, 1997, September 24, 1997 and October 14, 1997 (File No. 1-13696); and (d) the Company's Registration Statement on Form 8-A with respect to registration of the Common Stock under Section 12(b) of the Exchange Act (File No. 1-13696). All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not 2 be deemed, except as so modified or superseded, to constitute a part of this Prospectus. All information appearing in this Prospectus is qualified in its entirety by the information and financial statements (including notes thereto) appearing in the documents incorporated herein by reference, except to the extent set forth in the immediately preceding statement. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, on the written or oral request of such person, a copy of any or all documents incorporated by reference into this Prospectus except the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to AK Steel Holding Corporation, 703 Curtis Street, Middletown, Ohio, 45043 (telephone number (513) 425-5000), attention: Corporate Secretary. 3 THE COMPANY The Company is a fully-integrated producer of flat rolled steel. It concentrates on the production of premium quality coated, cold rolled and hot rolled carbon steel primarily for sale to the automotive, appliance, construction and manufacturing markets. The Company also cold rolls and aluminum coats stainless steel for automotive industry markets. The Company is a Delaware corporation. Its principal executive office is located at 703 Curtis Street, Middletown, Ohio 45043, and its telephone number at that address is (513) 425-5000. 4 SELLING STOCKHOLDERS The following table sets forth (a) the name and position or positions with the Company and/or its subsidiaries of each Selling Stockholder; (b) the number of shares of Common Stock beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by each Selling Stockholder as of November 30, 1997; (c) the number of shares of Common Stock that each Selling Stockholder may offer for sale from time to time pursuant to this Prospectus, whether or not such Selling Stockholder has a present intention to do so; and (d) the number of shares of Common Stock to be beneficially owned by each Selling Stockholder following the sale of all shares that may be so offered, assuming no other change in the beneficial ownership of the Company's Common Stock by such Selling Stockholder after November 30, 1997. After the completion of such sales, no Selling Stockholder will own more than one percent of the Company's outstanding Common Stock. This Reoffer Prospectus may be amended or supplemented from time to time to add or delete one or more persons to or from the list of Selling Stockholders.
Name and Principal Shares Position With Beneficially Shares Offered Shares Beneficially The Company Owned for Sale(1) Owned after Sale - ------------------ ------------ -------------- ------------------- Richard M. Wardrop, Jr. 637,362 383,334 254,028 Chairman of the Board and Chief Executive Officer Mark G. Essig 78,780 14,668 64,112 Executive Vice President - Commercial Thomas C. Graham, Jr. 24,946 8,334 16,612 Vice President - Research and Design Engineering John G. Hritz 38,686 8,002 30,684 Vice President, General Counsel and Secretary Donald B. Korade 38,310 22,668 15,642 Controller Alan H. McCoy 21,266 12,000 9,266 Vice President - Public Affairs Richard E. Newsted 173,218 120,668 52,550 Executive Vice President, Chief Financial Officer James W. Stanley 28,338 12,666 15,672 Vice President - Safety and Health James L. Wainscott 28,452 5,334 23,118 Vice President and Treasurer James F. Walsh 104,510 67,002 37,508 Vice President - Manufacturing James L. Wareham 25,000 -0- 25,000 President Allen Born 12,454 10,000 2,454 Director - ----------------------------- (Table continues on following page) 5 Name and Principal Shares Position With Beneficially Shares Offered Shares Beneficially The Company Owned for Sale(1) Owned after Sale - ------------------ ------------ -------------- ------------------- John A. Georges 13,516 10,000 3,516 Director Dr. Bonnie Guiton Hill 3,006 -0- 3,006 Robert J. Jenkins 11,026 10,000 1,026 Director Lawrence A. Leser 11,128 10,000 1,128 Director Robert E. Northam 11,756 10,000 1,756 Director Cyrus Tang 35,916 10,000 25,916 Director Dr. James A. Thompson 10,526 10,000 526 Director
- ------------------- (1) Consists of shares underlying options that are currently exercisable or will become exercisable within 60 days and shares that are the subject of restricted stock awards that will become vested within 60 days. PLAN OF DISTRIBUTION The shares of Common Stock may be sold from time to time to purchasers directly by any of the Selling Stockholders. Alternatively, the Selling Stockholders may sell the shares of Common Stock in one or more transactions (including block transactions) on the NYSE, in sales occurring in the public market off the NYSE, in separately negotiated transactions or in a combination of such transactions. Each sale may be made either at market prices prevailing at the time of such sale or at negotiated prices. Shares may be sold by Selling Stockholders through brokers acting on behalf of such Selling Stockholders or to dealers for resale by such dealers; and in connection with such sales, such brokers or dealers may receive compensation in the form of discounts or commissions from such Selling Stockholders and/or the purchasers of such shares for whom they may act as broker or agent (which discounts or commissions are not anticipated to exceed those customary in the types of transactions involved). In addition, any shares covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. The Selling Stockholders and any dealer participating in the distribution of any shares of Common Stock or any broker executing selling orders on behalf of the Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any profit on the sale of any or all of the shares of Common Stock by them and any discounts or commissions received by any such brokers or dealers may be deemed to be underwriting discounts and commissions under the Securities Act. In order to comply with the securities laws of certain states, if applicable, the shares will be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in such state or an exemption from such registration or qualification requirement is available and is complied with. All expenses incurred in connection with registration of the shares under the Securities Act are being borne by the Company, but all brokerage commissions and other selling expenses incurred by a Selling Stockholder will be borne by such Selling Stockholder. The Company will not receive any proceeds from any sales of Common Stock offered by Selling Stockholders pursuant to this Prospectus, although the Company will 6 receive payment upon the exercise of any options under which shares of Common Stock are acquired by the Selling Stockholders for cash. EXPERTS The financial statements incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1996 have been audited by DELOITTE & TOUCHE LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 7 ======================================= ====================================== NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE AK STEEL COMPANY. THIS PROSPECTUS DOES NOT HOLDING CONSTITUTE AN OFFER TO SELL OR A CORPORATION SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE. 4,913,194 SHARES -------------------- OF TABLE OF CONTENTS COMMON STOCK Page (par value $.01) ---- Available Information............. 2 Incorporation of Certain Documents by Reference.......... 2 The Company....................... 4 Selling Stockholders.............. 5 Plan of Distribution.............. 6 Experts........................... 7 --------------------- PROSPECTUS --------------------- December 22, 1997 ======================================= ====================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. Exhibit No. Description - ----------- ----------- 23.1 Consent of Deloitte & Touche LLP. II-1 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 Post-Effective Amendment to Registration Statements Nos. 33-84578 and 333-04505 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middletown, State of Ohio, on December 19, 1997. AK STEEL HOLDING CORPORATION By: /s/ RICHARD M. WARDROP -------------------------------------- Richard M. Wardrop, Jr., Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statements has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * Chairman of the Board December 19, 1997 - ------------------------- and Chief Executive Officer Richard M. Wardrop, Jr. (principal executive officer) and a Director * Executive Vice President, December 19, 1997 - ------------------------- Chief Financial Officer Richard E. Newsted (principal financial officer) /s/ DONALD B. KORADE Controller December 19, 1997 - ------------------------- (principal accounting officer) Donald B. Korade Director December , 1997 - ------------------------- Allen Born * Director December 19, 1997 - ------------------------- John A. Georges Director December , 1997 - ------------------------- Dr. Bonnie Guiton Hill /s/ ROBERT H. JENKINS Director December 19, 1997 - ------------------------- Robert H. Jenkins Director December , 1997 - ------------------------- Lawrence A. Leser * Director December 19, 1997 - ------------------------- Robert E. Northam II-2 * Director December 19, 1997 - ------------------------- Cyrus Tang Director December , 1997 - ------------------------- James A. Thomson, Ph.D *By: /s/ DONALD B. KORADE --------------------------- Donald B. Korade, Attorney-in-Fact II-3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 23.1 Consent of Deloitte & Touche LLP. II-4 EX-23 2 EXHIBIT 23.1 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-04505 on Form S-8 and Post-Effective Amendment No. 4 to Registration Statement No. 33-84578 on Form S-8 of AK Steel Holding Corporation of our report dated January 22, 1997, appearing in the Annual Report on Form 10-K of AK Steel Holding Corporation for the year ended December 31, 1996, and to the reference to us under the heading "Experts" in the combined Reoffer Prospectus, which is part of such Registration Statements. DELOITTE & TOUCHE LLP Cincinnati, Ohio December 22, 1997 -----END PRIVACY-ENHANCED MESSAGE-----