-----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, SghnfTm6qOt8VQj8Go4yeTcjiyBAoSLg40WV0yx+vnChDMcP9PM4zGOfggV3Jh3Y ZIaI6pfhleJX64DHP0kZUg== 0000909518-97-000535.txt : 19970918 0000909518-97-000535.hdr.sgml : 19970918 ACCESSION NUMBER: 0000909518-97-000535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970915 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970915 SROS: NONE 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13696 FILM NUMBER: 97680664 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 8-K 1 AK STEEL HOLDING CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT - September 15, 1997 (Date of Earliest Event Reported) AK STEEL HOLDING CORPORATION (Exact name of registrant as specified in its charter) Commission File No. 1-13696 Delaware 31-1401455 - ------------------------ ------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 703 Curtis Street, Middletown, Ohio 45043 - ------------------------------------ ------------------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (513) 425-5000 Item 5. Other Events - ------ ------------ Effective September 15, 1997, The Fifth Third Bank, Cincinnati, Ohio, has succeeded The Bank of New York as (i) Transfer Agent and Registrar of, and Dividends Disbursing Agent for, the outstanding Common Stock, $.01 par value, and 7.00% Convertible Preferred Stock, Stock Appreciation Income Linked Securities (SAILS) of AK Steel Holding Corporation (the "Company"), (ii) Rights Agent with respect to the Company's outstanding Junior Preferred Stock Purchase Rights under the Rights Agreement, dated as of January 23, 1996, between the Company and the Rights Agent named therein and (iii) Trustee and Paying Agent with respect to the outstanding 10 3/4% Senior Notes Due 2004 and 9 1/8% Senior Notes Due 2006 of the Company's wholly-owned subsidiary, AK Steel Corporation. Item 7. Financial Statements, Pro Forma Financial - ------ Information and Exhibits. ----------------------------------------- (c) Exhibits. 4.1 Substitution of Successor Rights Agent and Amendment No. 1, dated as of September 15, 1997, to Rights Agreement, dated as of January 23, 1996, between AK Steel Holding Corporation and The Fifth Third Bank, as successor Rights Agent named therein. 4.2 Instrument of Resignation, Appointment and Acceptance, dated as of September 15, 1997, among AK Steel Corporation, as issuer, AK Steel Holding Corporation, as guarantor, The Bank of New York, as resigning Trustee, and The Fifth Third Bank, as successor Trustee, relating to AK Steel Corporation's 10-3/4% Senior Notes due 2004. 4.3 Instrument of Resignation, Appointment and Acceptance, dated as of September 15, 1997, among AK Steel Corporation, as issuer, AK Steel Holding Corporation, as guarantor, The Bank of New York, as resigning Trustee, and The Fifth Third Bank, as successor Trustee, relating to AK Steel Corporation's 9-l/8% Senior Notes due 2006. 99.1 Press Release, dated September 15, 1997. 2 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. AK STEEL HOLDING CORPORATION By /s/ Richard E. Newsted -------------------------- Name: Richard E. Newsted Title: Executive Vice President, Chief Financial Officer September 15, 1997 EXHIBIT INDEX ------------- Exhibit No. Description - ---------- ----------- 4.1 Substitution of Successor Rights Agent and Amendment No. 1, dated as of September 15, 1997, to Rights Agreement, dated as of January 23, 1996, between AK Steel Holding Corporation and The Fifth Third Bank, as successor Rights Agent named therein. 4.2 Instrument of Resignation, Appointment and Acceptance, dated as of September 15, 1997, among AK Steel Corporation, as issuer, AK Steel Holding Corporation, as guarantor, The Bank of New York, as resigning Trustee, and The Fifth Third Bank, as successor Trustee, relating to AK Steel Corporation's 10-3/4% Senior Notes due 2004. 4.3 Instrument of Resignation, Appointment and Acceptance, dated as of September 15, 1997, among AK Steel Corporation, as issuer, AK Steel Holding Corporation, as guarantor, The Bank of New York, as resigning Trustee, and The Fifth Third Bank, as successor Trustee, relating to AK Steel Corporation's 9-l/8% Senior Notes due 2006. 99.1 Press Release, dated September 15, 1997. EX-4.1 2 SUBSTITUTION OF SUCESSOR RIGHTS AGENT EXHIBIT 4.1 SUBSTITUTION OF SUCCESSOR RIGHTS AGENT AND AMENDMENT NO. 1 TO RIGHTS AGREEMENT SUBSTITUTION OF SUCCESSOR RIGHTS AGENT AND AMENDMENT NO. 1 (this "Amendment"), dated as of September 15, 1997, to that certain RIGHTS AGREEMENT (the "Rights Agreement"), dated as of January 23, 1996, between AK Steel Holding Corporation, a Delaware corporation (the "Company"), and The Fifth Third Bank, an Ohio banking association with its principal place of business at 38 Fountain Square Plaza, Cincinnati, Ohio 45263 ("Fifth Third"). W I T N E S S E T H: WHEREAS, as of January 23, 1996, the Company and The Bank of New York ("BONY") entered into a Rights Agreement relating to the Company's outstanding Series A Junior Preferred Stock purchase rights; and WHEREAS, pursuant to Section 21 of the Rights Agreement, BONY has resigned as Rights Agent under the Rights Agreement effective as of the date hereof; and WHEREAS, the Company has appointed Fifth Third as successor Rights Agent under the Rights Agreement, and Fifth Third has agreed to accept such appointment as of the date hereof; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. Successor Rights Agent. Effective as of September 15, 1997, Fifth Third shall serve as Rights Agent under the Rights Agreement, as successor to BONY, and from and after that date shall be vested with the same powers, rights, duties and responsibilities, without further act or deed, as if it had been originally named as Rights Agent as of January 23, 1996. Notices to Fifth Third with respect to its responsibilities under the Rights Agreement shall be mailed to: The Fifth Third Bank Number 1090D2 38 Fountain Square Plaza Cincinnati, Ohio 45202 2. Amendments. (a) The second sentence of Section 3(c) of the Rights Agreement is hereby amended to read in its entirety as follows: "Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between AK Steel Holding Corporation and Fifth Third Bank (the "Rights Agent"), as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of AK Steel Holding Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. AK Steel Holding Corporation shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person. (b) Section 20(e) of the Rights Agreement is hereby amended to read in its entirety as follows: "(e) The Rights Agent shall not be under any responsibility in respect of the validity of this Rights Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant condition contained in this Rights Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 7(e) hereof) or adjustment required under the provisions of Section 11 or Section 13 hereof or any other provision hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after receipt by the Rights Agent of the certificate describing any such adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Preferred Stock or any other securities to be issued pursuant to this Rights Agreement or any Right Certificate or as to whether any shares of Preferred Stock or any other securities will, when issued, be validly authorized and issued, fully paid and nonassessable." (c) The last period in Section 20(g) of the Rights Agreement is hereby deleted and the following language is hereby added thereafter: "or for any delay in acting while waiting for those instructions. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing a request for instructions with regard to any action proposed to be taken or omitted by the Rights Agent under this Rights Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable for any action taken by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified in such application (which date shall not be less than five Business Days after the date any such officer of the Company actually receives such application), unless prior to taking any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions from the Company in response to such application with regard to the action to be taken or omitted." (d) The first sentence of Exhibit A to the Rights Agreement is hereby amended to read as follows: "This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of January 23, 1996, as such agreement has been and may be amended from time to time (the "Rights Agreement"), between AK Steel Holding Corporation, a Delaware corporation (the "Company"), and Fifth Third Bank, an Ohio banking association (the "Rights Agent," which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New York City time) on January 23, 2006 at the office of the Rights Agent designated in the Rights Agreement for such purpose, or its successor as Rights Agent, in [City], [State], one one-hundredth (1/100) of a fully paid nonassessable share of Series A Junior Preferred Stock (the "Preferred Stock"), of the Company at a purchase price of $130, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Exercise Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase attached hereto and duly executed." 2 3. Miscellaneous. (a) Upon the effectiveness of this Amendment, each reference in the Rights Agreement to "this agreement," "hereunder," "hereof," "herein," or words of like import, shall mean and be a reference to the Rights Agreement as amended hereby. (b) This Amendment will be binding upon and inure to the benefit of the Company, Fifth Third and to their respective successors and assigns. (c) This Amendment may not be changed orally, but only by an agreement in writing as signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. (d) This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the provisions, policies or principles thereof respecting conflict or choice of laws. (e) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. IN WITNESS WHEREOF, Fifth Third and the Company have duly executed this Amendment as of the date first above written. THE FIFTH THIRD BANK By: /s/ Dana Hushak -------------------------------------- Dana Hushak AK STEEL HOLDING CORPORATION By: /s/ Richard E. Newsted --------------------------------- Richard E. Newsted Executive Vice President, Chief Financial Officer 3 EX-4.2 3 INSTRUMENT OF RESIGNATION, 10-3/4% EXHIBIT 4.2 INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as September 15, 1997, among AK Steel Corporation (the "Issuer"), a corporation duly organized and existing under the laws of the State of Delaware, AK Steel Holding Corporation (the "Holding Company"), a corporation duly organized and existing under the laws of the State of Delaware, The Bank of New York, a New York banking corporation (the "Resigning Trustee"), and The Fifth Third Bank, an Ohio banking corporation ("Fifth Third"); WHEREAS, the Issuer has issued $325,000,000 aggregate principal amount of its 10-3/4% Senior Notes due 2004 (the "Notes"), under an Indenture dated as of April 1, 1994 (the "Indenture"), between the Issuer, the Holding Company, as guarantor, and the Resigning Trustee; and WHEREAS, Section 7.8 of the Indenture provides that the Trustee may at any time resign by giving written notice thereof to the Issuer of the Notes then outstanding; and WHEREAS, the Resigning Trustee represents that it has given such notice, a form of which is annexed hereto as Exhibit A; and WHEREAS, Section 7.8 of the Indenture further provides that, if the Trustee shall resign, the Issuer shall appoint a successor Trustee; and WHEREAS, the Issuer, by a resolution adopted by its Board of Directors on July 17, 1997, authorized the appointment of Fifth Third as successor Trustee, such appointment to become effective as of the date hereof upon the execution and delivery of this Instrument by all the parties hereto; and WHEREAS, Section 7.8 of the Indenture provides that the successor Trustee appointed as provided therein shall execute, acknowledge and deliver to its predecessor Trustee and to the Issuer, an instrument in writing accepting such appointment and thereupon such successor Trustee without any further act shall become fully vested with all the rights, powers, trusts, duties and obligations of its predecessor; and WHEREAS, no successor Trustee shall accept such appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under the provisions of Section 7.10 of the Indenture; and WHEREAS, Fifth Third is qualified, eligible and willing to accept such appointment as successor Trustee; NOW THEREFORE, THIS INSTRUMENT OF RESIGNATION, APPOINTMENT, AND ACCEPTANCE, WITNESSETH: that for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby covenanted, declared and decreed by the Issuer, the Holding Company, the Resigning Trustee and Fifth Third as follows: 1. The resignation of the Resigning Trustee as Trustee and its discharge from the trust created by the Indenture shall be effective as of the date hereof upon the execution and delivery of this Instrument by all the parties hereto. 2. The Issuer, in the exercise of the authority vested in it pursuant to Section 7.8 of the Indenture, hereby accepts the resignation of the Resigning Trustee and appoints Fifth Third as successor Trustee with all the properties, rights, powers and duties under the Indenture, such appointment to be effective as of the date hereof upon the execution and delivery of this Instrument by all the parties hereto. 3. Fifth Third hereby represents that it is qualified and eligible under the provisions of Section 7.10 of the Indenture to be appointed successor Trustee and hereby accepts its appointment as successor Trustee, pursuant to Section 7.8 of the Indenture, effective as of the date hereof upon the execution and delivery of this Instrument by all parties hereto, and hereby assumes the rights, powers and duties of the Trustee under the Indenture, subject to all terms and provisions therein contained. 4. The Resigning Trustee hereby grants, gives, bargains, sells, remises, releases, conveys, confirms, assigns, transfers, and sets over to Fifth Third, as such successor Trustee, and its successors and assigns, all properties, rights, powers, trusts, duties and obligations under the Indenture, subject to the lien provided for in Section 7.7 thereof; and the Resigning Trustee does hereby duly assign, transfer and deliver all property, securities and moneys held by Resigning Trustee as Trustee to Fifth Third as successor Trustee. The Issuer and the Holding Company, for the purpose of more fully and certainly vesting in and confirming to Fifth Third, as such successor Trustee, said properties, rights, powers and duties, and at the request of Fifth Third, join in the execution hereof. 5. The Resigning Trustee hereby represents and warrants to Fifth Third that: 2 a. No covenant or condition contained in the Indenture has been waived by the Resigning Trustee or by the Noteholders of the percentage in aggregate principal amount of the Notes required by the Indenture to effect any such waiver. b. There is no action, suit or proceeding pending or, to the best knowledge of the Resigning Trustee, threatened against the Resigning Trustee before any court or governmental authority arising out of any action or omission by the Resigning Trustee as Trustee under the Indenture. 6. This Instrument may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 7. Each of the Issuer, the Holding Company, the Resigning Trustee and Fifth Third acknowledges receipt of an executed counterpart of this Instrument. 8. Unless otherwise defined herein, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 9. This Instrument shall be governed by and construed in accordance with the laws of the State of New York. 3 IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation, Appointment and Acceptance to be duly executed all as of the day and year first above written. AK STEEL CORPORATION, as Issuer By: /s/ Richard E. Newsted -------------------- Attest: Name: Richard E. Newsted Title: Executive Vice President, Chief /s/ Donald B. Korade Financial Officer - --------------------- AK STEEL HOLDING CORPORATION, as Guarantor By: /s/ Richard E. Newsted --------------------- Attest: Name: Richard E. Newsted Title: Executive Vice President, Chief /s/ Donald B. Korade Financial Officer - --------------------- THE BANK OF NEW YORK, as Resigning Trustee By: /s/ W.T. Cunningham -------------------- Attest: Name: W.T. Cunningham Title: Vice President /s/ Suzanne J. MacDonald - ------------------------- THE FIFTH THIRD BANK, as Successor Trustee By: /s/ Kerry Byrne ------------------- Attest: Name: Kerry Byrne Title: Vice President /s/ Thomas P. Huelsman - ----------------------- 4 Exhibit A [THE BANK OF NEW YORK LETTERHEAD] _________ __, 1997 AK Steel Corporation AK Steel Holding Corporation 703 Curtis Street Middletown, Ohio 45043 Attn: John G. Hritz, Esq. Re: Resignation as Trustee Dear Mr. Hritz: Reference is hereby made to that certain Indenture, dated as of April 1, 1994, as amended and supplemented, among AK Steel Corporation (the "Company"), AK Steel Holding Corporation and The Bank of New York, as Trustee, relating to the Company's 10-3/4% Senior Notes Due 2004 (the "Indenture"). Please be advised that pursuant to Section 7.8 of the Indenture, The Bank of New York hereby resigns as Trustee thereunder. This resignation shall become effective upon the receipt by the undersigned of the written acceptance of appointment of a successor Trustee. Upon receipt of such acceptance of appointment, the undersigned shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7 of the Indenture. Please acknowledge your receipt and acceptance of this letter of resignation by signing and returning to the undersigned the enclosed copy of this letter. Very truly yours, THE BANK OF NEW YORK By:________________________ Name: Title: ACKNOWLEDGED AND ACCEPTED as of the date above: AK STEEL CORPORATION AK STEEL HOLDING CORPORATION By:____________________ By:_________________________ Name: Name: Title: Title: 5 NYFS07...:\55\38055\0005\2579\AGR7167N.25B EX-4.3 4 INSTRUMENT OF RESIGNATION, 9-1/8% EXHIBIT 4.3 INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as September 15, 1997, among AK Steel Corporation (the "Issuer"), a corporation duly organized and existing under the laws of the State of Delaware, AK Steel Holding Corporation (the "Holding Company"), a corporation duly organized and existing under the laws of the State of Delaware, The Bank of New York, a New York banking corporation (the "Resigning Trustee"), and The Fifth Third Bank, an Ohio banking corporation ("Fifth Third"); WHEREAS, the Issuer has issued $550,000,000 aggregate principal amount of its 9-1/8% Senior Notes due 2006 (the "Notes"), under an Indenture dated as of December 17, 1996 (the "Indenture"), between the Issuer, the Holding Company, as guarantor, and the Resigning Trustee; and WHEREAS, Section 7.8 of the Indenture provides that the Trustee may at any time resign by giving written notice thereof to the Issuer of the Notes then outstanding; and WHEREAS, the Resigning Trustee represents that it has given such notice, a form of which is annexed hereto as Exhibit A; and WHEREAS, Section 7.8 of the Indenture further provides that, if the Trustee shall resign, the Issuer shall appoint a successor Trustee; and WHEREAS, the Issuer, by a resolution adopted by its Board of Directors on July 17, 1997, authorized the appointment of Fifth Third as successor Trustee, such appointment to become effective as of the date hereof upon the execution and delivery of this Instrument by all the parties hereto; and WHEREAS, Section 7.8 of the Indenture provides that the successor Trustee appointed as provided therein shall execute, acknowledge and deliver to its predecessor Trustee and to the Issuer, an instrument in writing accepting such appointment and thereupon such successor Trustee without any further act shall become fully vested with all the rights, powers, trusts, duties and obligations of its predecessor; and WHEREAS, no successor Trustee shall accept such appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under the provisions of Section 7.10 of the Indenture; and WHEREAS, Fifth Third is qualified, eligible and willing to accept such appointment as successor Trustee; NOW THEREFORE, THIS INSTRUMENT OF RESIGNATION, APPOINTMENT, AND ACCEPTANCE, WITNESSETH: that for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby covenanted, declared and decreed by the Issuer, the Holding Company, the Resigning Trustee and Fifth Third as follows: 1. The resignation of the Resigning Trustee as Trustee and its discharge from the trust created by the Indenture shall be effective as of the date hereof upon the execution and delivery of this Instrument by all the parties hereto. 2. The Issuer, in the exercise of the authority vested in it pursuant to Section 7.8 of the Indenture, hereby accepts the resignation of the Resigning Trustee and appoints Fifth Third as successor Trustee with all the properties, rights, powers and duties under the Indenture, such appointment to be effective as of the date hereof upon the execution and delivery of this Instrument by all the parties hereto. 3. Fifth Third hereby represents that it is qualified and eligible under the provisions of Section 7.10 of the Indenture to be appointed successor Trustee and hereby accepts its appointment as successor Trustee, pursuant to Section 7.8 of the Indenture, effective as of the date hereof upon the execution and delivery of this Instrument by all parties hereto, and hereby assumes the rights, powers and duties of the Trustee under the Indenture, subject to all terms and provisions therein contained. 4. The Resigning Trustee hereby grants, gives, bargains, sells, remises, releases, conveys, confirms, assigns, transfers, and sets over to Fifth Third, as such successor Trustee, and its successors and assigns, all properties, rights, powers, trusts, duties and obligations under the Indenture, subject to the lien provided for in Section 7.7 thereof; and the Resigning Trustee does hereby duly assign, transfer and deliver all property, securities and moneys held by Resigning Trustee as Trustee to Fifth Third as successor Trustee. The Issuer and the Holding Company, for the purpose of more fully and certainly vesting in and confirming to Fifth Third, as such successor Trustee, said properties, rights, powers and duties, and at the request of Fifth Third, join in the execution hereof. 5. The Resigning Trustee hereby represents and warrants to Fifth Third that: 2 a. No covenant or condition contained in the Indenture has been waived by the Resigning Trustee or by the Noteholders of the percentage in aggregate principal amount of the Notes required by the Indenture to effect any such waiver. b. There is no action, suit or proceeding pending or, to the best knowledge of the Resigning Trustee, threatened against the Resigning Trustee before any court or governmental authority arising out of any action or omission by the Resigning Trustee as Trustee under the Indenture. 6. This Instrument may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 7. Each of the Issuer, the Holding Company, the Resigning Trustee and Fifth Third acknowledges receipt of an executed counterpart of this Instrument. 8. Unless otherwise defined herein, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 9. This Instrument shall be governed by and construed in accordance with the laws of the State of New York. 3 IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation, Appointment and Acceptance to be duly executed all as of the day and year first above written. AK STEEL CORPORATION, as Issuer By: /s/ Richard E. Newsted -------------------- Attest: Name: Richard E. Newsted Title: Executive Vice President, Chief /s/ Donald B. Korade Financial Officer - --------------------- AK STEEL HOLDING CORPORATION, as Guarantor By: /s/ Richard E. Newsted --------------------- Attest: Name: Richard E. Newsted Title: Executive Vice President, Chief /s/ Donald B. Korade Financial Officer - --------------------- THE BANK OF NEW YORK, as Resigning Trustee By: /s/ W.T. Cunningham -------------------- Attest: Name: W.T. Cunningham Title: Vice President /s/ Suzanne J. MacDonald - ------------------------- THE FIFTH THIRD BANK, as Successor Trustee By: /s/ Kerry Byrne ------------------- Attest: Name: Kerry Byrne Title: Vice President /s/ Thomas P. Huelsman - ----------------------- 4 Exhibit A [THE BANK OF NEW YORK LETTERHEAD] ________ __, 1997 AK Steel Corporation AK Steel Holding Corporation 703 Curtis Street Middletown, Ohio 45043 Attn: John G. Hritz, Esq. Re: Resignation as Trustee Dear Mr. Hritz: Reference is hereby made to that certain Indenture, dated as of December 17, 1996, as amended and supplemented, among AK Steel Corporation (the "Company"), AK Steel Holding Corporation and The Bank of New York, as Trustee, relating to the Company's 9-1/8% Senior Notes Due 2006 (the "Indenture"). Please be advised that pursuant to Section 7.8 of the Indenture, The Bank of New York hereby resigns as Trustee thereunder. This resignation shall become effective upon the receipt by the undersigned of the written acceptance of appointment of a successor Trustee. Upon receipt of such acceptance of appointment, the undersigned shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7 of the Indenture. Please acknowledge your receipt and acceptance of this letter of resignation by signing and returning to the undersigned the enclosed copy of this letter. Very truly yours, THE BANK OF NEW YORK By:________________________ Name: Title: ACKNOWLEDGED AND ACCEPTED as of the date above: AK STEEL CORPORATION AK STEEL HOLDING CORPORATION By:____________________ By:_________________________ Name: Name: Title: Title: 5 NYFS07...:\55\38055\0005\2579\AGR8217R.100 EX-99.1 5 PRESS RELEASE NEWS RELEASE CONTACTS: Media - Alan H. McCoy, Vice President, Public Affairs (513) 425-2826 Investors - James L. Wainscott, Vice President & Treasurer (513) 425-5392 AK STEEL APPOINTS NEW STOCK TRANSFER AGENT AND NOTES TRUSTEE MIDDLETOWN, OH, September 15, 1997 - AK Steel (NYSE:AKS) today announced the appointment of The Fifth Third Bank, Cincinnati, Ohio, as successor transfer agent and registrar for AK Steel's common and preferred equity securities, as well as successor trustee for the company's 10 3/4% Senior Notes Due 2004 and 9 1/8% Senior Notes Due 2006. Fifth Third Bank will also serve as the disbursement agent for dividend payments, paying agent for interest payments and as the agent and plan administrator for AK Steel's dividend reinvestment plan. AK Steel also announced that it has established a direct deposit service for dividend and interest payments to its stockholders and noteholders. AK Steel produces flat-rolled steel for automotive, appliance, construction and manufacturing markets. The company employs about 5,800 people in plants and offices in Middletown and Ashland, Kentucky. NYFS07...:\55\38055\0005\2579\RLS9127S.160 -----END PRIVACY-ENHANCED MESSAGE-----