-----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, Ebyh6mJCZy3sYCdW4OOsdYUjVIyc6JUo7mkR+1c8hBFM8DoOR9GZqSslGzM7kW4M k5aLGRsvEkr/bUOpUNTj8g== 0000918160-97-000015.txt : 19971015 0000918160-97-000015.hdr.sgml : 19971015 ACCESSION NUMBER: 0000918160-97-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971013 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971014 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13696 FILM NUMBER: 97695088 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 NONE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report(Date of earliest event reported) October 13, 1997 ---------------- AK STEEL HOLDING CORPORATION - ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE File No. 1-13696 31-1401455 - --------------- ----------------------- ------------- (State or other (Commission file number) (IRS employer jurisdiction of identification incorporation) number) 703 Curtis Street, Middletown, Ohio 45043 - ---------------------------------------- --------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (513) 425-5000 ------------- Not Applicable - ------------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events. ------------ Filed herewith is a copy of a Press Release, dated October 8, 1997, issued by AK Steel Holding Corporation (the "Company") to announce its earnings for the three months and nine months ended September 30, 1997. Included in the Press Release are statements of operations and earnings per share data for the three months ended September 30, 1997 and September 30, 1996 and the nine months ended September 30, 1997 and September 30, 1996. All normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results of operations for the periods presented have been included. The nature of the Company's business is such that the results for any interim period are not necessarily indicative of the results for a full year. The Company also announced in a Press Release dated October 8, 1997, that its board of directors authorized a two-for-one common stock split in the form of a stock dividend payable November 17, 1997, to shareholders of record on October 21, 1997. Following the stock split approximately 62 million common shares will be outstanding. Item 7. Exhibits. --------- (a) Financial Statements of business acquired: Not applicable. (b) Pro Forma financial information: Not applicable. (c) Exhibits: (1) Press Release, dated October 8, 1997 (2) Press Release, dated October 8, 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 thereunto duly authorized. AK STEEL HOLDING CORPORATION /s/ John G. Hritz --------------------------------- Vice President, General Counsel and Secretary Dated: October 13, 1997 3 AK STEEL HOLDING CORPORATION FORM 8-K CURRENT REPORT Exhibit Index ------------- Exhibit No. Description Page - ---------- ----------- ---- 1 Press Release, dated October 13, 1997 5 2 Press Release, dated October 13, 1997 6 4 EX-1 2 EX-1 EXHIBIT 1 NEWS RELEASE AK Steel Earns $60 Operating Profit Per Ton in Third Quarter of 1997; Authorizes Stock Split and 25% Dividend Increase MIDDLETOWN, OH, October 8, 1997 -- AK Steel (NYSE: AKS) today reported net income of $37.0 million, or $1.19 per fully diluted share of common stock, for the third quarter of 1997. Operating profit, a key industry measure, was $60 per ton in the quarter. Sales for the 1997 third quarter were $598.6 million. "Continued strong demand for our value-added coated and cold-rolled products resulted in another solid financial performance for AK Steel," said Richard M. Wardrop, Jr., chairman and chief executive officer. "The outlook for the fourth quarter of 1997 and for the year 1998 continues to look very favorable, and AK Steel continues on a pace of record automotive shipments and total shipments for the year 1997." During the third quarter of 1997, construction of the company's new finishing facility near Rockport, Indiana, continued on schedule and on budget. The first operating unit scheduled for completion, a hot-dip continuous galvanizing and galvannealing line, is expected to begin initial production in the third quarter of 1998. "Rockport Works is literally just around the corner and is a lot closer than most people imagine," said Mr. Wardrop. "The construction progress has been phenomenal, and we eagerly anticipate the production of prime galvanized and galvannealed product in less than a year." Board Approves Two-for-One Stock Split and 25% Common Stock Dividend Increase In a separate announcement today, the company also said its board of directors approved a two-for-one common stock split in the form of a stock dividend payable November 17, 1997, to shareholders of record on October 21, 1997. Following the stock split, approximately 62 million common shares will be outstanding. The board of directors also approved a 25% increase in common stock dividend to an annual indicated rate of $1.00 per share on a pre-split basis, equivalent to a $.50 per share post- split annual dividend. "The stock split, dividend increase and recently announced redemption of all outstanding preferred shares demonstrate management's confidence in AK Steel's future," said Mr. Wardrop. "Coupled with our ongoing share repurchase program, industry-leading operating profit per ton over what we expect to be the last 15 consecutive quarters and our belief that Rockport Works will begin adding value to our company next year, we are pleased to announce these actions designed to further enhance shareholder value." AK Steel produces low-carbon and stainless flat-rolled steel for automotive, appliance, food and chemical processing, construction and other markets. The company employs about 5,800 people in plants and offices in Middletown, Ashland, Kentucky, and Rockport, Indiana. AK Steel Statement of Income & Earnings Per Share Data ($ Millions except per share data)
Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 ---- ---- ---- ---- Shipments (000 tons) 1,147 1,048 3,467 3,218 Net Sales $598.6 $559.3 $1,820.0 $1,693.6 Cost of Products Sold 482.3 440.3 1,463.9 1,341.3 Selling and Admin. Expense 28.1 28.5 84.8 84.7 Depreciation 19.8 18.7 59.7 58.7 ----- ----- ------- ------- Total Operating Costs 530.2 487.5 1,608.4 1,484.7 ----- ----- ------- ------- Operating Profit 68.4 71.8 211.6 208.9 Interest Expense 18.7 9.5 59.8 28.4 Other Income 9.9 2.8 27.2 8.4 ----- ----- ------- ------- Income Before Income Taxes 59.6 65.1 179.0 188.9 Income Tax Provision 22.6 25.4 68.5 73.7 ----- ----- ------- ------- Net Income 37.0 39.7 110.5 115.2 Less Preferred Stock Dividends 2.5 2.6 7.7 8.5 ----- ----- ------- ------- Net Income Applicable to Common Stock $34.5 $37.1 $102.8 $106.7 Earnings Per Share Data Three Months Ended September 30, 1997 1996 ----------------- ---------------- Fully Fully Primary Diluted Primary Diluted ------- ------- ------- ------- Earnings Per Share $ 1.27 $ 1.19 $ 1.40 $ 1.28 Weighted Average Shares Outstanding (000) 27,050 31,147 26,586 30,925 Nine Months Ended September 30, 1997 1996 ---------------- ---------------- Fully Fully Primary Diluted Primary Diluted ------- ------- ------- ------- Earnings Per Share $ 3.81 $ 3.55 $ 4.03 $ 3.71 Weighted Average Shares Outstanding (000) 26,947 31,096 26,455 31,075 5
EX-2 3 EX-2 EXHIBIT 2 NEWS RELEASE AK Steel Declares Two-for-One Common Stock Split and Dividend Increase MIDDLETOWN, OH, October 8, 1997 -- AK Steel (NYSE: AKS) said today its board of directors authorized a two-for-one common stock split in the form of a stock dividend payable November 17, 1997, to shareholders of record on October 21, 1997. Following the stock split, approximately 62 million common shares will be outstanding. AK Steel's board also approved a 25% increase in the company's common stock dividend, to an annual indicated rate of $1.00 per share on a pre-split basis, equivalent to an indicated annual rate of $.50 per share post-split. A post-split quarterly dividend of $.125 was declared, payable on November 17, 1997, to shareholders of record on October 21, 1997. "The common stock split is yet another demonstration of our confidence in the future of AK Steel," said Richard M. Wardrop, Jr., chairman and chief executive officer. "Since our initial public offering on March 30, 1994, AK Steel's shareholders have benefited from our company's industry-leading operating profit per ton, as well as our common stock dividend and an aggressive and ongoing share repurchase program. Our recently announced preferred stock redemption, combined with this common stock split and dividend increase, allow us to further enhance shareholder value." AK Steel produces low-carbon and stainless flat-rolled steel for automotive, appliance, food and chemical processing, construction and other markets. The company employs about 5,800 people in plants and offices in Middletown and Ashland, Kentucky. 6 -----END PRIVACY-ENHANCED MESSAGE-----