SECURITIES AND EXCHANGE COMMISSION
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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): May 21, 1999
Armco Inc.
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(Exact name of registrant as specified in charter)
Ohio
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(State or other jurisdiction of incorporation or organization)
1-873-2 31-0200500
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(Commission File Number) (I.R.S. Employer Identification No.)
One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 412/255-9800
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Item 5. Other Events.
On May 21, 1999, Armco Inc. ("Armco") announced that it, AK Steel Holding
Corporation ("AK Holding") and AK Steel Corporation ("AK Corp.") had entered
into an Agreement and Plan of Merger, dated as of May 20, 1999 (the "Merger
Agreement"), pursuant to which Armco will be merged with and into AK Corp., a
wholly owned subsidiary of AK Holding (the "Merger"), the separate corporate
existence of Armco will cease and the existing shareholders of Armco will
receive stock of AK Holding and/or cash in accordance with the terms of the
Merger Agreement.
Under the terms of the merger agreement, common shareholders of Armco
will receive .2836 shares of common stock of AK Steel Holding for each common
share of Armco, subject to adjustment.
The exchange ratio is subject to adjustment, within limits of a collar,
based upon the average closing price of AK Steel Holding common stock during
the ten-day trading period ending six days before the meeting at which Armco
shareholders vote on the transaction. Under the terms of the collar, Armco
common shareholders will receive AK Steel Holding shares having a value of
$7.50 per Armco share so long as the average closing price of AK Steel Holding
common stock during that trading period is between $22.00 and $26.44 per
share. If the average closing price of AK Steel Holding common stock during
that period is higher than $26.44 Armco common shareholders will receive AK
Steel Holding shares having a value greater than $7.50 per Armco share, but in
no event more than $8.00 per share.
If the average closing price of AK Steel Holding Corporation common stock
during the trading period is less than $22.00, the exchange ratio will
nonetheless be fixed at .3409 AK Steel Holding shares per Armco common share
(so that the value received by Armco common shareholders would be less than
$7.50). However, in that event, Armco will have the right to terminate the
merger agreement prior to the meeting of the Armco shareholders, in which
event AK Steel may elect to deliver additional shares of its common stock in
order to assure a value of $7.50 per Armco common share. Holders of Armco's
$3.625 Preferred Stock will receive an equal amount of a newly issued series
of preferred stock of AK Steel Holding Corporation having the same terms as
the $3.625 Preferred Stock. Holders of each of the other series of Armco's
outstanding preferred stock would receive cash in an amount equal to the
redemption price of their shares.
Closing of the transaction is expected in the third quarter of 1999,
subject to customary closing conditions, including expiration of the Hart-
Scott-Rodino waiting period and approval by the shareholders of AK Steel and
Armco. It is intended that the merger will qualify as a pooling of interests
for accounting purposes. If, for any reason, the merger cannot be accounted
for as a pooling of interests, AK Steel has reserved the right to pay up to
25% of the amount due Armco common shareholders in cash.
In connection with the approval by the Armco Board of Directors of the
proposed Merger, and as required by the terms of the Merger Agreement, the
Armco Board approved amendments to Armco's Rights Agreement to provide for its
non-application to AK Holding and AK Corp. in the transactions contemplated by
the Merger Agreement.
The statements herein describing the terms of this amendment are qualified in
their entirety by reference to such amendment, a copy of which is included in
this Report as an Exhibit.
The statements herein describing the terms of the Merger are qualified in
their entirety by reference to the Merger Agreement, a copy of which is
included in this Report as an Exhibit.
Item 7. Information And Exhibits
Exhibit 2 Agreement and Plan of Merger, dated as of May 20, 1999, by and
among Armco Inc., AK Steel Holding Corporation and AK Steel
Corporation.
Exhibit 4 First Amendment to Rights Agreement, dated as of May 26, 1999,
between Armco Inc. and Fifth Third Bank, as Rights Agent.
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SIGNATURE
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: June 1, 1999 By: /s/ Gary R. Hildreth
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Name: Gary R. Hildreth
Title: Vice President