SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 7, 2000
RENCO STEEL HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Ohio 333-48245 34-1854775
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) Number)
1040 Pine Avenue, S.E., Warren, Ohio 44483-6528
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (330) 399-6884
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
In response to the inquiries WCI Steel, Inc. ("WCI"), has received with
respect to WCI's possible acquisition of certain assets of Acme Steel Company
("Acme Steel"), WCI is providing the following information:
On September 7, 2000, WCI entered into a non-binding letter of intent with
Acme Steel and Acme Metals Incorporated ("Acme Metals"), pursuant to which WCI
would acquire substantially all of Acme Steel's assets and assume certain
liabilities related to Acme Steel's integrated coke, iron and steel production
business.
The acquisition would not include Acme Packaging Corporation ("Acme
Packaging") and Alpha Tube Corporation ("Alpha Tube"), which are subsidiaries of
Acme Metals, or Acme Steel's cold reduction mill and a certain slitting machine.
WCI would assume normal operating liabilities, certain employee related
liabilities, certain costs associated with a contemplated reline of Acme Steel's
blast furnace and certain environmental liabilities, including the assumption of
$15.5 million in liabilities under certain environmental improvement bonds.
The cash portion of the purchase price for the acquired assets would be
$116,400,000. In addition, WCI would deliver and assign certain Acme Metals
10.875% Senior Unsecured Notes owned by WCI and assume certain liabilities, as
outlined above. The purchase price would be subject to working capital and other
adjustments.
The letter of intent provides that any transaction would be conditioned
upon, among other things, the negotiation of a new collective bargaining
agreement and Acme Packaging and Alpha Tube entering into supply agreements with
WCI pursuant to which WCI would provide them with steel products.
WCI has not yet determined how the transaction would be financed.
Acme Steel, Acme Metals and certain of their affiliates are debtors in a
chapter 11 case pending in the United States Bankruptcy Court for the District
of Delaware.
On September 8, 2000, Acme Steel filed a motion in the Bankruptcy Court
seeking approval of certain bidding procedures, including provisions for the
payment of a break-up fee and expense reimbursement in certain circumstances if
the Bankruptcy Court approves either a sale of the assets to a competing bidder
or a plan of reorganization for Acme Steel that does not include a sale of the
assets to WCI.
If the Bankruptcy Court approves the bidding procedures, WCI intends to
conduct a full due diligence review. If the due diligence review is
satisfactory, WCI intends to negotiate towards the execution of a definitive
purchase agreement. There is no certainty at this time that the Bankruptcy Court
will approve the bidding procedures, that the due diligence review will be
satisfactory, that WCI will be successful in negotiating a definitive purchase
agreement or that any such transaction will be completed if a definitive
agreement is reached.
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, thereunto duly authorized.
WCI STEEL, INC.
By: /s/ Roger L. Fay
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Name: Roger L. Fay
Title: Vice President and Chief
Financial Officer
Date: September 20, 2000