0001193125-20-072979.txt : 20200313 0001193125-20-072979.hdr.sgml : 20200313 20200313164212 ACCESSION NUMBER: 0001193125-20-072979 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200313 DATE AS OF CHANGE: 20200313 EFFECTIVENESS DATE: 20200313 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: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-229723 FILM NUMBER: 20713369 BUSINESS ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 BUSINESS PHONE: 5134255000 MAIL ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AK STEEL CORP CENTRAL INDEX KEY: 0000918192 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: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-229723-01 FILM NUMBER: 20713365 BUSINESS ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45043 BUSINESS PHONE: 5134255000 MAIL ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AK TUBE LLC CENTRAL INDEX KEY: 0001489721 IRS NUMBER: 311781514 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-229723-02 FILM NUMBER: 20713368 BUSINESS ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 BUSINESS PHONE: 513-425-2614 MAIL ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AK STEEL PROPERTIES, INC. CENTRAL INDEX KEY: 0001618312 IRS NUMBER: 510390894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-229723-03 FILM NUMBER: 20713366 BUSINESS ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 BUSINESS PHONE: 513-425-2614 MAIL ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mountain State Carbon, LLC CENTRAL INDEX KEY: 0001699659 IRS NUMBER: 202840611 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-229723-04 FILM NUMBER: 20713367 BUSINESS ADDRESS: STREET 1: 2711 CENTERVILLE ROAD STREET 2: SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 513-425-5000 MAIL ADDRESS: STREET 1: 2711 CENTERVILLE ROAD STREET 2: SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 POSASR 1 d845577dposasr.htm POSASR POSASR

As filed with the Securities and Exchange Commission on March 13, 2020

Registration No. 333-229723

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1

to

FORM S-3

REGISTRATION STATEMENT NO. 333-229723

UNDER

THE SECURITIES ACT OF 1933

 

 

 

AK STEEL HOLDING CORPORATION   AK STEEL CORPORATION
(Exact name of registrant as specified in its charter)   (Exact name of registrant as specified in its charter)

 

 

 

Delaware   Delaware

(State or other jurisdiction of

incorporation or organization)

  

(State or other jurisdiction of

incorporation or organization)

31-1401455   31-1267098

(I.R.S. Employer

Identification Number)

  

(I.R.S. Employer

Identification Number)

9227 Centre Pointe Drive

West Chester, Ohio 45069

(513) 425-5000

  

9227 Centre Pointe Drive

West Chester, Ohio 45069

(513) 425-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)   (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

James D. Graham

Vice President, General Counsel and Corporate Secretary

AK Steel Holding Corporation

9227 Centre Pointe Drive

West Chester, Ohio 45069

(513) 425-5000

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies to:

James P. Dougherty, Esq.

Benjamin L. Stulberg, Esq.

Michael J. Solecki, Esq.

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114

(216) 586-3939

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to the Registration Statement on Form S-3 (No. 333-229723) (the “Registration Statement”) is being filed by AK Steel Holding Corporation (“AK Holding”), AK Steel Corporation (“AK Steel”), AK Tube LLC (“AK Tube”), AK Steel Properties (“AK Properties”) and Mountain State Carbon, LLC (“MSC” and, together with AK Holding, AK Steel, AK Tube and AK Properties, the “Registrants”), to withdraw and remove from registration any and all securities of the Registrants that remain unissued and/or unsold under the Registration Statement.

On March 13, 2020, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 2, 2019, by and among AK Holding, Cleveland-Cliffs Inc., an Ohio corporation (“Cliffs”), and Pepper Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Cliffs (“Merger Sub”), Merger Sub was merged with and into AK Holding (the “Merger”), with AK Holding surviving the Merger as a direct, wholly owned subsidiary of Cliffs.

As a result of the consummation of the transactions contemplated by the Merger Agreement, including the Merger, the Registrants have terminated all offerings of their respective securities pursuant to the Registration Statement. In accordance with the undertaking made by each of the Registrants in the Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered but that remain unsold at the termination of the offering, the Registrants hereby terminate the effectiveness of the Registration Statement and remove and withdraw from registration any and all securities of the Registrants registered pursuant to the Registration Statement that remain unissued and/or unsold as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the undersigned Registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cleveland, State of Ohio, on March 13, 2020.

 

AK Steel Holding Corporation
By:  

/s/ James D. Graham

  Name:   James D. Graham
  Title:   Vice President, General Counsel and Corporate Secretary
AK Steel Corporation
By:  

/s/ James D. Graham

  Name:   James D. Graham
  Title:   Vice President, General Counsel and Corporate Secretary
AK Tube LLC
By:  

/s/ James D. Graham

  Name:   James D. Graham
  Title:   Secretary
AK Steel Properties, Inc.
By:  

/s/ James D. Graham

  Name:   James D. Graham
  Title:   Secretary
Mountain State Carbon, LLC
By:  

/s/ James D. Graham

  Name:   James D. Graham
  Title:   Secretary

Note: No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 of the Securities Act of 1933, as amended.