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Bernard Fidel, Et Al. V. AK Steel Holding Corporation, Et Al. 00-CV

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Bernard Fidel, Et Al. V. AK Steel Holding Corporation, Et Al. 00-CV FILED AUG 2 8 2000 W AUG 3 0 2000 KENNETH J. MURPHY, Clerk CINCINNATIL OHIO UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF OHIO WESTERN DIVISION BERNARD FIDEL and IRONWOOD Lead Case No. C-1-00-320 CAPITAL MANAGEMENT, On Behalf of (Consolidated with No. C-1-00-349) Themselves and All Others Similarly Situated, Plaintiffs, Judge Herman J. Weber CLASS ACTION AK STEEL HOLDING CORPORATION, CONSOLIDATED AMENDED ARMCO INC., RICHARD M. WARDROP, COMPLAINT FOR VIOLATION JR., JAMES F. WILL, JAMES L. WAREHAM, OF THE FEDERAL SECURITIES JAMES L. WAINSCOTT, JOHN G. HRITZ, LAWS ALLEN BORN, BONNIE G. HILL, ROBERT H. JENKINS, LAWRENCE A. LESER, (Jury Trial Demanded) ROBERT E. NORTHAM, CYRUS TANG and JAMES A. THOMSON, Defendants INTRODUCTION AND OVERVIEW 1. This is an action on behalf of those who purchased or otherwise acquired AK Steel Holding Corporation ("AK Steel" or the "Company") publicly traded securities between July 15, 1999 through January 25, 2000 (the "Class Period"). This action also is brought on behalf of a sub- class of those who held Armco Inc. ("Armco") shares as of August 25, 1999 and were thereby entitled to vote to approve the merger with AK Steel (the "sub-class"). 2. AK Steel is a fully integrated producer of flat-rolled carbon, stainless and electrical steels. AK Steel's steel operations consist of eight steelmaking and finishing plants in Indiana, Kentucky, Ohio and Pennsylvania. AK Steel's other operations include steel pipe and tubing products, snow plows and ice control products for light trucks and the operation of the Greens Port Industrial Park in Texas. Armco is a producer of stainless and electrical steels. Armco was acquired by AK Steel on September 30, 1999. 3. Defendants' false and misleading statements about AK Steel's financial results, the Company's ability to renegotiate its contracts at the end of 1999, the minimal impact of a labor dispute in its Mansfield facility, the positive impact on AK Steel's results of price increases in the steel industry and an improved cost structure which would result in 2000 EPS of $2.25-$2.65, artificially inflated the price of AK Steel stock to a Class Period high of $24-5/16. This inflation in AK Steel's stock enabled AK Steel to acquire Armco in a stock-for-stock acquisition for fewer AK Steel shares than AK Steel otherwise would have had to issue and permitted AK Steel to complete the exchange of $450 million in Senior Notes in September 1999. AK Steel management represented to analysts throughout the Class Period that it expected price increases but failed to disclose that this was a negative factor for the Company since the Company was locked into long- term contracts with customers but not with suppliers, such that price increases would cause AK Steel to experience increasing costs but not increasing sales. Thus, AK Steel management knew but did not disclose that the anticipated price increases would have a negative impact on the Company and its future results. 4. In September 1999, AK Steel/Armco locked-out its union workers in the Mansfield Ohio plant as the labor contract expired, despite the workers' offer to work under the old agreement -1- until a new contract could be negotiated. Over the next few months, AK Steel management told analysts the costs of the labor dispute would be minimal and requested analysts not to discuss the lock-out in their analyst reports until the labor dispute was resolved. Thus, the market was unaware of the severe and adverse effect the labor dispute was having and would have on the Company's results. 5. Then, on January 25, 2000, AK Steel revealed disappointing 4thQ 99 earnings and a huge drop in projected 2000 earnings versus earlier statements and exposed the problems AK Steel was having, including the adverse effects caused by the labor dispute in Mansfield, Ohio, the fact that AK Steel's costs were increasing due to increases in spot market for raw materials, and, because AK Steel was bound under long-term contracts which limited its ability to raise prices, its margins would not benefit from price increases in the market, all of which would severely reduce its 2000 earnings. 6. On these disclosures, AK Steel's stock fell by 25% in one day to $12-3/8, on huge volume of more than 9.3 million shares, later falling to as low as $8 per share. AK Steel's stock price has not recovered and currently trades at less than $12 per share. The impact on AK Steel's stock price due to these disclosures is shown in the chart below. AK Steel Holding Corporation July 1, 1999 • August 21, 2000 Daily Share Prices 30 25 20 15 10 07/01/99 09/09/99 11 /16/99 01 /26/00 04/04/00 06/13/00 08/21/00 08/05199 10113/ 99 12 /21/99 03101 /00 05/09/00 07118/00 -2- JURISDICTION AND VENUE 7. The claims asserted herein arise under § § 11 and 15 of the Securities Act of 1933 (" 1933 Act"), 15U.S.C. §§77k and 77o, and §§ 10(b), 14(a) and 20(a) ofthe Securities Exchange Act of 1934 ("1934 Act"), 15 U.S.C. §§ 78j(b), 78n(a) and 78t(a), and Rule 10b-5. Jurisdiction is conferred by §22 of the 1933 Act, 15 U.S.C. §77v, and §27 of the 1934 Act, 15 U.S.C. § 78aa. Venue is proper here pursuant to §22 of the 1933 Act and §27 of the 1934 Act. The acts and transactions giving rise to the violations of law complained of occurred in this District. THE PARTIES Plaintiffs 8. Lead Plaintiff Bernard Fidel acquired shares of AK Steel common stock by exchanging his Armco shares for AK Steel stock and was damaged thereby. Plaintiff Fidel held Armco shares as of August 25, 1999 and was thereby entitled to vote in the merger. 9. Lead Plaintiff Ironwood Capital Management purchased AK Steel common stock during the Class Period and was damaged thereby. AK Steel Defendants 10. Defendant AK Steel maintains its headquarters in Middletown, Ohio. During the Class Period, AK Steel's common stock traded in an efficient market on the New York Stock Exchange. 11. (a) Defendant Richard M. Wardrop, Jr. was, during the Class Period, Chief Executive Officer and Chairman of the Board of the Company. (b) Defendant James L. Wareham was, during the Class Period, President of the Company. (c) Defendant James L. Wainscott was, during the Class Period, Senior Vice President, Treasurer and Chief Financial Officer of the Company. (d) Defendant John G. Hritz was, during the Class Period, Executive Vice President and General Counsel of the Company. 12. The above individuals are the "Individual Defendants." They are liable for the false statements pleaded herein at ¶¶43, 50, 52-53, 61, 64 and 77 , as those statements were each "group- -3- published" information for which they were collectively responsible. The Individual Defendants, by reason of their stock ownership and positions with AK Steel, were controlling persons of AK Steel. AK Steel controlled each ofthe Individual Defendants. These controlling persons are liable under §20(a) of the 1934 Act and under §15 of the 1933 Act. Director Defendants 13. Defendants Allen Born, Bonnie G. Hill, Robert H. Jenkins, Lawrence A. Leser, Robert E. Northam, Cyrus Tang and James A. Thomson were directors of AK Steel (the "Director Defendants") and each signed the false and misleading Registration Statement Form S-4 containing the Prospectus/Joint Proxy and are named as defendants herein due to their violations of § 11 of the 1933 Act and § 14(a) of the 1934 Act and Rule 14a-9. Armco Defendants 14. Armco maintained its headquarters in Pittsburgh, Pennsylvania and, until its acquisition by AK Steel, its stock was traded in an efficient market on the New York Stock Exchange. 15. Defendant James F. Will was President, ChiefExecutive Officer and Chairman ofthe Board of Armco until the merger. Will, by virtue of his positions as President, CEO and Chairman of Armco was a controlling person of Armco until the merger with AK Steel. SCIENTER AND SCHEME ALLEGATIONS Scheme 16. Each Individual Defendant is liable for making false statements or for failing to disclose adverse facts and for participating in a fraudulent scheme which operated as a fraud or deceit on purchasers of AK Steel stock. Knowledge 17. The Individual Defendants were top executives of AK Steel. They ran AK Steel as "hands-on" managers, dealing with important issues facing AK Steel's business, i. e., its long-term contracts, its ability or inability to renegotiate the prices in those contracts, the increases in the cost of new materials in the spot market and the impact such price increases would have on AK Steel, and the labor issues affecting Armco and AK Steel manufacturing plants. -4- 18. The Individual Defendants closely monitored the performance of AK Steel's business via reports which AK Steel's Finance Department (under Wainscott) generated on a weekly and monthly basis. They also monitored the labor issues affecting AK Steel and the impact these issues would have on AK Steel's future results. The Individual Defendants were in a unique position to expect the occurrence of the labor dispute at Mansfield. This dispute resulted not in a strike but in a lock-out planned by AK Steel/Armco management. Management refused the union's offer to continue working under the old agreement after its expiration and did not offer a new agreement until the day of the expiration of the old one.
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