Sunday, October 29, 2006

As a lockout of union employees nears its ninth month, AK Steel executives insist that they are not shopping the Ohio company even though some analysts think it is being eyed for a possible takeover.

"We are all about improving our competitiveness," Chief Executive James Wainscott told investors last week. "If in the process of doing that it makes us more attractive, so be it; but we are not actively marketing AK Steel."

Some analysts believe that potential suitors are just waiting for AK to resolve its labor problems. The company has been operating its largest mill, the Middletown Works, about 30 miles north of Cincinnati, with replacement workers since a lockout began March 1.

"There have been lots of takeover rumors," said analyst Charles Bradford, of Bradford Research/Soleil Securities in New York. "The industry is consolidating, and they (AK Steel) are subject to takeover because they are relatively small and flexible. If they solve their (labor) problems, they become more attractive."

Industry analyst Michael Locker, who has been a consultant to the union that represents the locked-out workers, said he believes AK has had a lot of lookers, but no takers.

"Obviously, small and medium-sized mills are facing consolidation," Locker said. "What I hear is that nearly every international producer that is interested in buying into the U.S. market has looked at AK."

But nobody wants to take on AK's current legacy costs for pensions and health care, he said.

"Until that is resolved in a favorable way that both parties can live with, I don't think you're going to attract much of an interest among buyers," Locker said.

Union workers voted down a contract proposal in September and a similar one in October that would have had everybody back to work in 90 days. After that, the company put a significantly worse offer on the table.

AK has said the Middletown Works operates at a $40-a-ton cost disadvantage and the company must have a contract that eliminates work force guarantees, allows greater flexibility in scheduling, passes on some health care insurance costs and converts a defined benefits pension to a contributory plan.

Since Wainscott's team took over management of AK Steel three years ago, the total work force has been cut from around 9,000 to about 6,600 and productivity has increased 36 percent, Wainscott said.

The Middletown Works had about 2,700 hourly production and maintenance workers in January. When it became evident that some kind of job action was eminent, a wave of resignations began as workers who had 30 years seniority took advantage of their eligibility to retire with full benefits.

The work force had dropped to about 2,500 when union workers were locked out on Feb. 28, when their contract expired. More retirements and resignations have reduced union membership to just over 1,800 -- about the same number of replacement workers who were hired to keep the mill going.

"The bottom line is we are prepared to operate in this fashion indefinitely if we need to do so," Wainscott said. "Having said that, just as we have for the past 11 months, we will continue to bargain in good faith to reach a labor agreement that allows us to compete at Middletown Works."

Wainscott has gone out of his way to tell investors that AK is happy with its niche market status and wants to stay independent.

"We're not for sale," he also told analysts in July. "This is a company that is standing alone, and we hope to do so more profitably."

He repeated that assessment when AK announced its profitable third-quarter results last week.

"AK Steel is back in the game," Wainscott said. "Now it's time for us to take it to the next level, and that's exactly what we intend to do. We can now focus on sustaining and growing our profitability."

Locker chalked that up to a certain amount of posturing.

"Every management says that," Locker said. "I think he's trying to maintain the morale and focus of his work force and management. But I think he's quite aware that companies of their size are takeover targets."

AK, with revenue of about $6 billion a year, was ranked 46th in size last year by the International Iron and Steel Institute with production of about 5.5 million metric tons of steel -- less than 10 percent of industry giant Mittal.

But that does not mean that AK could not survive as an independent.

"Their position is to be as niche-oriented as possible, and there's some sense to that," Locker said. "There's a viable possibility of doing that. The trend globally is for the acquisition of these type of assets, but that doesn't mean some medium and smaller producers can't survive."

Locker noted that AK is unique in its ability to produce different kinds of steel.

"It has an attractive market position," Locker said. "It produces a lot of value-added products. It's got good supply agreements. It has stainless and carbon (steel) positions and electrical, which is very profitable."

Shares of AK closed at $15.07 on Friday. It's traded between $6.76 and $15.95 in the past 52 weeks.

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