EX-99.2 3 ex99-2.txt ALPHA TUBE CORP EMPLOYEES' 401(K) RETIREMENT PLAN 1 Exhibit 99.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark one) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14378 A. ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN (Full title of the plan) 30400 East Broadway Walbridge, OH 43465 B. ACME METALS INCORPORATED (Name of issuer of the securities held pursuant to the plan) 13500 South Perry Avenue Riverdale, IL 60827-1182 (Address of principal executive office) 2 ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION DECEMBER 31, 1999 AND 1998 3 ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION DECEMBER 31, 1999 AND 1998 -------------------------------------------------------------------------------- PAGE(S) Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Plan Benefits at December 31, 1999 and 1998 2 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1999 3 Notes to Financial Statements 4-9 Additional Information: Schedule of Assets Held for Investment Purposes at December 31, 1999 Schedule I All other schedules of additional financial information required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 4 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and the Administrative Committee of the Alpha Tube Corporation Employees' 401(k) Retirement Plan In our opinion, the accompanying statements of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Alpha Tube Corporation Employees' 401(k) Retirement Plan (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for plan benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Assets Held for Investment Purposes at December 31, 1999 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. The accompanying financial statements have been prepared assuming the Plan will continue as a going concern. As discussed in Note 1 - Plan Description, Acme Metals Incorporated (Acme) and Alpha Tube Corporation filed voluntary petitions for protection and reorganization under Chapter 11 of the United States Bankruptcy Code which raises substantial doubt about the Plan's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. PricewaterhouseCoopers LLP Chicago, Illinois June 27, 2000 5 ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1999 AND 1998 -------------------------------------------------------------------------------- AS OF DECEMBER 31, 1999 1998 ---------- ---------- Investments at market value: Investment in Acme Stock Fund Master Trust $ 3,580 $ 3,866 Registered investment company 5,472,586 4,333,820 Participant loans 307,480 258,952 ---------- ---------- Net assets available for plan benefits $5,783,646 $4,596,638 ========== ========== The accompanying notes are an integral part of these financial statements. -2- 6 ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999 -------------------------------------------------------------------------------- Additions: Investment income (loss): Interest and dividend income, investments $ 230,727 Interest income, participant loans 21,240 Decrease in net value of investment in Acme Stock Fund Master Trust (196) Net appreciation in fair value of investments 515,313 ----------- Total investment income 767,084 Contributions: From participants 321,648 From employer 304,115 ----------- Total contributions 625,763 ----------- Total additions 1,392,847 ----------- Deductions: Distributions and withdrawals (205,839) ----------- Total deductions (205,839) ----------- Increase in assets during the year 1,187,008 Net assets available for plan benefits: At beginning of year 4,596,638 ----------- At the end of year $ 5,783,646 =========== The accompanying notes are an integral part of these financial statements. -3- 7 ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1999 AND 1998 -------------------------------------------------------------------------------- 1. PLAN DESCRIPTION The following brief description of the Alpha Tube Corporation Employees' 401(k) Retirement Plan (the "Plan") is provided for general information purposes. Participants should refer to the Plan agreement for more complete information. GENERAL The Plan is a defined contribution savings plan covering all eligible employees of Alpha Tube Corporation (the "Company"), a subsidiary of Acme Metals Incorporated ("Acme"). The Plan is administered by the Administrative Committee for the Alpha Tube Corporation Employees' 401(k) Retirement Plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974. Vanguard Fiduciary Trust Company (the "Trustee") serves as the Plan's trustee and recordkeeper. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States. On September 28, 1998, Acme and the Company filed voluntary petitions for protection and reorganization under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. Although Chapter 11 proceedings raise substantial doubt about the Company's ability to continue as a going concern, the Plan's financial statements have been prepared on a going concern basis which contemplates the continued operation of the Plan. The Plan's financial statements do not reflect adjustments, if any, that might result from the outcome of this uncertainty. ELIGIBILITY Full-time salaried and hourly employees are generally eligible to participate after completing six months of continuous service. Part-time and temporary salaried employees are generally eligible to participate after completing one year of continuous service. INVESTMENTS The Plan provides participants with eight investment alternatives. The Acme Stock Fund, however, was closed to new purchases after February 29, 1996. Each participant directs the proportion of his or her account that is to be invested in each of the respective investment alternatives. Participants are entitled to change their investment elections at any time, with certain restrictions placed on executive officers and directors of the Company for the Acme Stock Fund, which is part of the Acme Stock Fund Master Trust (the "Master Trust"). CONTRIBUTIONS AND VESTING The Company contributes 2.5% of the participants' eligible earnings, as defined, during each payroll period on behalf of each participant (See Note 9 - Subsequent Event). The Company also makes matching contributions equal to participants' voluntary contributions in amounts up to 2.5% of eligible earnings, as defined. Participants' voluntary pre-tax contributions are permitted in an amount not to exceed 10% of their individual eligible earnings. Participant contributions vest upon deduction. Company contributions are fully vested after seven years of service. Forfeitures as of December 31, 1999 of $21,023 remained available to offset Company contributions. -4- 8 ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1999 AND 1998 -------------------------------------------------------------------------------- Contributions are subject to certain limitations as defined by the Internal Revenue Code. DISTRIBUTIONS AND WITHDRAWALS In the event of retirement, death, disability, or termination of employment for any other reason, a participant's vested interest in the Plan may be distributed in a lump-sum payment. Distributions are made in cash except that participants may elect to receive the portion invested in the Master Trust in whole shares of Acme common stock. LOANS Any participant may take a loan from the portion of their account attributable to their voluntary pre-tax contributions. Loans must be a minimum of $1,000, with a maximum of the lesser of 50% of the vested portion of the participant's accounts or $50,000 reduced by the highest outstanding loan balance in his or her account for the prior twelve month period. Loan terms generally do not exceed five years, but loans for the purchase of a principal residence may have terms up to ten years. Each loan bears an interest rate which is commensurate with current market rates. TERMINATION OF THE PLAN The Company anticipates and believes that the Plan will continue without interruption, but reserves the right to discontinue the Plan at any time. Upon termination or partial termination of the Plan, the balance of the participants' accounts shall become fully vested and nonforfeitable, and the Administrative Committee shall direct the Trustee in the method and manner of distribution of the Plan assets to participants or their beneficiaries. 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements have been prepared on the accrual basis of accounting. Distributions to participants, however, are recorded when paid. Participant distributions payable at year end are not presented as a liability in the statement of net assets available for plan benefits or as a distribution to participants in the statement of changes in net assets available for plan benefits in accordance with accounting principles generally accepted in the United States (see Note 3). VALUATION OF INVESTMENTS All investments, with the exception of participant loans, are presented at fair value based upon published market quotations. Loans receivable from participants are recorded at historical value, which is considered to approximate fair value. Some assets of the Plan are held in the Master Trust. Ownership of units of participation in the Master Trust entitles the Plan to an undivided interest in the assets of the Master Trust and in the earnings and losses thereof. See Note 5 for a general description of the Master Trust and Note 6 for financial information related to the Master Trust. NET APPRECIATION IN FAIR VALUE OF INVESTMENTS The Plan presents in the statement of changes in net assets available for plan benefits the net depreciation in the fair value of its investments which consists of the realized gains and losses and the unrealized appreciation (depreciation) on those investments. -5- 9 ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1999 AND 1998 -------------------------------------------------------------------------------- SECURITY TRANSACTIONS AND INVESTMENT INCOME Purchases and sales of securities, including related gains and losses, are recorded as of the transaction date. The cost of securities sold is determined on an average cost basis. Realized gains and losses on the sale of investments are calculated as sales proceeds less the current value as of the beginning of the year (or acquisition cost if acquired during the year). Unrealized appreciation and depreciation of investments is calculated as the current value of investments held at the end of the year less their current value at the beginning of the year (or acquisition cost if acquired during the year). ADMINISTRATIVE EXPENSES In accordance with the Plan agreement, investment related expenses are paid from Plan assets and are included in the accompanying financial statements as an adjustment to the basis of securities purchased and sold. All other administrative expenses are paid by the Company. USE OF ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires the use of estimates that affect the reported amounts of net assets available for plan benefits at the date of the financial statements and the reported amount of changes in net assets available for plan benefits during the reporting period. Actual results could differ from these estimates. 3. BENEFIT OBLIGATIONS There were no outstanding benefit obligations for persons who had withdrawn from participation in the Plan as of December 31, 1999 and 1998. 4. SIGNIFICANT INVESTMENTS Following are investments representing 5 percent or more of the Plan's net assets available for plan benefits at December 31, 1999 and 1998. 1999 1998 ---- ---- Vanguard 500 Index Fund $2,514,921 $2,076,106 Vanguard Prime Money Market Fund 1,097,889 962,591 Vanguard PRIMECAP Fund 864,022 479,432 Vanguard Total Bond Market Index Fund 559,075 516,344 Loan Fund 307,480 258,952

-6- 10 ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1999 AND 1998 -------------------------------------------------------------------------------- 5. GENERAL DESCRIPTION OF THE ACME STOCK FUND MASTER TRUST Monies received from plans participating in the Master Trust are held and administered by the Trustee. At December 31, 1998 the Master Trust includes the assets of the Plan, the Acme Metals Employee Stock Ownership Plan and the Acme Metals Incorporated Salaried Employees' Retirement Savings Plan (the "SERSP"). At December 31, 1999 the Master Trust includes the assets of the Plan and the SERSP. The Plan holds an approximate 0.9% and 0.7% interest in the Master Trust assets as of December 31, 1999 and 1998, respectively. Master Trust assets include investments in 600,447 shares of Acme common stock with a market value of $156,116. The Trustee maintains separate accounting of all contributions, distributions, and income and expenses of the Master Trust. The Trustee credits to each participating plan's account units of participation in the Master Trust. The value of units credited is equal to the value of the Master Trust assets divided by the number of units. 6. ACME STOCK FUND MASTER TRUST The Master Trust Statements of Net Assets Available for Benefits of Participating Plans as of December 31, 1999 and 1998 are as follows: 1999 1998 ---- ---- Investments at market value: Vanguard Prime Money Market Fund $244,021 $302,649 Acme common stock 156,116 245,942 -------- -------- Total Investments 400,137 548,591 Miscellaneous 1,203 5,941 -------- -------- Net assets available for benefits of participating plans $401,340 $554,532 ======== ========

-7- 11 ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1999 AND 1998 -------------------------------------------------------------------------------- The Master Trust Statement of Changes in Net Assets Available for Benefits of Participating Plans for the year ended December 31, 1999 is as follows: 1999 ---- Investment income (loss): Interest and dividends $ 27 Net depreciation in fair value of investments (25,521) Contributions: From participants - From employer - Distributions and withdrawals (90,798) Loans to participants (384) Loan payments - Interfund transfers (36,516) -------- Decrease in assets during year (153,192) Net assets available for benefits of participating plans: At beginning of year 554,532 -------- At end of year $ 401,340 ========

7. FEDERAL INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated October 27, 1995 that the Plan is qualified in accordance with the applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended and restated since receiving the determination letter. However, the Administrative Committee and the Company believe the Plan is designed and is currently being operated in accordance with IRC requirements. Therefore, no provision for income taxes has been included in the Plan's financial statements. 8. RELATED PARTY TRANSACTIONS The Plan invests in shares of mutual funds managed by Vanguard Fiduciary Trust Company ("Vanguard"). Vanguard acts as trustee for only those investments as defined by the Plan. Transactions in such investments qualify as party-in-interest transactions which are exempt from the prohibited transaction rules under ERISA. -8- 12 ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1999 AND 1998 -------------------------------------------------------------------------------- 9. SUBSEQUENT EVENT As the result of a new labor agreement negotiated with the United Steelworkers of America, who represent the hourly employees of the Company, the Company's non-matching contribution to the Plan was eliminated effective April 1, 2000. The Company now contributes to the Steelworker Pension Trust, a multi-employer defined benefit plan. The Company continues to make matching contributions to the Plan equal to the participants' voluntary contributions in amounts up to 2.5% of eligible earnings, as defined. -9- 13 SCHEDULE I ALPHA TUBE CORPORATION EMPLOYEES' 401(k) RETIREMENT PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1999 --------------------------------------------------------------------------------

14 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-38747) of Acme Metals Incorporated of our report dated June 27, 2000 relating to the financial statements of Alpha Tube Corporation Employees' 401(k) Retirement Plan, which appears in this Form 11-K. PricewaterhouseCoopers LLP Chicago, Illinois June 27, 2000 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ALPHA TUBE CORPORATION EMPLOYEE'S 401(k) RETIREMENT PLAN /s/ Jerry F. Williams June 28, 2000 ----------------------------------------------------- Jerry F. Williams Member of Administrative Committee for the Alpha Tube Corporation Employees' Retirement Plan

ACME METALS INC /DE/ 10-K/A