By Mike Boyer
The Cincinnati Enquirer

Former AK Steel president John Hritz was stunned when asked by members of the Middletown steel maker's board to resign Sept. 18, according to a statement by his lawyer.

"Mr. Hritz had been elevated to president, effective Jan. 16, 2003, and it had been made clear to him that he would be the successor to Richard M. Wardrop Jr. (chairman and CEO) upon Mr. Wardrop's retirement," according to documents in Hritz's federal lawsuit seeking more than $6 million in retirement pay.

Hritz and Wardrop, AK's CEO since 1995, were terminated Sept. 18 in a shake-up and replaced by James L. Wainscott, the chief financial officer. Wainscott first was interim CEO and is now CEO and president.

Although board members haven't talked publicly, the company said at the time that the move was to try a fresh approach to the company's continuing losses; depressed stock price; and strained relations with employees, government officials and some customers.

Hritz filed suit Dec. 23 in U.S. District Court in Cincinnati seeking the unpaid retirement pay. Thursday, the company responded, asking the court to dismiss the lawsuit or stay any action, in part because Hritz on Wednesday requested arbitration under the company's Executive Minimum and Supplemental Retirement Plan.

AK Steel said Hritz filed suit just 13 days after filing a demand for payment - not enough time for the board to consider his claim.

In the arbitration notice, Robert A. Pitcairn Jr., Hritz's lawyer, said the executive met with AK's eight outside directors in a special meeting on the morning of Sept. 18, shortly after the board had met with Wardrop.

Robert H. Jenkins, an outside director and now AK's chairman, said Wardrop had resigned "and that he should consider resigning as well," according to the arbitration notice.

When Hritz asked why, director Bonnie Guiton Hill "responded that they believed there was a public perception that Mr. Hritz was too closely aligned with Mr. Wardrop. Mr. Jenkins echoed that sentiment," according to the notice.

An attorney for the board said it would be in the company's and Hritz's best interests that he resign, but "made it clear" that if he refused he would be terminated without cause anyway.

If he agreed to resign, the attorney said, it would be as an involuntary termination without cause, according to the notice.

After discussing Hritz's severance and lump-sum retirement, Hritz told the directors "if their minds were made up, he would act like a gentleman, would not grovel and that he would accept their offer and resign," the document said.

Pitcairn said Thursday that he wouldn't comment on pending litigation. He said Hritz, who has an Indian Hill address, was out of town.

Under terms of the retirement plan, Hritz was entitled to $2.1 million in severance plus stock options and a pro-rata payment of an annual management incentive bonus and $8.9 million in retirement pay.

AK Steel previously paid Hritz $250,000 and Wardrop $650,000 of the almost $63 million combined total both are due. Given its financial situation, the company said it hoped to negotiate the balances.

E-mail mboyer@enquirer.com.