-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DRPgn4Xn6bEgVIr76EWQ6MDpUpceWQBCTXZ9ZN7Ba7QRVpzxP8QjzGuumTdjd4hy gAXsVBtNYN2X0cWBgf0BzA== 0000950131-98-003743.txt : 19980608 0000950131-98-003743.hdr.sgml : 19980608 ACCESSION NUMBER: 0000950131-98-003743 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980605 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL STEEL CORP CENTRAL INDEX KEY: 0000070578 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 250687210 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-00983 FILM NUMBER: 98643431 BUSINESS ADDRESS: STREET 1: 4100 EDISON LAKES PARKWAY CITY: MISHAWAKA STATE: IN ZIP: 46545-3440 BUSINESS PHONE: 2192737000 MAIL ADDRESS: STREET 1: 4100 EDISON LAKE PARKWAY CITY: MISHAWAKA STATE: IN ZIP: 46545-3440 10-K/A 1 FORM 10-K/A AMENDMENT #1 1 9 9 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 1 0 - K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year Ended December 31, 1997 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission File Number 1-983 NATIONAL STEEL CORPORATION (Exact name of registrant as specified in its charter) Incorporated under the Laws of the State of Delaware 25-0687210 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 4100 Edison Lakes Parkway, Mishawaka, IN 46545-3440 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 219-273-7000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of each exchange on which registered ------------------- ----------------------------------------- Class B Common Stock New York Stock Exchange First Mortgage Bonds, 8-3/8% Series due 2006 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] At February 27, 1998, there were 43,288,240 shares of the registrant's common stock outstanding. Aggregate market value of voting stock held by non-affiliates: $328,286,621 The amount shown is based on the closing price of National Steel Corporation's Common Stock on the New York Stock Exchange on February 27, 1998. Voting stock held by officers and directors is not included in the computation. However, National Steel Corporation has made no determination that such individuals are "affiliates" within the meaning of Rule 405 under the Securities Act of 1933. Documents Incorporated By Reference: Selected portions of the Annual Report to Stockholders for the year ended December 31, 1997 are incorporated by reference into Part II and IV of this Report on Form 10-K. Selected portions of the 1998 Proxy Statement of National Steel Corporation are incorporated by reference into Part III of this Report on Form 10-K. Form 10-K for the Fiscal Year Ended December 31, 1997 is hereby amended as follows: Exhibit 13- NOTE P--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) Revised Note P to the Financial Statements, Quarterly Results of Operations (Unaudited), is filed herewith. The effect of the revision is described below. An $11,100,000 cumulative effect of accounting change is now reflected in the three months ended March 31, 1996 which was incorrectly reflected in the three months ended September 30, 1996 when the decision to change the accounting principle had been made. Income before cumulative effect of accounting change now reflects $2,135,000 of tax expense in the three months ended December 31, 1996 which was originally reflected in the three months ended September 30, 1996. Basic and diluted earnings per share amounts have been changed to reflect the above mentioned changes. The restatement adjustments do not affect the results of operations for the full year ended December 31, 1996. Exhibit 18- Preferability Letter on change in accounting principles An updated preferability letter to give effect to the accounting change for the change in measurement date for pensions and other postretirement benefits as of the beginning of 1996. Exhibit 23- CONSENT OF INDEPENDENT AUDITORS A new consent is hereby submitted to reflect the dates of the above mentioned changes. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NATIONAL STEEL CORPORATION By: /s/ John A. Maczuzak ------------------------------------- John A. Maczuzak President and Chief Operating Officer By: /s/ Michael D. Gibbons ------------------------------------- Michael D. Gibbons Acting Chief Financial Officer EX-13 2 PORTIONS OF 1997 ANNUAL REPORT NOTE P--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) Following are the unaudited quarterly results of operations for the years 1997 and 1996.
1997 Three Months Ended March 31 June 30 September 30 December 31 Dollars in thousands (except per share amounts) - --------------------------------------------------------------------------------------------------- Net sales $757,618 $824,869 $788,663 $768,509 Gross margin 69,263 87,834 103,747 69,825 Unusual items ----- (25,385) (28,804) (4,556) Income before extraordinary item 26,665 64,925 78,561 48,749 Extraordinary item ----- (5,397) ----- ----- - --------------------------------------------------------------------------------------------------- Net income $ 26,665 $ 59,528 $ 78,561 $ 48,749 =================================================================================================== Basic earnings per share: Income before extraordinary item $ .55 $ 1.43 $ 1.76 $ 1.08 Extraordinary item -- (.12) -- -- - --------------------------------------------------------------------------------------------------- Net income applicable to common stock $ .55 $ 1.31 $ 1.76 $ 1.08 =================================================================================================== Diluted earnings per share: Income before extraordinary item $ .55 $ 1.42 $ 1.72 $ 1.06 Extraordinary item -- (.12) -- -- - --------------------------------------------------------------------------------------------------- Net income applicable to common stock $ .55 $ 1.30 $ 1.72 $ 1.06 =================================================================================================== 1996 Three Months Ended March 31 June 30 September 30 December 31 Dollars in thousands (except per share amounts) - --------------------------------------------------------------------------------------------------- Net sales $682,143 $769,481 $735,858 $766,551 Gross margin 16,853 52,614 54,397 67,605 Income (loss) before cumulative effect of accounting change (14,196) 17,917 13,662 25,441 Cumulative effect of accounting change 11,100 ----- ----- ----- - --------------------------------------------------------------------------------------------------- Net income (loss) $ (3,096) $ 17,917 $ 13,662 $ 25,441 =================================================================================================== Basic and diluted earnings per share: Income (loss) before cumulative effect of accounting change $ (.39) $ .35 $ .25 $ .53 Cumulative effect of accounting change .25 -- -- -- - --------------------------------------------------------------------------------------------------- Net income (loss) applicable to common stock $ (.14) $ .35 $ .25 $ .53 ===================================================================================================
(See Note A--Description of the Business and Significant Accounting Policies for diluted earnings per share.) The 1996 results have been restated from those reported in the original 1997 Form 10-K to reflect the $11,100 cumulative effect of accounting change in the first quarter. Previously, the cumulative effect had been reported incorrectly in the third quarter when the decision to change the accounting principle had been made. The 1996 results also have been restated to correct an overstatement of income tax in the third quarter and a corresponding understatement in the fourth quarter in the amount of $2,135. While the restatement adjustments affect the quarters of 1996, such adjustments do not affect the results of operations for the full year ended December 31, 1996. 48 EX-18 3 PREFERABILITY LTR ON CHANGE IN ACCOUNTING PRINCIPLE Exhibit 18 Board of Directors National Steel Corporation Mishawaka, Indiana As discussed in Notes E and F of the Notes to Consolidated Financial Statements of National Steel Corporation and subsidiaries, included in its Form 10-K/A for the year ended December 31, 1997, the Company changed the measurement date used in accounting for pensions and for postretirement benefits other than pensions from December 31 to September 30. The financial statements for the year ended December 31, 1996 reflect this change as a change in accounting method as of the beginning of 1996. Management has advised us that it believes the change is to a preferable method in the Company's circumstances because the earlier measurement date results in more accurate year-end disclosures pertaining to the plans and more accurate estimates of expense for interim financial reporting and because the change enhances comparability with other major United States integrated steel companies. There are no authoritative criteria for determining a "preferable" measurement date based on the particular circumstances. However, we conclude that the change in the method of accounting for pensions and for postretirement benefits other than pensions by the use of an earlier measurement date (that is, September 30) is a change to an acceptable alternative method which, based on management's business judgment to make this change for the reasons cited above, is preferable in the Company's circumstances. We have not conducted an audit in accordance with generally accepted auditing standards of any financial statements of the Company as of any date or for any period subsequent to December 31, 1997, and therefore we do not express any opinion on any financial statements of the Company subsequent to that date. Ernst & Young LLP Fort Wayne, Indiana June 5, 1998 EX-23 4 CONSENT OF INDEPENDENT AUDITORS Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Annual Report (Form 10-K/A) of National Steel Corporation and subsidiaries (the "Company") of our report dated January 28, 1998 (except for Notes C, I, and K, as to which the date is February 26, 1998) included in the 1997 Annual Report to Shareholders of the Company. Our audit also included the financial statement schedule the Company listed in item 14(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also consent to the incorporation by reference in the following Registration Statements: . Form S-8 No. 33-51991 pertaining to the 1994 and 1995 Stock Grants to Union Employees, . Form S-8 No. 33-51081 pertaining to the 1993 National Steel Corporation Long Term Incentive Plan, . Form S-8 No. 33-51083 pertaining to the 1993 National Steel Corporation Non-Employee Director's Stock Option Plan, and . Form S-8 No. 33-61087 pertaining to the National Steel Retirement Savings Plan and National Steel Represented Employee Retirement Savings Plan; of our report dated January 28, 1998 (except for Notes C, I, and K as to which the date is February 26, 1998), with respect to the consolidated financial statements incorporated by reference in this Annual Report (Form 10-K/A) of the Company for the year ended December 31, 1997, and and our report included in the preceding paragraph with respect to the financial statement schedule included therein, filed with the Securities and Exchange Commission. Ernst & Young LLP Fort Wayne, Indiana June 5, 1998 -----END PRIVACY-ENHANCED MESSAGE-----