FORM 10-Q

-----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, VtO6jw1NjuQLD5XQMoRBLCkrvxWvZzQHH1PGQZjwkQMMZYaAYzOkzGlKmPIHozn0 ZhBpZw5e9Aalbj/yT69fgQ== 0000950131-01-501406.txt : 20010515 0000950131-01-501406.hdr.sgml : 20010515 ACCESSION NUMBER: 0000950131-01-501406 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010514 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-Q SEC ACT: SEC FILE NUMBER: 001-00983 FILM NUMBER: 1632868 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-Q 1 d10q.htm FORM 10-Q FORM 10-Q

			2001
			First Quarter


	UNITED STATES

	SECURITIES AND EXCHANGE COMMISSION

	Washington, D.C. 20549

	F O R M 1 0 – Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934

	For the quarterly period ended March 31, 2001

	OR

[_]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	Commission file number 1-983

	NATIONAL STEEL CORPORATION

	(Exact name of registrant as specified in its charter)

	Delaware	25-0687210
	(State or other jurisdiction of	(I.R.S. Employer
	incorporation or organization)	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

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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___

The number of shares outstanding of the Registrant's Common Stock $.01 par value, as of May 1, 2001, was 41,288,240 shares, consisting of 22,100,000 shares of Class A Common Stock and 19,188,240 shares of Class B Common Stock.

NATIONAL STEEL CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	PAGE


Item 1.	Financial Statements (unaudited)
	Consolidated Statements of Income -
	Three Months Ended March 31, 2001 and 2000	3

	Consolidated Balance Sheets -
	March 31, 2001 and December 31, 2000	4

	Consolidated Statements of Cash Flows -
	Three Months Ended March 31, 2001 and 2000	5

	Consolidated Statements of Changes in
	Stockholders' Equity
	Three Months Ended March 31, 2001 and
	Year Ended December 31, 2000	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of
	Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14


PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 6.	Exhibits and Reports on Form 8-K	15

PART 1. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS


NATIONAL STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Millions of Dollars, Except Per Share Amounts)
(Unaudited)


	Three Months Ended March 31,
		2001		2000


Net Sales		$589.4		$835.1

Cost of products sold		624.2		740.1
Selling, general and administrative expense		35.4		38.0
Depreciation		41.9		37.8
Equity (income) loss of affiliates		(0.6	)	0.1
Unusual items		(26.0	)	—

Income (Loss) from Operations		(85.5	)	19.1

Other (income) expense:
Interest and other financial income		(0.2	)	(1.4	)
Interest and other financial expense		15.5		9.3

		15.3		7.9

Income (Loss) before Income Taxes		(100.8	)	11.2

Income taxes		25.1		0.6


Income (Loss) before Cumulative Effect of an
Accounting Change		(125.9	)	10.6

Cumulative effect of an accounting change		17.2		—


Net Income (Loss)		$(108.7	)	$ 10.6


Basic Earnings Per Share:
Net Income (Loss)		$ (2.63	)	$ 0.26


Weighted average shares outstanding (in thousands)		41,288		41,288

Diluted Earnings Per Share:
Net Income (Loss)		$ (2.63	)	$ 0.26


Weighted average shares outstanding (in thousands)		41,288		41,302

Dividends Paid per Share		$ —		$ 0.07




See notes to consolidated financial statements.

NATIONAL STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions of Dollars, Except Share Amounts)

	March 31,			December 31,
	2001			2000

	(Unaudited)			(Note 1)
Assets
Current assets
Cash and cash equivalents		$ 3.7			$ 3.3
Receivables - net		180.5			190.6
Inventories:
Finished and semi-finished products		431.2			420.4
Raw materials and supplies		201.2			225.5

		632.4			645.9
Less: LIFO Reserve		128.0			123.1

		504.4			522.8
Deferred tax assets		34.5			34.5
Other		15.7			16.6

Total current assets		738.8			767.8

Investments in affiliated companies		18.5			18.7

Property, plant and equipment		3,913.2			3,900.3
Less accumulated depreciation		2,424.8			2,383.3

		1,488.4			1,517.0
Other assets		238.4			261.7

		$2,484.1			$2,565.2



Liabilities and Stockholders' Equity

Current liabilities
Accounts payable		$ 214.5			$ 231.7
Current portion of long-term debt		27.1			27.9
Short-term borrowings		152.0			86.5
Accrued liabilities		236.3			243.0

Total current liabilities		629.9			589.1

Long-term debt		516.4			523.3
Other long-term liabilities		730.9			735.1

Stockholders' equity
Common Stock - par value $.01:
Class A - authorized 30,000,000 shares, issued
and outstanding 22,100,000		0.2			0.2
Class B - authorized 65,000,000 shares; issued
21,188,240; outstanding 19,188,240		0.2			0.2
Additional paid-in-capital		491.8			491.8
Retained earnings		135.4			244.1
Treasury stock, at cost: 2,000,000 shares		(16.3	)		(16.3	)
Accumulated other comprehensive income (loss):
Unrealized loss on derivative instruments		(2.1	)		—
Minimum pension liability		(2.3	)		(2.3	)

Total stockholders' equity		606.9			717.7

		$2,484.1			$2,565.2

See notes to consolidated financial statements.

NATIONAL STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions of Dollars)
(Unaudited)


	Three Months Ended March 31,
		2001		2000

Cash Flows from Operating Activities
Net income (loss)		$(108.7	)	$ 10.6
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation		41.9		37.8
Cumulative effect of an accounting change		(17.2	)	—
Deferred income taxes		24.9		—
Changes in assets and liabilities:
Receivables		20.1		(49.9	)
Receivables – sold		(10.0	)	—
Inventories		18.4		34.6
Accounts payable		(17.2	)	32.2
Pension liability (net of change in intangible
pension asset)		7.7		(17.3	)
Postretirement benefits		12.5		7.0
Accrued liabilities		(8.5	)	(17.8	)
Other		(7.3	)	2.8

Net Cash Provided by (Used in) Operating Activities		(43.4	)	40.0

Cash Flows from Investing Activities
Purchases of property and equipment		(14.0	)	(33.3	)

Net Cash Used in Investing Activities		(14.0	)	(33.3	)

Cash Flows from Financing Activities
Debt repayment		(7.7	)	(15.6	)
Borrowings - net		65.5		—
Dividend payments on common stock		—		(2.9	)

Net Cash Provided by (Used in) Financing
Activities		57.8		(18.5	)


Net Increase (Decrease) in Cash and Cash Equivalents		0.4		(11.8	)
Cash and cash equivalents at the beginning of the period		3.3		58.4

Cash and cash equivalents at the end of the period		$ 3.7		$ 46.6


Noncash Investing and Financing Activities
Purchase of equipment through capital leases		$ —		$ 6.5


Supplemental Cash Payment Information
Interest and other financing costs paid		$ 22.7		$ 22.3
Income taxes (refunded) paid, net		(3.8	)	0.5



See notes to consolidated financial statements.

NATIONAL STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Millions of Dollars, Except Share Amounts)


	Common Stock—Class A		Common Stock—Class B		Additional Paid-In Capital		Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity

Balance at January 1, 2000		$0.2		$0.2		$491.8		$ 382.6			$(16.3	)		$ (5.5	)		$ 853.0
Comprehensive income (loss):
Net loss								(129.8	)								(129.8	)
Other comprehensive income (loss):
Minimum pension liability														3.2			3.2

Comprehensive loss																	(126.6	)

Dividends on common stock								(8.7	)								(8.7	)


Balance at December 31, 2000 (Note 1)		0.2		0.2		491.8		244.1			(16.3	)		(2.3	)		717.7

Comprehensive income (loss):
Net loss								(108.7	)								(108.7	)
Other comprehensive income (loss):
Cumulative effect of the adoption
of SFAS 133														23.8			23.8
Net activity relating to derivative
instruments														(25.9	)		(25.9	)

Comprehensive loss																	(110.8	)


Balance at March 31, 2001 (Unaudited)		$0.2		$0.2	$	$491.8		$ 135.4			$(16.3	)		$ (4.4	)		$ 606.9

See notes to consolidated financial statements.

NATIONAL STEEL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001 (Unaudited)

NOTE 1 — BASIS OF PRESENTATION

The consolidated financial statements of National Steel Corporation and its majority owned subsidiaries (the "Company") presented herein are unaudited. However, in the opinion of management, such statements include all adjustments necessary for a fair presentation of the results for the periods indicated. All such adjustments made were of a normal recurring nature. The financial results presented for the three month periods ended March 31, 2001 and 2000 are not necessarily indicative of results of operations for the full year. The Annual Report of the Company on Form 10-K for the year ended December 31, 2000 (the "2000 Form 10-K") contains additional information and should be read in conjunction with this report.

The Company has engaged Ernst & Young LLP to conduct a review of the consolidated financial statements presented herein, in accordance with standards established by the American Institute of Certified Public Accountants. Their review report is included as an exhibit to this Form 10-Q.

Certain amounts in the 2000 financial statements have been reclassified to conform to current year presentation.

NOTE 2 — CHANGE IN METHOD OF ACCOUNTING

Effective January 1, 2001, the Company changed its method of accounting for investment gains and losses on pension assets for the calculation of net periodic pension cost. Previously, the Company’s actuary used a method that recognized all realized gains and losses immediately and deferred and amortized all unrealized gains and losses over five years. The Company has decided to change its actuarial method to treat realized and unrealized gains and losses in the same manner. Under the new accounting method, the market value of plan assets will reflect gains and losses at the actuarial expected rate of return. In addition, the difference between actual gains and losses and the amount recognized based on the expected rate of return will be amortized in the market value of plan assets over three years. In management's opinion, this method of accounting, which is consistent with the practices of many other companies with significant pension assets, will result in improved reporting because the new method more closely reflects the fair value of its pension assets.

The cumulative effect of this change was a credit of $17.2 million recognized in income as of January 1, 2001. There was no income tax expense on the cumulative effect of the change in accounting method. Pension cost for the three months ended March 31, 2001 was $1.7 million less and the net loss was $2.1 million or $0.05 per share less as a result of the change in accounting. The pro forma effect of this change as if it had been made retroactively for the three months ended March 31, 2000 would be to increase pension cost by $0.5 million and decrease net income by $0.5 million or $0.01 per share.

NOTE 3 — SEGMENT INFORMATION

Three months ended	March 31, 2001									March 31, 2000

	Steel			All Other			Total			Steel		All Other			Total

	Dollars in millions
Revenues from external customers	$	585.5		$	3.9		$	589.4		$	831.8	$	3.3		$	835.1
Intersegment revenues		124.4			590.3			714.7			145.2		848.7			993.9
Segment income (loss) from operations		(41.2	)		(44.3	)		(85.5	)		20.9		(1.8	)		19.1
Segment assets		1,664.0			820.1			2,484.1			1,645.2		1,105.3			2,750.5

Included in the “All Other” intersegment revenues is $553.4 million in 2001 and $800.4 million in 2000 of qualified trade receivables sold to National Steel Funding Corporation, a wholly-owned subsidiary.

NOTE 4 – UNUSUAL ITEMS

During the first quarter of 2001, the Company recognized a net unusual credit consisting of the following items:

Sale of natural gas derivative contract (see Note 5)	$	26.2
Expense related to Staff Retirement Incentive
Program for Salaried Non-Represented Employees		(0.2	)

Unusual items	$	26.0

During the first quarter of 2001, the Company offered a Staff Retirement Incentive Program for certain salaried non-represented employees. The voluntary program, available between March 1, 2001 and May 1, 2001, was offered to support the Company’s efforts to reduce the salaried workforce. The expense results from the recognition of an accrual for the additional pension, other postretirement employee benefits and severance liabilities incurred as a result of the employees who had accepted the program during the first quarter of 2001.

NOTE 5–DERIVATIVE INSTRUMENTS

On January 1, 2001, the Company adopted Financial Accounting Standards Board Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). As a result, the Company recognized the fair value of all financial derivative contracts as an asset of $23.8 million. This amount was recorded on the balance sheet as an asset and as an adjustment to accumulated other comprehensive income within stockholders’ equity. The adoption of SFAS 133 had no impact on net income.

In order to reduce the uncertainty of price movements with respect to the purchase of zinc, the Company enters into derivative financial instruments in the form of swap contracts and zero cost collars with a major global financial institution. These contracts, which typically mature within one year, have been designated as cash flow hedges. Therefore, these contracts are recorded at their fair value as assets on the balance sheet and any changes in their fair value, to the extent they have been effective as hedges, will be reclassified into earnings in the same periods during which the hedged forecasted transaction affects earnings.

Additionally, the Company had one forward contract for the purchase of natural gas that upon adoption of SFAS 133 was classified as a derivative instrument and recorded at its fair value of $24.9 million. The contract was sold in January 2001 for $26.2 million. Upon the sale of the contract, the resulting gain was recognized as an unusual item on the income statement.

NOTE 6 — CREDIT ARRANGEMENTS

At March 31, 2001, the Company’s credit arrangements consisted of:

a Receivables Purchase Agreement with commitments of up to $200.0 million that expires in September 2002,

a $200.0 million revolving credit facility secured by the Company’s inventories (the “Inventory Facility”) that expires in November 2004, and

a $100.0 million revolving credit facility with NUF LLC, a wholly-owned subsidiary of NKK Corporation, the Company’s principal stockholder (the “NUF Facility”) that expires in February 2002.

On March 31, 2001, there was $77.0 million outstanding under the Inventory Facility. These borrowings bear interest at a bank prime rate or at an adjusted Eurodollar rate plus an applicable margin that varies, depending upon the type of loan the Company executes. At March 31, 2001, the outstanding borrowings under the Inventory Facility had a weighted average annual interest rate of 7.5%.

Outstanding letters of credit under the Receivables Purchase Agreement at March 31, 2001 totaled $25.1 million. In addition, the Company utilized the Receivables Purchase Agreement to sell approximately $85 million of trade accounts receivable. The sold accounts receivable are excluded from the consolidated balance sheet at March 31, 2001. Under the Receivables Purchase Agreement, the maximum amount available from time to time is subject to change based on the level of eligible receivables and restrictions on concentrations of certain receivables. For 2001, the maximum availability, after reduction for letters of credit and sold accounts receivable, under the Receivables Purchase Agreement varied from zero to $37.4 million. There was $26.4 million available under the Receivables Purchase Agreement at March 31, 2001.

On March 31, 2001, there was $75.0 million outstanding under the NUF Facility. These borrowings also bear interest at a bank prime rate or at an adjusted Eurodollar rate plus an applicable margin that varies, depending upon the type of loan the Company executes. At March 31, 2001, the outstanding borrowings under the NUF Facility had an annual interest rate of 8.6%.

At March 31, 2001, the Company was in compliance with all material covenants of, and obligations under all debt agreements. Under the most restrictive of the covenants for these debt and certain lease agreements, the Company was prohibited from declaring or paying dividends and has limitations on the amount of capital expenditures and additional debt that can be incurred.

NOTE 7— ENVIRONMENTAL AND LEGAL PROCEEDINGS

The Company's operations are subject to numerous laws and regulations relating to the protection of human health and the environment. Because these environmental laws and regulations are quite stringent and are generally becoming more stringent, the Company has expended, and can be expected to expend in the future, substantial amounts for compliance with these laws and regulations. Due to the possibility of future changes in circumstances or regulatory requirements, the amount and timing of future environmental expenditures could vary from those currently anticipated.

It is the Company's policy to expense or capitalize, as appropriate, environmental expenditures that relate to current operating sites. Environmental expenditures that relate to past operations and which do not contribute to future or current revenue generation are expensed. Costs for environmental assessments or remediation activities, or penalties or fines that may be imposed for noncompliance with environmental laws and regulations, are accrued when it is probable that liability for such costs will be incurred and the amount of such costs can be reasonably estimated.

The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), and similar state statutes generally impose joint and several liability on present and former owners and operators, transporters and generators for remediation of contaminated properties, regardless of fault. The Company and certain of its subsidiaries are involved as potentially responsible parties ("PRPs") at a number of off-site CERCLA and other environmental cleanup proceedings. At some of these sites, the Company does not have sufficient information regarding the nature and extent of the contamination, the wastes contributed by other PRPs, or the required remediation activity to estimate its potential liability.

The Company has also recorded the reclamation and other costs to restore its coal mines at its shutdown locations to their original and natural state, as required by various federal and state mining statutes.

Since the Company has been conducting steel manufacturing and related operations at numerous locations for over sixty years, the Company potentially may be required to remediate or reclaim any contamination that may be present at these sites. The Company does not have sufficient information to estimate its potential liability in connection with any potential future remediation at such sites. Accordingly, the Company has not accrued for such potential liabilities.

As these matters progress or the Company becomes aware of additional matters, the Company may be required to accrue charges in excess of those previously accrued. Although the outcome of any of the matters described, to the extent they exceed any applicable reserves or insurance coverages, could have a material adverse effect on the Company's results of operations and liquidity for the applicable period, the Company has no reason to believe that such outcomes, whether considered individually or in the aggregate, will have a material adverse effect on the Company’s financial condition. The Company has recorded an aggregate environmental liability of approximately $25.7 million and $24.7 million at March 31, 2001 and December 31, 2000, respectively.

The Company is involved in various non-environmental legal proceedings, most of which occur in the normal course of its business. The Company does not believe that these proceedings will have a material adverse effect, either individually or in the aggregate, on the Company's financial condition. However, with respect to certain of the proceedings, if reserves prove to be inadequate and the Company incurs a charge to earnings, such charge could have a material adverse effect on the Company's results of operations and liquidity for the applicable period.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This commentary should be read in conjunction with the first quarter of 2000 consolidated financial statements and selected notes and the 2000 Form 10-K for a full understanding of our financial condition and results of operations.

Results of Operations

Net Sales

Net sales for the first quarter of 2001 decreased $245.7 million, or 29%, compared to the first quarter of 2000. The decrease resulted from a 366,000 ton decrease in shipments as compared to the record shipment levels in the first quarter of 2000, as well as a 12% decrease in our average selling price to the lowest level we have experienced in years. The decrease in our average selling price results from a combination of depressed market prices and a change in our product mix toward lower value-added products. Shipments declined due to reduced demand for steel products resulting from the softening of the economy, the ongoing impact of high levels of low-priced imported steel during 2000 and the ensuing high inventory levels at our customers. Although demand was significantly weaker than in the prior year, we did see some improvements in our order rates and shipment levels as we moved through the quarter.

Income (Loss) from Operations

We reported an operating loss of $85.5 million for the first quarter of 2001, a decrease of $104.6 million from the corresponding 2000 period. This decrease results primarily from the lower shipment and pricing levels, as discussed above. Our reduced production volume also negatively impacted our operating results as production levels were not sufficient to cover our fixed production costs. Additionally, natural gas prices remained high and increased approximately $18 million in the first quarter of 2001 as compared to the first quarter of 2000. We were successful in reducing our repair and maintenance costs by approximately $12 million and in reducing some other costs as compared to the year earlier quarter. A portion of these costs were lower as we began to see the positive effects of the reductions in our workforce and continued to see the benefits of reduced overtime utilization of our hourly workforce.

In the first quarter of 2001, we recognized a net unusual credit of $26 million relating to the sale of a natural gas derivative contract offset slightly by certain expenses relating to a Staff Retirement Incentive Program for Salaried Non-Represented Employees. In January, we sold a long-term contract to purchase natural gas for $26.2 million. This contract allowed for the purchase of approximately 7% of our annual requirements at contractual prices significantly below current spot market prices. The elimination of this contract will lead to increased costs of approximately $2 million per quarter in 2001 as we fulfill our ongoing gas requirements. The Retirement Incentive Program is one of our efforts to reduce our salaried workforce. The $0.2 million expense relates to additional pension, other postretirement benefits and severance liabilities for employees who volunteered to accept the Retirement Incentive Program in the first quarter 2001. The expense related to this program is expected to grow in the second quarter, as additional eligible employees enter the program.

Net Financing Costs

Net financing costs increased $7.4 million in the first quarter of 2001 as compared to the same period in 2000. The increase results primarily from less interest expense being capitalized due to lower levels of capital expenditures. In addition, higher interest expense associated with increased short–term borrowings outstanding and a decrease in the amount of cash available for investment accounted for the remaining variance.

Income Taxes

In the first quarter of 2001, we recorded a non-cash tax expense of $25.1 million despite reporting a pre-tax loss. Our effective tax rate for the first quarter of 2001 was negative 25% due to an increase in our valuation allowance on our deferred tax asset. We determined that an increase in the valuation allowance was necessary after reviewing our future taxable income and tax planning strategies. This change in the effective tax rate adversely impacted the first quarter results by $30 million.

Accounting Change

Effective January 1, 2001, we changed our method of accounting for investment gains and losses on pension assets used in the calculation of net periodic pension cost. The cumulative effect of this change on prior periods was a credit of $17.2 million. The net loss in the first quarter of 2001 improved by $2.1 million or $0.05 per share (basic and diluted) as a result of lower pension expense due to this accounting change. The first quarter of 2000 net income would also have been negatively impacted by $0.5 million or $0.01 per share (basic and diluted) had this accounting change been applied retroactively. This accounting change is discussed in further detail in Note 2 to the financial statements.

Outlook

Looking ahead to the second quarter of 2001, we are encouraged that orders are beginning to strengthen as inventory levels at our customers are returning to more normal levels. We anticipate that shipments will increase in the second quarter as compared to the first quarter of 2001 by approximately 10%, but will remain below the record levels we experienced in the second quarter of 2000. We also expect that our average selling price will increase approximately 4% from the first quarter 2001 as the result of improved mix and higher spot market pricing, but will remain below 2000 levels for most of 2001.

Our cost reduction efforts are continuing and we are pleased that we are beginning to see some of the anticipated improvements in our costs. A special committee of the Board of Directors continues to be actively involved in monitoring our progress. We believe that we will begin to see the positive impact of these efforts in the second quarter of 2001. However, these benefits are expected to be at least partially offset by the costs related to the annual outage of our pellet facility that will approximate $9 million. We are also continuing to look at our noncore businesses and assets to assess whether their ultimate sale or sale and leaseback would be beneficial to us. In April 2001, we entered into an agreement to sell certain assets of our building products line and certain trademarks used in that business to one of our customers for approximately $2 million. We will continue to provide substrate to this customer under a contract that was negotiated as part of the sale.

As anticipated, 2001 has been, and will continue to be, a very challenging year for us. We are cautiously optimistic that we will see improvements in the general economy and in steel market conditions during the remainder of 2001 and are hopeful that our cost reduction efforts will begin to be more evident in our financial results for the remainder of the year.

Liquidity and Sources of Capital

Our liquidity needs arise primarily from working capital requirements, capital investments, principal and interest payments on our indebtedness, and pension funding requirements. We have satisfied these liquidity needs with funds provided from borrowings, the sale of trade accounts receivable and cash provided by operations. Our short-term credit arrangements consist of:

a Receivables Purchase Agreement with commitments of up to $200.0 million which has an expiration date of September 2002,
a $200.0 million credit facility secured by our inventories which expires in November 2004, and
a $100.0 million revolving credit facility with NUF LLC, a wholly-owned subsidiary of NKK Corporation, the Company’s principal stockholder which expires in February 2002.

At March 31, 2001, we had total liquidity, which includes cash balances plus available borrowing capacity under these facilities, of $176.2 million.

At March 31, 2001, total debt as a percentage of total capitalization increased to 53.4% as compared to 47.0% at December 31, 2000. Cash and cash equivalents totaled $3.7 million at March 31, 2001, as compared to $3.3 million at December 31, 2000.

We are currently in compliance with all material covenants of, and obligations under, our various debt instruments. On March 31, 2001, cash borrowings outstanding under our short-term facilities were $77.0 million under the Inventory Facility with a weighted average annual interest rate of 7.5% and $75.0 million under the NUF Facility with an annual interest rate of 8.6%.

In addition, the Company utilized the Receivables Purchase Agreement to sell approximately $85 million of trade accounts receivable. The sold accounts receivable are excluded from the consolidated balance sheet. We also had $25.1 million in outstanding letters of credit under the Receivables Purchase Agreement at March 31, 2001. For 2001, the maximum availability under the Receivables Purchase Agreement, after reduction for letters of credit outstanding and sold accounts receivable, varied from zero to $37.4 million and was $26.4 million as of March 31, 2001.

Cash Flows from Operating Activities

For the quarter ended March 31, 2001, cash used in operating activities amounted to $43.4 million, which is primarily attributable to our net loss of $108.7 million offset by non-cash charges relating to depreciation and deferred income taxes. Net working capital items had little effect on cash flows from operating activities.

Cash Flows from Investing Activities

Capital investments for the quarters ended March 31, 2001 and 2000 amounted to $14.0 million and $33.3 million, respectively. The first quarter 2001 spending includes the purchase of mobile equipment, the continuing modernization of Granite City Division’s hot strip mill, and various information system costs. We plan to invest approximately $60 million during the remainder of 2001 for capital expenditures.

Cash Flows from Financing Activities

Net cash provided by financing activities amounted to $57.8 million during the first quarter of 2001. This results from a net increase in short-term borrowings of $65.5 million offset by scheduled payments on long-term debt.

Other

Impact of Recently Issued Accounting Standards

On January 1, 2001, the Company adopted Financial Accounting Standards Board Statement (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities. As a result, the Company recognized the fair value of all financial derivative contracts as an asset of $23.8 million. This amount was recorded on the balance sheet as an asset and an adjustment to accumulated other comprehensive income within stockholders’ equity. The adoption of SFAS 133 had no impact on net income.

In September 2000, the Financial Accounting Standards Board issued SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This statement revises the accounting standards for securitizations and other transfers of financial assets and collateral and requires certain disclosures. This statement is effective for transfers and servicing of financial assets occurring after March 31, 2001. Adoption of SFAS No. 140 will not have a material effect on the Company's consolidated financial statements or liquidity.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Statements made in our reports, such as this Form 10-Q, in press releases and in statements made by employees in oral discussions, that are not historical facts constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward looking statements, by their nature, involve risk and uncertainty. A variety of factors could cause business conditions and our actual results and experience to differ materially from those we expect or expressed in our forward looking statements. These factors include, but are not limited to, the following:

1) changes in market prices and market demand for our products;

2) changes in our mix of products sold;

3) changes in the costs or availability of the raw materials and other supplies used by us in the manufacture of our products;

4) equipment failures or outages at our steelmaking and processing facilities;

5) losses of customers;

6) changes in the levels of our operating costs and expenses;

7) collective bargaining agreement negotiations, strikes, labor stoppages or other labor difficulties;

8) actions by our competitors, including domestic integrated steel producers, foreign competitors, mini-mills and manufacturers of steel substitutes, such as plastics, aluminum, ceramics, glass, wood and concrete;

9) changes in industry capacity;

10) changes in economic conditions in the United States and other major international economies, including rates of economic growth and inflation;

11) worldwide changes in trade, monetary or fiscal policies including changes in interest rates;

12) changes in the legal and regulatory requirements applicable to us; and

13) the effects of extreme weather conditions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, our operations are exposed to continuing fluctuations in commodity prices, foreign currency values and interest rates that can affect the cost of operating, investing and financing. Accordingly, we address a portion of these risks, primarily commodity price risk, through a controlled program of risk management that includes the use of derivative financial instruments. Our objective is to reduce earnings volatility associated with these fluctuations to allow management to focus on core business issues. Our derivative activities, all of which are for purposes other than trading, are initiated within the guidelines of a documented corporate risk-management policy. We do not enter into any derivative transactions for speculative purposes. Our market risk has not changed materially from that reported in the 2000 Form 10-K.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Trade Litigation

This matter was reported in the Company's 2000 Form 10-K and relates to several proceedings against unfair trade practices. These proceedings originated with petitions filed by the Company and a number of other U.S. steel producers with the Department of Commerce (the "DOC") and the International Trade Commission (the "ITC").

On April 25, 2001, the United States notified the World Trade Organization (the "WTO") of its intention to appeal to the WTO's Appellate Body the finding by a WTO dispute settlement panel that certain aspects of the DOC's calculation of the dumping margin in the 1998-1999 investigation of hot-rolled carbon steel flat products ("Hot-Rolled Steel") from Japan violated the United States' international obligations. Japan has until May 10, 2001 to commence a cross-appeal.

Regarding the Hot-Rolled Steel investigations that were initiated in 2000, on April 16, 2001, the DOC preliminarily determined that Hot-Rolled Steel from India, Indonesia, South Africa and Thailand had been subsidized. On April 24, 2001, the DOC preliminarily determined that Hot-Rolled Steel from Argentina, India, Indonesia, Kazakhstan, the Netherlands, the People's Republic of China, Romania, South Africa, Taiwan, Thailand and the Ukraine had been dumped. The affected imports are now subject to bonding requirements, with the amount of security calculated based on the preliminary duty rates. Antidumping and/or countervailing duties will be imposed against those imports for which the DOC makes an affirmative final dumping or subsidization determination and for which the ITC makes an affirmative injury determination. The final DOC and ITC determinations are expected to be made in the second half of this year.

Detroit Water and Sewerage Department NOVs

This matter is reported in the Company’s 2000 Form 10-K and involves certain notices of violation (“NOVs”) issued to the Company’s Great Lakes Division by the Detroit Water and Sewerage Department (“DWSD”), alleging that the Company’s discharge to the DWSD contained levels of zinc, cyanide and mercury in excess of the permitted limits. On March 8, 2001 the DWSD issued an additional NOV to the Company, alleging one exceedance of the mercury limit in December 2000 and three exceedances of the mercury limit in February 2001.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) See attached Exhibit Index

(b) Reports on Form 8-K

The Company filed a report on Form 8-K dated January 25, 2001 reporting on Item 5, Other Events and Regulation FD Disclosure.

The Company filed a report on Form 8-K dated February 15, 2001 reporting on Item 5, Other Events and Regulation FD Disclosure.

The Company filed a report on Form 8-K dated March 2, 2001 reporting on Item 5, Other Events and Regulation FD Disclosure.

The Company filed a report on Form 8-K dated March 6, 2001 reporting on Item 5, Other Events and Regulation FD Disclosure.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant 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/ Kirk A. Sobecki
	Kirk A. Sobecki Corporate Controller (Principal Accounting Officer)

Date: May 14, 2001

NATIONAL STEEL CORPORATION

QUARTERLY REPORT ON FORM 10-Q

EXHIBIT INDEX

For the quarterly period ended March 31, 2001

3-A	Form of Amended and Restated By-Laws of the Company

10-A	Employment Contract dated as of March 4, 2001 between National Steel Corporation and Hisashi Tanaka

15-A	Independent Accountants’ Review Report

15-B	Acknowledgment Letter on Unaudited Interim Financial Information

18	Letter regarding Change in Accounting Method

EX-3.(A) 2 dex3a.txt FORM OF AMENDED AND RESTATED BY-LAWS Exhibit 3(A) AMENDED AND RESTATED BY-LAWS OF NATIONAL STEEL CORPORATION [Approved by the Board of Directors on May 31, 1994, as Amended by Written Consent on August 23, 1996 and as Amended by Written Consent on April 26, 1998 and as Amended by the Board of Directors at the February 5, 2001 Meeting] OFFICES ------- 1. Registered Office. The registered office of National Steel Corporation ----------------- (the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof shall be The Corporation Trust Company. 2. Other Offices. The Corporation may also have offices at such other ------------- places both within and without the State of Delaware as the Board of Directors may determine from time to time, or as the business of the Corporation may require. MEETINGS OF STOCKHOLDERS ------------------------ 3. Place of Meeting. Meetings of the stockholders for the election of ---------------- directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. 4. Annual Meetings. The Annual Meeting of Stockholders shall be held on --------------- such date and at such time as shall be determined by the Board of Directors and stated in the notice of the meeting at which meeting the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. If the Board of Directors fails to set a time and date for the Annual Meeting, it shall be held on the second Wednesday of May at 10:00 a.m., and if a legal holiday, then on the next following business day. Written notice of the Annual Meeting 1 of Stockholders shall be given in the same manner set forth in Section 39 hereof, at least ten (10) days prior to the meeting to each stockholder entitled to vote thereat 5. Special Meetings. A Special Meeting of Stockholders, for any purpose ---------------- or purposes, may be called at any time by the Board of Directors and shall be called by the Chairman of the Board of Directors, the President or the Secretary at the request in writing of stockholders owning, at least fifty percent (50%) of the voting power of the capital stock of the Corporation issued and outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at all Special Meetings of stockholders shall be confined to the matters specified in the notice of meeting. The place, date and hour of the Special Meeting and the purpose or purposes for which the meeting is called shall be given in the manner set forth in Section 39 hereof at least ten (10) days before such meeting to each stockholder entitled to vote thereat. 6. Quorum. Except as otherwise provided by law or by the Certificate of ------ Incorporation, as amended and restated, the holders of a majority of the voting power of the capital stock issued and outstanding and entitled to vote thereat present in person or represented by proxy, but in no event less than one-third of the shares entitled to vote at the meeting shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present: or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. 7. Voting. Unless otherwise required by law, the Certificate of ------ Incorporation, as amended and restated, or these By-Laws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the voting power of the capital stock represented and entitled to vote thereat. Each stockholder represented at a meeting of stockholders shall be entitled to cast such number of votes as set forth in the Certificate of Incorporation, as amended and restated, with respect to such capital stock, for each share entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy, but no proxy shall be voted on or after three years from its date unless such proxy provides for a longer period. All proxies shall be filed with the Secretary of the Corporation. The vote for directors, and, upon the demand of any stockholder, the vote upon any question before the meeting shall be cast by written ballot. 2 Each election of directors shall be conducted by one or more inspectors or judges, who may or may not be stockholders, appointed by the chairman of the meeting. The inspectors or judges shall be sworn to the faithful performance of their duties and shall, in writing certify to the returns. No person who is a candidate for the office of director shall be an inspector or judge. 8. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided ------------------------------------------ in the Certificate of Incorporation, as amended and restated, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 9. List of Stockholders Entitled to Vote. The officer of the Corporation ------------------------------------- who has charge of the stock ledger of the Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting arranged in alphabetical order, and showing the address of each stockholder and the number of shares by class registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting during ordinary business hours, for a period of at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present. 10. Stock Ledger. The stock ledger of the Corporation shall be the only ------------ evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 9 or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders. DIRECTORS --------- 11. Number and Election of Directors. The property and business of the -------------------------------- Corporation shall be managed by a Board of Directors which shall consist of not more than nine (9) members, the exact number of which shall be fixed from time to time by the Board of Directors, with it being the policy of the Corporation to have four (4) independent, outside Directors except when there is a vacancy on the Board of Directors. Directors need not be stockholders. Except as provided in Section 12, directors shall be 3 elected by a plurality of the votes cast at the Annual Meeting of Stockholders and each director shall be elected to serve until the next Annual Meeting of Stockholders following said director's election and until said director's successor shall be duly elected and qualified, or until said director's earlier resignation or removal. 12. Vacancies. Vacancies in newly created directorships resulting from --------- any increase in the authorized number of directors may be filled by a majority of the entire Board of Directors, and any other vacancy occurring on the Board of Directors may be filled by a majority of the directors then in office though less than a quorum is present, or by a sole remaining director. The directors so chosen to fill a vacancy shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal. 13. Duties and Powers. The Board of Directors may exercise all such ----------------- powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation, as amended and restated, or by these By-Laws, directed or required to be exercised or done by the stockholders. 14. Meetings. The Board of Directors of the Corporation may hold -------- meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held at such time and at such place as may from time to time be determined by the Board of Directors. Notice of regular meetings shall be given in the manner set forth in Sections 39 and 40 hereof to each director at least five (5) days prior thereto. Special meetings of the Board of Directors may be called by the Chairman or the Secretary and shall be called by the Secretary upon the written request of any three directors. Oral or written notice thereof stating the place, date and hour of the meeting shall be given to each director at least five (5) days before the date of the meeting. 15. Quorum. At all meetings of the Board of Directors, a majority of the ------ entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present and voting at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 16. Actions of the Board. Any action required or permitted to be taken at -------------------- any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing and the writing or writings are, filed with the minutes of proceedings of the Board of Directors or committee. 4 17. Meetings by Means of Conference Telephone. Members of the Board of ----------------------------------------- Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 17 shall constitute presence in person at such meeting. 18. Committees. The Board of Directors may, by resolution passed by a ---------- majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such Committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting whether or not the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have any and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. 19. Compensation. The directors may be paid their expenses, if any, of ------------ attendance at each meeting of the Board of Directors and may be compensated for their services in such manner as the Board of Directors may determine. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may also be compensated in such manner as the Board of Directors may determine for attending committee meetings. OFFICERS -------- 20. General. The officers of the Corporation shall be chosen by the Board ------- of Directors and shall be a Chairman (who must be a director), a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also designate any Vice Chairman of the Board of Directors (who must be a director) to be an officer and may choose one or more Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and a Controller. The Board of Directors may designate officers to serve as Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other such designated positions and to fulfill the responsibilities of such designated positions as may from time to time be assigned by the Board in addition to their duties as 5 officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation, as amended and restated, or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman and Vice Chairman of the Board of Directors need such officers be directors of the Corporation. 21. Election. The Board of Directors shall annually elect the officers of -------- the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board Of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors, with or without cause. Any vacancy occurring in any of the offices of the Chairman, the President, Secretary or Treasurer shall be filled by the Board of Directors. Any vacancy occurring in any other office may be filled by, or pursuant to authority delegated by, the Board of Directors or may be left unfilled. Officers of the Corporation shall be entitled to receive such compensation for their services as officers as may be fixed by, or pursuant to authority delegated by, the Board of Directors. Each of the compensated officers of the Corporation shall be full-time employees of the Corporation unless the Board of Directors expressly authorizes otherwise. The positions of Chairman and/or Vice Chairman of the Board of Directors may be held by persons who are not full-time employees of the Corporation, in which event such persons will not be compensated by reason of holding such positions; provided that such persons shall be permitted to receive reimbursement for their expenses of attendance at Board and Board committee meetings under Section 19 hereof. 22. Voting Securities Owned by the Corporation. Powers of attorney, ------------------------------------------ proxies, waivers of noticed of meeting consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution from time to time confer like powers upon any other person or persons. 23. Chairman of the Board of Directors. The Chairman of the Board shall ---------------------------------- preside at all meetings of the Board of Directors. The Chairman shall also perform all such other duties and exercise all such other powers as these By- Laws or the Board of Directors may from time to time prescribe. 6 24. Vice Chairman. The Vice Chairman of the Board, if there is one, in ------------- the absence or disability of the Chairman of the Board, shall perform the duties of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time prescribe. 25. President. The President shall preside at all meetings of the --------- stockholders. If the President is a member of the Board, then at the request, or in the absence or disability, of the Chairman or Vice Chairman of the Board of Directors, the President shall preside at meetings of the Board of Directors. Under the direction of the Board of Directors, the President shall have the general management of the business of the Corporation shall see that all orders and resolutions of the Board of Directors are carried into effect, and, in general, shall perform all duties as are usually incident to the office of president of a corporation. The President shall also perform all such other duties and exercise all such other powers as from time to time may be assigned to the President by these By-Laws by the Board of Directors. 26. Senior Vice President(s); Vice President(s). The Senior Vice ------------------------------------------- Presidents, if any, and the Vice Presidents shall perform such duties and have such powers as shall be assigned to said officers by the Board of Directors or the President. At the request of the President or in the event of the President's absence or inability or refusal to act, the Senior Vice President or Vice President designated by the Board of Directors shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. 27. Secretary. The Secretary shall attend all meetings of the Board of --------- Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for this purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all. meetings of the stockholder and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman or the President. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation, and the Secretary or any other officer of the Corporation shall have authority to affix the same to any instrument requiring it; and when so affixed, it may be attested by the signature of the Secretary or by the signature of any other such. officer. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by the Secretary's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be. 7 28. Treasurer. The Treasurer shall have the custody of the corporate --------- funds and securities and shall keep, or cause to be kept, full and accurate accounts, of receipts and disbursements in books belonging to the Corporation and kept for that purpose. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements, and shall render to the President an account of all transactions as Treasurer and of the financial condition of the Corporation. In addition, the Treasurer shall perform all the usual duties incident to the office of Treasurer. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of such office and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation. 29. Assistant Secretaries. The Assistant Secretary, or Secretaries, if --------------------- there be any,, shall such duties and have such powers as from time to time may be assigned to such Assistant Secretary or Assistant Secretaries; by the Board of Directors or the President and, in the absence of the Secretary or in the event of the Secretary's disability or refusal to act shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary. 30. Assistant Treasurers. The Assistant Treasurer or Assistant -------------------- Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to such Assistant Treasurer or, Assistant Treasurers by the Board of Directors or the President, and, in the absence of the Treasurer or in the event of the Treasurer's disability or refusal to act, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of such office and for the restoration to the Corporation, in case of the Assistant Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Assistant Treasurer belonging to the Corporation. 31. Controller. The Controller, if any, shall perform such duties as ---------- shall be assigned to the Controller by the Board of Directors or the President. 32. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to 8 them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers. In case of the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board may delegate, for the time being the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the entire Board of Directors concurs therein. STOCK ----- 33. Form of Certificates. Every holder of stock in the Corporation shall -------------------- be entitled to have a certificate signed, either manually or by facsimile, in the name of the Corporation (i) by the Chairman of the Board of Directors, the President or the Vice President, Chief Financial Officer, and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by a stockholder in the Corporation. Each certificate issued by the Corporation representing shares of Class A Common Stock shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THESE SECURITIES ARE SUBJECT TO CERTAIN LIMITATIONS ON TRANSFER SET FORTH IN THE RESTATED CERTIFICATE OF INCORPORATION OF NATIONAL STEEL CORPORATION. A COPY OF SUCH CERTIFICATE OF INCORPORATION IS ON FILE WITH THE SECRETARY OF NATIONAL STEEL CORPORATION. 34. Signatures. Where a certificate is countersigned by (i) a transfer ---------- agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if said person were such officer, transfer agent or registrar at the date of issue. 35. Lost Certificates. The Board of Directors may direct a new ----------------- certificate to be issued in place of any certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person 9 claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost stolen or destroyed certificate, or said owner's legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. 36. Transfers. Stock of the Corporation shall be transferable in the --------- manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the, person named in the certificate or by said person's attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled. before a new certificate shall be issued. 37. Record Date. In order that the Corporation may determine the ----------- stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Director may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 38. Beneficial Owners. The Corporation shall be entitled to recognize the ----------------- exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. NOTICES ------- 39. Notices. Except as otherwise provided in these By-Laws, whenever ------- written notice is required by law, the Certificate of the corporation, as amended and restated, or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time 10 when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopy, telex or cable. 40. Waiver of Notice. Whenever an, notice is required by law, the ---------------- Certificate of Incorporation, as amended or restated, or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing signed by the person or persons; entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. GENERAL PROVISIONS ------------------ 41. Fiscal Year. The fiscal year shall begin the first day of January in ----------- each year. 42. Dividends. Dividends upon the capital stock of the Corporation, --------- subject to the provisions of the Certificate of Incorporation, as amended and restated, if any, may be declared by the Board of Directors at any regular or special meeting out of funds legally available for the payment thereof, in such amounts as the Board of Directors, in its role discretion may determine. Dividends may be paid in cash, in property (including but not limited to, in the form of a release of liabilities whether or not then due and owing to the- Corporation or otherwise), or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve. 43. Disbursements. All checks or demands for money and notes of the ------------- Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. 44. Corporate Seal. The corporate seal shall have inscribed thereon the -------------- name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 11 INDEMNIFICATION --------------- 45. Power to Indemnify in Actions, Suits or Proceedings other Than Those -------------------------------------------------------------------- by or in the Right of the Corporation. Subject to Section 47, the Corporation - ------------------------------------- shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (including internal investigations) (other than an action by or in the right of the Corporation) by reason of the fact that said person is or was or has agreed to become a director, officer, employee, fiduciary, trustee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employees fiduciary, trustee or agent of another corporation, partnership, joint venture, trust pension plan, employee benefit plan or other enterprise,, or by reason of any action alleged to have been taken or omitted in such capacity, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by said person or on said person's behalf in connection with such action, suit investigation or proceeding, and any appeal therefrom, if said person acted in good faith and in a manner said person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, ---- ---------- shall not, of itself, create a presumption that the person did not act in good faith and in a manner which said person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful. 46. Power to Indemnify in Actions, Suits or Proceedings by or in the ---------------------------------------------------------------- Right of the Corporation. Subject to Section 47, the Corporation shall - ------------------------ indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action suit or investigation (including internal investigations) or proceedings by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that said person is or was or has agreed to become a director, officer, employee, fiduciary, trustee or agent of the Corporation, or is or was or has agreed to serve at the request of the Corporation as a director, officer, employee, fiduciary, trustee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, pension plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against expenses (including attorneys' fees) actually and reasonably incurred by said person in connection with the defense or settlement of such action, suit, investigation or proceeding or any appeal therefrom, if said person acted in good faith and in a manner said person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of 12 any claim, issue or matter as to which said person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, said person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper. 47. Authorization of Indemnification, Any indemnification under Sections -------------------------------- 45 and 46 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary, trustee or agent is proper in the circumstances because said person has met the applicable standard of conduct set forth in Sections 45 or 46, as the case may, be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent however, that a director, officer, employee, fiduciary, trustee or agent of the Corporation has been successful on the merits or otherwise, including without limitation, the dismissal of an action without prejudice, in defense of any action, suit, investigation or proceeding referred to in Sections 45 and 46, or in defense of any claim, issue or matter therein, said person shall be indemnified against all costs, charges and expenses (including attorneys' fees) actually and reasonably incurred by said person or on said persons behalf in connection therewith, without the necessity of authorization in the specific case. 48. Good Faith Defined. For purposes of any determination under Section ------------------ 47, a person shall be deemed to have acted in good faith and in a manner said person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding to have had no reasonable cause to believe such conduct was unlawful, if said person's action is based on the records or books of account of the Corporation or another enterprise, or on information supplied by the officers of the Corporation or another enterprise in the course of such officers' duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term "another enterprise" as used in this Section 48 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which said person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 48 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 45 or 46, as the case may be. 13 49. Indemnification by a Court. Notwithstanding any contrary -------------------------- determination in the specific case under Section 47, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification. to the extent otherwise permissible under Sections 45 and 46. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such officer or director has met the applicable standards of conduct set forth in Sections 45 or 46, as the case may be. Neither a contrary determination in the specific case under Section 47 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 49, shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. 50. Expenses Payable in Advance. Costs, charges and expenses incurred by --------------------------- a person referred to in Sections 45 and 46 in defending or investigating a threatened or pending action, suit, investigation or proceeding shall be paid to the extent provided herein by the Corporation in advance of the final disposition of such action, suit, investigation or proceeding; provided, however, that (i) the payment of such costs, charges and expenses incurred by a director or officer of the Corporation in the capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer) in advance of the final disposition of such action, suit, investigation or proceeding shall be made only upon receipt of a written undertaking (in the form of an unsecured promissory note) by or on behalf of the director or officer to repay all amounts so advanced in the event that it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation as authorized in these By-Laws, and (ii) the payment of such costs, charges and expenses incurred by other employees, fiduciaries, trustees and agents may be so paid in advance upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may, in the manner set forth above, and upon approval of such director, officer, employee, fiduciary, trustee or agent of the Corporation, authorize the Corporation's counsel to represent such person, in any action, suit, investigation or proceeding whether or not the Corporation is a party to such action, suit, investigation or proceeding. 51. Payment of Indemnification Amounts. Any indemnification under ---------------------------------- Sections 45, 46, and 47, or advance of costs, charges and. expenses provided for or authorized under Section 50 of these By-Laws, shall be made promptly, and in any event within sixty (60) days, upon the written request of the director, officer, employee, fiduciary, trustee or agent. The right to indemnification or advances to the extent provided by these By-Laws shall be enforceable by the director, officer, employee, fiduciary, trustee or agent in any 14 court of competent jurisdiction, if the Corporation denies such request, in whole or in part or if no disposition thereof is made within sixty (60) days. Said person's costs and expenses incurred in connection with successfully establishing said person's right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 50 where the required undertaking if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Sections 45 or 46, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in Sections 45 and 46 of these By-Laws, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct 52. Nonexclusivity of Indemnification and Advancement of Expenses. The ------------------------------------------------------------- rights to indemnification by these By-Laws shall be construed so as to mandate indemnification to the fullest extent permitted by applicable law (including without limitation, Section 145 of the Delaware General Corporation Law, as amended) and shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under the Certificate of Incorporation, as amended or restated, any law (common or statutory), agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding office or while employed by or acting as an agent for the Corporation, and shall continue as to a person who has ceased to be a director, officer, employee, fiduciary, trustee or agent, and shall inure to the benefit of the estate, heirs, executors and administrators of such person. All rights to indemnification and advances under these By-Laws shall be deemed to be a contract between the Corporation and each director, officer, employee, fiduciary, trustee or agent of the Corporation who serves or served in such capacity at any time while these indemnification provisions of the By-Laws are in effect. Any repeal or modification of these indemnification provisions of the By-Laws or any repeal or modification of relevant provisions of the Delaware General Corporation law or any other applicable laws shall not, to the extent permitted by applicable law, in any way diminish any rights to indemnification and/or advances of such director, officer, employee, fiduciary, trustee or agent or the obligations of the Corporation arising hereunder for said person's conduct prior to such appeal or modification. 15 53. Insurance. The Corporation may purchase and maintain insurance on --------- behalf of any person who is or was or has agreed to become a director, officer, employee, fiduciary, trustee or agent of the Corporation, or is or was serving at the guest of the Corporation, as a director, officer, employee,, fiduciary, trustee or agent of another corporation, joint ventures trust, pension plan, employee benefit or other similar plan or other enterprise against any liability asserted against said person and incurred by said person or on said person's behalf in any such capacity, or arising out of said person's status as such, whether or not the Corporation would have the power or the obligation to indemnify said person against such liability under the provisions of these By- Laws. 54. Validity. If these indemnification provisions of the By-Laws or any -------- portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and provide advances to each director, officer, employee, fiduciary, trustee and agent of the Corporation as to costs, charges and expenses (including attorneys' fees), judgments, fines, penalties, excise taxes and amounts paid in settlement with respect to any action, suit, investigation or proceeding whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of these By-Laws that shall not have been invalidated and to the full extent permitted by applicable law. 55. Limitations on Indemnification. Notwithstanding any other provision ------------------------------ of these By-Laws, the Corporation shall not be required to indemnify any person for any costs, charges, expenses (including attorneys' fees), judgments, fines, penalties, excise taxes and amounts paid in settlement incurred in any action, suit, investigation or proceeding (which shall not be deemed to include counterclaims or affirmative defenses) initiated by or participated in as an interferon or amicus curiae by the person seeking indemnification unless the initiation of or participation in such action, suit, investigation or proceeding is authorized, either before or after its commencement, by the Board of Directors. This Section 55 does not apply to reimbursement of expenses incurred in successfully prosecuting or defending the right to indemnification granted by or pursuant to these By-Laws. 56. Certain Definitions. For purposes of these Sections 46 through 56, ------------------- references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as it director, officer, employee or agent of another corporation, partnership, joint venture, 16 trust,. employee benefit plan or other enterprise, shall stand in the same position under the provisions of these Sections 56 through 56 with respect to the resulting or surviving corporation as said person would have with respect to such constituent Corporation if its separate existence had continued. For purposes of these Sections 46 through 56, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner said person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of the Corporation" as referred to in these Sections 46 through 56. AMENDMENTS ---------- 57. Amendment. These By-Laws may be altered, amended or repealed, in --------- whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alternation, amended, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of a majority of the voting power of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors. The stockholders may adopt a By-Law or By-Laws by the vote of the holders of a majority of the voting power of the outstanding capital stock entitled to vote thereon at any such annual or special meeting, and any By-Law so adopted may contain the provision that it is not subject to amendment or repeal by the Board of Directors. 58. Entire Board of Directors. As used in these By-Laws generally, the ------------------------- term "entire Board of Directors" means the total number of directors which the Corporation would have if there were no vacancies. 17 EX-10.(A) 3 dex10a.txt EMPLOYMENT AGREEMENT Exhibit 10(A) EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is dated and effective as of the 4th day of March, 2001 ("Effective Date"), and is by and between National Steel Corporation, a Delaware corporation (the "Company"), and Hisashi Tanaka ("Executive"). In consideration of the mutual covenants contained herein, and other good and valuable consideration (including the Termination Benefits and the Special Termination Benefits) the receipt and adequacy of which the Company and Executive each hereby acknowledges, the Company and Executive hereby agree as follows: 1. Employment and Term ------------------- The Company hereby agrees to employ Executive as the Chief Executive Officer of the Company and Executive hereby agrees to accept such employment and serve in such capacity on a full-time basis during the Term and upon the terms and conditions set forth in this Employment Agreement (this "Agreement"). Executive shall report solely to the Company's Board of Directors, and will have such responsibilities, duties and authorities as are customary for such positions in a publicly held company of the size, type and nature of the Company as they may exist from time to time. The term of employment of Executive under this Agreement shall be the period commencing on the Effective Date and terminating on February 29, 2004 (the "Term"). The respective rights and obligations of the parties hereunder shall survive any termination of employment to the extent necessary to achieve the intended preservation of rights and obligations. 2. Salary and Annual Incentive Compensation. ----------------------------------------- Executive's annual base salary as in effect on the Effective Date shall be the Executive's annual base salary hereunder as of the Effective Date, payable in consecutive equal monthly installments. The term "base salary" as utilized in this Agreement shall refer to the then current base salary as adjusted from time to time. Executive's annual base salary shall be reviewed periodically in accordance with the Company's compensation policies and practices for senior executives, and may be increased from time to time in accordance with such policies and practices, but shall not be decreased. Executive shall also be eligible to receive annual incentive compensation pursuant to the Company's Management Incentive Compensation Program or any successor plan (the "MICP") during the Term and as determined in accordance with the terms and conditions of the MICP. Executive's MICP target annual incentive compensation for 2001 shall be 50% of base salary, multiplied by a fraction, the numerator of which shall be the number of days employed by the Company in 2001, and the denominator of which shall be 365. The Company will maintain in effect, for each year during the Term, the MICP or an equivalent plan under which Executive will be eligible for an award not less than the prior year opportunity level available to Executive. Any such annual incentive compensation payable to Executive shall be -1- paid in accordance with the Company's usual practices with respect to payment of incentive compensation of senior executives. 3. Benefit and Compensation Plans. ------------------------------- (a) Executive shall be entitled during the Term to participate in all executive compensation plans, and other employee and executive benefits, practices, policies and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time ("Benefit Plans"). (b) During the Term, the Company will provide Executive with coverage by Company-paid group or individual life insurance or a combination thereof, all in accordance with the plans, policies, programs and arrangements as presently in effect or as they may be modified or added to by the Company from time to time. (c) During the Term, Executive will participate in the Company's Executive Deferred Compensation Plan, and any supplemental retirement plans, benefits, practices, programs, or policies of the Company, as in effect on the Effective Date or as they may be modified or added to by the Company from time to time ("Compensation Plans"). 4. Non-Compete Agreement. ---------------------- Executive hereby agrees that if Executive terminates his employment with the Company without Good Reason, then for a period of two (2) years after the Date of Termination, but in any event only as long as the Company satisfies its obligations under this Agreement (the "Restricted Period"), Executive will not engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director) in any "Competitive Business" in the continental United States (the "Territory"). The term "Competitive Business" means the making, producing, manufacturing or finishing of steel products which products are in direct competition with steel products that are made, produced, manufactured or finished by the Company on the Date of Termination. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over- the-counter market shall not be deemed inconsistent with this Section 4. If any court of competent jurisdiction shall deem any obligation of this Section 4 too lengthy or the Territory too extensive, the other provisions of this Section shall nevertheless stand, the Restricted Period shall be deemed to be the longest period such court deems not to be too lengthy and the Territory shall be deemed to comprise the portion of the United States east of the Mississippi River (or such other portion of the United States that such court deems not to be too extensive). 5. Non-Inducement. --------------- -2- Executive hereby agrees that for a period commencing with the Date of Termination and ending on the second anniversary of the Date of Termination, Executive shall not induce, or attempt to influence, any employee of the Company who reports either directly to the Company's Chief Executive Officer or President and Chief Operating Officer or to another employee who reports directly to the Company's Chief Executive Officer or President and Chief Operating Officer to terminate his employment with the Company. 6. Non-Disclosure. --------------- For a period commencing on the Date of Termination and ending on the fifth anniversary of the Date of Termination, Executive shall keep secret and retain in strictest confidence, and shall not furnish, make available or disclose to any third party or use for the benefit of himself or any third party, any Confidential Information. As used in this Section, "Confidential Information" shall mean any information relating to the business or affairs of the Company, including but not limited to information relating to financial statements, customer identities, customer needs, potential customers, employees, suppliers, servicing methods, equipment, programs, strategies and information, analyses, profit margins or other proprietary information used by the Company in connection with its business; provided, however, that Confidential Information -------- ------- shall not include any information which is in the public domain or becomes known in the industry through no wrongful act on the part of Executive. Executive acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to the Company. 7. No Unfavorable Publicity. ------------------------- Subsequent to Executive's Date of Termination, Executive agrees not to make statements or communications and not to issue any written communications or release any other written materials which would likely be materially damaging to the Company's reputation or standing, whether in the investor or financial community, the steel industry or otherwise. 8. Cooperation With the Company. ----------------------------- Executive agrees to cooperate with the Company for a reasonable period of time after the Term of this Agreement by making himself available to testify on behalf of the Company, in any action, suit, or proceeding. In addition, for a reasonable period of time, Executive agrees to be available at reasonable times to meet and consult with the Company on matters reasonably within the scope of his prior duties with the Company so as to facilitate a transition to his successor. The Company agrees to reimburse Executive, on an after-tax basis, for all expenses actually incurred in connection with his provision of testimony or consulting assistance. 9. Release of Employment Claims. ----------------------------- Executive and the Company agree that in the event Executive receives Special Termination Benefits (as defined in Section 11(e)), he and the Company will execute a mutual -3- release agreement releasing any and all claims which either of them have or may have against the other arising out of Executive's employment (other than enforcement of this Agreement). The Executive agrees that in the event the Executive's employment with the Company terminates or is terminated, the Executive's sole and exclusive remedy shall be, and the Company's liability shall be limited to, damages equal to the payments and benefits to be provided by the Company hereunder and to payment or reimbursement of Executive's costs and expenses in accordance with Section 12(b). 10. Remedies. --------- Executive acknowledges and agrees that the covenants set forth in Sections 4 through 8 are reasonable and necessary for the protection of the Company's business interests, that irreparable injury will result to the Company if Executive breaches any of the terms of such covenants, and that in the event of Executive's actual or threatened breach of any such covenants, the Company will have no adequate remedy at law. Executive accordingly agrees that in the event of any actual or threatened breach by him of any of such covenants, the Company shall be entitled to immediate temporary injunctive and other equitable relief, without the necessity of showing actual monetary damages, subject to hearing as soon thereafter as possible. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages which it is able to prove. 11. Termination of Employment. -------------------------- (a) Termination Due to Death or Disability. Upon an Executive's Date of -------------------------------------- Termination during the Term due to death or Disability, the Company will pay Executive (or his beneficiaries, dependents or estate), and Executive (or his beneficiaries, dependents or estate) will be entitled to receive, the Termination Benefits (as defined in Section 11(d)). (b) Termination by the Company for Cause and Termination by Executive ----------------------------------------------------------------- without Good Reason. Upon Executive's Date of Termination during the Term by the - ------------------- Company for Cause or by Executive without Good Reason the Company shall pay Executive (or his beneficiaries, dependents or estate), and Executive (or his beneficiaries, dependents or estate) shall be entitled to receive, the Termination Benefits (as defined in Section 11(d)), except that no amount shall be paid and no right accrued in respect of Executive under Section 11(d) (i) (B). (c) Termination by the Company Without Cause and Termination by Executive --------------------------------------------------------------------- for Good Reason. Upon Executive's Date of Termination during the Term by the - --------------- Company without Cause or by Executive for Good Reason the Company shall pay Executive (or his beneficiaries, dependents or estate), and Executive (or his beneficiaries, dependents or estate) shall be entitled to receive, the Termination Benefits (as defined in Section 11(d)) and the Special Termination Benefits (as defined in Section 11(e)). -4- (d) Termination Following Expiration of the Term. Upon termination of -------------------------------------------- employment following expiration of the Term, whether by the Executive with or without Good Reason, or by the Company, without Cause, the Company shall pay Executive (or his beneficiaries, dependents, or estate), and Executive (or his beneficiaries, dependents, or estate) shall be entitled to receive, the Termination Benefits (as defined in Section 11(d)) and the Special Termination Benefits (as defined in Section 11(e)). (e) "Termination Benefits". "Termination Benefits" means the aggregate of -------------------- all of the following: (i) a single sum cash payment by the Company to Executive within thirty (30) days after the Date of Termination of (A) Executive's then current annual base salary pro rata through the Date of Termination to the extent not theretofore paid; (B) the product of (y) the greater of (aa) the average annual incentive compensation paid to Executive in the three fiscal years immediately preceding the fiscal year of the Date of Termination (or all fiscal years Executive was employed if less than three, and annualized in the event Executive was not employed by the Company for the whole of any such fiscal year), and (bb) Executive's target incentive compensation percentage payable under the MICP multiplied by Executive's then current base salary and (z) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (C) any accrued vacation pay to the extent not theretofore paid. (ii) All vested amounts owing or accrued at the Date of Termination under any compensation and benefit plans, programs, and arrangements set forth or referred to in this Agreement, including, but not limited to, Sections 2 and 3 hereof; and if the Date of Termination is due to death, Executive's estate or other beneficiaries shall receive the death benefits described in Section 3(b). (iii) Reasonable business expenses and disbursements incurred by Executive prior to such Date of Termination will be fully reimbursed within ten (10) days after the Date of Termination. (f) "Special Termination Benefits". "Special Termination Benefits" means ---------------------------- the aggregate of all of the following: (i) The Company shall pay to Executive, in a single sum in cash within thirty (30) days after the Date of Termination, an amount equal to fifty percent of Executive's annual base salary (immediately preceding the Date of Termination). (ii) For two years after Executive's Date of Termination, if Executive is less than age 69 on his Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, arrangement, practice or policy, the Company shall continue -5- benefits to Executive and/or Executive's dependents at least equal to those which would have been provided to them in accordance with the Benefits Plans or this Agreement if Executive's employment had not been terminated or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and their dependents; provided, -------- however, that notwithstanding anything in this Agreement to the contrary, if - ------- Executive is eligible to receive health benefits or other benefits under an NKK Corporation sponsored plan or arrangement, or any Japanese government plan or arrangement, or under any other plan or arrangement, the health benefits and other benefits described herein shall be secondary to those provided under such other plan or arrangement during such applicable period of eligibility; and provided, further, that if Executive shall later become ineligible for health benefits or other benefits under such other plans and arrangements, the health benefits or other benefits provided by the Company shall be primary. If Executive is age 69 or older on his Date of Termination, the period of "two years" in the first line of this Section 11(e) (ii) shall be reduced to the period set forth below: Age Period --- ------ 69 One Year 70 or older Zero (iii) Stock options held by Executive as of the date of this Agreement were granted pursuant to the 1993 National Steel Corporation Non- Employee Directors' Stock Option Plan and shall continue to be governed by the terms and conditions of said Non-Employee Directors' Stock Option Plan. Stock options granted to Executive after the date of this Agreement shall be issued pursuant to the 1993 National Steel Corporation Long Term Incentive Plan and shall continue to vest as if Executive had remained an employee of the Company and shall remain fully exercisable for the lesser of (a) the entire period that would have been available for exercise had Executive continued in the employ of the Company through the original option term or (b) five years; such stock options shall otherwise be governed by the terms and conditions of said Long Term Incentive Plan (and the agreements and other documents thereunder) pursuant to which such stock options were granted. 12. Governing Law; Disputes; Arbitration. ------------------------------------- (a) Governing Law. This Agreement is governed by and is to be construed, ------------- administered, and enforced in accordance with the laws of the State of Indiana, without regard to Indiana conflicts of law principles, except insofar as the Delaware General Corporation Law and federal laws and regulations may be applicable. If under the governing law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, ordinance, or other principle of law, such portion shall be deemed to be modified or altered to the -6- extent necessary to conform thereto or, if that is not possible, to be omitted from this Agreement. The invalidity of any such portion shall not affect the force, effect, and validity of the remaining portion hereof. (b) Reimbursement of Expenses in Enforcing Rights. All costs and expenses --------------------------------------------- (including, without limitation, fees and disbursements of actuaries, accountants and counsel) incurred by Executive in seeking in good faith to enforce rights pursuant to this Agreement shall be paid on behalf of or reimbursed to Executive promptly by the Company, whether or not Executive is successful in asserting such rights. If there shall be any dispute between the Company and Executive, the Company shall pay or provide, as applicable, all undisputed amounts or benefits as are then payable to Executive or Executive's beneficiaries or dependents pursuant to this Agreement. Any amounts that have become payable pursuant to the terms of this Agreement or any decision by arbitrators or judgment by a court of law, but which are not timely paid shall bear interest, payable by the Company, at the lower of (A) the highest lawful rate or (B) the prime rate in effect at the time such payment first becomes payable, as quoted by The Wall Street Journal. ----------------------- (c) Arbitration. Any dispute or controversy arising under or in connection ----------- with this Agreement shall be settled exclusively by arbitration in Chicago, Illinois, in accordance with the rules of the American Arbitration Association in effect at the time of submission to arbitration, by three (3) arbitrators, one of which shall be chosen by the Company, one of which shall be chosen by Executive, and one of which shall be chosen by the arbitrators chosen by Company and Executive. Judgment may be entered on the arbitrators' award in any court having jurisdiction. For purposes of entering any judgment upon an award rendered by the arbitrators, the Company and Executive hereby consent to the jurisdiction of any or all of the following courts: (i) the United States District Court for the Northern District of Indiana; (ii) any of the courts of the State of Indiana, or (iii) any other court having jurisdiction. The Company and Executive further agree that any service of process or notice requirements in any such proceeding shall be satisfied if the rules of such court relating thereto have been substantially satisfied. The Company and Executive hereby waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to such jurisdiction and any defense of inconvenient forum. The Company and Executive hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Company shall bear all costs and expenses arising in connection with any arbitration proceeding. Notwithstanding any provision in this Section 12(c), Executive shall be entitled to seek specific performance of Executive's right to be paid during the pendency of any dispute or controversy arising under or in connection with this Agreement. -7- 13. Definitions. ------------ Certain terms in this Agreement are defined the first time they appear; other terms which are capitalized are not defined the first time they appear, but unless the context indicates otherwise, have the meanings set forth below: (a) "Cause". For purposes of this Agreement, "Cause" shall mean ----- Executive's gross misconduct (as defined herein) or willful and material breach of this Agreement. For purposes of this definition, "gross misconduct" shall mean (A) a felony conviction or a plea of nolo contendere to a felony charge in ---- ---------- a court of law under applicable federal or state laws which results in material damage to the Company, or (B) willfully engaging in one or more acts which is demonstrably and materially damaging to the Company. Notwithstanding the foregoing, Executive may not be terminated for Cause unless and until there shall have been delivered to him, within six months after the Board (A) had knowledge of conduct or an event allegedly constituting Cause and (B) had reason to believe that such conduct or event could be grounds for Cause, a copy of a resolution duly adopted by a majority affirmative vote of the entire membership of the Company's Board of Directors (excluding Executive if a member of Company's Board of Directors), at a meeting of the Board called and held for such purpose (after giving Executive reasonable notice specifying the nature of the grounds for such termination and not less than 30 days to correct the acts or omissions complained of, if correctable, and affording Executive the opportunity, together with his counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive was guilty of conduct set forth above in this Section 13 (a). (b) "Date of Termination". "Date of Termination" means (i) if Executive's ------------------- employment is terminated by the Company for Cause or by Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; (ii) if Executive's employment is terminated by the Company without Cause, the Date of Termination shall be the date on which the Company notifies Executive of such Date of Termination, and (iii) if Executive's employment is terminated by reason of death or Disability, or is terminated by Executive without Good Reason, the Date of Termination shall be the date of death of Executive, the Disability Effective Date, or the date Executive notifies the Company that Executive's employment will terminate, as the case may be. If the Company determines in good faith that the Disability of Executive has occurred during the Term of the Agreement (pursuant to the definition of Disability set forth in Section 13 (c)), it may give to Executive written notice in accordance with Section 13(e) of this Agreement of its intention to terminate Executive's employment. In such event, Executive's Date of Termination is effective on the date that is six months after receipt of such notice by Executive (the "Disability Effective Date"), provided that, within such six month period, Executive shall not have returned to full-time performance of Executive's duties. Any termination by the Company for Cause, or by Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 13 (e) of this Agreement. -8- (c) "Disability". "Disability" means the failure of Executive to render ---------- and perform the services required of him under this Agreement, for a total of 180 days or more during any consecutive 12 month period, because of any physical or mental incapacity or disability as determined by a physician or physicians selected by the Company and reasonably acceptable to Executive, unless, within six (6) months after Executive has received written notice from the Company of a proposed Date of Termination due to such absence, Executive shall have returned to the full performance of his duties hereunder and shall have presented to the Company a written certificate of Executive's good health prepared by a physician selected by Executive and reasonably acceptable to the Company. (d) "Good Reason". For purposes of this Agreement, "Good Reason" shall ----------- mean the occurrence of any of the following events set forth in paragraphs (i) through (vii) below, without Executive's prior written consent. (i) the diminution of Executive's status, titles, positions, duties, offices, authorities, responsibilities, assignments or reporting relationships, or removal from Executive of any status, titles, positions, duties, offices, authorities, responsibilities, assignments or reporting relationships, which is inconsistent in any respect with Executive's status, titles, positions, duties, offices, authorities, responsibilities, assignments or reporting relationships, as contemplated by Section 1 of this Agreement, excluding for this purpose (a) any removal of the title "Chairman of the Board," the removal of Executive from the Board, or any failure to elect or re-elect, or nominate Executive to the Board, (b) any search for a new Chief Executive Officer or other transition or succession planning for a new Chief Executive Officer, (c) any announcement of an appointment of a new Chief Executive Officer, with an effective date after the Term hereof, or (d) an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive; (ii) any reduction in Executive's then current base salary or in Executive's then current target incentive compensation opportunity under the MICP; (iii) any failure by the Company to comply with any of the provisions of this Agreement, including but not limited to Sections 2 and 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive; (iv) any failure by the Company to perform any obligation under, or breach by the Company of any provision of, this Agreement; (v) any purported termination by the Company of Executive's employment otherwise than as expressly permitted by this Agreement; (vi) any failure by the Company to comply with and satisfy Section 14(c) of this Agreement; or -9- (vii) voluntary termination of employment by Executive with the prior approval of a simple majority of the Board. (e) "Notice of Termination". "Notice of Termination" means a written --------------------- notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the Date of Termination. The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, respectively, hereunder or preclude Executive or the Company, respectively, from asserting such fact or circumstance in enforcing Executive's or the Company's rights hereunder. (f) "Board" or "Board of Directors". "Board" or "Board of Directors" means ----------------------------- the full board of directors of the Company as it may be constituted in accordance with applicable law from time to time, and any committee of the board shall not be deemed to be the Board or Board of Directors for purposes of this Agreement. 14. Miscellaneous. -------------- (a) Integration. This Agreement modifies and supersedes any and all prior ----------- employment agreements. This Agreement constitutes the entire agreement among the parties with respect to the matters herein provided, and no modification or waiver of any provision hereof shall be effective unless in writing and signed by the parties hereto. (b) Nonexclusivity of Rights. Nothing in this Agreement shall prevent or ------------------------ limit Executive's continuing or future participation in any plan, program, policy or practice provided by the Company during the Term of this Agreement and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any contract or agreement with the Company. Amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. In the event of any conflict between the terms and provisions of this Agreement and any of the Company's plans, policies, practices, programs, contracts or agreements, the terms and provisions of whichever is more favorable to the Executive shall prevail. (c) Non-Transferability. Neither this Agreement nor the rights or ------------------- obligations hereunder of the parties hereto shall be transferable or assignable by Executive, except in accordance with the laws of descent and distribution or as specified in Section 14(d). The Company may, but only with the consent of Executive, assign this Agreement and the Company's rights and obligations hereunder, and the Company shall, as a condition of the -10- succession, require such Successor to assume (jointly and severally with the Company) the Company's obligations and be bound by this Agreement. Any such assignment shall not release the Company of any of its obligations under this Agreement. For purposes of this Agreement, "Successor" shall mean any person that succeeds to, or has the practical ability to control (either immediately or with the passage of time), the Company's business directly, by merger or consolidation, or indirectly, by purchase of the Company's voting securities or all or substantially all of its assets, or otherwise. (d) Beneficiaries. Executive shall be entitled to designate (and change, ------------- to the extent permitted under applicable law) a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following Executive's death. If Executive should die while any amount would still be payable to him hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no such designee, to his estate. (e) Notices. Whenever under this Agreement it becomes necessary to give ------- notice, such notice shall be in writing, signed by the party or parties giving or making the same, and shall be served on the person or persons for whom it is intended or who should be advised or notified, by overnight courier service or by certified or registered mail, return receipt requested, postage prepaid and addressed to such party at the address set forth below or at such other address as may be designated by such party by like notice: If to the Company: General Counsel National Steel Corporation 4100 Edison Lakes Parkway Mishawaka, Indiana 46545-3440 If to the Executive at his then current address reflected in the Company's records. If the parties by mutual agreement supply each other with telecopier numbers for the purposes of providing notice by facsimile, such notice shall also be proper notice under this Agreement when sent. In the case of overnight courier service, such notice or advice shall be effective when sent, and, in the cases of certified or registered mail, shall be effective 2 days after deposit into the mails by delivery to the U.S. Post Office. (f) Severability. Whenever possible, each provision of this Agreement ------------ shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. -11- (g) No General Waivers. The failure of any party at any time to require ------------------ performance by any other party of any provision hereof or to resort to any remedy provided herein or at law or in equity shall in no way affect the right of such party to require such performance or to resort to such remedy at any time thereafter, nor shall the waiver by any party of a breach of any of the provisions hereof be deemed to be a waiver of any subsequent breach of such provisions. No such waiver shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. (h) No Obligation To Mitigate. Executive shall not be required to seek ------------------------- other employment or otherwise to mitigate Executive's damages on or after Executive's Date of Termination, and the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation or benefits earned by Executive as the result of employment by another employer or by retirement benefits; provided, however, that, the health benefits or other -------- ------- benefits that Executive is entitled to receive after the Date of Termination may be reduced in accordance with the terms of Section 11 (e) (ii). (i) Offsets; Withholding. The amounts required to be paid by the Company -------------------- to Executive pursuant to this Agreement shall not be subject to offset. The foregoing and other provisions of this Agreement notwithstanding, all payments to be made to Executive under this Agreement, including under Section 11, or otherwise by the Company, will be subject to required withholding taxes and other required deductions. (j) Successors and Assigns. This Agreement shall be binding upon and ---------------------- shall inure to the benefit of Executive, his heirs, executors, administrators and beneficiaries, and shall be binding upon and inure to the benefit of the Company and its permitted successors and assigns as provided in Section 14(c). This Agreement is a personal contract and the rights and interests of Executive hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him, except as otherwise expressly permitted by the provisions of this Agreement. This Agreement shall inure to the benefit of and be enforceable by Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. (k) Actuarially Equivalent Value Calculation. For the purpose of ---------------------------------------- determining an actuarially equivalent value under the terms of this Agreement, the interest rate specified in Section 417(e) (3) of the Internal Revenue Code of 1986, or any successor section thereto, as of the date of such determination, and the 1994 Group Annuitants Mortality Table, shall be used and for purposes of determining present value under the terms of this Agreement, the interest rate specified immediately above shall be used. All calculations shall be made at the expense of the Company, by the independent auditors of the Company. As soon as practicable after the need for such calculation arises, the Company shall provide to its auditors all information needed to perform such calculations. -12- IN WITNESS WHEREOF, Executive has hereunto set his hand and the Company has caused this instrument to be duly executed as of the day and year first above written. NATIONAL STEEL CORPORATION By:________________________________ Name: Title: ___________________________________ Hisashi Tanaka -13- EX-15.(A) 4 dex15a.txt INDEPENDENT ACCOUNTANT'S REVIEW REPORT Exhibit 15-A Independent Accountants' Review Report Board of Directors National Steel Corporation We have reviewed the accompanying consolidated balance sheet of National Steel Corporation and subsidiaries (the Company) as of March 31, 2001, and the related consolidated statements of income, cash flows and changes in stockholders' equity for the three-month periods ended March 31, 2001 and 2000. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States. As discussed in Note 2 to the consolidated financial statements, effective January 1, 2001, the Company changed its method of accounting for investment gains and losses on pension assets for calculation of net periodic pension cost. Previously, the Company's actuary used a method that recognized all realized gains and losses immediately and deferred and amortized all unrealized gains and losses over five years. Under the new accounting method, the market value of plan assets will reflect gains and losses at the actuarial expected rate of return. In addition, the difference between actual gains and losses and the amount recognized based on the expected rate of return will be amortized in the market value of plan assets over three years. We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of National Steel Corporation and subsidiaries as of December 31, 2000, and the related consolidated statements of income, cash flows and stockholders' equity for the year then ended (not presented here), and in our report dated January 24, 2001 (except for Notes 5 and 10, as to which the date is February 28, 2001), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2000, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Ernst & Young LLP Indianapolis, Indiana May 14, 2001 EX-15.(B) 5 dex15b.txt ACKNOWLEDGEMENT LETTER ON UNAUDITED INTERIM Exhibit 15-B Board of Directors National Steel Corporation We are aware of 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. 33-51087, pertaining to the National Steel Retirement Savings Plan and National Steel Represented Employee Retirement Savings Plan, of our report dated May 14, 2001 relating to the unaudited interim consolidated financial statements of National Steel Corporation and subsidiaries that are included in its Form 10-Q for the quarter ended March 31, 2001. Ernst & Young LLP Indianapolis, Indiana May 14, 2001 EX-18 6 dex18.txt LETTER REGARDING CHANGE IN ACCOUNTING METHOD Exhibit 18 May 14, 2001 The Board of Directors National Steel Corporation Note 2 of notes to the consolidated financial statements of National Steel Corporation included in its Form 10-Q for the quarter ended March 31, 2001 describes a change in the method of accounting for investment gains and losses on pension assets for calculation of net periodic pension cost. Previously, the Company's actuary used a method that recognized all realized gains and losses immediately and deferred and amortized all unrealized gains and losses over five years. Under the new accounting method, the market value of plan assets will reflect gains and losses at the actuarial expected rate of return. In addition, the difference between actual gains and losses and the amount recognized based on the expected rate of return will be amortized in the market value of plan assets over three years. There are no authoritative criteria for determining a "preferable" method of accounting for investment gains and losses based on the particular circumstances; however, we conclude that such change in the method of accounting is to an acceptable alternative method which, based on your business judgment to make this change and for the stated reasons, is preferable in your circumstances. We have not conducted an audit in accordance with auditing standards generally accepted in the United States of any financial statements of the Company as of any date or for any period subsequent to December 31, 2000, and therefore we do not express any opinion on any financial statements of National Steel Corporation subsequent to that date. 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-----END PRIVACY-ENHANCED MESSAGE-----