-----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, Izg7Lsh/DlrXLt/XL5BJVQ39dlV9lwO78R1t+NnBMWZJREF3FV5ICut8VF3SWjs3 y5hX+qaCkjM0LD9+CqCesw== 0000950131-03-000876.txt : 20030225 0000950131-03-000876.hdr.sgml : 20030225 20030225133111 ACCESSION NUMBER: 0000950131-03-000876 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030225 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030225 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00983 FILM NUMBER: 03578834 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 8-K 1 d8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8 - K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2003 NATIONAL STEEL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-983 25-0687210 (Commission File Number) (IRS Employer Identification No.) 4100 Edison Lakes Parkway, Mishawaka, IN 46545-3440 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 574-273-7000 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 Combined Monthly Operating Report for the month ended January 31, 2003. ITEM 9. REGULATION FD DISCLOSURE As previously disclosed, on March 6, 2002 National Steel Corporation (the "Company") and forty-one of its domestic subsidiaries (collectively "the Debtors") filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the "Court"). Certain majority owned subsidiaries of the Company have been excluded from the Chapter 11 filings. The case was assigned to the Hon. John H. Squires and is being jointly administered under case number 02-08699. The Debtors remain in possession of their assets and properties, and continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On February 25, 2003, the Debtors filed with the Court their required combined monthly operating report for the month ended January 31, 2003 (the "Operating Report") in a form prescribed by the office of the United States Trustee of the Department of Justice for the Northern District of Illinois, Eastern Division. Exhibit 99.1 to this Current Report on Form 8-K contains the text of the Operating Report. The Company cautions readers not to place undue reliance upon the information contained in the Operating Report. The information in the Operating Report was not audited, however, in the opinion of the Company's management, the information reflects all adjustments necessary for a fair presentation of the results for the periods presented in accordance with generally accepted accounting principles. There can be no assurance that the Operating Report is complete. The Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company's reports pursuant to the Exchange Act of 1934, as amended (the "Exchange Act"). Such information may not be indicative of the Company's financial statements in its reports pursuant to the Exchange Act and readers are cautioned to refer to the Exchange Act filings. SIGNATURE 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 hereunto duly authorized. NATIONAL STEEL CORPORATION Date: February 25, 2003 By: /s/ Kirk A. Sobecki ------------------------------------------------- Kirk A. Sobecki Senior Vice President and Chief Financial Officer EX-99.1 3 dex991.txt COMBINED MONTHLY OPERATING REPORT FOR THE MONTH ENDED JANUARY 31, 2003. Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION CASE NAME: NATIONAL STEEL CORPORATION, ET AL. CASE NO: 02-08697 THROUGH 02-08738 DECLARATION UNDER PENALTY OF PERJURY I, Kirk A. Sobecki, acting as the duly authorized agent for the Debtor in Possession declare under penalty of perjury under the laws of the United States that I have read and I certify that the figures, statements, disbursement itemizations, and account balances as listed in this Monthly Report of the Debtor are true and correct as of the date of this report to the best of my knowledge, information and belief. /s/ Kirk A. Sobecki ------------------------------------------------ For the Debtor In Possession Kirk A. Sobecki Senior Vice President and Chief Financial Officer DATED: February 24, 2003 3 Exhibit 99.1 U.S. TRUSTEE MONTHLY OPERATING REPORT January 1, 2003 to January 31, 2003 I. National Steel Corporation Unaudited Combined Financial Statements A. Combined Statement of Operations for month ended January 31, 2003 B. Combined Balance Sheet as of January 31, 2003 C. Combined Statement of Cash Flows for the month ended January 31, 2003 D. Notes to the Unaudited Combined Financial Statements II. Schedule of Disbursements 4 Exhibit 99.1 NATIONAL STEEL CORPORATION AND SUBSIDIARIES CASE NOS: 02-08697 THROUGH 02-08738 DEBTOR-IN-POSSESSION AS OF MARCH 6, 2002 COMBINED STATEMENT OF OPERATIONS (In Millions of Dollars) (Unaudited) Month Ended January 31, 2003 ----------- Net Sales $ 223.0 Cost of products sold 221.5 Selling, general and administrative expense 10.6 Depreciation 12.8 Equity income of affiliates (0.2) ----------- Loss from Operations before Reorganization Items (21.7) Reorganization items 3.7 Financing costs 1.2 ----------- Loss before Income Taxes (26.6) Income tax expense -- ----------- Net Loss $ (26.6) ============ See notes to the combined financial statements 5 Exhibit 99.1 NATIONAL STEEL CORPORATION AND SUBSIDIARIES CASE NOS: 02-08697 THROUGH 02-08738 DEBTOR-IN-POSSESSION AS OF MARCH 6, 2002 COMBINED BALANCE SHEET (In Millions of Dollars) (Unaudited) January 31, 2003 ------------- ASSETS Current assets Cash and cash equivalents $ 4.9 Receivables--net 238.8 Inventories--net 407.0 Deferred tax assets 4.7 Other 41.1 ------------- Total current assets 696.5 Investments in affiliated companies 14.1 Property, plant and equipment, net 1,240.3 Deferred tax assets 43.3 Intangible pension asset 108.8 Other assets 108.3 ------------- $ 2,211.3 ============= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 125.8 Salaries, wages, benefits and related taxes 87.0 Property taxes 26.5 Other accrued liabilities 59.0 ------------- Total current liabilities 298.3 Debtor-in-possession financing 155.7 Other long-term liabilities (1.2) Liabilities subject to compromise 2,657.3 Stockholders' deficit Common Stock - par value $.01: Class A - authorized 30,000,000 shares, issued and outstanding 22,100,000 0.2 Class B - authorized 65,000,000 shares; issued 21,188,240; outstanding 19,188,240 0.2 Additional paid-in-capital 491.8 Retained deficit (550.7) Treasury stock, at cost: 2,000,000 shares (16.3) Accumulated other comprehensive loss: Unrealized loss on derivative instruments -- Minimum pension liability (824.0) ------------- Total stockholders' deficit (898.8) ------------- $ 2,211.3 ============= See notes to the combined financial statements 6 Exhibit 99.1 NATIONAL STEEL CORPORATION AND SUBSIDIARIES CASE NOS: 02-08697 THROUGH 02-08738 DEBTOR-IN-POSSESSION AS OF MARCH 6, 2002 COMBINED STATEMENT OF CASH FLOWS (In Millions of Dollars) (Unaudited) Month Ended January 31, 2003 ----------- Cash Flows from Operating Activities Net loss $ (26.6) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 12.8 Reorganization items 3.7 Changes in assets and liabilities: Receivables--trade (16.7) Inventories (1.5) Accounts payable (4.7) Pension liability 8.7 Postretirement benefits 5.9 Accrued liabilities 0.3 Other 1.2 ----------- Net Cash Used by Operating Activities Before Reorganization Items (16.9) Reorganization items (excluding non-cash charges) (2.6) ----------- Net Cash Used by Operating Activities (19.5) Cash Flows from Investing Activities Purchases of property and equipment (1.3) ----------- Net Cash Used in Investing Activities (1.3) Cash Flows from Financing Activities Borrowings--net 27.2 Debt repayments (2.5) ----------- Net Cash Provided by Financing Activities 24.7 ----------- Net Increase in Cash and Cash Equivalents 3.9 Cash and cash equivalents at the beginning of the period 1.0 ----------- Cash and cash equivalents at the end of the period $ 4.9 =========== See notes to the combined financial statements 7 Exhibit 99.1 NATIONAL STEEL CORPORATION AND SUBSIDIARIES CASE NOS: 02-08697 THROUGH 02-08738 DEBTOR-IN-POSSESSION AS OF MARCH 6, 2002 NOTES TO THE COMBINED FINANCIAL STATEMENTS NOTE 1 -- BASIS OF PRESENTATION The accompanying combined financial statements presented herein have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordinary course of business and do not reflect adjustments that might result if the Debtors are unable to continue as a going concern. As a result of National Steel Corporation (the "Company") and forty-one of its domestic subsidiaries (collectively the "Debtors") filing for relief under Chapter 11 of Title 11 of the United States Code, however, such matters are subject to significant uncertainty. The Debtor's financial statements presented herein, have been prepared in conformity with the AICPA's Statement of Position No. 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code, issued November 19, 1990 ("SOP 90-7"). SOP 90-7 requires a segregation of liabilities subject to compromise by the Court as of the filing date and identification of all transactions and events that are directly associated with the reorganization of the Company. Certain majority owned subsidiaries of the Company have been excluded from the financial results, as they were not included in the Chapter 11 filings. Total assets for these entities were $6.5 million as of January 31, 2003 and the net loss was $0.2 million for the month ended January 31, 2003. Preparation of the combined financial statements for the month ended January 31, 2003 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the applicable periods. Actual results could differ from those estimates. The financial results presented for the month ended January 31, 2003 are not necessarily indicative of results of operations for the full year. The Quarterly Report of NSC on Form 10-Q for the quarter ended September 30, 2002 and the Annual Report of NSC on Form 10-K for the year ended December 31, 2001 contains additional information and should be read in conjunction with this report. NOTE 2 -- REORGANIZATION ITEMS Reorganization items are comprised of items of income, expense and loss that were realized or incurred by the Company as a result of its decision to reorganize under Chapter 11 of the Bankruptcy Code. The following summarizes the reorganization charges provided by the Company: Month Ended January 31, 2003 ----------- Professional and other fees $ 2.7 Provision for potential additional costs on long-term agreements 1.0 Vendor settlement (0.1) Other 0.1 ----------- $ 3.7 =========== 8 Exhibit 99.1 NATIONAL STEEL CORPORATION AND SUBSIDIARIES CASE NOS: 02-08697 THROUGH 02-08738 DEBTOR-IN-POSSESSION AS OF MARCH 6, 2002 NOTES TO THE COMBINED FINANCIAL STATEMENTS NOTE 3 -- INTEREST EXPENSE Interest at the stated contractual amount on unsecured and undersecured debt that was not charged to earnings for the month ended January 31, 2003 was approximately $4.1 million. NOTE 4 -- LIABILITIES SUBJECT TO COMPROMISE The principal categories of claims classified as liabilities subject to compromise under reorganization proceedings are identified below. All amounts below may be subject to future adjustment depending on Court action, further developments with respect to disputed claims, or other events. Additional claims may arise resulting from rejection of additional executory contracts or unexpired leases by the Company. Under an approved final plan of reorganization, these claims may be settled at amounts substantially less than their allowed amounts. Recorded liabilities subject to compromise under the Chapter 11 proceedings consisted of the following: January 31, 2003 ------------- Accounts payable $ 155.4 Short-term borrowings 100.0 Salaries, wages, benefits and related taxes 108.1 Pension liabilities 232.5 Minimum pension liabilities 932.8 Property taxes 46.9 Income taxes 1.8 Other accrued liabilities 66.0 Long-term obligations 509.2 Postretirement benefits other than pensions 409.7 Other long-term liabilities 94.9 ------------- $ 2,657.3 ============= Pursuant to the terms of the Company's Secured Super Priority Debtor in Possession Credit Agreement ("DIP Facility"), as approved by the Court, all cash received by the Company was first applied to outstanding claims under the previously existing Credit Agreement and after all such claims have been paid, to outstanding obligations under the DIP Facility. During April, all outstanding claims under the previously existing Credit Agreement were paid. All outstanding borrowings under the DIP Facility are shown under the caption "Debtor-in-possession financing" on the Combined Balance Sheet. 9 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION
CASE NAME: National Steel Corporation, et al. CASE NOs.: 02-08697 through 02-08738 SCHEDULE OF DISBURSEMENTS Month Ended January 31, Case No. 2003 --------------- --------------------- 02-08699 National Steel Corporation (Delaware) $ 220,973,009 02-08697 Granite City Steel Company 0 02-08698 National Materials Procurement Corporation 0 02-08738 National Steel Corporation (New York) 0 02-08700 American Steel Corporation 0 02-08704 D.W. Pipeline Corporation 0 02-08707 Granite Intake Corporation 0 02-08713 Great Lakes Steel Corporation 0 02-08715 The Hanna Furnace Corporation 0 02-08719 Hanna Ore Mining Corporation 0 02-08723 Ingleside Channel & Dock Co. 0 02-08728 Ingleside Holdings L.P. 0 02-08731 Ingleside Point Corporation 0 02-08737 Liberty Pipe and Tube, Inc. 0 02-08701 Mid-Coast Minerals Corporation 0 02-08705 Midwest Steel Corporation 0 02-08710 NS Holdings Corporation 2,297 02-08714 NS Land Company 0 02-08717 NS Technologies, Inc. 0 02-08721 NSC Realty Corporation 0 02-08726 NSL, Inc. 1,678,960 02-08729 Natcoal, Inc. 0 02-08732 National Acquisition Corporation 0 02-08735 National Caster Acquisition Corporation 0 02-08736 National Caster Operating Corporation 0 02-08702 National Casting Corporation 0 02-08706 National Coal Mining Company 0 02-08709 National Coating Limited Corporation 0 02-08711 National Coating Line Corporation 0 02-08716 National Mines Corporation 0 02-08720 National Ontario Corporation 0 02-08724 National Ontario II, Limited 0 02-08725 National Pickle Line Corporation 0 02-08733 National Steel Funding Corporation 0 02-08703 National Steel Pellet Company 5,980,219 02-08708 Natland Corporation 0 02-08712 Peter White Coal Mining Corp. 0 02-08718 ProCoil Corporation 1,492,632 02-08722 Puritan Mining Company 0 02-08727 Rostraver Corporation 0 02-08730 Skar-Ore Steamship Corporation 0 02-08734 The Teal Lake Iron Mining Company 0 --------------------- $ 230,127,117 =====================
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