-----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, G6CmE9/CjxV1ObINxxKWY6/S0RW7p6Q4lthJVe4d1oulBw9ag8EnzUn1bOSf+ReE h5PWXGSbkoQB1REzYqIAtg== 0000950131-03-001071.txt : 20030303 0000950131-03-001071.hdr.sgml : 20030303 20030303141603 ACCESSION NUMBER: 0000950131-03-001071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030303 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030303 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: 03588942 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): March 3, 2003 (February 27, 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 5. OTHER EVENTS AND REGULATION FD DISCLOSURE National Steel Corporation issued a press release on February 27, 2003 announcing that the Federal Trade Commission and Department of Justice have granted early termination of the Hart-Scott-Rodino Act waiting period with respect to the proposed sale of National Steel's principal steel making and finishing assets and iron ore pellet operations to AK Steel Corporation. A copy of this press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 Press release dated February 27, 2003. 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: March 3, 2003 By: /s/ Kirk A. Sobecki ----------------------------------------------- Kirk A. Sobecki Senior Vice President and Chief Financial Officer EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 [LOGO] National Steel - -------------------------------------------------------------------------------- National Steel Corporation 4100 Edison Lakes Parkway Mishawaka, IN 46545-3440 News Release Contact: Anita-Marie Hill Romelia Martinez Sitrick And Company (310) 788-2850 National Steel Announces Early Termination of Hart-Scott-Rodino Waiting Period Mishawaka, Ind. - February 27, 2003 - National Steel Corporation announced today that the Federal Trade Commission and Department of Justice have granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR") with respect to the proposed sale of National Steel's principal steel making and finishing assets and iron ore pellet operations to AK Steel Corporation. As previously announced, on January 30, 2003, National Steel and AK Steel entered into an Asset Purchase Agreement ("APA") relating to such assets for $1.125 billion, consisting of $925 million in cash and the assumption of certain liabilities approximating $200 million. The APA between National and AK Steel remains subject to satisfaction of other closing conditions, including the execution and ratification of a new collective bargaining agreement by the United Steelworkers of America satisfactory to AK Steel for those National Steel employees who will become employees of AK Steel and the approval of the U.S. Bankruptcy Court for the Northern District of Illinois overseeing National Steel's pending Chapter 11 cases. The APA is ================================================================================ also subject to higher and better offers submitted in accordance with the procedures approved by the Bankruptcy Court under Sections 363 and 365 of the U.S. Bankruptcy Code. About National Steel: Headquartered in Mishawaka, Indiana, National Steel Corporation is one of the nation's largest producers of carbon flat-rolled steel products, with annual shipments of approximately six million tons. National Steel employs approximately 8,200 employees. For more information about the company, its products and its facilities, please visit the National Steel's web site at www.nationalsteel.com. All statements contained in this release, other than historical information, are forward-looking statements. Completion of the potential transaction described in this release is subject to various conditions, risks and uncertainties, and there can be no assurance that the transaction will be consummated. A variety of factors could cause business conditions and the Company's actual results to differ materially from those expected by the Company or expressed in the Company's forward-looking statements. Additional information concerning these factors is available in the Company's most recent Form 10-K for the year ended December 31, 2001. # # # ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----