-----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, WJNL65BuLngKQuJd8/Abq3A3nO0HRs6g90DUh/k9KzG+JcJHIJSERjHhOzxDzamm tMsAFDOTDRf/f3zojgpGSw== 0000950131-03-001946.txt : 20030402 0000950131-03-001946.hdr.sgml : 20030402 20030402161118 ACCESSION NUMBER: 0000950131-03-001946 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030402 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: 03636926 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): April 2, 2003 (March 31, 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 March 31, 2003 announcing antitrust clearance of U. S. Steel proposal. 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 March 31, 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: April 2, 2003 By: /s/ Kirk A. Sobecki ------------------------------------------------- Kirk A. Sobecki Senior Vice President and Chief Financial Officer EX-99.1 3 dex991.txt PRESS RELEASE DATED 3/31/2003 Exhibit 99.1 [National Steel Logo] - -------------------------------------------------------------------------------- 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 ANTITRUST CLEARANCE OF UNITED STATES STEEL PROPOSAL Mishawaka, IN - March 31, 2003 - National Steel Corporation today announced that the Department of Justice has advised National Steel that it has closed its investigation under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") with respect to the previously announced proposal by United States Steel Corporation to purchase substantially all of National Steel's principal steelmaking and finishing assets and iron ore pellet operations. This action satisfies one of the conditions to the potential transaction. As previously announced, early termination of the waiting period under the HSR Act was granted on February 26, 2003 with respect to the proposed sale of such assets to AK Steel Corporation. 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. As previously announced, on February 6, 2003, the U.S. Bankruptcy Court for the Northern District of Illinois overseeing National Steel's pending Chapter 11 cases approved bidding procedures granting AK Steel priority "stalking horse" status. The APA is subject to higher and better offers submitted in accordance with the bidding procedures. Under the bidding procedures, as amended, the deadline for the submission of bids is April 10, 2003 and the date of the auction to be held in accordance with the bidding procedures is April 16, 2003. The Bankruptcy Court hearing to consider approval of the sale of substantially all of National Steel's assets is scheduled for April 21, 2003. In addition to Bankruptcy Court approval, the sale of National Steel's assets is subject to a number of conditions, including the execution and ratification of a new collective bargaining agreement by the United Steelworkers of America satisfactory to the purchaser for the National Steel employees who will become employees of the purchaser. National Steel filed its voluntary petition in the U.S. Bankruptcy Court for the Northern District of Illinois in Chicago on March 6, 2002. 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 National Steel's website 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, 2002. ### -----END PRIVACY-ENHANCED MESSAGE-----