-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Q8lhxCqblldHDyFw9DCvtmAT/TRE9ZJ5etkkud+aoK9bDQmt94S+r8/kvGvcBHWj IyeaxBITBPHaeS8Ia/okjA== 0000950172-95-000056.txt : 19950515 0000950172-95-000056.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950172-95-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950213 SROS: NYSE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17433 FILM NUMBER: 95509278 BUSINESS ADDRESS: STREET 1: 4100 EDISON LAKES PARKWAY CITY: MISHAWAKA STATE: IN ZIP: 465453440 BUSINESS PHONE: 2192737000 MAIL ADDRESS: STREET 1: 4100 EDISON LAKE PARKWAY CITY: MISHAWAKA STATE: IN ZIP: 46545-3440 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NKK USA CORP CENTRAL INDEX KEY: 0000937717 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123551130 MAIL ADDRESS: STREET 1: 450 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) National Steel Corporation (Name of Issuer) Class B Common Stock, par value $.01 per share (Title of Class and Securities) 637844-30-9 (CUSIP Number of Class of Securities) Edmund C. Duffy, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, N.Y. 10022 (212) 735-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 1, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) Check the following box if a fee is being paid with this Statement: ( ) SCHEDULE 13D CUSIP No. 637844-30-9 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NKK U.S.A. Corporation 51-0312155 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS Not Applicable _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) __________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF None SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH 22,100,000 (See Item 5) REPORTING ___________________________________ PERSON (9) SOLE DISPOSITIVE POWER WITH None ___________________________________ (10) SHARED DISPOSITIVE POWER 22,100,000 (See Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,100,000 (See Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 51.1% (See Item 5) _________________________________________________________________ (14) TYPE OF REPORTING PERSON CO _________________________________________________________________ SCHEDULE 13D CUSIP No. 637844-30-9 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NKK Corporation _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS Not Applicable _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) __________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION JAPAN _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY ___________________________________ OWNED BY (8) SHARED VOTING POWER EACH REPORTING 22,100,000 (See Item 5) PERSON ___________________________________ WITH (9) SOLE DISPOSITIVE POWER None ___________________________________ (10) SHARED DISPOSITIVE POWER 22,100,000 (See Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,100,000 (See Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 51.1% (See Item 5) _________________________________________________________________ (14) TYPE OF REPORTING PERSON* (See Instructions) CO _________________________________________________________________ This statement amends and supplements the statement on the Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission on April 9, 1993, by NKK U.S.A. Corporation and NKK Corporation relating to the Class B Common Stock, par value $.01 per share, of National Steel Corporation. Pursuant to Rule 13d-2(c) of the General Rules and Regulations under the Securities Exchange Act and Item 101(a)(2)(ii) of Regulation S-T, the text of the Schedule 13D has been restated in its entirety and attached hereto as Annex I. Except as disclosed herein, there has been no change in the information previously reported in the Schedule 13D. Item 4. Purpose of Transaction Item 4 is hereby amended and supplemented by adding the following before the last paragraph thereof: The Company issued 6,900,000 shares of new Class B Common Stock in connection with its second public offering (the "Second Offering"), which closed on February 1, 1995. As the result of the Second Offering, the Filing Persons' ownership in the Company has been diluted as described in Item 5. Item 5. Interest in the Securities of the Issuer Item 5(a) is hereby amended and restated as follows: (a) As of the close of business on February 1, 1995, NAC directly owned 22,100,000 shares of Class A Common Stock, representing 100% of the shares of Class A Common Stock outstanding on February 1, 1995. NAC currently is the sole owner of the outstanding shares of Class A Common Stock, since NII converted all of its holdings of Class A Common Stock it had held as the result of Recapitalization Agreement (as explained in Item 6) into Class B Common Stock in October 1993. NKK may, by virtue of holding all the common shares of NAC, be deemed to own beneficially the Shares as to which NAC possesses a direct beneficial ownership. Each share of Class A Common Stock is entitled to two votes and each share of Class B Common Stock is entitled to one vote and, except as otherwise required by law, the Class A Common Stock and the Class B Common Stock vote together on all matters submitted to a vote of Stockholders. Consequently, on February 1, 1995, the Filing Persons held 67.6% of the voting power of the outstanding Shares. Each share of Class A Common stock is convertible into Class B Common Stock on a one-to-one basis at any time at the option of the holder. Accordingly, the Filing Persons are deemed to beneficially own the 22,100,000 shares of Class B Common Stock into which their Class A Common Stock is convertible. If all the shares of Class A Common Stock held by the Filing Persons were converted into Class B Common Stock, the Filing Persons would hold 22,100,000 shares of Common Stock, representing approximately 51.1% of the shares of Class B Common Stock, and 51.1% of the aggregate voting power of all Shares, based upon the number of Shares outstanding on February 1, 1995. In the event that any share of Class A Common Stock ceases to be owned by NAC or any entity in which NKK holds a majority of the economic and voting interest, then without any action on the part of the holder, each such share of Class A Common Stock will automatically convert into a share of Class B Common Stock. In the event that, at any time, NKK (including entities in which NKK holds a majority of the economic and voting interest) shall own Shares representing less than a majority of the combined voting power of the then-outstanding capital stock of the Company, then, without any action on the part of the holders thereof, each outstanding share of Class A Common Stock will automatically convert into a share of Class B Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended and supplemented by adding the following at the end thereof: In connection with the Second Offering, NAC and NKK have executed and delivered to the managing underwriters of the Second Offering a letter agreement (the "Second Lock-Up Agreement"), a copy of which is attached as Exhibit 2 hereto and incorporated herein by reference, not to sell any shares of common stock of the Company or any securities convertible into or exercisable or exchangeable for such common stock, until 90 days after the date of the prospectus relating to the Second Offering. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended and supplemented by adding the following at the end thereof: Exhibit 2 - Second Lock-Up Agreement, dated January 25, 1995, among NKK Corporation, NKK U.S.A. Corporation and J.P. Morgan Securities Inc. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement with respect to it is true, complete and correct. Dated: February 13, 1995 NKK CORPORATION By:/s/ Yoichi Shimogaichi Executive Vice President NKK U.S.A. CORPORATION By: /s/ Yoshitaka Fujitani President EXHIBIT INDEX PAGE Exhibit 2: Second Lock-Up Agreement dated January 8 25, 1995, among NKK Corporation, NKK U.S.A. Corporation and J.P. Morgan Securities Inc. Annex I Schedule 13D filed with the Securities 10 and Exchange Commission on April 9, 1993, by NKK U.S.A. Corporation and NKK Corporation relating to the Class B Common Stock, Par value $.01 per share of National Steel Corporation. EX-99 2 EXHIBIT 2 - SECOND LOCK-UP AGREEMENT EXHIBIT 2 Second Lock-Up Agreement January 25, 1995 National Steel Corporation 4100 Edison Lakes Parkway Mishawaka, IN 46545 J.P. Morgan Securities Inc. PaineWebber Incorporated Salomon Brothers Inc as representatives of the Underwriters referred to below c/o J.P. Morgan Securities Inc. 80 Wall Street New York, NY 10260 Dear Sirs: The undersigned understands that J.P. Morgan Securities Inc., PaineWebber Incorporated and Salomon Brothers Inc., as representatives (the "Representatives") of the several underwriters (the "Underwriters") have entered into an Underwriting Agreement with National Steel Corporation (the "Company"), providing for the public offering by the Underwriters (the "Offering"), including the Representatives, of Class B Common Stock of the Company. In consideration of the Underwriters' agreement to purchase and undertake the Offering of the Company's Class B Common Stock and as a condition to the closing of such purchase, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned agrees that, without the prior written consent of J.P. Morgan Securities Inc., the undersigned will not offer, sell, contract to sell, or otherwise dispose of any shares of common stock of the Company (including, without limitation, shares of Class A Common Stock of the Company and Class B Common Stock of the Company which may be deemed to be beneficially owned by the undersigned in accordance with Regulation 13D under the rules and regulations of the Securities and Exchange Commission and shares of common stock which may be issued upon exercise of a stock option or warrant) or any securities convertible into or exercisable or exchangeable for such common stock, until 90 days after the date of the prospectus relating to the Offering. In addition, the undersigned agrees that the Company may, and that the undersigned will, cause the transfer agent for the Company to note stop transfer instructions with respect to such shares on the transfer books and records of the Company. The undersigned understands that the Company, the Underwriters and the Representatives will proceed with the closing of the Offering in reliance on this Lock-up Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement and that, upon request, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof. Any obligations of the undersigned hereunder shall be binding upon the successors and assignees of the undersigned. Very truly yours, NKK CORPORATION By: /s/ Yoichi Shimogaichi Executive Vice President NKK U.S.A. CORPORATION By: /s/ Yoshitaka Fujitani President EX-99 3 ANNEX I - SCHEDULE 13D (4/9/93) (WITHOUT EXHIBITS AND SCHEDULES) ANNEX I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 National Steel Corporation (Name of Issuer) Class B Common Stock, par value $.01 per share (Title of Class and Securities) 637844-30-9 (CUSIP Number of Class of Securities) Edmund C. Duffy, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, N.Y. 10022 (212) 735-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 1993 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) Check the following box if a fee is being paid with this Statement: ( ) SCHEDULE 13D CUSIP No. 637844-30-9 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NKK U.S.A. Corporation _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS Not Applicable _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) __________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY ___________________________________ OWNED BY (8) SHARED VOTING POWER EACH REPORTING 22,100,000 (See Item 5) PERSON ___________________________________ WITH (9) SOLE DISPOSITIVE POWER None ___________________________________ (10) SHARED DISPOSITIVE POWER 22,100,000 (See Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,100,000 (See Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 68.8% (See Item 5) _________________________________________________________________ (14) TYPE OF REPORTING PERSON CO _________________________________________________________________ SCHEDULE 13D CUSIP No. 637844-30-9 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NKK Corporation _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS Not Applicable _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) __________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION JAPAN _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY ___________________________________ OWNED BY (8) SHARED VOTING POWER EACH REPORTING 22,100,000 (See Item 5) PERSON ___________________________________ WITH (9) SOLE DISPOSITIVE POWER None ___________________________________ (10) SHARED DISPOSITIVE POWER 22,100,000 (See Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,100,000 (See Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 68.8% (See Item 5) _________________________________________________________________ (14) TYPE OF REPORTING PERSON* (See Instructions) CO _________________________________________________________________ Item 1. Security and Issuer The class of equity securities to which this Statement relates is the Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), of National Steel Corporation, a Delaware corporation (the "Issuer" or the "Company"). The principal executive offices of the Issuer are located at 4100 Edison Lakes Parkway, Mishawaka, Indiana 46545-3440. Item 2. Identity and Background (a) The persons filing this Statement are NKK Corporation, a Japanese corporation ("NKK"), and NKK U.S.A. corporation, a Delaware corporation ("NAC" and together with NKK, the "Filing Persons"). Attached as Exhibit A hereto and incorporated herein by reference is an agreement among the Filing Persons that this Statement is filed on behalf of each of them. (b) The business address of NKK is 1-1-2 Marunouchi, Chiyoda-Ku, Tokyo 100, Japan. The business address of NAC is 450 Park Ave., New York, NY 10022. (c) NKK and NAC, through their subsidiaries, manufacture steel and are engaged in engineering and construction. Attached as Schedule I hereto and incorporated herein by reference is a list of all executive officers and directors of each Filing Person. Schedule I also sets forth the address, principal occupation or employment and citizenship of each person listed thereon. (d) None of the Filing Persons or the persons set forth on Schedule I hereto has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). (e) None of the Filing Persons or the persons set forth on Schedule I hereto has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On February 3, 1993, NKK, NAC, National Intergroup, Inc. ("NII"), NII Capital Corporation ("NCC") and the Issuer entered into a definitive agreement (the "Agreement"), a copy of which is attached as Exhibit B hereto and incorporated herein by reference, pursuant to which, among other things, the common stock of the Issuer owned by NCC and NAC (the "Pre-Existing Common") was redesignated (the "Redesignation") as Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), and 65,000,000 shares of Class B Common Stock were authorized. Each Share of Class A Common Stock is convertible into Class B Common Stock on a one-to-one basis at any time at the option of the holder and in certain other situations described in Item 5. Shares of the Class A Common Stock and the Class B Common Stock are referred to herein collectively as "Shares". The Redesignation became effective on March 30, 1993, and the Filing Persons, as the beneficial owners of 22,100,000 shares of Class A Common Stock, became the beneficial owners of 22,100,000 shares of Class B Common Stock. See Item 5. Item 4. Purpose of Transaction The Class A Common Stock was acquired by the Filing Persons as a result of the Redesignation described in Item 3. The Redesignation occurred in connection with the public offering of 10,000,000 shares of Class B Common Stock (the "Offering"), which closed on March 30, 1993. Following the Offering and by reason of the Redesignation, the Filing Persons continue to exercise control over the business of the Issuer by virtue of their ability to elect all of the members of the Board of Directors of the Issuer and by virtue of their majority voting power. The Filing Persons have informed the Issuer that they have no present intention to dispose of any shares of Class A Common Stock or acquire shares of Class B Common Stock, but they will periodically review their investment in the Issuer and may at any time (subject to limitations set forth in the Agreement and the Lock-Up Agreement described in Item 6) determine to decrease such investment, or to purchase shares of Class B Common Stock, depending upon various factors including, but not limited to, the price of the Class B Common Stock, the terms and conditions for their purchase or sale, general economic and stock market conditions, the Issuer's business and prospects, foreign and/or domestic regulatory changes and the amount of funds available to the Filing Persons. Except as set forth in this Item 4, none of the Filing Persons nor, to the best of their knowledge, any of the individuals named in Schedule I hereto, has any plans or proposals which relate to or which would result in any of the actions specified in clauses (a) through (j) of this Item 4 of Schedule 13 D. Item 5. Interest in the Securities of the Issuer (a) As of the close of business on March 30, 1993, NAC directly owned 22,100,000 shares of Class A Common Stock, representing approximately 86.7% of the shares of Class A Common Stock outstanding on March 30, 1993. NKK may, by virtue of holding all the common shares of NAC, be deemed to own beneficially the Shares as to which NAC possesses a direct beneficial ownership. Each share of Class A Common Stock is entitled to two votes and each share of Class B Common Stock is entitled to one vote and, except as otherwise required by law, the Class A Common Stock and the Class B Common Stock vote together on all matters submitted to a vote of Stockholders. Consequently, on March 30, 1993, the Filing Persons held 72.5% of the voting power of the outstanding Shares. Each share of Class A Common stock is convertible into Class B Common Stock on a one-to-one basis at any time at the option of the holder. Accordingly, the Filing Persons are deemed to beneficially own the 22,100,000 shares of Class B Common Stock into which their Class A Common Stock is convertible. If all the shares of Class A Common Stock held by the Filing Persons were converted into Class B Common Stock, the Filing Persons would hold 22,100,000 shares of Class B Common Stock, representing approximately 68.8% of the shares of Class B Common Stock, and 56.8% of the aggregate voting power of all Shares, based upon the number of Shares outstanding on March 30, 1993. In the event that any share of Class A Common Stock ceases to be owned by NAC or any entity in which NKK holds a majority of the economic and voting interest, then without any action on the part of the holder, each such share of Class A Common Stock will automatically convert into a share of Class B Common Stock. In the event that, at any time, NKK (including entities in which NKK holds a majority of the economic and voting interest) shall own Shares representing less than a majority of the combined voting power of the then-outstanding capital stock of the Company, then, without any action on the part of the holders thereof, each outstanding share of Class A Common Stock will automatically convert into a share of Class B Common Stock. (b) By reason of the Redesignation, the Filing Persons may be deemed to share with each other the sole power to vote or to direct the vote and to dispose or to direct the disposition all the Class B Common Stock stated to be owned by them in Item 5(a). (c) Except for the transactions in connection with the Redesignation described in Item 3, there were no transactions in Shares by the Filing Persons or any of the persons set forth on Schedule I hereto that were effected during the past sixty days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On June 26, 1990, NKK, NII and the company executed a Stock Purchase and Recapitalization Agreement (the "Recapitalization Agreement"), a copy of which is attached as Exhibit C hereto and incorporated herein by reference, that resulted in changes to the capital structure of the Company and the relative percentage ownership positions of NKK and NII in the Issuer. Pursuant to the terms of the Recapitalization Agreement, in exchange for a portion of the Common Stock held by NII, the Company issued to NII Series A Preferred Stock (the "Series A Preferred") and Series B Preferred Stock (the "Series B Preferred"). At that same time, NKK purchased from NII the Series A Preferred and additional shares of Pre-Existing Common held by NII, representing in the aggregate an additional 20% of the capital stock of the Company, in exchange for $146.6 million in cash and the Put Right (as defined below), resulting in NKK obtaining a 70% ownership and voting interest in the Company and in NII's ownership and voting interest in the Company decreasing from 50% to 30%. The Issuer agreed, pursuant to the Recapitalization Agreement upon the request of NII and subject to certain conditions, to file at any time after June 26, 1995 a registration statement under the Securities Exchange Act of 1934 in order to permit NII to offer and sell all of the shares of Pre-Existing Common owned by it. NII would be required to pay all of the costs of any such offering, including underwriting discounts and commissions. In the event NII notifies the Issuer that it intends to exercise its demand registration rights, however, NKK has the ability for a period of 90 days to cause NII to negotiate in good faith the sale to NKK of NII's shares of Pre-Existing Common. The Issuer also granted NII and NKK the right, subject to certain conditions and exceptions, to include all or any portion of each of their shares of Pre-Existing Common in certain registration statements covering offerings of Pre-Existing Common by the Issuer. The Issuer has agreed to pay all of the costs associated with the inclusion of any such shares in the Issuer's registration statements, except underwriting discounts and commissions. In any such case, the Issuer agreed to indemnify NII and/or NKK, as the case may be, and their respective subsidiaries and affiliates and their officers, directors and controlling persons against certain liabilities in respect of any registration of their shares covered by the above provisions. The Recapitalization Agreement also provides NKK with certain rights of first refusal with respect to shares of Pre-Existing Common held by NII with respect to which NII intends to dispose of other than through the registration and sale of such shares as described above. In addition, the Recapitalization Agreement obligates NKK in certain circumstances not to sell any of its shares of Pre-Existing Common except to its affiliates or pursuant to a registration statement, unless NKK causes the third party purchaser to offer to purchase a number of shares of Pre-Existing Common held by NII as determined in accordance with the provisions of the Recapitalization Agreement. In connection with the execution of the Recapitalization Agreement, the Issuer, NKK and NII entered into a Put Agreement, dated June 26, 1990 (the "Put Agreement"), a copy of which is attached as Exhibit D hereto and incorporated herein by reference. The Put Agreement provides, among other things, for the ability of NII to cause NKK to purchase, at defined purchase prices, NII's rights to receive any dividend of mandatory redemption payment owed but not paid by the Company to NII on account of NII's ownership of the Series B Preferred. The Agreement described in Item 4 amends in certain respects the terms and conditions of the Recapitalization Agreement. It provides that upon the request of NII at any time after the 180 days following the date of the prospectus for the Offering, and subject to certain conditions, the Issuer will file a registration statement under the Securities Act in order to permit NII to offer and sell all of the Shares owned by NII. In addition, the registration rights provisions contained in the Recapitalization Agreement would continue to apply for the benefit of NKK and NII but only with respect to Class B Common Stock. The Agreement further requires that NKK and NAC execute and deliver to the managing underwriters of the Offering an agreement (the "Lock-Up Agreement"), a copy of which is attached as Exhibit E hereto and incorporated herein by reference, not to sell any shares of capital stock of the Issuer owned by such shareholders on or prior to the 180th day after the effective date of the Offering. Item 7. Material to be Filed as Exhibits. Exhibit A - Joint Filing Agreement, dated April 8, 1993, among NKK Corporation and NKK U.S.A. Corporation. Exhibit B - Agreement, dated February 3, 1993, among NII Corporation, NKK U.S.A. Corporation, National Intergroup, Inc., NII Capital Corporation and National Steel Corporation. Exhibit C - Recapitalization Agreement, dated June 26, 1990, among NKK Corporation, NII Corporation and National Steel Corporation. Exhibit D - Put Agreement, dated June 26, 1990, among NKK Corporation, NII Corporation and National Steel Corporation. Exhibit E - Lock-Up Agreement, dated March 3, 1993, among NKK Corporation, NKK U.S.A. Corporation and J.P. Morgan Securities. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement with respect to it is true, complete and correct. Dated: April ___, 1993 NKK CORPORATION By: /s/ Osamu Sawaragi NKK U.S.A. CORPORATION By: /s/ Yoshitaka Fujitani EXHIBIT INDEX PAGE Exhibit A: Joint Filing Agreement dated 15 April 8, 1993, among NKK Corporation and NKK U.S.A. Corporation. Exhibit B: Agreement, dated February 3, 1993, 16 among NII Corporation, NKK U.S.A. Corporation, National Intergroup, Inc., NII Capital Corporation and National Steel Corporation. Exhibit C: Recapitalization Agreement, dated 41 June 26, 1990, among NKK Corporation, NII Corporation and National Steel Corporation. Exhibit D: Put Agreement, dated June 26, 1990, 105 among NKK Corporation, NII Corporation and National Steel Corporation Exhibit E: Lock-Up Agreement dated March 3, 1993, 120 among NKK Corporation, NKK U.S.A. Corporation and J.P. Morgan Securities. -----END PRIVACY-ENHANCED MESSAGE-----