-----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, NcLsLmbsPKG0o+Oshjx0Z1WYUMwDwp1EfLX2c38mHkJ1aAbt0Cbs8V5wwlnxdQAr FbdP6M/H3NP1jaR6vHSKqQ== 0001104659-03-023518.txt : 20031023 0001104659-03-023518.hdr.sgml : 20031023 20031023094352 ACCESSION NUMBER: 0001104659-03-023518 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031022 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031023 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: 03953143 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 a03-4307_18k.htm 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): October 23, 2003 (October 22, 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 September 30, 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.

 

On April 21, 2003, the Court approved a motion to sell substantially all of our assets to United States Steel Corporation (“USS”).  Closing was completed on May 20, 2003.  On August 20, 2003, the Debtors filed with the Court a Disclosure Statement with Respect to First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors in Possession (the “Plan”) (the “Disclosure Statement”).  On August 20, 2003, the Court issued an order approving the Disclosure Statement and solicitation procedures with respect to the Plan.  In addition, the Court scheduled a hearing on confirmation of the Plan for October 23, 2003.  Under the priority scheme established by the Bankruptcy Code, certain post-petition liabilities and pre-petition liabilities need to be satisfied before shareholders can receive any distribution.  There will not be a recovery by our stockholders under any Chapter 11 plan.

 

On October 22, 2003 the Debtors filed with the Court their required combined monthly operating report for the month ended September 30, 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 (the “Trustee”).  This format does not contain all of the disclosures required by generally accepted accounting principles or by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other prescribed form or format other than that prescribed by the Trustee.  The Company cautions readers not to place undue reliance upon the information contained in the Operating Report.  The information in the Operating Report, which has not been audited, may not be indicative of the Company’s financial statements in reports that would be required to be filed pursuant to the Exchange Act.  Exhibit 99.1 to this Current Report on Form 8-K contains the text of the Operating Report.

 

 

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:  October 23, 2003

 

By:

/s/ Kirk A. Sobecki

 

 

 

 

Kirk A. Sobecki

 

 

 

 

President

 

 

2


EX-99.1 3 a03-4307_1ex99d1.htm EX-99.1

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

 

 

President

 

 

 

 

 

 

DATED:

October 21, 2003

 

 

 

1



 

U.S. TRUSTEE MONTHLY OPERATING REPORT

September 1, 2003 to September 30, 2003

 

I.                                         National Steel Corporation Unaudited Combined Financial Statements

A.           Combined Statement of Receipts and Disbursements for the month ended September 30, 2003

B.             Combined Statement of Net Liabilities in Liquidation as of September 30, 2003

C.             Notes to the Unaudited Combined Financial Statements

 

II.                                     Schedule of Receipts and Other Information

 

III.                                 Schedule of Disbursements

 

2



 

NATIONAL STEEL CORPORATION AND SUBSIDIARIES
CASE NOS: 02-08697 THROUGH 02-08738
COMBINED STATEMENT OF RECEIPTS AND DISBURSEMENTS
(Liquidation Basis)
(In Millions of Dollars)
(Unaudited)

 

 

 

For the
Month of
September,
2003

 

 

 

 

 

Beginning Cash Balance, September 1, 2003

 

$

310.2

 

 

 

 

 

Receipts

 

 

 

Property sales & other receipts

 

$

1.8

 

Interest income

 

0.2

 

Total Receipts

 

2.0

 

 

 

 

 

Disbursements

 

 

 

DIP Loan

 

 

Pre-Closing Expenses

 

 

Letters of credit

 

 

Cure payments

 

 

Tax Claims

 

1.7

 

Professional Fees

 

1.5

 

Severance and Retention Expenses

 

3.8

 

IBNR

 

2.7

 

Surety Bonds

 

 

Post-Petition Workers Comp

 

 

Union Settlements

 

0.1

 

Wind down costs

 

0.9

 

Total Disbursements

 

10.7

 

 

 

 

 

Net Disbursements for the Period

 

$

(8.7

)

 

 

 

 

Ending Cash Balance including Restricted Cash, September 30, 2003

 

$

301.5

 

 

See notes to the combined financial statements

 

3



 

NATIONAL STEEL CORPORATION AND SUBSIDIARIES
CASE NOS: 02-08697 THROUGH 02-08738
COMBINED STATEMENT OF NET LIABILITIES IN LIQUIDATION
(Liquidation Basis)
(In Millions of Dollars)
(Unaudited)

 

 

 

September 30,
2003

 

ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

137.0

 

Restricted cash

 

164.5

 

Receivables— net

 

8.2

 

Property held for sale

 

8.1

 

Other assets

 

17.8

 

TOTAL ASSETS

 

$

335.6

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Accounts payable

 

$

11.1

 

Salaries, wages, benefits and related taxes

 

9.2

 

Property taxes and other taxes

 

25.6

 

Other accrued liabilities

 

111.7

 

Liabilities subject to compromise

 

3,846.8

 

TOTAL LIABILITIES

 

4,004.4

 

 

 

 

 

NET LIABILITIES

 

$

(3,668.8

)

 

See notes to the combined financial statements

 

4



 

NATIONAL STEEL CORPORATION AND SUBSIDIARIES
CASE NOS: 02-08697 THROUGH 02-08738
NOTES TO THE COMBINED FINANCIAL STATEMENTS

 

Note 1 – Basis of Presentation

 

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.

 

On April 21, 2003 the Court approved a motion to sell substantially all of our assets to United States Steel Corporation (“USS”).  Closing was completed on May 20, 2003 and we ceased operations.  Since the asset sale, we have conducted no operations other than in accordance with, and as required by, the Bankruptcy Code.  In connection with the approval of the sale motion we agreed to file a Chapter 11 liquidation plan with the Court.  Under the priority scheme established by the Bankruptcy Code, certain post-petition liabilities and pre-petition liabilities need to be satisfied before shareholders can receive any distribution.  There will not be a recovery by our stockholders under any Chapter 11 plan.

 

As a result of the events mentioned above, we adopted the liquidation basis of accounting as of May 20, 2003.  The liquidation basis of accounting requires assets to be reported at their estimated realizable values and liabilities to be reported at their estimated settlement amounts.  The liquidation basis of accounting requires us to accrue an estimate for expenses to be incurred during the period through closing the Chapter 11 case.  The amount accrued as of September 30, 2003 is $36.0 million.

 

Property is being reported at current estimated selling values based upon on-going negotiations with potential buyers.  Actual amounts realized could differ from these estimates.

 

Liabilities subject to compromise continue to be valued at their historical values until “legal release” by the Court.  This is expected to occur once the liquidation plan is final and all assets have been distributed.

 

Preparation of the combined financial statements for the month ended September 30, 2003 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities.  Actual amounts could differ materially from those estimates.

 

The unaudited financial results presented for the month ended September 30, 2003 are not necessarily indicative of results of operations for the full year.  The Annual Report of NSC on Form 10-K for the year ended December 31, 2002 and other reports filed with the Securities and Exchange Commission during 2003 contain additional information and should be read in conjunction with this report.

 

5



 

Note 2 – Restricted Cash

 

Restricted Cash consists of funds escrowed at the time of the asset sale as designated by the Court as follows:

 

Real Estate Tax Escrow

 

$

15.9

 

Property Tax Escrow

 

36.9

 

Unsecured Creditor Escrowed Funds

 

25.0

 

Other Escrowed Funds

 

13.1

 

Letters of Credit

 

15.0

 

St. Paul Escrow

 

24.5

 

USS Purchase Price Adjustment

 

34.1

 

 

 

$

164.5

 

 

Note 3 – Accounts Receivable

 

Accounts receivable activity for the month of September 2003 is as follows:

 

Balance, August 31, 2003

 

$

8.3

 

September Collections

 

(0.1

)

Balance, September 30, 2003

 

$

8.2

 

 

Note 4 – Other Assets

 

Other assets at September 30, 2003 consists of the following:

 

Chapter 11 Retainers

 

$

1.0

 

Escrow deposits

 

16.5

 

Other

 

0.3

 

 

 

$

17.8

 

 

Note 5 – Accounts Payable

 

Accounts payable activity for the month of September 2003 is as follows:

 

Balance, August 31, 2003

 

$

17.2

 

September Purchases

 

 

September Payments

 

(6.1

)

Balance, September 30, 2003

 

$

11.1

 

 

6



 

Note 6 — Liabilities Subject to Compromise

 

The principal categories of claims classified as liabilities subject to compromise 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 liquidation, 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:

 

 

 

September 30,
2003

 

Accounts payable

 

$

132.8

 

Short-term borrowings

 

100.0

 

Pension liabilities, including minimum pension liabilities

 

2,145.4

 

Property taxes and other taxes

 

47.0

 

Other liabilities

 

96.3

 

Long-term obligations

 

176.6

 

Postretirement benefits other than pensions

 

1,148.7

 

 

 

$

3,846.8

 

 

7



 

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 RECEIPTS

For the Month Ending September 30, 2003

 

Category

 

 

 

 

 

 

 

Interest Income

 

$

0.2

 

Property sales

 

 

Escrow Deposits

 

0.9

 

Other receipts

 

0.9

 

 

 

 

 

Total

 

$

2.0

 

 

 

PAYROLL INFORMATION
For the Month Ending September 30, 2003

 

Gross Payroll for the Period

 

$

3.6

 

 

 

 

 

Payroll Taxes Due but Unpaid

 

$

0.5

 

 

Post petition salaries and wages, including employee withholdings and employer related payroll taxes, have been paid in the ordinary course of business.

 

Other post petition taxes, including those for sales and use taxes, property taxes and other taxes have been paid in the ordinary course of business.

 

All insurance policy premiums due, including those for workers compensation insurance have been paid.  Accordingly, all such policies remain in force.

 

Details for the above transactions will be provided to the U.S. Trustee upon request.

 

8



 

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
SCHEDULE OF DISBURSEMENTS

 

Case No.

 

 

 

Month Ended
September 30,
2003

 

 

 

 

 

 

 

02-08699

 

National Steel Corporation (Delaware)

 

$

11,639,806

 

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

 

0

 

02-08714

 

NS Land Company

 

0

 

02-08717

 

NS Technologies, Inc.

 

0

 

02-08721

 

NSC Realty Corporation

 

0

 

02-08726

 

NSL, Inc.

 

0

 

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

 

0

 

02-08708

 

Natland Corporation

 

0

 

02-08712

 

Peter White Coal Mining Corp.

 

0

 

02-08718

 

ProCoil Corporation

 

0

 

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

 

 

 

 

 

$

11,639,806

 

 

9


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