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): November 24, 2003 (November 21, 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 99.1Combined Monthly Operating Report for the month ended October 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.

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.  On October 23, 2003, the Court confirmed the Plan.  The Plan contemplates that all remaining assets will be disposed of, all cash proceeds (net of expenses) will be distributed to creditors, and that all administrative tasks required to complete the wind-down of the debtors’ estates and their ultimate dissolution would be completed.  In addition to providing for these things, the Plan sets forth how net cash proceeds available for distribution to various creditor constituencies will be allocated and paid.  There will not be a recovery by our stockholders.

On November 21, 2003 the Debtors filed with the Court their required combined monthly operating report for the month ended October 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 (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:  November 24, 2003	By:	/s/ Kirk A. Sobecki
		Kirk A. Sobecki
		President

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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:	November 20, 2003

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U.S. TRUSTEE MONTHLY OPERATING REPORT

October 1, 2003 to October 31, 2003

I.		National Steel Corporation Unaudited Combined Financial Statements
	A.	Combined Statement of Receipts and Disbursements for the month ended October 31, 2003
	B.	Combined Statement of Net Liabilities in Liquidation as of October 31, 2003
	C.	Notes to the Unaudited Combined Financial Statements
II.		Schedule of Receipts and Other Information
III.		Schedule of Disbursements

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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 October, 2003
Beginning Cash Balance, October 1, 2003	$	301.5
Receipts
Property sales & other receipts	$	0.4
Interest income	0.2
Total Receipts	0.6
Disbursements
DIP loan	—
Pre-closing expenses	—
Letters of credit	—
Cure payments	—
Tax claims	12.7
Professional fees	—
Severance and retention expenses	3.0
IBNR	1.8
Surety bonds	—
Post-petition workers comp	—
Union settlements	—
U.S. Steel purchase price adjustment	34.1
Wind down costs	3.6
Total Disbursements	55.2
Net Disbursements for the Period	$	(54.6	)
Ending Cash Balance including Restricted Cash, October 31, 2003	$	246.9

See notes to the combined financial statements

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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)

	October 31, 2003
ASSETS
Cash and cash equivalents	$	130.1
Restricted cash	116.8
Receivables— net	8.2
Property held for sale	8.1
Other assets	17.6
TOTAL ASSETS	$	280.8
LIABILITIES
Accounts payable	$	7.9
Salaries, wages, benefits and related taxes	7.4
Property taxes and other taxes	25.6
Other accrued liabilities	71.4
Liabilities subject to compromise	3,819.4
TOTAL LIABILITIES	3,931.7
NET LIABILITIES	$	(3,650.9	)

See notes to the combined financial statements

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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.  On October 23, 2003, the Court approved the First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors in Possession, as modified (the “Plan”).  The Plan contemplates that all remaining assets will be disposed of, all cash proceeds (net of expenses) will be distributed to creditors, and that all administrative tasks required to complete the wind-down of the debtors’ estates and their ultimate dissolution would be completed.  In addition to providing for these things, the Plan sets forth how net cash proceeds available for distribution to various creditor constituencies will be allocated and paid.  There will not be a recovery by our stockholders.

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 October 31, 2003 is $29.4 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 October 31, 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 October 31, 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.

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Note 2 – Restricted Cash

Restricted Cash consists of funds escrowed as designated by the Court as follows:

Real Estate Tax Escrow	$	10.2
Property Tax Escrow	29.0
Unsecured Creditor Escrowed Funds	25.0
Other Escrowed Funds	13.1
Letters of Credit	15.0
St. Paul Escrow	24.5
	$	116.8

Note 3 – Accounts Receivable

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

Balance, September 30, 2003	$	8.2
October billings	0.1
October collections	(0.1		)
Balance, October 31, 2003	$	8.2

Note 4 – Other Assets

Other assets at October 31, 2003 consists of the following:

Chapter 11 Retainers	$	1.0
Escrow deposits	16.3
Other	0.3
	$	17.6

Note 5 – Accounts Payable

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

Balance, September 30, 2003	$	11.1
October purchases	0.8
October payments	(4.0		)
Balance, October 31, 2003	$	7.9

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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:

	October 31, 2003
Accounts payable	$	132.5
Short-term borrowings	100.0
Pension liabilities, including minimum pension liabilities	2,145.4
Property taxes and other taxes	20.0
Other liabilities	96.2
Long-term obligations	176.6
Postretirement benefits other than pensions	1,148.7
	$	3,819.4

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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 October 31, 2003

Category
Interest Income	$	0.2
Property sales	0.1
Escrow Deposits	—
Other receipts	0.3
Total	$	0.6

PAYROLL INFORMATION

For the Month Ending October 31, 2003

Gross Payroll for the Period	$	2.6
Payroll Taxes Due but Unpaid	$	0.4

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.

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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

Case No.		Month Ended October 31, 2003
02-08699	National Steel Corporation (Delaware)	$	53,562,047
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
		$	53,562,047

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