-----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, UI6D3xOyWLkrLDhapuJtzomI4sfYYEACYWpPvurT2IrpWUynSr19XsPmCWAvbUb4 fZVl6py2REwOA50u0LzyFg== 0000909518-06-000738.txt : 20060803 0000909518-06-000738.hdr.sgml : 20060803 20060803100009 ACCESSION NUMBER: 0000909518-06-000738 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060803 DATE AS OF CHANGE: 20060803 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WHEELING PITTSBURGH CORP /DE/ CENTRAL INDEX KEY: 0000941738 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 550309927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50300 FILM NUMBER: 061000333 BUSINESS ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042342460 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL STEEL CO CENTRAL INDEX KEY: 0001049659 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: RUA LAURO MULLER STREET 2: 116 36 ANDAR CITY: RIO DE JANEIRO RJ BR STATE: D5 ZIP: 00000 425 1 nsc8-3_425.txt Filed by Companhia Siderurgica Nacional under its name translated into English: National Steel Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wheeling-Pittsburgh Corporation Commission File No.: 000-50300 FOR IMMEDIATE RELEASE COMPANHIA SIDERURGICA NACIONAL COMMENTS ON ------------------------------------------ TRANSACTION WITH WHEELING-PITTSBURGH ------------------------------------ Sao Paulo, Brazil, August 3, 2006 - Following the announcement earlier today by Wheeling-Pittsburgh Corporation (NASDAQ: WPSC) of an agreement with Companhia Siderurgica Nacional ("CSN") (NYSE: SID) on the framework for a merger to combine the North American assets of CSN, the second-largest fully-integrated steel producer in Brazil, with Wheeling-Pittsburgh, Marcos Lutz, executive vice president, Infrastructure & Energy, said: "We are very pleased by the significant progress we are making with Wheeling-Pittsburgh's board and management toward combining the North American steel producing assets of our respective companies and creating a much stronger competitor. Together with Wheeling-Pittsburgh, we have looked at this combination from the bottom-up, and through our rigorous analysis we know that this transaction has enormous industrial and economic logic. Not only will this transaction provide Wheeling-Pittsburgh's shareholders the best value for their investment, short and long-term, but equally important we believe it is the best choice for Wheeling-Pittsburgh's employees and union. "Furthermore, CSN provides Wheeling-Pittsburgh with a long-term slab agreement, capital infusion and realizable synergies that enhances the attractiveness of this transaction. CSN is a long term investor in the steel industry, and it is our goal to evolve the combined entities into a truly world class, low-cost steel producing enterprise that will compete successfully on both a regional and global basis," concluded Mr. Lutz. * * * An investor presentation providing additional detail has been made available on www.wpsc.com and will be filed with the SEC. ABOUT COMPANHIA SIDERURGICA NACIONAL CSN is a leading global steel producer with operations in Latin America, North America, and Europe. CSN is a fully integrated steel producer, the largest coated steel producer in Brazil, with current capacity of 21.5 million tons of iron ore, 5.6 million tons of crude steel, 5.1 million tons of rolled products and 2.9 million tons of coated steel capacity. CSN's process is based on the integrated steelworks concept that uses its own sources of iron ore and electrical power supply. In addition, CSN controls logistics assets - ports and railways - that enable an extremely cost efficient and reliable loading and unloading of slabs and ore for deep sea vessels. This integrated steelworks concept allows CSN to be one of the most cost competitive steel producers in the world. CSN has had operations in the United States since 2001 through its wholly-owned subsidiary CSN LLC (formerly known as Heartland Steel) located at Terre Haute, Indiana. CSN LLC has an annual production capacity of 1 million tons of cold-rolled, galvanized and hot rolled products. CSN shares are traded on the New York (NYSE) and Sao Paulo (BOVESPA) stock exchanges. ABOUT WHEELING-PITTSBURGH Wheeling-Pittsburgh was organized as a Delaware corporation on June 27, 1920 under the name Wheeling Steel Corporation. Its headquarters is located in Wheeling, WV, with major production facilities in the Upper Ohio and Monongahela valleys. Wheeling-Pittsburgh is a holding company that, together with its several subsidiaries and joint ventures, produces steel and steel products using both integrated and electric arc furnace technology. The Company has slab making production capacity of 2.8 million short tons and hot rolling capacity of 3.4 million short tons. Approximately 65 percent of its sales are comprised of high value-added products. FORWARD-LOOKING STATEMENTS CAUTIONARY LANGUAGE The information contained in this news release and the investor presentation, other than historical information, consists of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. In particular, statements containing estimates or projections of future operating or financial performance are not historical facts, and only represent a belief based on various assumptions, all of which are inherently uncertain. Forward-looking statements reflect the current views of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in such statements. These risks and uncertainties include, among others, factors relating to (1) the risk that the businesses of CSN Holdings and Wheeling-Pittsburgh will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) the ability of CSN, CSN Holdings and Wheeling-Pittsburgh to realize the expected benefits from the proposed strategic alliance, including expected operating efficiencies, synergies, cost savings and increased productivity, and the timing of realization of any such expected benefits; (3) lower than expected operating results for Wheeling-Pittsburgh for the remainder of 2006 or for the strategic alliance; (4) the risk of unexpected consequences resulting from the strategic alliance; (5) the risk of labor disputes, including as a result of the proposed strategic alliance or the failure to reach a satisfactory collective bargaining with the production employees; (6) the ability of the strategic alliance to operate successfully within a highly cyclical industry; (7) the extent and timing of the entry of additional competition in the markets in which the strategic alliance will operate; (8) the risk of decreasing prices for the strategic alliance's products; (9) the risk of significant supply shortages and increases in the cost of raw materials, especially carbon slab supply, and the impact of rising natural gas prices; (10) rising worldwide transportation costs due to historically high and volatile oil prices; (11) the ability of the strategic alliance to complete, and the cost and timing of, capital improvement projects, including upgrade and expansion of Wheeling-Pittsburgh's hot strip mill and construction of an additional galvanizing line; (12) increased competition from substitute materials, such as aluminum; (13) changes in environmental and other laws and regulations to which the strategic alliance are subject; (14) adverse changes in interest rates and other financial market conditions; (15) failure of the convertible financing proposed to be provided by CSN to be converted to equity; (16) changes in United States trade policy and governmental actions with respect to imports, particularly with respect to restrictions or tariffs on the importation of carbons slabs; and (17) political, legal and economic conditions and developments in the United States and in foreign countries in which the strategic alliance will operate. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, and any changes in such assumptions or factors could cause actual results to differ materially from current expectations. CSN, CSN Holdings and Wheeling-Pittsburgh assume no duty to update forward-looking statements. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained in CSN's and Wheeling-Pittsburgh's filings with the SEC. ADDITIONAL INFORMATION THIS NEWS RELEASE AND THE INVESTOR PRESENTATION SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE. If and when definitive documentation for the proposed strategic alliance is completed, the proposed strategic alliance will be submitted to Wheeling-Pittsburgh Corporation stockholders for their consideration. CSN Holdings will file a registration statement with the SEC, containing a preliminary proxy statement of Wheeling-Pittsburgh Corporation and a preliminary prospectus of CSN Holdings and other relevant documents concerning the proposed strategic alliance. STOCKHOLDERS OF WHEELING-PITTSBURGH ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, IF AND WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about CSN, CSN Holdings and Wheeling-Pittsburgh, at the SEC's website at www.sec.gov. CSN and CSN Holdings and their respective directors, authorized persons, executive officers and other employees may be deemed to be participants in the solicitation of proxies from the stockholders of Wheeling-Pittsburgh in connection with the proposed strategic alliance. Information about the directors and executive officers of CSN, including those acting as the authorized persons and executive officers of CSN Holdings LLC, is set forth in CSN's Annual Report on Form 20-F for the 2005 fiscal year, as filed on July 3, 2006. CSN and CSN Holdings and their respective directors, authorized persons and executive officers do not own any shares of WPC. Additional information regarding potential participants in the proxy solicitation and their respective interests may be obtained by reading the proxy statement/prospectus regarding the proposed strategic alliance if and when it becomes available. CONTACT INFORMATION: Investors: Marcos Leite Ferreira, Investors Relations Manager, +55-11-3049-7588 Media (U.S.): Jeremy Fielding or Laura Walters, Kekst and Company, +1-212-521-4800 -----END PRIVACY-ENHANCED MESSAGE-----