8-K 1 natsteel8k.txt FORM 8-K 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 3, 2003 (October 23, 2003) NATIONAL STEEL CORPORATION ---------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-983 25-0687210 --------------- ----------------- --------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4100 Edison Lakes Parkway, Mishawaka, IN 46545-3440 ---------------------------------------- --------------- (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: 574-273-7000 N/A --------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 3. Bankruptcy or Receivership. (b) On October 23, 2003, the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the "Bankruptcy Court") entered an order (the "Confirmation Order") confirming the First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors in Possession, a copy of which is attached hereto as Exhibit 2.1, as modified by the Modification to the First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors in Possession, a copy of which is attached hereto as Exhibit 2.2, (the "Plan"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan. A copy of the Confirmation Order is attached hereto as Exhibit 2.3 and the press release announcing confirmation of the Plan and its key provisions is attached hereto as Exhibit 99.1. Through the Plan, National Steel Corporation and its affiliated debtors and debtors in possession (the "Debtors"), will liquidate its remaining assets, complete the wind-up of its business, and distribute the proceeds of their liquidation to their creditors. The Plan provides for the appointment of a Plan Administrator who will manage the liquidation. A description of the various classifications of claims against the Debtors and the treatment of such claims is contained in the Plan and the Disclosure Statement with Respect to the First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors in Possession, filed with the Bankruptcy Court on August 20, 2003. As of October 23, 2003, National Steel Corporation had 41,288,240 shares of common stock issued and outstanding. Information as to the assets and liabilities of National Steel Corporation as of September 30, 2003, the most recent practicable date prior to the confirmation date, is set forth in the unaudited monthly operating report of National Steel Corporation as of September 30, 2003, filed with the Commission as Exhibit 99.1 on Form 8-K on October 23, 2003, and incorporated by reference herein. ITEM 7. Financial Statements and Exhibits. (c) The following documents are filed as exhibits to this report: Exhibit Number Description -------- ----------- 2.1 First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors in Possession 2.2 Modification to the First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors in Possession 2.3 Order of the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, approving the First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors in Possession, as modified, under Chapter 11 of the Bankruptcy Code 99.1 Press Release, dated October 23, 2003, announcing Bankruptcy Court approval of the Plan 99.2 Unaudited monthly operating report of National Steel Corporation as of September 30, 2003, filed with the Commission as Exhibit 99.1 on Form 8-K on October 23, 2003, and incorporated by reference herein. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 3, 2003 NATIONAL STEEL CORPORATION Registrant By: /s/ Kirk A. Sobecki --------------------------- Kirk A. Sobecki President EXHIBIT INDEX Exhibit Number Description ------- ----------- 2.1 First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors in Possession 2.2 Modification to the First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors in Possession 2.3 Order of the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, approving the First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors in Possession, as modified, under Chapter 11 of the Bankruptcy Code 99.1 Press Release, dated October 23, 2003, announcing Bankruptcy Court approval of the Plan 99.2 Unaudited monthly operating report of National Steel Corporation as of September 30, 2003, filed with the Commission as Exhibit 99.1 on Form 8-K on October 23, 2003, and incorporated by reference herein.

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

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