UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
National Steel Corp.
(Name of Issuer)
Class B
(Title of Class of Securities)
63784430
(CUSIP Number)
Check the following box if a fee is being paid with this statement (X). (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13G
CUSIP NO. 63784430
Page 2 of 4 Pages
1 NAME OF REPORTING PERSON: Wanger Asset Management, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 36-3820584
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not applicable
a ( ) b ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER: None
6 SHARED VOTING POWER: 532,000
7 SOLE DISPOSITIVE POWER: None
8 SHARED DISPOSITIVE POWER: 532,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 532,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ( )
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.32%
12 TYPE OF REPORTING PERSON: IA
<PAGE>
SCHEDULE 13G
CUSIP NO. 63784430
Page 3 of 4 Pages
1 NAME OF REPORTING PERSON: Wanger Asset Management, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not applicable
a ( ) b ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER: None
6 SHARED VOTING POWER: 532,000
7 SOLE DISPOSITIVE POWER: None
8 SHARED DISPOSITIVE POWER: 532,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 532,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ( )
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.32%
12 TYPE OF REPORTING PERSON: CO
<PAGE>
SCHEDULE 13G
CUSIP NO. 63784430
Page 4 of 4 Pages
Item 1(a) Name of Issuer: National Steel Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
4100 Edison Lakes Parkway
Mishawaka, Indiana 46545-3440
Item 2(a) Name of Person Filing:
Wanger Asset Management, L.P. ("WAM");
Wanger Asset Management, Ltd., the sole general partner of
WAM ("WAM LTD.")
Item 2(b) Address of Principal Business Office:
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
Item 2(c) Citizenship:
WAM is a Delaware limited partnership.
WAM LTD. is a Delaware corporation.
Item 2(d) Title of Class of Securities:
Class B
Item 2(e) CUSIP Number: 63784430
Item 3 Type of Person:
(e) Investment adviser registered under section 203
of the Investment Advisers Act of 1940.
WAM LTD. is the sole general partner of WAM.
Item 4 Ownership (at December 31, 1993):
(a) Amount owned "beneficially" within the
meaning of rule 13d-3:
532,000 shares
(b) Percent of class: 5.32%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
none
(ii) shared power to vote or to direct the vote:
532,000
(iii) sole power to dispose or to direct the
disposition of: none
(iv) shared power to dispose or to direct
disposition of: 532,000
WAM serves as investment adviser to Acorn Investment
Trust, Series Designated Acorn Fund (the "Trust").
Various of WAM's limited partners and employees are
also officers and trustees of the Trust, but WAM does
not consider the Trust to be controlled by such persons.
Although the Trust is not controlled by WAM, pursuant
to rule 13d-3(a) the 405,000 shares beneficially owned
by the Trust, with respect to which the Trust has
delegated to WAM shared voting power and shared
dispositive power, are considered to be shares
beneficially owned by WAM by reason of such delegated
powers. In addition to the shares beneficially owned
by the Trust, other clients other clients of WAM may
own shares which are not included in the aggregate
number of shares reported herein because WAM does not
have or share voting or investment power over those
shares.
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
Item 6 Ownership of More Than Five Percent on behalf of Another Person:
The shares reported herein have been acquired on behalf of
discretionary clients of WAM. Persons other than WAM are
entitled to receive all dividends from, and proceeds from the
sale of, those shares.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 10, 1994 WANGER ASSET MANAGEMENT, LTD., for
itself and as general partner for
WANGER ASSET MANAGEMENT, L.P.
By: /s/ Robert M. Slotky
------------------------------------
Robert M. Slotky
Chief Financial Officer
