SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
National Steel Corporation
(Name of Issuer)
Class B Common Stock, par value $.01 per share
(Title of Class and Securities)
637844-30-9
(CUSIP Number of Class of Securities)
Edmund C. Duffy, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, N.Y. 10022
(212) 735-3000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 1, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 637844-30-9
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NKK U.S.A. Corporation 51-0312155
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not Applicable
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF None
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 22,100,000 (See Item 5)
REPORTING ___________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH
None
___________________________________
(10) SHARED DISPOSITIVE POWER
22,100,000 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,100,000 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
51.1% (See Item 5)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 637844-30-9
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NKK Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not Applicable
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY ___________________________________
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 22,100,000 (See Item 5)
PERSON ___________________________________
WITH (9) SOLE DISPOSITIVE POWER
None
___________________________________
(10) SHARED DISPOSITIVE POWER
22,100,000 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,100,000 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
51.1% (See Item 5)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON* (See Instructions)
CO
_________________________________________________________________
This statement amends and supplements the statement on
the Schedule 13D (the "Schedule 13D") filed with the Securities
and Exchange Commission on April 9, 1993, by NKK U.S.A.
Corporation and NKK Corporation relating to the Class B Common
Stock, par value $.01 per share, of National Steel Corporation.
Pursuant to Rule 13d-2(c) of the General Rules and Regulations
under the Securities Exchange Act and Item 101(a)(2)(ii) of
Regulation S-T, the text of the Schedule 13D has been restated in
its entirety and attached hereto as Annex I. Except as disclosed
herein, there has been no change in the information previously
reported in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented by adding the
following before the last paragraph thereof:
The Company issued 6,900,000 shares of new Class B
Common Stock in connection with its second public offering (the
"Second Offering"), which closed on February 1, 1995. As the
result of the Second Offering, the Filing Persons' ownership in
the Company has been diluted as described in Item 5.
Item 5. Interest in the Securities of the Issuer
Item 5(a) is hereby amended and restated as follows:
(a) As of the close of business on February 1, 1995,
NAC directly owned 22,100,000 shares of Class A Common Stock,
representing 100% of the shares of Class A Common Stock
outstanding on February 1, 1995. NAC currently is the sole owner
of the outstanding shares of Class A Common Stock, since NII
converted all of its holdings of Class A Common Stock it had held
as the result of Recapitalization Agreement (as explained in Item
6) into Class B Common Stock in October 1993. NKK may, by virtue
of holding all the common shares of NAC, be deemed to own
beneficially the Shares as to which NAC possesses a direct
beneficial ownership. Each share of Class A Common Stock is
entitled to two votes and each share of Class B Common Stock is
entitled to one vote and, except as otherwise required by law, the
Class A Common Stock and the Class B Common Stock vote together on
all matters submitted to a vote of Stockholders. Consequently, on
February 1, 1995, the Filing Persons held 67.6% of the voting
power of the outstanding Shares.
Each share of Class A Common stock is convertible into
Class B Common Stock on a one-to-one basis at any time at the
option of the holder. Accordingly, the Filing Persons are deemed
to beneficially own the 22,100,000 shares of Class B Common Stock
into which their Class A Common Stock is convertible. If all the
shares of Class A Common Stock held by the Filing Persons were
converted into Class B Common Stock, the Filing Persons would hold
22,100,000 shares of Common Stock, representing approximately
51.1% of the shares of Class B Common Stock, and 51.1% of the
aggregate voting power of all Shares, based upon the number of
Shares outstanding on February 1, 1995.
In the event that any share of Class A Common Stock
ceases to be owned by NAC or any entity in which NKK holds a
majority of the economic and voting interest, then without any
action on the part of the holder, each such share of Class A
Common Stock will automatically convert into a share of Class B
Common Stock. In the event that, at any time, NKK (including
entities in which NKK holds a majority of the economic and voting
interest) shall own Shares representing less than a majority of
the combined voting power of the then-outstanding capital stock of
the Company, then, without any action on the part of the holders
thereof, each outstanding share of Class A Common Stock will
automatically convert into a share of Class B Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented by adding the
following at the end thereof:
In connection with the Second Offering, NAC and NKK have
executed and delivered to the managing underwriters of the Second
Offering a letter agreement (the "Second Lock-Up Agreement"), a
copy of which is attached as Exhibit 2 hereto and incorporated
herein by reference, not to sell any shares of common stock of the
Company or any securities convertible into or exercisable or
exchangeable for such common stock, until 90 days after the date
of the prospectus relating to the Second Offering.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented by adding the
following at the end thereof:
Exhibit 2 - Second Lock-Up Agreement, dated January
25, 1995, among NKK Corporation, NKK
U.S.A. Corporation and J.P. Morgan
Securities Inc.
SIGNATURES
After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the information
set forth in this statement with respect to it is true, complete and
correct.
Dated: February 13, 1995
NKK CORPORATION
By:/s/ Yoichi Shimogaichi
Executive Vice President
NKK U.S.A. CORPORATION
By: /s/ Yoshitaka Fujitani
President
EXHIBIT INDEX
PAGE
Exhibit 2: Second Lock-Up Agreement dated January 8
25, 1995, among NKK Corporation, NKK
U.S.A. Corporation and J.P. Morgan
Securities Inc.
Annex I Schedule 13D filed with the Securities 10
and Exchange Commission on April 9,
1993, by NKK U.S.A. Corporation and
NKK Corporation relating to the Class
B Common Stock, Par value $.01 per
share of National Steel Corporation.
EXHIBIT 2
Second Lock-Up Agreement
January 25, 1995
National Steel Corporation
4100 Edison Lakes Parkway
Mishawaka, IN 46545
J.P. Morgan Securities Inc.
PaineWebber Incorporated
Salomon Brothers Inc
as representatives of the
Underwriters referred
to below
c/o J.P. Morgan Securities Inc.
80 Wall Street
New York, NY 10260
Dear Sirs:
The undersigned understands that J.P. Morgan
Securities Inc., PaineWebber Incorporated and Salomon
Brothers Inc., as representatives (the "Representatives") of
the several underwriters (the "Underwriters") have entered
into an Underwriting Agreement with National Steel
Corporation (the "Company"), providing for the public
offering by the Underwriters (the "Offering"), including the
Representatives, of Class B Common Stock of the Company.
In consideration of the Underwriters' agreement to
purchase and undertake the Offering of the Company's Class B
Common Stock and as a condition to the closing of such
purchase, and for other good and valuable consideration
receipt of which is hereby acknowledged, the undersigned
agrees that, without the prior written consent of J.P.
Morgan Securities Inc., the undersigned will not offer,
sell, contract to sell, or otherwise dispose of any shares
of common stock of the Company (including, without
limitation, shares of Class A Common Stock of the Company
and Class B Common Stock of the Company which may be deemed
to be beneficially owned by the undersigned in accordance
with Regulation 13D under the rules and regulations of the
Securities and Exchange Commission and shares of common
stock which may be issued upon exercise of a stock option or
warrant) or any securities convertible into or exercisable
or exchangeable for such common stock, until 90 days after
the date of the prospectus relating to the Offering.
In addition, the undersigned agrees that the
Company may, and that the undersigned will, cause the
transfer agent for the Company to note stop transfer
instructions with respect to such shares on the transfer
books and records of the Company.
The undersigned understands that the Company, the
Underwriters and the Representatives will proceed with the
closing of the Offering in reliance on this Lock-up
Agreement.
The undersigned hereby represents and warrants
that the undersigned has full power and authority to enter
into this letter agreement and that, upon request, the
undersigned will execute any additional documents necessary
or desirable in connection with the enforcement hereof. Any
obligations of the undersigned hereunder shall be binding
upon the successors and assignees of the undersigned.
Very truly yours,
NKK CORPORATION
By: /s/ Yoichi Shimogaichi
Executive Vice President
NKK U.S.A. CORPORATION
By: /s/ Yoshitaka Fujitani
President
ANNEX I
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
National Steel Corporation
(Name of Issuer)
Class B Common Stock, par value $.01 per share
(Title of Class and Securities)
637844-30-9
(CUSIP Number of Class of Securities)
Edmund C. Duffy, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, N.Y. 10022
(212) 735-3000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 30, 1993
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 637844-30-9
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NKK U.S.A. Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not Applicable
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY ___________________________________
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 22,100,000 (See Item 5)
PERSON ___________________________________
WITH (9) SOLE DISPOSITIVE POWER
None
___________________________________
(10) SHARED DISPOSITIVE POWER
22,100,000 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,100,000 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
68.8% (See Item 5)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 637844-30-9
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NKK Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not Applicable
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY ___________________________________
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 22,100,000 (See Item 5)
PERSON ___________________________________
WITH (9) SOLE DISPOSITIVE POWER
None
___________________________________
(10) SHARED DISPOSITIVE POWER
22,100,000 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,100,000 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
68.8% (See Item 5)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON* (See Instructions)
CO
_________________________________________________________________
Item 1. Security and Issuer
The class of equity securities to which this Statement
relates is the Class B Common Stock, par value $.01 per share (the
"Class B Common Stock"), of National Steel Corporation, a Delaware
corporation (the "Issuer" or the "Company"). The principal
executive offices of the Issuer are located at 4100 Edison Lakes
Parkway, Mishawaka, Indiana 46545-3440.
Item 2. Identity and Background
(a) The persons filing this Statement are NKK
Corporation, a Japanese corporation ("NKK"), and NKK U.S.A.
corporation, a Delaware corporation ("NAC" and together with NKK,
the "Filing Persons"). Attached as Exhibit A hereto and
incorporated herein by reference is an agreement among the Filing
Persons that this Statement is filed on behalf of each of them.
(b) The business address of NKK is 1-1-2 Marunouchi,
Chiyoda-Ku, Tokyo 100, Japan. The business address of NAC is 450
Park Ave., New York, NY 10022.
(c) NKK and NAC, through their subsidiaries,
manufacture steel and are engaged in engineering and construction.
Attached as Schedule I hereto and incorporated herein by reference
is a list of all executive officers and directors of each Filing
Person. Schedule I also sets forth the address, principal
occupation or employment and citizenship of each person listed
thereon.
(d) None of the Filing Persons or the persons set forth
on Schedule I hereto has, during the last five years, been
convicted in any criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e) None of the Filing Persons or the persons set forth
on Schedule I hereto has, during the last five years, been party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding it or he
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On February 3, 1993, NKK, NAC, National Intergroup, Inc.
("NII"), NII Capital Corporation ("NCC") and the Issuer entered
into a definitive agreement (the "Agreement"), a copy of which is
attached as Exhibit B hereto and incorporated herein by reference,
pursuant to which, among other things, the common stock of the
Issuer owned by NCC and NAC (the "Pre-Existing Common") was
redesignated (the "Redesignation") as Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), and 65,000,000
shares of Class B Common Stock were authorized. Each Share of
Class A Common Stock is convertible into Class B Common Stock on a
one-to-one basis at any time at the option of the holder and in
certain other situations described in Item 5. Shares of the Class
A Common Stock and the Class B Common Stock are referred to herein
collectively as "Shares".
The Redesignation became effective on March 30, 1993,
and the Filing Persons, as the beneficial owners of 22,100,000
shares of Class A Common Stock, became the beneficial owners of
22,100,000 shares of Class B Common Stock. See Item 5.
Item 4. Purpose of Transaction
The Class A Common Stock was acquired by the Filing
Persons as a result of the Redesignation described in Item 3.
The Redesignation occurred in connection with the public
offering of 10,000,000 shares of Class B Common Stock (the
"Offering"), which closed on March 30, 1993. Following the
Offering and by reason of the Redesignation, the Filing Persons
continue to exercise control over the business of the Issuer by
virtue of their ability to elect all of the members of the Board
of Directors of the Issuer and by virtue of their majority voting
power.
The Filing Persons have informed the Issuer that they
have no present intention to dispose of any shares of Class A
Common Stock or acquire shares of Class B Common Stock, but they
will periodically review their investment in the Issuer and may at
any time (subject to limitations set forth in the Agreement and the
Lock-Up Agreement described in Item 6) determine to decrease such
investment, or to purchase shares of Class B Common Stock, depending
upon various factors including, but not limited to, the price of the
Class B Common Stock, the terms and conditions for their purchase or
sale, general economic and stock market conditions, the Issuer's
business and prospects, foreign and/or domestic regulatory changes
and the amount of funds available to the Filing Persons.
Except as set forth in this Item 4, none of the Filing
Persons nor, to the best of their knowledge, any of the
individuals named in Schedule I hereto, has any plans or proposals
which relate to or which would result in any of the actions
specified in clauses (a) through (j) of this Item 4 of Schedule 13
D.
Item 5. Interest in the Securities of the Issuer
(a) As of the close of business on March 30, 1993, NAC
directly owned 22,100,000 shares of Class A Common Stock,
representing approximately 86.7% of the shares of Class A Common Stock
outstanding on March 30, 1993. NKK may, by virtue of holding all
the common shares of NAC, be deemed to own beneficially the Shares
as to which NAC possesses a direct beneficial ownership. Each
share of Class A Common Stock is entitled to two votes and each
share of Class B Common Stock is entitled to one vote and, except
as otherwise required by law, the Class A Common Stock and the
Class B Common Stock vote together on all matters submitted to a
vote of Stockholders. Consequently, on March 30, 1993, the Filing
Persons held 72.5% of the voting power of the outstanding Shares.
Each share of Class A Common stock is convertible into
Class B Common Stock on a one-to-one basis at any time at the
option of the holder. Accordingly, the Filing Persons are deemed
to beneficially own the 22,100,000 shares of Class B Common Stock
into which their Class A Common Stock is convertible. If all the
shares of Class A Common Stock held by the Filing Persons were
converted into Class B Common Stock, the Filing Persons would hold
22,100,000 shares of Class B Common Stock, representing approximately
68.8% of the shares of Class B Common Stock, and 56.8% of the
aggregate voting power of all Shares, based upon the number of
Shares outstanding on March 30, 1993.
In the event that any share of Class A Common Stock
ceases to be owned by NAC or any entity in which NKK holds a
majority of the economic and voting interest, then without any
action on the part of the holder, each such share of Class A
Common Stock will automatically convert into a share of Class B
Common Stock. In the event that, at any time, NKK (including
entities in which NKK holds a majority of the economic and voting
interest) shall own Shares representing less than a majority of
the combined voting power of the then-outstanding capital stock of
the Company, then, without any action on the part of the holders
thereof, each outstanding share of Class A Common Stock will
automatically convert into a share of Class B Common Stock.
(b) By reason of the Redesignation, the Filing Persons
may be deemed to share with each other the sole power to vote or
to direct the vote and to dispose or to direct the disposition all
the Class B Common Stock stated to be owned by them in Item 5(a).
(c) Except for the transactions in connection with the
Redesignation described in Item 3, there were no transactions in
Shares by the Filing Persons or any of the persons set forth on
Schedule I hereto that were effected during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
On June 26, 1990, NKK, NII and the company executed a
Stock Purchase and Recapitalization Agreement (the
"Recapitalization Agreement"), a copy of which is attached as
Exhibit C hereto and incorporated herein by reference, that
resulted in changes to the capital structure of the Company and
the relative percentage ownership positions of NKK and NII in the
Issuer. Pursuant to the terms of the Recapitalization Agreement,
in exchange for a portion of the Common Stock held by NII, the
Company issued to NII Series A Preferred Stock (the "Series A
Preferred") and Series B Preferred Stock (the "Series B
Preferred"). At that same time, NKK purchased from NII the Series
A Preferred and additional shares of Pre-Existing Common held by
NII, representing in the aggregate an additional 20% of the
capital stock of the Company, in exchange for $146.6 million in
cash and the Put Right (as defined below), resulting in NKK
obtaining a 70% ownership and voting interest in the Company and
in NII's ownership and voting interest in the Company decreasing
from 50% to 30%.
The Issuer agreed, pursuant to the Recapitalization
Agreement upon the request of NII and subject to certain
conditions, to file at any time after June 26, 1995 a registration
statement under the Securities Exchange Act of 1934 in order to
permit NII to offer and sell all of the shares of Pre-Existing
Common owned by it. NII would be required to pay all of the costs
of any such offering, including underwriting discounts and
commissions. In the event NII notifies the Issuer that it intends
to exercise its demand registration rights, however, NKK has the
ability for a period of 90 days to cause NII to negotiate in good
faith the sale to NKK of NII's shares of Pre-Existing Common. The
Issuer also granted NII and NKK the right, subject to certain
conditions and exceptions, to include all or any portion of each
of their shares of Pre-Existing Common in certain registration
statements covering offerings of Pre-Existing Common by the
Issuer. The Issuer has agreed to pay all of the costs associated
with the inclusion of any such shares in the Issuer's registration
statements, except underwriting discounts and commissions. In any
such case, the Issuer agreed to indemnify NII and/or NKK, as the
case may be, and their respective subsidiaries and affiliates and
their officers, directors and controlling persons against certain
liabilities in respect of any registration of their shares covered
by the above provisions. The Recapitalization Agreement also
provides NKK with certain rights of first refusal with respect to
shares of Pre-Existing Common held by NII with respect to which
NII intends to dispose of other than through the registration and
sale of such shares as described above. In addition, the
Recapitalization Agreement obligates NKK in certain circumstances
not to sell any of its shares of Pre-Existing Common except to its
affiliates or pursuant to a registration statement, unless NKK
causes the third party purchaser to offer to purchase a number of
shares of Pre-Existing Common held by NII as determined in
accordance with the provisions of the Recapitalization Agreement.
In connection with the execution of the Recapitalization
Agreement, the Issuer, NKK and NII entered into a Put Agreement,
dated June 26, 1990 (the "Put Agreement"), a copy of which is
attached as Exhibit D hereto and incorporated herein by reference.
The Put Agreement provides, among other things, for the ability of
NII to cause NKK to purchase, at defined purchase prices, NII's
rights to receive any dividend of mandatory redemption payment
owed but not paid by the Company to NII on account of NII's
ownership of the Series B Preferred.
The Agreement described in Item 4 amends in certain
respects the terms and conditions of the Recapitalization
Agreement. It provides that upon the request of NII at any time
after the 180 days following the date of the prospectus for the
Offering, and subject to certain conditions, the Issuer will file
a registration statement under the Securities Act in order to
permit NII to offer and sell all of the Shares owned by NII. In
addition, the registration rights provisions contained in the
Recapitalization Agreement would continue to apply for the benefit
of NKK and NII but only with respect to Class B Common Stock.
The Agreement further requires that NKK and NAC execute
and deliver to the managing underwriters of the Offering an
agreement (the "Lock-Up Agreement"), a copy of which is attached
as Exhibit E hereto and incorporated herein by reference, not to
sell any shares of capital stock of the Issuer owned by such
shareholders on or prior to the 180th day after the effective date
of the Offering.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement, dated April 8,
1993, among NKK Corporation and NKK
U.S.A. Corporation.
Exhibit B - Agreement, dated February 3, 1993, among
NII Corporation, NKK U.S.A. Corporation,
National Intergroup, Inc., NII Capital
Corporation and National Steel
Corporation.
Exhibit C - Recapitalization Agreement, dated June
26, 1990, among NKK Corporation, NII
Corporation and National Steel
Corporation.
Exhibit D - Put Agreement, dated June 26, 1990, among
NKK Corporation, NII Corporation and
National Steel Corporation.
Exhibit E - Lock-Up Agreement, dated March 3, 1993,
among NKK Corporation, NKK U.S.A.
Corporation and J.P. Morgan Securities.
SIGNATURES
After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the information
set forth in this statement with respect to it is true, complete and
correct.
Dated: April ___, 1993
NKK CORPORATION
By: /s/ Osamu Sawaragi
NKK U.S.A. CORPORATION
By: /s/ Yoshitaka Fujitani
EXHIBIT INDEX
PAGE
Exhibit A: Joint Filing Agreement dated 15
April 8, 1993, among NKK Corporation
and NKK U.S.A. Corporation.
Exhibit B: Agreement, dated February 3, 1993, 16
among NII Corporation, NKK U.S.A.
Corporation, National Intergroup, Inc.,
NII Capital Corporation and National
Steel Corporation.
Exhibit C: Recapitalization Agreement, dated 41
June 26, 1990, among NKK Corporation,
NII Corporation and National Steel
Corporation.
Exhibit D: Put Agreement, dated June 26, 1990, 105
among NKK Corporation, NII Corporation
and National Steel Corporation
Exhibit E: Lock-Up Agreement dated March 3, 1993, 120
among NKK Corporation, NKK U.S.A.
Corporation and J.P. Morgan Securities.
