NATIONAL STEEL CORP
SC 13G, 1995-02-02
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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<PAGE>   1
                      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 Common Stock
                   -----------------------------------------
                         (Title of Class of Securities)

                                 637844309
                   -----------------------------------------
                               (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
         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 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).


                        (Continued on following page(s))

                               Page 1 of 6 Pages

<PAGE>   2


CUSIP NO. 637844309                 13G                   PAGE  2  OF 6  PAGES


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  
                                      UBS Asset Management (New York) Inc.
                                      13-2725861

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
  
            NEW YORK STATE
  
                    5    SOLE VOTING POWER
                        
                             399,000
                        
                        
   NUMBER OF        6    SHARED VOTING POWER
    SHARES              
 BENEFICIALLY                NONE
   OWNED BY             
     EACH               
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON              
     WITH                    919,000

                        
                    8    SHARED DISPOSITIVE POWER
                        
                             NONE
                        
  
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
                             919,000

  
  
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
  
  
  
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
                             6.4%
  
  
12   TYPE OF REPORTING PERSON*
  
                             IA


                      *SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>   3


                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 10549


                       ---------------------------------


                       SCHEDULE 13G UNDER THE SECURITIES

                              EXCHANGE ACT OF 1934


                       ---------------------------------




Item 1.    (a).    Name of Issuer:
                 
                   National Steel Corporation
                 
           (b).    Address of Issuer's Principal Executive Offices:
                 
                   4100 Edison Lakes Parkway
                   Mishawaka, IN 46545-3440
                   
                 
Item 2.    (a).    Name of Person Filing:
                 
                   UBS Asset Management (New York) Inc.
                 
                 
           (b).    Address of Principal Business Office:
                 
                   1211 Avenue of the Americas
                   New York, NY  10036-8796
                 
                 
                 
                 

                              Page 3 of 6 Pages


<PAGE>   4
        

Item 2.    (c).    Citizenship:
                 
                   Incorporated in New York State
                 
                 
           (d).    Title of Class of Securities:
                 
                   Class B Common Stock
                 
           (e).    CUSIP Number:
                 
                   637844309
                 
Item 3.            This statement is filed pursuant to Rule 13D-1(b) (2) by
                   an Investment Adviser registered under Section 203 of
                   the Investment Advisers Act of 1940.
                 
                 
Item 4.            Ownership.
                 
           (a).    Amount Beneficially Owned
                 
                   919,000
                 
           (b).    Percent of Class:
                 
                   6.4%
                 
           (c).    Number of Shares as to which UBS Asset Management (NY) has:
                 
                   (i)      sole power to vote or to direct the vote    399,000 
                          
                   (ii)     shared power to vote or to direct the vote  NONE   
                          
                   (iii)    sole power to dispose or to direct the      919,000 
                            disposition of                                 
                          
                   (iv)     shared power to dispose or to direct the    NONE
                            disposition of                                 
                          
                 
                 
                 
                 
                              Page 4 of 6 Pages


<PAGE>   5


Item 5.            Ownership of Five Percent or Less of a Class:
                 
                   If "Yes" is checked below, this statement is being filed to
                   report the fact that as of the date hereof UBS Asset 
                   Management (New York) Inc. has ceased to be the beneficial 
                   owner of more than 5% of the class of securities.
                 
                   YES                  NO   X
                       -----               -----
                 
Item 6.            Ownership of More Than Five Percent on Behalf of Another
                   Person:
                 
                   UBS Asset Management (New York) Inc. directs the holding
                   and/or voting of these securities on behalf of various 
                   clients, who are entitled to receive dividends from, and the
                   proceeds from the sale of, such securities.
                 
Item 7.            Identification and Classification of Subsidiaries 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
                 
                 
                 
                 
                 
                              Page 5 of 6 Pages



<PAGE>   6


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.
                 
                 
                 
                 
                                          UBS Asset Management (New York) Inc.
                 
                 
                 
                                          By:  Kinne S. Yon            
                                               ------------------------
                                               Title: Managing Director
                 




Dated: Holdings as of December 31, 1994





                               Page 6 of 6 Pages




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