<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NATIONAL STEEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LETTERHEAD OF NATIONAL STEEL CORPORATION]
April 8, 1996
To All National Steel Corporation Stockholders:
It is a pleasure to invite you to our Annual Meeting of Stockholders which
will be held at the Adams Mark Hotel, 4th & Chestnut Streets, St. Louis,
Missouri on Tuesday, April 30, 1996 at 10:00 a.m. Central Daylight Time. Your
continued interest in our Company is appreciated, and I hope that as many of
you as possible will attend the Annual Meeting.
At the meeting you will be asked to elect nine directors to terms ending at
the next Annual Meeting of Stockholders and to ratify the appointment of Ernst
& Young LLP as National Steel's independent auditors for the fiscal year ending
December 31, 1996.
Regardless of the number of shares you own, it is important that they are
represented and voted at the meeting, whether or not you plan to attend.
Accordingly you are requested to sign, date and mail the enclosed proxy at your
earliest convenience.
On behalf of the Board of Directors, thank you for your cooperation and
continued support.
Sincerely,
/s/ V. John Goodwin
V. John Goodwin
President and
Chief Executive Officer
<PAGE>
[LOGO OF NATIONAL STEEL CORPORATION]
NATIONAL STEEL CORPORATION
4100 EDISON LAKES PARKWAY
MISHAWAKA, INDIANA 46545
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
The 1996 Annual Meeting of Stockholders of National Steel Corporation (the
"Company") will be held at the Adams Mark Hotel, 4th & Chestnut Streets, St.
Louis, Missouri on Tuesday, April 30, 1996 at 10:00 a.m. Central Daylight Time.
The Annual Meeting will be held for the following purposes:
1. To elect nine directors to serve until the next Annual Meeting of
Stockholders and until their successors have been elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1996; and
3. To transact any other business that may properly come before the
meeting.
March 15, 1996 has been designated as the date of record for the
determination of stockholders entitled to receive notice of and to vote at the
Annual Meeting and any adjournments thereof.
By order of the Board of Directors,
/s/ David A. Pryzbylski
David A. Pryzbylski
Secretary
April 8, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
MARK, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE WHICH HAS BEEN PROVIDED. YOU MAY REVOKE
YOUR PROXY AT ANY TIME BEFORE IT IS VOTED BY WRITTEN NOTICE TO
SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY
ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
<PAGE>
LOGO
PROXY STATEMENT
GENERAL INFORMATION FOR STOCKHOLDERS
This proxy statement is furnished in connection with the solicitation by the
Board of Directors of National Steel Corporation (the "Company") of proxies to
be voted at the Annual Meeting of Stockholders (the "Annual Meeting") to be
held on April 30, 1996 and at any and all adjournments of such Annual Meeting.
As of March 15, 1996, the record date for the Annual Meeting, there were
issued and outstanding 22,100,000 shares of Class A Common Stock, all of which
are owned by NKK U.S.A. Corporation, and 21,188,240 shares of Class B Common
Stock. Holders of Class A Common Stock are entitled to two votes per share
while holders of Class B Common Stock are entitled to one vote per share. The
Class A Common Stock and Class B Common Stock are sometimes referred to
collectively herein as the "Common Stock" of the Company.
This Proxy Statement and form of proxy were initially mailed to stockholders
on or about April 8, 1996. In addition to solicitation by mail, the Company
will request security dealers, banks, fiduciaries and nominees to furnish
proxy materials to beneficial owners of the Class B Common Stock of whom they
have knowledge and will reimburse them for their expenses for doing so.
Additional solicitation may be made by letter, telephone or telecopier by
officers and employees of the Company. In addition, the annual report of the
Company for the fiscal year ended December 31, 1995, including financial
statements, has been mailed to each stockholder of record and provided to
security dealers, banks, fiduciaries and nominees for mailing to beneficial
owners at the Company's expense.
All duly executed proxies received by management prior to the Annual Meeting
will be voted in accordance with the choices specified by stockholders on
their proxies. If no choice is specified by a stockholder, the shares of such
stockholder will be voted FOR the election of the nine nominees for directors
listed in this Proxy Statement that are to be elected by the holders of the
Company's Class A Common Stock and Class B Common Stock, voting together as a
single class, and FOR the ratification of the appointment of Ernst & Young LLP
as the independent auditors of the Company. Stockholders who execute proxies
may revoke them at any time before they are voted by filing with the Company a
written notice of revocation, by delivering a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person. Notice of
revocation should be sent to the Secretary of the Company at 4100 Edison Lakes
Parkway, Mishawaka, Indiana 46545.
It is the policy of the Company that proxies that identify the vote of
specific stockholders are kept confidential until the final vote is tabulated,
except in a contested proxy or consent solicitation or to meet applicable
legal requirements.
The Bylaws of the Company provide that, except as otherwise provided by law
or by the Certificate of Incorporation, the holders of a majority of the
voting power of the capital stock issued and outstanding and entitled to vote,
present in person or represented by proxy, but in no event less than one-third
of the shares entitled to vote at the meeting, shall constitute a quorum for
the transaction of business at the Annual Meeting. The Bylaws also provide
that (i) directors shall be elected by a plurality of the votes cast at the
Annual Meeting, and (ii) except as required by law, the Certificate of
Incorporation or the Bylaws, any other matter brought before the Annual
Meeting shall be decided by the vote of the holders of a majority of the
voting power of the capital stock represented and entitled to vote at the
Annual Meeting.
Votes cast at the Annual Meeting will be tabulated by the persons appointed
by the Company to act as inspectors of election for the Annual Meeting. The
inspectors of election will treat shares of voting stock represented by a
properly signed and returned proxy as present at the Annual Meeting for
purposes of determining a quorum, without regard to whether the proxy is
marked as casting a vote or abstaining. Likewise,
<PAGE>
the inspectors of election will treat shares of voting stock represented by
"broker non-votes" as present for purposes of determining a quorum at the
Annual Meeting. Broker non-votes as to particular proposals, however, will be
deemed shares not having voting power on such proposals, will not be counted
as votes for or against such proposals, and will not be included in
calculating the number of votes necessary for approval of such proposals.
"Broker non-votes" are proxies with respect to shares of voting stock held in
record name by brokers or nominees, as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote, (ii) the
broker or nominee does not have discretionary voting power under applicable
New York Stock Exchange Rules or the instrument under which it serves in such
capacity, and (iii) the record holder has indicated on the proxy card or
otherwise notified the Company that it does not have authority to vote such
shares on that matter. As a result of the foregoing, shares not voted, whether
by abstention, broker non-votes or otherwise, will have no effect on the
election of directors. However, abstentions as to other proposals will have
the same effect as a vote against the proposal.
The expense of this solicitation will be paid by the Company. Brokers and
certain other holders for beneficial owners will be reimbursed for out-of-
pocket expenses incurred in the solicitation of proxies from the beneficial
owners of shares held in their names. The Company has retained the services of
Corporate Investor Communications, Inc. to assist in the solicitation of
proxies for a fee not expected to exceed in the aggregate $2,500 plus
reasonable out-of-pocket expenses.
ELECTION OF DIRECTORS
Nine directors are to be elected to hold office for terms expiring on the
date of the 1997 Annual Meeting of Stockholders and until their successors are
duly elected and qualified, or until their earlier resignation, retirement, or
removal. All of the nominees have been designated by the Board of Directors.
All nominees are members of the present Board with the exception of Dr. Bruce
K. MacLaury who is standing for election for the first time. Edwin V. Clarke,
Jr. will retire upon completion of his present term as a director as of the
1996 Annual Meeting and is not a candidate for reelection. Each nominee has
consented to being named in the Proxy Statement as a nominee for director and
has agreed to serve as a director if elected. The proxies appointed by name in
the enclosed proxy form will vote as instructed by the stockholder for the
election of the nominees listed below. The proxies, however, reserve full
discretion to cast votes for any other person if any nominee shall be unable
to serve, or for good cause will not serve, except where authority is withheld
by the stockholder.
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
Set forth below for each nominee is his name and age; the date on which he
first became a director of the Company; the names of other companies of which
he serves as a director; and his principal occupation during at least the last
five years.
V. JOHN GOODWIN
Mr. Goodwin, age 52, has been a director of the Company since June 1, 1994.
He joined the Company as President, Chief Operating Officer and Director on
June 1, 1994. He was elected Chief Executive Officer on July 25, 1995. Prior
to joining the Company, Mr. Goodwin was employed by U.S. Steel Corporation for
approximately twenty-seven years beginning in 1967. From 1987 until his
departure in 1994, he served as the general manager of U.S. Steel's Gary
Works.
MASAYUKI HANMYO
Mr. Hanmyo, age 55, has been a director of the Company since November 3,
1993. Since 1963, he has been employed in various positions by NKK Corporation
("NKK"), the second largest steel maker in Japan, based upon production. He
has also been a director of NKK since 1992. Mr. Hanmyo was General Manager,
2
<PAGE>
Production Administration Department of Keihin Works from 1988 to 1991, and
was General Manager, Technology Planning and Coordination Department from 1991
to 1993.
FRANK J. LUCCHINO
Mr. Lucchino, age 56, has been a director of the Company since January 30,
1995. Since 1980 he has served as Controller of Allegheny County, Pennsylvania
and been a Partner with the law firm of Grogan, Graffam, McGinley & Lucchino,
PC. Mr. Lucchino also serves as a director of Rockwood Casualty Insurance
Company. In 1993, Mr. Lucchino was appointed by the President of the United
States to serve on the U.S. National Commission on Libraries and Information
Science, and his nomination was confirmed by the U.S. Senate. Mr. Lucchino is
also a member of the Board of Trustees of the University of Pittsburgh, The
Carnegie, the Carnegie Science Center, the Carnegie Library of Pittsburgh, and
the Western Pennsylvania Historical Society. Mr. Lucchino was nominated to
serve on the Board of Directors pursuant to a collective bargaining agreement
with the United Steelworkers of America.
DR. BRUCE K. MACLAURY
Dr. MacLaury, age 64, is standing for election as a director of the Company
for the first time. From 1977 to 1995, Dr. MacLaury served as President of the
Brookings Institution which is engaged in public policy research and
education. Dr. MacLaury also serves as a director of American Express Bank,
Ltd., the St. Paul Companies and the Vanguard Funds.
HIROSHI MATSUMOTO
Mr. Matsumoto, age 44, has been a director of the Company since June 1,
1994. He joined the Company as Vice President and Assistant to the Chief
Operating Officer on June 1, 1994. On July 25, 1995, Mr. Matsumoto was
appointed Vice President--Business & Strategic Planning and, effective
February 1, 1996, was appointed to his present position of Executive Vice
President, Corporate Planning and Development. From 1986 to 1994 he served NKK
America, Inc. as Senior Representative in their Washington, D.C. office.
OSAMU SAWARAGI
Mr. Sawaragi, age 67, has been a director of the Company since June 26,
1990. He was elected Chairman effective January 1, 1994. He is currently
serving NKK as Senior Management Counsel. Prior thereto, he served NKK as a
director beginning in 1984, Managing Director in 1986, Senior Managing
Director in 1989, and Executive Vice President from 1990 to 1994. Mr. Sawaragi
is Chairman of the Compensation Committee and a member of the Nominating
Committee.
KENICHIRO SEKINO
Mr. Sekino, age 59, has been a director of the Company since January 1,
1994. He was appointed to his present position of Vice Chairman of the Board
and Assistant to the Chairman on July 25, 1995. Mr. Sekino was employed in
various capacities with NKK Corporation since 1962. From 1994 to 1995, he
served as Senior General Manager, Steel Division. From 1991 to 1994 he served
as Senior General Manager, International Business Center, and from 1987 to
1991 he was President of NKK (UK) LTD. Mr. Sekino is Chairman of the
Nominating Committee.
ROBERT J. SLATER
Mr. Slater, age 58, has been a director of the Company since April 26, 1991.
He has been President and Director of Jackson Consulting, Inc., and/or its
predecessor companies since 1985. He is also a director of Southdown, Inc.,
Houston, TX and First Industrial Realty Trust, Inc., Chicago, IL. Mr. Slater
is Chairman of the Audit Committee and a member of the Compensation and
Nominating Committees.
3
<PAGE>
SUSUMU TERAO
Mr. Terao, age 43, has been a director of the Company since July 1, 1995. He
joined the Company in January 1995 as Director of Finance. Prior thereto, Mr.
Terao was employed by NKK Corporation for nineteen years. From 1990 to 1995,
he was Manager of NKK's Comptrollers' Department and International Business
Center.
THE BOARD OF DIRECTORS
The Board of Directors held 5 meetings during 1995.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has three standing committees: an Audit Committee, a
Compensation Committee and a Nominating Committee.
AUDIT COMMITTEE
The Audit Committee has responsibility for recommending to the Board of
Directors a firm of independent certified public accountants to serve as
auditors to be appointed by the Board, subject to ratification by the
stockholders at the Annual Meeting. In addition, the Audit Committee approves
the scope and fees of the annual audit and reviews the results and
recommendations of the independent auditors upon completion of the annual
audit. The Audit Committee also assists in evaluating the adequacy and
effectiveness of the Company's accounting procedures and internal controls.
The Audit Committee also has the authority to meet and confer with such
officers and employees of the Company as deemed appropriate in connection with
carrying out its responsibilities. The Audit Committee is presently comprised
of Mr. Slater, Chairman, and Mr. Clarke. Mr. Clarke will cease to be a member
of this Committee upon his retirement and completion of his present term as of
the 1996 Annual Meeting. The Audit Committee held 3 meetings in 1995.
COMPENSATION COMMITTEE
The duties of the Compensation Committee are to review and approve a
compensation philosophy and guidelines for the Company's executive officers
and directors. In addition, the Compensation Committee reviews and recommends
for approval by the Board of Directors base salaries, employment agreements,
stock option grants and any severance payments for any of the Company's
executive officers. The Committee also establishes, administers, amends and
terminates plans, policies and procedures regarding incentive compensation and
other performance based compensation arrangements; reviews the executive
officer succession program; and oversees compliance with all Securities and
Exchange Commission and other applicable laws and regulations pertaining to
the disclosure of compensation paid to executive officers and directors. The
Compensation Committee is presently comprised of Mr. Sawaragi, Chairman, and
Messrs. Clarke and Slater. Mr. Clarke will cease to be a member of this
Committee upon his retirement and completion of his present term as of the
1996 Annual Meeting. The Compensation Committee held 4 meetings during 1995.
NOMINATING COMMITTEE
The Nominating Committee has the authority to develop candidate
specifications for Board memberships and to make recommendations as to
candidates for election to the Board of Directors and as to candidates to fill
vacancies on the Board of Directors. The Nominating Committee will consider
nominees for election to the Board of Directors recommended by stockholders of
the Company. Suggestions for candidates, accompanied by biographical material
and material regarding the candidate's qualifications to serve as a director,
should be sent to the Secretary of the Company. This Committee is also
responsible for reviewing the qualifications of the candidate nominated to
serve as a director by the United Steelworkers of America pursuant to their
collective
4
<PAGE>
bargaining agreement with the Company. The Nominating Committee is presently
comprised of Mr. Sekino, Chairman, and Messrs. Sawaragi, Clarke and Slater.
Mr. Clarke will cease to be a member of this Committee upon his retirement and
completion of his present term as of the 1996 Annual Meeting. The Nominating
Committee held 2 meetings during 1995.
ATTENDANCE
All of the incumbent directors attended 100% of the Board and Committee
meetings held in 1995 during the period they were members of the Board or of a
Committee, except for Mr. Lucchino who was able to attend only 60% of the
meetings due to illness.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company or any of its subsidiaries
receive an annual fee of $24,000 plus a fee of $1,000 for attendance at each
meeting of the Board of Directors and at each meeting of a committee of the
Board of Directors. All directors are reimbursed for expenses incurred in
attending Board and committee meetings. In addition, each non-employee
director received, upon his initial election to the Board of Directors, a
stock option grant of 2,500 shares of Class B Common Stock at the then market
price pursuant to the terms of the 1993 National Steel Corporation Nonemployee
Directors Stock Option Plan. An additional stock option grant of 500 shares of
Class B Common Stock is granted to each non-employee director at each
anniversary of Board service. Each option grant will fully vest on the third
anniversary of the date of grant or upon disability, death or retirement,
whichever is earliest.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Company's Board of Directors (the
"Committee") reviews and approves the philosophy and guidelines for
compensation programs and develops recommendations for the Company's Board of
Directors regarding compensation levels for the Company's executive officers
and directors. The Committee is composed exclusively of independent directors
who are not eligible to participate in any of management's compensation
programs. The Committee presents the following report on compensation for the
Company's executive officers for 1995.
OVERVIEW AND PHILOSOPHY
In 1993, the Committee adopted a written statement of executive compensation
purposes, guiding principles and objectives which guide its evaluation and
determination of executive compensation programs. This statement was developed
by the Committee with the assistance of an independent compensation consultant
familiar with compensation policies within the industry and at other major
corporations. The statement provides that the purposes of executive
compensation are to:
. attract, motivate and retain outstanding team members;
. align their success with the Company's stockholders; thereby
. motivating them to enhance stockholder value by attaining the Company's
short and long term performance objectives.
One factor which the Committee considers in establishing its compensation
policies is the expected tax treatment to the Company and its executive
officers of the various forms of compensation and, in particular, the
limitations imposed by Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), on the corporate deduction for compensation paid to
certain executive officers. The deductibility of certain types of compensation
may depend upon factors which are beyond the Committee's control, such as the
timing of the executive officer's exercise of stock options and changes in
law. Consequently, the Committee may not, in all cases, limit executive
compensation to that amount which is deductible under Section 162(m) of the
Code. The
5
<PAGE>
Committee will, however, consider methods of preserving the deductibility of
compensation benefits to the extent that it is reasonably practicable and to
the extent that it is consistent with the Committee's other compensation goals
and objectives. In 1995, the Company was not affected by the limitations
imposed by Section 162(m) of the Code.
COMPONENTS OF EXECUTIVE OFFICER COMPENSATION
Individual executive officer compensation includes base salary, annual
incentive bonus and long term incentive compensation. With the assistance of
an independent consulting firm, the Committee determines the median amount of
base salary, annual incentive bonus and long term incentive compensation which
are appropriate for each executive officer position. These median amounts are
based upon compensation practices for comparable positions, as disclosed in
certain compensation surveys reviewed by the Committee, including surveys of
companies in the steel industry and surveys of general industrial companies.
In making its determination of median compensation amounts, the Committee
focuses on the salary, annual incentive bonus and long term incentive
compensation disclosed in these surveys for companies of comparable size and
scope of operations, including the five largest public integrated steel
companies with which the Company competes. However, since duties,
responsibilities and experience of an executive officer may differ from survey
norms in both content and scope, adjustments are made by the Committee, in its
judgment, for those factors. Therefore, compensation paid to some executive
officers may be lower, while compensation paid to other executive officers may
be higher, than median levels. All of the companies included in the Company's
peer group shown in the Performance Graph on page 15 of this Proxy Statement,
and many of the companies included in the Standard & Poors 500 index,
participate in the surveys reviewed by the Committee.
BASE SALARY
An increase in base salary for an executive officer is based on individual
performance, business performance and the median base salary amount for such
position. The Committee does not rely on any specific formula nor does it
assign specific weights to the factors used in determining base salaries.
On January 1, 1995, Mr. Goodwin's salary was increased to $390,000 to
reflect Mr. Goodwin's performance and the significant progress made by the
Company since Mr. Goodwin joined the Company in June of 1994. After this
increase, Mr. Goodwin's annual base salary rate continued to be below the
median salary level for his position as disclosed in the compensation surveys
reviewed by the Committee.
ANNUAL INCENTIVES
The 1995 Management Incentive Compensation Plan ("MICP") approved by the
Compensation Committee establishes the amount of annual incentive bonus paid
to each executive officer. Under the MICP, each executive officer is given an
annual incentive target, equal to a percentage of base salary. This target is
based upon the median annual incentive compensation amount for such position,
but can be adjusted by the Committee in its discretion, based upon its
evaluation of a particular executive officer's responsibilities and
performance. The MICP provides that each officer can earn a percentage of this
target amount, ranging from 0 to 150%, depending upon the extent to which the
Company achieves the net income target established by the Committee. This
percentage can also be adjusted by the Committee, in its discretion, in the
event of exceptional individual or Company performance or if other important
business or strategic objectives are met.
In February of 1996, Mr. Goodwin was paid a bonus of $280,000 pursuant to
the 1995 MICP. The amount of this bonus exceeded the percentage of Mr.
Goodwin's target amount which would have been payable under the MICP based
solely on the Company's actual net income during 1995. The Committee
determined, however, that this higher bonus amount was appropriate in view of
(a) the Company's record earnings during 1995, (b) the substantial progress
made by the Company during 1995 under Mr. Goodwin's leadership in achieving
certain business and strategic objectives, and (c) the fact that Mr. Goodwin's
base salary during 1995 was substantially less than the median level disclosed
in the salary surveys reviewed by the Committee.
6
<PAGE>
LONG TERM INCENTIVES
The Company's long term incentive compensation awards for executive officers
are designed to link executive compensation to the performance of the
Company's Class B Common Stock share price. These awards also provide a
retention incentive for participants. To date, the Company has only granted
stock options to executive officers and other key employees.
Effective as of January 3, 1995, the Committee and the Board of Directors
granted long term incentive awards in the form of nonstatutory stock options
under the Company's Long Term Incentive Plan to certain of the Company's
executive officers. The amount of these awards was based primarily upon the
median level of long term incentive award for each executive officer position;
however, the Committee also took into account its evaluation of the particular
officer's responsibilities and performance. These stock options vest
completely three years from the date the grants were awarded. The exercise
price for all options was equal to the market price of the Company's Class B
Common Stock on the date of the grant. Thus, these awards reward executives
only to the extent that the Company's Class B Common Stock share price
increases over that market price. On January 3, 1995, Mr. Goodwin was awarded
options to purchase 45,000 shares at an exercise price of $14.875 per share.
Effective as of July 25, 1995, the Committee approved the grant of
additional nonstatutory stock options under the Company's Long Term Incentive
Plan to certain of the Company's executive officers who, on that date, were
appointed to new positions with the Company. On this date, Mr. Goodwin was
appointed Chief Executive Officer (a position which had been vacant since June
of 1994) and was awarded options to purchase 100,000 shares at an exercise
price of $15.25 per share, which was equal to the market price on the date of
the grant. The Committee concluded that the size of this award was appropriate
in view of Mr. Goodwin's new responsibilities and the fact that his base
salary was not adjusted at the time of this appointment.
BENEFITS
The Company's executive officers also participate in pension, perquisite,
deferred compensation and other executive benefit programs. These programs are
designed to be within competitive standards as defined by the practices of
other major corporations.
The Compensation Committee believes the executive compensation policies and
programs serve the interests of the stockholders and the Company.
Compensation Committee
Osamu Sawaragi, Chairman
Edwin V. Clarke, Jr.
Robert J. Slater
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EXECUTIVE COMPENSATION
The following table sets forth separately, for the fiscal years indicated,
each component of compensation paid or awarded to, or earned by, the Chief
Executive Officer of the Company, and each of the other four most highly
compensated executive officers who were serving as executive officers at the
end of the last fiscal year (collectively referred to herein as the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------ ----------------
OTHER ANNUAL SECURITIES ALL OTHER
SALARY BONUS COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) OPTIONS/SARS (#) ($)(2)
- --------------------------- ---- -------- -------- ------------ ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
V. John Goodwin 1995 $390,000 $280,000 $47,972 145,000 $24,868
President and Chief 1994 175,000 225,000 4,130 100,000 --
Executive Officer (3) 1993 -- -- -- -- --
Hiroshi Matsumoto 1995 189,996 160,000 22,096 50,000 7,419
Executive Vice President, 1994 99,169 89,000 -- 30,000 --
Corporate Planning and 1993 -- -- -- -- --
Development (3)
David A. Pryzbylski 1995 185,004 155,000 15,034 15,000 13,389
Senior Vice President, 1994 96,250 86,626 213 30,000 --
Administration and 1993 -- -- -- -- --
Secretary (3)
George D. Lukes 1995 160,008 140,000 18,422 10,000 13,706
Senior Vice President, 1994 93,338 84,000 170 30,000 --
Quality Assurance and 1993 -- -- -- -- --
Customer Satisfaction (3)
David L. Peterson 1995 170,004 125,000 11,000 10,000 13,201
Vice President and General 1994 99,169 89,252 -- 30,000 --
Manager--Great Lakes 1993 -- -- -- -- --
Division (3)
</TABLE>
- --------
(1) The amount shown represents amounts paid to the Named Executive Officer
for reimbursement of taxes.
(2) The amount shown for 1995 includes (a) the Company's contribution to the
National Steel Retirement Savings Program for Messrs. Goodwin, Pryzbylski,
Lukes and Peterson in the amounts of $6,000, $5,717, $4,734 and $4,967
respectively; (b) the dollar value of life insurance premiums paid by the
Company on behalf of the Named Executive Officer for Messrs. Goodwin,
Matsumoto, Pryzbylski, Lukes and Peterson in the amounts of $15,768,
$7,419, $7,672, $8,972 and $8,234 respectively; and (c) the Company's
contribution to the Executive Deferred Compensation Plan for Mr. Goodwin
in the amount of $3,100.
(3) Each of the Named Executive Officers became an executive officer of the
Company on June 1, 1994.
8
<PAGE>
STOCK OPTION TABLES
The following table contains information relating to stock option grants
made under the Company's Long Term Incentive Plan to the Named Executive
Officers in 1995.
OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
NUMBER OF SECURITIES PERCENT OF TOTAL OPTIONS EXERCISE OR BASE
UNDERLYING OPTIONS GRANTED TO EMPLOYEES PRICE EXPIRATION GRANT DATE PRESENT
NAME GRANTED (1)(#) IN FISCAL YEAR ($/SHARE) (2) DATE VALUE ($)(3)
- ---- -------------------- ------------------------ ---------------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
V. John Goodwin 100,000 23.4% $15.250 07/25/05 $1,067,500
45,000 10.5% 14.875 01/03/05 468,563
Hiroshi Matsumoto 30,000 7.0% 15.250 07/25/05 320,250
20,000 4.7% 14.875 01/03/05 208,320
David A. Pryzbylski 15,000 3.5% 14.875 01/03/05 156,240
George D. Lukes 10,000 2.3% 14.875 01/03/05 104,160
David L. Peterson 10,000 2.3% 14.875 01/03/05 104,160
</TABLE>
- --------
(1) All options shown are nonstatutory stock options to purchase shares of the
Company's Class B Common Stock. Options can be exercised after three years
but no more than ten years from the date of grant while the optionee is in
the employ of the Company. Notwithstanding the foregoing, in the event
that termination of employment is by reason of retirement, permanent
disability or death, the options may be exercised in whole or in part
within 24 months of the date of any such occurrence, to the extent they
have vested as described in the Long Term Incentive Plan agreement. In the
event of a change in control, as defined in the Long Term Incentive Plan,
all options become immediately exercisable unless provided otherwise at
the time of grant of such options.
(2) The exercise price for all option grants was equal to the fair market
value of the Class B Common Stock on the grant date.
(3) The grant date present value was determined using the Black-Scholes
valuation methodology with the following assumptions:
<TABLE>
<CAPTION>
ASSUMPTIONS
-----------
<S> <C>
Expected Volatility............................................. 0.514
Expected Dividend Yield......................................... 0.000%
Expected Risk Free Rate of Return............................... 6.250%
Expected Timing of Exercise..................................... 10 years
Black-Scholes Ratio............................................. 0.700
</TABLE>
The Company does not advocate or necessarily agree that the Black-Scholes
model can properly determine the value of an option. The actual value, if any,
a Named Executive Officer may realize will depend on the excess of the stock
price over the exercise price on the date the option is exercised so that
there is no assurance the value realized by an individual will be at or near
the value estimated by the Black-Scholes model.
9
<PAGE>
The following table sets forth certain information concerning options to
purchase the Company's Class B Common Stock which were exercised by the Named
Executive Officers during 1995 and the value of unexercised options held by
the Named Executive Officers as of December 31, 1995.
AGGREGATED OPTION EXERCISES IN 1995 AND DECEMBER 31, 1995 OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES UNDERLYING IN-THE-MONEY OPTIONS
UNEXERCISED OPTIONS AT DECEMBER 31, 1995
AT DECEMBER 31, 1995 (#) ($)(1)
SHARES ACQUIRED VALUE ----------------------------------- -------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ --------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
V. John Goodwin......... 0 $0 33,333 211,667 $0 $0
Hiroshi Matsumoto....... 0 0 10,000 70,000 0 0
David A. Pryzbylski..... 0 0 10,000 35,000 0 0
George D. Lukes......... 0 0 10,000 30,000 0 0
David L. Peterson....... 0 0 10,000 30,000 0 0
</TABLE>
- --------
(1) None of the outstanding stock options held by the Named Executive Officers
were in-the-money as of December 31, 1995, as they all have exercise
prices in excess of the $12.875 closing price for the Company's Class B
Common Stock on December 29, 1995.
PENSION PLANS
The following table shows the annual benefits payable under the Company's
qualified defined benefit retirement plan along with the non-qualified
retirement plans, which provide for the payment of retirement benefits in
excess of certain maximum limitations imposed by the Internal Revenue Code, to
eligible employees in various earnings groups and with various periods of
service. Benefits shown are computed at the plan's normal retirement age of 65
based on a straight life annuity.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE ANNUAL YEARS OF SERVICE
ELIGIBLE COMPENSATION -----------------------------------------------------
PRECEDING RETIREMENT 10 15 20 25 30 35
--------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000............... $ 13,500 $ 20,500 $ 27,000 $ 34,000 $ 40,500 $ 47,500
150,000............... 20,500 31,000 41,500 51,500 62,000 72,500
200,000............... 28,000 42,500 56,500 70,500 84,500 98,500
250,000............... 35,500 53,500 71,500 89,000 107,000 125,000
300,000............... 43,000 65,000 86,500 108,000 129,500 151,000
350,000............... 50,500 76,000 101,500 126,500 152,000 177,500
400,000............... 58,000 87,500 116,500 145,500 174,500 203,500
450,000............... 65,500 98,500 131,500 164,000 197,000 230,000
500,000............... 73,000 110,000 146,500 183,000 219,500 256,000
600,000............... 88,000 132,500 176,500 220,500 264,500 308,500
700,000............... 103,000 155,000 206,500 258,000 309,500 361,000
800,000............... 118,000 177,500 236,500 295,500 354,500 413,500
900,000............... 133,000 200,000 266,500 333,000 399,500 466,000
</TABLE>
Eligible compensation covered by the Company's retirement plans include the
eligible employee's base salary, before reduction for any salary deferral
agreements, and MICP awards paid for the sixty highest consecutive months
during the last ten years of employment. Benefits paid under the Company's
plans are not subject to reduction for social security payments received by
the Company's executive officers.
10
<PAGE>
MICP awards are shown in the bonus column of the Summary Compensation Table
in the year in which they were earned. Eligible compensation under the
retirement plans includes the bonus in the year in which the payment was made
and, as such, MICP awards earned in a particular year are included in the
following year as eligible compensation under the retirement plans.
The years of service and amount of eligible compensation under the
retirement plans for the Named Executive Officers, as of December 31, 1995,
are as follows:
<TABLE>
<CAPTION>
YEARS OF ELIGIBLE
NAME SERVICE COMPENSATION
---- -------- ------------
<S> <C> <C>
V. John Goodwin..................................... 28.17* $498,947
Hiroshi Matsumoto................................... 1.58 254,631
David A. Pryzbylski................................. 16.25* 254,451
George D. Lukes..................................... 27.58* 228,850
David L. Peterson................................... 24.58* 242,163
</TABLE>
- --------
*The number of years shown includes years of service with a prior employer
in the following amounts: for Mr. Goodwin 26.58 years, for Mr. Pryzbylski
14.67 years, for Mr. Lukes 26 years and for Mr. Peterson 23 years. The
benefits of each of these officers under the Company's qualified defined
benefit retirement plan and non-qualified retirement plans will be reduced
by the amount of their pension benefits from the previous employer. See
discussion below under the caption "Employment Agreements".
EMPLOYMENT AGREEMENTS
Mr. Goodwin has an employment agreement with the Company which expires on
June 1, 1999. Under the terms of the agreement, as an inducement for
employment, Mr. Goodwin was granted options to purchase 100,000 shares of the
Company's Class B Common Stock at an exercise price of $14 per share. The
agreement provides for a minimum annual base salary of at least $300,000 and
annual incentive compensation targeted initially at 50% of base salary. For
purposes of determining his pension benefit, Mr. Goodwin will receive credit
for 26.58 years of service with his previous employer, and his benefits from
the Company will be reduced by his pension benefits from his previous
employer. The agreement also provides that the Company will provide retiree
health care to Mr. Goodwin under certain circumstances. In the event that the
agreement is terminated prior to its expiration date either by the Company
without cause, or by Mr. Goodwin for good reason, then the Company must pay
Mr. Goodwin a lump sum payment equal to two times the amount of his annual
salary and the pro-rata portion of the annual incentive bonus under the MICP
for the year in which the termination occurs. In such event, the Company must
also provide Mr. Goodwin with the benefits to which he would have been
entitled under the Company's retirement plans had his employment continued
until the later of age 55 or the date of termination.
Messrs. Pryzbylski, Lukes and Peterson are each a party to an agreement with
the Company which provides that, for purposes of determining the executive
officer's pension benefit with the Company, the executive officer will receive
credit for his years of service with his previous employer, and his benefits
from the Company will be reduced by his pension benefits from his previous
employer. Each of these agreements also provides that the Company will provide
retiree health care to the executive officer under certain circumstances.
11
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth the number of shares of the Company's Class B
Common Stock and the number of shares of common stock of NKK Corporation
beneficially owned by each of the Company's directors, nominees for director
and Named Executive Officers and by the Company's directors and executive
officers as a group as of March 1, 1996 in the case of the Company's Class B
Common Stock and as of December 31, 1995 in the case of NKK Corporation common
stock. None of the Company's directors, nominees for director or Named
Executive Officers beneficially owned any shares of the Company's Class A
Common Stock. Except as otherwise indicated, each director, nominee for
director and Named Executive Officer had sole voting and investment power with
respect to any shares beneficially owned.
<TABLE>
<CAPTION>
CLASS B COMMON STOCK OF
NKK CORPORATION STOCK COMPANY
----------------------------- ------------------------------
NUMBER OF SHARES PERCENT OF NUMBER OF SHARES PERCENT OF
NAME BENEFICIALLY OWNED CLASS BENEFICIALLY OWNED CLASS
---- ------------------ ---------- ------------------ ----------
<S> <C> <C> <C> <C>
Edwin V. Clarke, Jr..... 0 0 6,000 *
V. John Goodwin......... 0 0 34,333(1) *
Masayuki Hanmyo......... 20,400 * 0 0
Frank J. Lucchino....... 0 0 100 *
Dr. Bruce K. MacLaury... 0 0 0 0
Hiroshi Matsumoto....... 5,000 * 12,000(1) *
Osamu Sawaragi.......... 90,800 * 2,500(1) *
Kenichiro Sekino........ 14,000 * 0 0
Robert J. Slater........ 0 0 5,500(1) *
Susumu Terao............ 11,000 * 0 0
George D. Lukes......... 0 0 10,700(1) *
David L. Peterson....... 0 0 11,000(1) *
David A. Pryzbylski..... 0 0 10,500(1) *
All directors and
executive officers
as a group (22
persons)............... 141,200 * 148,325(1)(2) *
</TABLE>
- --------
*Less than 1% of the outstanding shares on March 1, 1996 in the case of the
Company's Class B Common Stock and on December 31, 1995 in the case of NKK
Corporation common stock.
(1) Includes shares which the individual has the right to acquire through the
exercise of stock options which are exercisable within 60 days of March 1,
1996 in the following amounts: for Mr. Goodwin 33,333 shares; for Mr.
Matsumoto 10,000 shares; for Mr. Sawaragi 2,500 shares; for Mr. Slater
2,500 shares; for Mr. Lukes 10,000 shares; for Mr. Peterson 10,000 shares;
for Mr. Pryzbylski 10,000 shares; and for all directors and executive
officers as a group 118,333 shares.
(2) Includes 3,692 shares held by the trustee of the Company's Salaried
Employees Retirement Savings Program.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors and persons who own greater
than 10% of a class of the Company's equity securities to file with the
Securities and Exchange Commission an initial statement of beneficial
ownership and certain statements of changes in beneficial ownership of equity
securities of the Company. Based solely upon a review of the copies of the
forms furnished to the Company, or written representations from certain
reporting persons that Forms 5 were not required, the Company believes that
all Section 16(a) filing requirements with respect to its officers and
directors were met, except that the initial statement of beneficial ownership
for Mr. Joseph Dudak, Vice President of the Company, was filed late.
12
<PAGE>
ADDITIONAL INFORMATION RELATING TO VOTING SECURITIES
The following table sets forth the only holders known to the Company to
beneficially own more than 5% of the Company's Class A Common Stock or Class B
Common Stock as of March 1, 1996, unless otherwise indicated.
<TABLE>
<CAPTION>
PERCENT OF TOTAL
NAME AND ADDRESS OF BENEFICIAL NUMBER OF SHARES CLASS OF PERCENT OF CLASS COMMON STOCK
OWNER BENEFICIALLY OWNED COMMON STOCK OUTSTANDING OUTSTANDING
- ------------------------------ ------------------ ------------ ---------------- ----------------
<S> <C> <C> <C> <C>
NKK U.S.A. Corporation............ 22,100,000(1) Class A 100% 51.05%
32 Loockerman Square
Dover, Delaware 19901
Donald Smith & Co., Inc........... 4,183,700(2) Class B 19.75% 9.66%
15 Essex Road
Paramus, New Jersey 07652
Crabbe Huson Group, Inc........... 3,447,800(3) Class B 16.27% 7.96%
121 SW Morrison, Suite 1400
Portland, Oregon 97204
Vanguard/Windsor Funds, Inc....... 3,094,500(4) Class B 14.60% 7.15%
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
Wellington Management Company..... 3,094,500(5) Class B 14.60% 7.15%
75 State Street
Boston, Massachusetts 02109
Pioneering Management Corporation. 2,729,400(6) Class B 12.88% 6.31%
60 State Street
Boston, Massachusetts 02109
</TABLE>
- --------
(1) NKK has sole voting and investment power with respect to all shares of
Class A Common Stock. As reported in a Schedule 13D dated February 13,
1995 filed with the Securities and Exchange Commission, NKK had sole
voting and investment power with respect to 22,100,000 shares of Class B
Common Stock listed as beneficially owned as a result of its ownership of
Class A Common Stock convertible into an equal number of shares of Class B
Common Stock.
(2) According to a Schedule 13G dated February 7, 1996 filed with the
Securities and Exchange Commission, Donald Smith & Co., Inc. reported that
it had sole voting power with respect to 2,783,700 shares and sole
dispositive power with respect to 4,183,700 shares.
(3) According to a Schedule 13G dated February 13, 1996 filed with the
Securities and Exchange Commission, Crabbe Huson Group, Inc. reported that
it had shared voting power and shared dispositive power with respect to
660,400 shares which are owned by the Crabbe Huson Equity Fund, Inc. and
135,600 shares which are owned by the Crabbe Huson Asset Allocation Fund,
Inc. The Crabbe Huson Group, Inc. also reported that it had shared voting
power and shared dispositive power with respect to 2,651,800 shares owned
by approximately 21 investors for whom it serves as an investment advisor.
(4) According to a Schedule 13G dated February 2, 1996 filed with the
Securities and Exchange Commission, Vanguard/Windsor Funds, Inc. reported
that it had sole voting power and shared dispositive power with respect to
3,094,500 shares. Wellington Management Company has filed a Schedule 13G
which indicates that it may also be considered the beneficial owner of
these same shares. See footnote (5).
(5) According to a Schedule 13G dated January 31, 1996 filed with the
Securities and Exchange Commission, Wellington Management Company reported
that it had shared dispositive power with respect to 3,094,500 shares.
Vanguard/Windsor Funds, Inc. has filed a Schedule 13G which indicates that
it may also be considered the beneficial owner of these same shares. See
footnote (4).
13
<PAGE>
(6) According to a Schedule 13G dated January 8, 1996 filed with the
Securities and Exchange Commission, Pioneering Management Corporation
reported that it had sole voting power and shared dispositive power with
respect to 2,729,400 shares.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company had borrowings outstanding with an NKK affiliate, related to the
rebuild of the No. 5 coke oven battery at the Great Lakes Division, totaling
$177.1 million as of December 31, 1995. During 1995, the Company paid $152.9
million in principal (including prepayments of $133.3 million) and recorded
$19.7 million in interest expense related to this loan. Accrued interest on
the loan as of December 31, 1995 was $5.1 million. Additionally, deferred
financing costs related to the loan were $2.5 million as of December 31, 1995.
Effective as of May 1, 1995, the Company entered into an Agreement for the
Transfer of Employees with NKK Corporation (superseding a prior arrangement).
This Agreement was unanimously approved by all directors of the Company who
were not then, and never have been, employees of NKK. Pursuant to the terms of
this Agreement, significant technology is provided on a perpetual royalty-free
basis to the Company through NKK employees who are transferred to the employ
of the Company. The Company has agreed to reimburse NKK for the costs and
expenses incurred by NKK in connection with the transfer of the employees. The
total amount of reimbursable expenses which the Company is obligated to pay is
capped at $11.7 million for the initial term of the Agreement which runs from
May 1, 1995 through December 31, 1996. The Agreement can be extended from year
to year thereafter if approved by NKK and by a majority of those directors of
the Company who are not then, and have never been, employees of NKK.
COMPARISON OF TOTAL RETURN
The chart on the following page compares the Company's total stockholder
return on its Class B Common Stock for the period beginning March 23, 1993,
the date of the initial public offering of the Company's Class B Common Stock,
and ending December 31, 1995, with the cumulative return of the Standard &
Poors Composite 500 stock index and a peer group consisting of the U.S. Steel
Group of USX Corporation, Bethlehem Steel Corporation, and Inland Steel
Industries, Inc. These comparisons assume an investment of $100 on March 23,
1993 in Class B Common Stock of the Company, the Standard & Poors Composite
500 stock index and the peer group. Cumulative total returns are calculated
assuming reinvestment of dividends, and the peer group index is weighted to
reflect the market capitalization of the index members. The peer group
companies are direct business competitors of the Company and were selected
based on similarities in product offerings, customers and markets served and
the extent of the trading history of the company's stock.
The comparisons in this graph are required by the Securities and Exchange
Commission and are not intended to forecast or be indicative of possible
future performance of the Company's stock.
14
<PAGE>
TOTAL RETURN TO SHAREHOLDERS
NATIONAL STEEL CORPORATION: 3/23/93-12/31/95
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPANY/INDEX 3/23/93 6/30/93 12/31/93 6/30/94 12/31/94 6/30/95 12/31/95
------------- ------- ------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
National Steel 100 145.54 85.71 111.61 105.36 110.72 91.97
S&P 500 100 101.14 106.16 102.56 107.56 129.22 147.83
Peer Group 100 105.15 115.00 101.46 103.12 95.83 83.60
</TABLE>
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
On January 30, 1996, the Board of Directors appointed Ernst & Young LLP to
serve as independent auditors for the Company for the fiscal year ended
December 31, 1996, subject to ratification of such appointment at the 1996
Annual Meeting of Stockholders.
Ratification of the appointment requires the favorable vote of a majority of
the voting power of the outstanding shares of Common Stock present at the
meeting and constituting a quorum. If the stockholders do not ratify this
appointment, the selection of the independent auditors will be reconsidered by
the Board of Directors.
Representatives of Ernst & Young LLP will be present at the Annual Meeting
and will be given an opportunity to make a statement if they desire to do so.
They will also be available to respond to appropriate questions.
The Board of Directors unanimously recommends a vote FOR the appointment of
Ernst & Young LLP as auditors.
15
<PAGE>
PROPOSALS OF STOCKHOLDERS
In order to be considered for inclusion in the Company's proxy statement and
proxy for the Annual Meeting of Stockholders to be held in 1997, proposals of
stockholders pursuant to Securities and Exchange Commission Rule 14a-8 intended
to be presented at the 1997 Annual Meeting must be received in writing by the
Secretary of the Company no later than December 9, 1996 and otherwise meet the
requirements of that rule.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
Annual Meeting other than those set forth in the Notice of Annual Meeting.
However, if any other matters do come before the Annual Meeting, it is intended
that the holders of proxies will vote thereon in their discretion.
By order of the Board of Directors,
/s/ David A. Pryzbylski
David A. Pryzbylski
Secretary
April 8, 1996
Mishawaka, Indiana
16
<PAGE>
PROXY
FIDELITY MANAGEMENT TRUST COMPANY
If I sign and return this proxy to you, you are instructed to cause all National
Steel Corporation Common Stock in my National Steel Retirement Savings Plan or
National Steel Represented Employee Retirement Savings Plan Account to be voted
at the Annual Meeting of Shareholders of National Steel Corporation, to be held
on April 30, 1996, and any adjournment thereof, as follows:
As indicated by me on the reverse side, but, if I make no indication as to a
particular matter, then unless otherwise indicated, as recommended by management
on such matters, and, on such other matters as may properly come before the
meeting. The Trustee will keep the vote completely confidential.
If the Trustee does not receive a properly executed proxy by April 25, 1996 the
Trustee shall vote the shares represented by this proxy in the same proportion
as it votes those shares for which it does receive a properly executed proxy.
(OVER)
(Please sign on reverse side)
<PAGE>
Please mark [X]
your votes as
indicated in
this example.
1. ELECTION OF DIRECTORS
FOR WITHHOLD NOMINEES: V. John Goodwin
all nominees AUTHORITY Masayuki Hanmyo
listed to the right to vote for all Frank J. Lucchino
(except as marked nominees listed Dr. Bruce K. MacLaury
to the contrary) to the right Hiroshi Matsumoto
Osamu Sawaragi
[_] [_] Kenichiro Sekino
Robert J. Slater
Susumu Terao
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- -----------------------------------------------------------------------------
2. Ratification of the appointment of Ernst & Young as the Company's
independent auditors for 1996.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign exactly as name appears. When shares
are held by joint tenants, both should sign. When
signing as attorney, executor, administrator,
trustee, or guardian, please give full title as
such. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
Dated: ______________________________________, 1996
---------------------------------------------------
(Signature)
---------------------------------------------------
(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
<PAGE>
PROXY
NATIONAL STEEL CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints V. John Goodwin and David A. Pryzbylski the
proxies, each with power to act alone and with power of substitution, and hereby
authorizes them to represent and vote, all the shares of Class B Common Stock of
National Steel Corporation which the undersigned is entitled to vote at the
Annual Meeting to be held April 30, 1996 or any adjournment thereof as
designated herein and, in their discretion, upon such other matters as may
properly come before the meeting.
(Continued, and to be marked, dated and signed, on the other side)
<PAGE>
Please mark [X]
your votes as
indicated in
this example.
1. ELECTION OF DIRECTORS
FOR WITHHOLD NOMINEES: V. John Goodwin
all nominees AUTHORITY Masayuki Hanmyo
listed to the right to vote for all Frank J. Lucchino
(except as marked nominees listed Dr. Bruce K. MacLaury
to the contrary) to the right Hiroshi Matsumoto
Osamu Sawaragi
[_] [_] Kenichiro Sekino
Robert J. Slater
Susumu Terao
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- -----------------------------------------------------------------------------
2. Ratification of the appointment of Ernst & Young as the Company's
independent auditors for 1996.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign exactly as name appears. When shares
are held by joint tenants, both should sign. When
signing as attorney, executor, administrator,
trustee, or guardian, please give full title as
such. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
Dated: ______________________________________, 1996
---------------------------------------------------
(Signature)
---------------------------------------------------
(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
