NATIONAL STEEL CORP
8-K, 1997-02-03
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                                   FORM 8-K


                                CURRENT REPORT


    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported):  January 31, 1997


                          NATIONAL STEEL CORPORATION

            (Exact name of registrant as specified in its charter)


                                   Delaware
                  (State or other jurisdiction incorporation)


         1-983                                        25-0687210
(Commission File Number)                   (IRS Employer Identification No.)


4100 Edison Lakes Parkway, Mishawaka, IN                 46545-3440
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code:     219-273-7000
<PAGE>
 
ITEM 5. OTHER EVENTS

National Steel Corporation ("NSC") issued a press release on January 31, 1997
announcing that it has entered into a definitive agreement with Bethlehem Steel
Corporation ("BSC") and North Limited ("North"), pursuant to which NSC and BSC
will sell to North their respective minority equity interests in Iron Ore
Company of Canada.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

99.1  Press release dated January 31, 1997.



                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.


                                        NATIONAL STEEL CORPORATION

Date: January 31, 1997                  By:  /s/ William E. McDonough
                                            ---------------------------
                                             William E. McDonough
                                             Acting Chief Financial Officer and 
                                             Treasurer    

<PAGE>
 
                                                                    EXHIBIT 99.1

                        [LETTERHEAD OF NATIONAL STEEL]

News Release
- ------------

           Media Contact:       Leon L. Judd
                                (219) 273-7631

Analyst/Investor Contact:       Joseph A. Rainis
                                (219) 273-7158

         NATIONAL STEEL TO SELL INTEREST IN IRON ORE COMPANY OF CANADA

Mishawaka, IN, January 31, 1997--National Steel Corporation (NYSE:NS) announced
today it has entered into a definitive agreement with North Limited and
Bethlehem Steel Corporation, pursuant to which National ("the Company") and
Bethlehem will sell to North their respective minority equity interests in Iron
Ore Company of Canada ("IOC"). National, which owns 21.7% of the shares of IOC,
will receive approximately $85 million in proceeds in exchange for its shares
and realize an after-tax gain of approximately $25 million. National will
continue to purchase iron ore from IOC under the terms of long-term contracts.

The transaction is subject to approval by the other shareholders of IOC and
customary governmental approvals. Closing of the transaction is presently
expected to occur late in the first quarter of 1997.

National intends to utilize the net sale proceeds to further strengthen its
balance sheet and is evaluating alternatives.

J.P. Morgan & Co. acted as financial advisor to National and Bethlehem in
connection with this transaction.

All statements contained in this press release, other than historical
information, are forward-looking statements. A variety of factors could cause
business conditions and the Company's actual results and experience to differ
materially from those expected by the Company or expressed in the Company's
forward-looking statements. Additional information concerning these factors is
available in the Company's most recent report on Form 10-Q for the quarter ended
September 30, 1996.

Headquartered in Mishawaka, Indiana, National is the nation's fourth largest
integrated steel company, with annual shipments of approximately six million
tons of flat rolled products. National employs approximately 9,500 people.


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