<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): October 27, 1998
NATIONAL STEEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of 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 issued three press releases on October 27, 1998
announcing the following actions:
(1) Third quarter 1998 results, quarterly dividend and stock repurchase
program.
(2) The election of Mitsuoki Hino to its Board of Directors.
(3) Appointment of executive officers and realignment of marketing and
sales organization.
Copies of these press releases are attached hereto as Exhibit 99.1 99.3
respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press release dated October 27, 1998 regarding third quarter 1998
results
Exhibit 99.2 Press release dated October 27, 1998 regarding election of
Mitsuoki Hino to Board of Directors
Exhibit 99.3 Press release dated October 27, 1998 regarding appointment of
executive officers and realignment of marketing and sales
organization
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: October 30, 1998 By: /s/Glenn H. Gage
------------------------------------------
Glenn H. Gage
Senior Vice President and Chief Financial
Officer
<PAGE>
Exhibit 99.1
News Release
Media Contact: Clarence Ehlers
(219) 273-7327
Analyst/Investor Contact: Joseph A. Rainis
(219) 273-7158
NATIONAL STEEL ANNOUNCES THIRD QUARTER 1998 RESULTS,
QUARTERLY DIVIDEND AND STOCK REPURCHASE PROGRAM
Mishawaka, IN, October 27, 1998--National Steel Corporation (NYSE: NS) today
reported net income of $32.5 million for the third quarter of 1998, or $0.75 per
diluted common share, compared to $78.6 million, or $1.72 per diluted common
share, for the third quarter of 1997. Earnings in the most recent period were
positively impacted by an unusual credit related to a property tax refund
totaling $26.6 million while the third quarter of 1997 benefited by a net gain
totaling $28.8 million related to the sale of certain coal properties and the
re-evaluation of related reserves. Excluding the net impact of these items, net
income in the third quarter of 1998 totaled $11.2 million, or $0.26 per diluted
common share, compared to $51.5 million, or $1.11 per diluted common share, in
the third quarter of 1997.
Raw steel production totaled 1.62 million tons in the third quarter of 1998
compared to 1.65 million tons in the same 1997 period. Shipments declined ten
percent to 1.37 million tons in the third quarter of 1998 compared to 1.52
million tons in the year-earlier period.
"The third quarter was a very difficult period for both National Steel and the
domestic steel industry as record-high imports, above normal steel inventory
levels and a work stoppage at a major steel consumer severely impacted results,"
said Chairman and Chief Executive Officer Yutaka Tanaka. "Order rates, as a
result, have dropped considerably in recent months and led to our recent
decision to temporarily idle one of our blast furnaces. We hope that this
situation will reverse itself soon," concluded the chief executive.
-more-
<PAGE>
Exhibit 99.1
Net income for the first nine months of 1998 totaled $64.9 million, or $1.50 per
diluted common share, compared to $164.7 million, or $3.71 per diluted common
share, in the same period of 1997. Excluding the impact from non-recurring
items, net income in the first nine months of 1998 totaled $41.4 million, or
$0.96 per diluted common share, compared to the same period of 1997 total of
$120.2 million, or $2.57 per diluted common share. Operating income in the first
nine months of 1998, excluding the unusual credit of $26.6 million totaled $46.8
million compared to $154.5 million in the same 1997 period.
The Company's Board of Directors declared a quarterly common stock dividend of
$0.07 per share, payable on December 9, 1998 to shareholders of record as of the
close of business on November 20, 1998. The Board also has authorized the
repurchase of up to two million shares of its Class B Common Stock. The
transactions will be completed from time to time over the next several months,
depending on market conditions, through open market or privately negotiated
purchases.
All statements contained in this 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 Form 10-K for the year ended December 31, 1997 and the
Form 10-Q for the quarter ended June 30, 1998.
Headquartered in Mishawaka, Indiana, National Steel is the nation's fourth
largest integrated steel company, with annual shipments of approximately six
million tons of flat rolled products. National Steel employs approximately 9,400
people. Visit National Steel's website at: www. nationalsteel.com.
The Company's consolidated income statement and condensed balance sheets and
cash flows follow:
<PAGE>
Exhibit 99.1
NATIONAL STEEL CORPORATION
STATEMENTS OF CONSOLIDATED INCOME (Unaudited)
(In millions, except per share data)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
------- ------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $ 706.4 $ 788.7 $2,162.6 $2,371.2
Cost of products sold 615.2 653.7 1,908.0 2,007.0
Selling, general and administrative 41.4 38.0 112.9 107.4
Depreciation and amortization 32.4 31.2 95.9 103.4
Equity income of affiliates (0.8) (0.3) (1.0) (1.1)
Unusual credit (26.6) -- (26.6) --
------- ------- -------- --------
Income from Operations 44.8 66.1 73.4 154.5
Other (Income) Expense
Financing costs (net) 4.1 1.2 7.8 14.0
Net gain on disposal of non-core assets - (28.8) (2.7) (54.2)
------- ------- -------- --------
4.1 (27.6) 5.1 (40.2)
------- ------- -------- --------
Income Before Income Taxes and Extraordinary Item 40.7 93.7 68.3 194.7
Income tax provision (credit) 8.2 15.1 3.4 24.6
------- ------- -------- --------
Income Before Extraordinary Item 32.5 78.6 64.9 170.1
Extraordinary item -- -- -- (5.4)
------- ------- -------- --------
Net Income 32.5 78.6 64.9 164.7
Less preferred stock dividends -- 2.8 -- 8.2
------- ------- -------- --------
Net Income Applicable to Common Stock $ 32.5 $ 75.8 $ 64.9 $ 156.5
======= ======= ======== ========
PER SHARE DATA APPLICABLE TO COMMON STOCK:
Basic Earnings Per Share:
Income Before Extraordinary Item $ 0.75 $ 1.76 $ 1.50 $ 3.74
Extraordinary item -- -- -- (0.12)
------- ------- -------- --------
Net Income Applicable to Common Stock 0.75 1.76 1.50 3.62
======= ======= ======== ========
Weighted Average Shares Outstanding (in thousands) 43,288 43,288 43,288 43,288
Diluted Earnings Per Share:
Income Before Extraordinary Item $ 0.75 $ 1.72 $ 1.50 $ 3.71
Extraordinary item -- -- -- (0.12)
------- ------- -------- --------
Net Income Applicable to Common Stock 0.75 1.72 1.50 3.59
======= ======= ======== ========
Weighted Average Shares Outstanding (in thousands) 43,288 43,981 43,340 43,635
OPERATING STATISTICS (in thousands of tons):
Shipments 1,366 1,519 4,235 4,645
Raw steel production 1,618 1,648 4,737 4,926
</TABLE>
<PAGE>
Exhibit 99.1
NATIONAL STEEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In millions)
<TABLE>
<CAPTION>
September 30, December 31, September 30, December 31,
1998 1997 1998 1997
------------- ------------ ------------- ------------
Assets Liabilities and
Stockholders'
Equity
<S> <C> <C> <C> <C> <C>
Cash, cash equivalents Current liabilities $ 534.5 $ 637.4
and investments $ 122.9 $ 337.6
Receivables - net 302.2 284.3 Long term debt 288.5 311.0
Other long term
Inventories 485.3 374.2 liabilities 652.0 668.0
Deferred tax assets 8.6 8.6
-------- -------- -------- --------
Total current assets 919.0 1,004.7 Total liabilities 1,475.0 1,616.4
Property, plant and
equipment - net 1,217.7 1,229.0 Stockholders' equity 892.8 837.0
-------- --------
Other assets 231.1 219.8
-------- --------
Total Liabilities
Total Assets $2,367.8 $2,453.4 and Equity $2,367.8 $2,453.4
======== ======== ======== ========
</TABLE>
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited)
(In millions)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1998 1997
------ ------
<S> <C> <C>
Cash provided (used) by
operating activities: $ (93.9) $297.0
Investing Activities:
Purchases of property, plant
and equipment (net) (83.9) (101.4)
Proceeds from the sale
of non-core assets 3.3 317.6
------- ------
(80.6) 216.2
------- ------
Financing Activities:
Repayment of debt (30.4) (189.1)
Borrowings 8.0 2.7
Preferred stock dividends -- (3.2)
Common stock dividends (9.1) --
Other -- (15.7)
------- ------
(31.5) (205.3)
------- ------
Increase (Decrease) in Cash
and Cash Equivalents (206.0) 307.9
Cash and cash equivalents at
the beginning of the period 312.6 109.0
------- ------
Cash and cash equivalents at
the end of the period $ 106.6 $416.9
======= ======
</TABLE>
<PAGE>
Exhibit 99.2
News Release
- ------------
Media Contact: Clarence Ehlers
(219) 273-7327
Analyst/Investor Contact: Joseph A. Rainis
(219) 273-7158
MITSUOKI HINO ELECTED TO NATIONAL STEEL CORPORATION'S BOARD OF DIRECTORS
Mishawaka, IN, October 27, 1998 National Steel Corporation (NYSE:NS) today
announced that its Board of Directors has elected Mitsuoki Hino, General
Manager, Sales and Production Planning of NKK Corporation, as a director
effective October 26, 1998. Mr. Hino replaces Mr. Osamu Sawaragi who retired as
a director on October 25, 1998. Mr. Hino brings to National Steel nearly 27
years of experience and expertise in sales and production planning and has
worked at NKK's Keihin Works, Fukuyama Works and, most recently, the Steel
Division Headquarters in Tokyo.
Mr. Hino joined NKK Corporation, Japan's second largest steel company and
National Steel's majority shareholder, following graduation from the University
of Tokyo in 1971 with a B.S. degree in Law. Since joining NKK, Mr. Hino has
served in a number of high-ranking capacities. Prior to assuming his current
position as General Manager, Sales and Production Planning in 1995, Mr. Hino
served as Director of Human Resources from 1993 to 1995, and Senior Manager,
Planning from 1992 to 1993.
Headquartered in Mishawaka, Indiana, National Steel is the fourth largest
integrated steel company in the United States, with annual shipments of
approximately six million tons of flat rolled products. National Steel employs
approximately 9,400 people. Visit National Steel's website at:
www.nationalsteel.com.
<PAGE>
Exhibit 99.3
News Release
- ------------
Media Contact: Clarence Ehlers
(219) 273-7327
Analyst/Investor Contact: Joseph A. Rainis
(219) 273-7158
NATIONAL STEEL ANNOUNCES TOP EXECUTIVE CHANGES AND REALIGNMENT OF MARKETING AND
SALES ORGANIZATION
Mishawaka, IN, October 27, 1998 - National Steel Corporation (NYSE:NS) today
announced that its Board of Directors has approved the following appointments
and changes in responsibilities:
John F. Kaloski- Senior Vice President- Regional Division
James H. Squires- Senior Vice President- Granite City Division
Thomas A. Baird- Vice President Automotive and Container Sales
LeRoy A. Bordeaux- Vice President Construction and Sheet Sales
Mr. Kaloski joined the Company on August 1, 1998 as Senior Vice President-
Regional Operations, which consists of the Great Lakes Division in Ecorse,
Michigan and the Midwest Division in Portage, Indiana. Mr. Kaloski brought with
him thirty years of fully integrated steelmaking business experience and will
now have responsibility to oversee manufacturing and the Regional Division's
automotive, container, construction and sheet sales coordination. In his new
capacity, Mr. Kaloski will continue to report to National's President and Chief
Operating Officer, John A. Maczuzak.
James H. Squires has over forty years of steelmaking experience and has served
in a number of high-ranking capacities at the Granite City Division. Since
October 1996, Mr. Squires has served as Vice President and General Manager
Granite City Division. He will have responsibility for both the manufacturing
and construction and sheet sales coordination for the Granite City Division. He
will continue to report directly to Mr. Maczuzak.
Thomas A. Baird has over thirty-four years experience in National's marketing
and sales organization. Prior to assuming his most recent appointment, Mr.
Baird was the General Manager- Automotive Sales, a position he has held since
October 1993. In his new capacity, Mr. Baird will report directly to Mr.
Maczuzak for corporate commercial purposes and to Mr. Kaloski for day to day
coordination of commercial and operating activities.
-more-
<PAGE>
Exhibit 99.3
LeRoy A. Bordeaux has over thirty years of experience in marketing and sales for
National Steel. Prior to his most recent promotion, Mr. Bordeaux has served as
the General Manager Sheet Sales since August 1997. In his new capacity, Mr.
Bordeaux will report directly to Mr. Maczuzak for corporate commercial purposes
and to Mr. Squires for day to day coordination of commercial and operating
activities.
"This realignment will provide clearer responsibility and accountability to
customers and supports quicker decision making for improved customer focus. By
placing more direct marketing and sales responsibility at the manufacturing
level, these changes are expected to have a positive impact on National Steel's
customer service and profitability," said President and Chief Operating Officer
John A. Maczuzak.
"This organizational change is designed to better align sales and manufacturing
responsibilities with our strategic goal of becoming the number one steel
supplier," stated Mr. Yutaka Tanaka, Chairman and Chief Executive Officer of
National Steel.
All statements contained in this 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 Form 10-Q for the quarter ended June 30, 1998.
Headquartered in Mishawaka, Indiana, National Steel is the fourth largest
integrated steel company in the United States, with annual shipments of
approximately six million tons of flat rolled products. National Steel employs
approximately 9,400 people. Visit National Steel's website at:
www.nationalsteel.com.
