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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
FOR THE MONTH OF OCTOBER, 2006
COMMISSION FILE NUMBER 1-14732
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COMPANHIA SIDERURGICA NACIONAL
(Exact name of registrant as specified in its charter)
NATIONAL STEEL COMPANY
(Translation of Registrant's name into English)
AV. BRIGADEIRO FARIA LIMA 3400, 20 ANDAR
SAO PAULO, SP, BRAZIL
04538-132
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
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On October 25, 2006, Companhia Siderurgica Nacional ("CSN") and
Wheeling-Pittsburgh Corporation ("WPC") announced that they have entered into a
definitive agreement by which WPC will acquire the North American assets of CSN,
creating a strong, well-capitalized steel producer with a more flexible cost
structure, broader value-added product offering, access to CSN's product and
process technology, and significant long-term earnings potential.
The following is a translation of CSN's "Material Fact" announcement in Brazil
relating to the signing of the Agreement and Plan of Merger. A copy of CSN's
joint press release with WPC regarding the entry into the definitive agreement
is attached as Exhibit A hereto. The following "Material Fact" announcement and
the joint press release contain forward-looking statements as discussed more
fully below.
MATERIAL FACT
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COMPANHIA SIDERURGICA NACIONAL
Publicly Held Corporation
Rua Sao Jose n. 20, Grupo 1602, parte
Rio de Janeiro/RJ
CNPJ n. 33.042.730/0001-04
COMPANHIA SIDERURGICA NACIONAL ("CSN") hereby informs its shareholders and
the public that on October 24, 2006, CSN executed the Agreement and Plan of
Merger with Wheeling-Pittsburgh Corporation ("WPC"), by which CSN will
contribute certain assets, represented by its subsidiary Companhia Siderurgica
Nacional, LLC, located in the United States in Terre Haute, Indiana ("LLC"), in
exchange for 49.5% of the shares of the new company resulting from the merger of
the operations of WPC and LLC. The new company will have its shares listed on a
U.S. stock exchange.
This transaction also involves a loan by CSN, in the amount of US$ 225
million, which is convertible into an additional 14.5% of the equity of the new
company subject to the approval of the United Steelworkers union. Subject to
this approval, the total participation of CSN in the total capital of the new
company may be increased to up to 64%.
The implementation of the Agreement and Plan of Merger depends on certain
conditions, among them the approval by the local competition authorities and by
the stockholders of WPC at a meeting of the stockholders to be held at the
beginning of 2007.
This transaction reinforces the commitment of CSN with its
internationalization strategy, expanding its operations abroad.
Rio de Janeiro, October 25, 2006
Companhia Siderurgica Nacional
Benjamin Steinbruch
Investment Relations Executive Officer
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FORWARD-LOOKING STATEMENTS CAUTIONARY LANGUAGE
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The information contained in this news release and announcement, other than
historical information, consists of forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. In particular, statements containing estimates or projections of
future operating or financial performance are not historical facts, and only
represent a belief based on various assumptions, all of which are inherently
uncertain. Forward-looking statements reflect the current views of management
and are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those described in such statements. These
risks and uncertainties include, among others, factors relating to (1) the risk
that the businesses of CSN Holdings and Wheeling-Pittsburgh will not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) the ability of CSN, CSN Holdings and
Wheeling-Pittsburgh to realize the expected benefits from the proposed strategic
alliance, including expected operating efficiencies, synergies, cost savings and
increased productivity, and the timing of realization of any such expected
benefits; (3) lower than expected operating results for Wheeling-Pittsburgh for
the remainder of 2006 or for the strategic alliance; (4) the risk of unexpected
consequences resulting from the strategic alliance; (5) the risk of labor
disputes, including as a result of the proposed strategic alliance or the
failure to reach a satisfactory collective bargaining with the production
employees; (6) the ability of the strategic alliance to operate successfully
within a highly cyclical industry; (7) the extent and timing of the entry of
additional competition in the markets in which the strategic alliance will
operate; (8) the risk of decreasing prices for the strategic alliance's
products; (9) the risk of significant supply shortages and increases in the cost
of raw materials, especially carbon slab supply, and the impact of rising
natural gas prices; (10) rising worldwide transportation costs due to
historically high and volatile oil prices; (11) the ability of the strategic
alliance to complete, and the cost and timing of, capital improvement projects,
including upgrade and expansion of Wheeling-Pittsburgh's hot strip mill and
construction of an additional galvanizing line; (12) increased competition from
substitute materials, such as aluminum; (13) changes in environmental and other
laws and regulations to which the strategic alliance are subject; (14) adverse
changes in interest rates and other financial market conditions; (15) failure of
the convertible financing proposed to be provided by CSN to be converted to
equity; (16) changes in United States trade policy and governmental actions with
respect to imports, particularly with respect to restrictions or tariffs on the
importation of carbons slabs; and (17) political, legal and economic conditions
and developments in the United States and in foreign countries in which the
strategic alliance will operate. There is no guarantee that the expected events,
trends or results will actually occur. The statements are based on many
assumptions and factors, and any changes in such assumptions or factors could
cause actual results to differ materially from current expectations. CSN, CSN
Holdings and Wheeling-Pittsburgh assume no duty to update forward-looking
statements. Reference is made to a more complete discussion of forward-looking
statements and applicable risks contained in CSN's and Wheeling-Pittsburgh's
filings with the SEC.
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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, thereunto duly authorized.
Date: October 25, 2006
COMPANHIA SIDERURGICA NACIONAL
By: /s/ Benjamin Steinbruch
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Benjamin Steinbruch
Chief Executive Office and
Acting Chief Financial Officer
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FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These
statements are statements that are not historical facts, and are based on
management's current view and estimates of future economic circumstances,
industry conditions, company performance and financial results. The words
"anticipates", "believes", "estimates", "expects", "plans" and similar
expressions, as they relate to the company, are intended to identify
forward-looking statements. Statements regarding the declaration or payment of
dividends, the implementation of principal operating and financing strategies
and capital expenditure plans, the direction of future operations and the
factors or trends affecting financial condition, liquidity or results of
operations are examples of forward-looking statements. Such statements reflect
the current views of management and are subject to a number of risks and
uncertainties. There is no guarantee that the expected events, trends or results
will actually occur. The statements are based on many assumptions and factors,
including general economic and market conditions, industry conditions, and
operating factors. Any changes in such assumptions or factors could cause actual
results to differ materially from current expectations.
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