Filed by Companhia Siderurgica Nacional
under its name translated into English: National Steel Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Wheeling-Pittsburgh Corporation
Commission File No.: 000-50300
On September 20, 2006, Companhia Siderurgica Nacional issued a press
release in Brazil, a translation of which is set forth below. The following
press release contains forward looking statements as discussed more fully below.
NOTICE TO THE MARKET
COMPANHIA SIDERURGICA NACIONAL
Rua Sao Jose n(0) 20, Grupo 1602, parte
Rio de Janeiro/RJ
Corporate Taxpayer's ID (CNPJ) # 33.042.730/0001-04
Companhia Siderurgica Nacional ("CSN" or "The Company") hereby confirms
that the discussions with the Wheeling-Pittsburgh Corporation ("WPC") regarding
the proposal for a strategic alliance with the Company continue in a positive
manner and emphatically denies the information disclosed this morning through a
US press release by the United Steelworkers Union ("USW"), according to which
the discussions between CSN and WPC have been supposedly interrupted.
The Company additionally announces that WPC and USW have agreed upon
October 15, 2006 as the end of the Union's effective period of "Right to Bid".
CSN reiterates that both companies are increasingly confident over the
possibility of executing the definitive merger agreements as soon as possible
after October 15, 2006. Subsequently, after the due legal filings by both
companies, WPC intends to hold a General Shareholders' Meeting in January 2007
to approve CSN's proposal.
"Any information that CSN's proposal has been withdrawn is totally
untrue", says Marcos Lutz, CSN's executive officer responsible for the
companies' integration process. "I would like to emphasize that there is
absolutely no change in relation to our goal of merging CSN LLC, located in
Indiana, USA, with the Wheeling-Pittsburgh Corporation. The recent negotiations
between the US company and the Union, which defined October 15 as the deadline
for the submission of an alternative proposal, is a positive fact and shows a
more flexible position on the part of the Union, which had initially applied for
a much longer term, up to 2007."
Marcos Lutz also stated that "if the Union is interested, CSN may
eventually consider submitting a proposal with a cash alternative for those
shareholders opting for more immediate profits."
Mr. James Bradley, WPC's CEO, added: "We continue to support the CSN
arrangements because they represent an outstanding opportunity to enhance
shareholder value while moving Wheeling-Pittsburgh to a new level of financial
and steel manufacturing performance. It also will benefit our current employees
and retirees, as well as future generations of Wheeling-Pittsburgh steelmakers".
In brief:
o The Wheeling-Pittsburgh General Shareholders' Meeting, scheduled for
November 17, 2006, will focus on the election of WPC's Board of
Directors.
o WPC's shareholders shall vote for a slate of directors comprised of
current Board Members and appointed by an independent committee or a
slate of directors appointed by Esmark.
o There will be no vote regarding the WPC merger proposals during this
Meeting.
o The General Shareholders' Meeting to approve CSN's offer shall be held
in January 2007.
o The United Steelworkers Union - USW and WPC have established the date
of October 15, 2006 as the deadline for the end of the Union's
effective period for a "Right to Bid".
Rio de Janeiro, September 19, 2006
Companhia Siderurgica Nacional
Benjamin Steinbruch
Investor Relations Officer
# # #
The information contained in the foregoing articles, 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, LLC 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
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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.
The foregoing shall not constitute an offer of any securities for sale. If and
when definitive documentation for the proposed strategic alliance is completed,
the proposed strategic alliance will be submitted to Wheeling-Pittsburgh
Corporation stockholders for their consideration. CSN Holdings will file a
registration statement with the SEC, containing a preliminary proxy statement of
Wheeling-Pittsburgh Corporation and a preliminary prospectus of CSN Holdings and
other relevant documents concerning the proposed strategic alliance.
Stockholders of Wheeling-Pittsburgh are urged to read the registration statement
and the definitive proxy statement/prospectus, and any other relevant documents
filed with the SEC, if and when they become available, as well as any amendments
or supplements to those documents, because they will contain important
information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about CSN,
CSN Holdings and Wheeling-Pittsburgh, at the SEC's website at www.sec.gov.
CSN and CSN Holdings and their respective directors, authorized persons,
executive officers and other employees may be deemed to be participants in the
solicitation of proxies from the stockholders of Wheeling-Pittsburgh in
connection with the proposed strategic alliance. Information about the directors
and executive officers of CSN, including those acting as the authorized persons
and executive officers of CSN Holdings LLC, is set forth in CSN's Annual Report
on Form 20-F for the 2005 fiscal year, as filed on July 3, 2006. CSN and CSN
Holdings and their respective directors, authorized persons and executive
officers do not own any shares of WPC.
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Additional information regarding potential participants in the proxy
solicitation and their respective interests may be obtained by reading the proxy
statement/prospectus regarding the proposed strategic alliance if and when it
becomes available.
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