SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
NATIONAL STEEL COMPANY (COMPANHIA SIDERURGICA NACIONAL)
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(Name of Issuer)
COMMON SHARES
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(Title of Class of Securities)
20440W 10 5
(American Depositary Shares)
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(CUSIP Number)
Rubens dos Santos
Vicunha Siderurgia S.A.
Rua Lauro Muller, n(0) 116, 36(0) andar, parte
Rio de Janeiro, RJ, Brazil (5511) 6190-2311
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(Name and Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 15, 2001, April 23, 2002 and November 4, 2002
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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CUSIP NO. 20440W 10 5 13D Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSON VICUNHA STEEL S.A.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION FEDERATIVE REPUBLIC OF BRAZIL
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7. SOLE VOTING POWER
NUMBER OF
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 33,337,090,988*
OWNED BY
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 33,337,090,988*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 33,337,090,988*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY 46.48%
AMOUNT IN ROW (9)
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14. TYPE OF REPORTING PERSON CO
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---------------
* Consists of shares held of record by Vicuna Steel Metallurgy Co. (Vicunha
Siderurgia S.A.), an indirect subsidiary of Vicunha Steel S.A.
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CUSIP NO. 20440W 10 5 13D Page 3 of 8 Pages
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1. NAMES OF REPORTING PERSON VICUNHA ACOS S.A.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION FEDERATIVE REPUBLIC OF BRAZIL
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7. SOLE VOTING POWER
NUMBER OF
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 33,337,090,988*
OWNED BY
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 33,337,090,988*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 33,337,090,988*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY 46.48%
AMOUNT IN ROW (9)
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14. TYPE OF REPORTING PERSON CO
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* Consists of shares held of record by Vicuna Steel Metallurgy Co. (Vicunha
Siderurgia S.A.), an indirect subsidiary of Vicunha Acos S.A.
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CUSIP NO. 20440W 10 5 13D Page 4 of 8 Pages
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1. NAMES OF REPORTING PERSON VICUNA STEEL METALLURGY CO.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (translation of filer's
name into English)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS SC, WC, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION FEDERATIVE REPUBLIC OF BRAZIL
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7. SOLE VOTING POWER
NUMBER OF
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 33,337,090,988
OWNED BY
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 33,337,090,988
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 33,337,090,988
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY 46.48%
AMOUNT IN ROW (9)
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14. TYPE OF REPORTING PERSON CO
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CUSIP NO. 20440W 10 5 13D Page 5 of 8 Pages
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1. SECURITY AND ISSUER
This statement relates to Common Shares, with no par value (the
"Shares"), of Companhia Siderurgica Nacional (the "Company"), a Brazilian
company. The Shares trade on the New York Stock Exchange in the form of American
Depository Shares, each representing 1,000 Shares. The principal executive
offices of the Company are located at Rua Lauro Muller 116, 36(0)
andar, Rio de Janeiro, RJ, Brazil.
2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of Vicunha Steel S.A. ("Vicunha Steel"),
its wholly owned subsidiary Vicunha Acos S.A. ("Vicunha Acos") and Vicunha
Acos's wholly owned subsidiary Vicuna Steel Metallurgy Co. ("Vicunha
Siderurgia"). Vicunha Steel, Vicunha Acos and Vicunha Siderurgia are Brazilian
companies, and their respective principal businesses consist of (i) holding the
shares of its subsidiaries (in the case of Vicunha Steel), (ii) holding the
shares of Vicunha Siderurgia (in the case of Vicunha Acos) and (iii) holding an
equity interest in the Company (in the case of Vicunha Siderurgia). The
principal office and principal place of business for Vicunha Steel is located at
Rua Ivai, n(0) 207, 5(0) andar, Sao Paulo, SP, Brazil. The principal office and
principal place of business for Vicunha Acos is located at Rua Itacolomi, n(0)
412, 5(0) andar, sala 02, Sao Paulo, SP, Brazil. The principal office and
principal place of business for Vicunha Acos is located at Rua Itacolomi, n(0)
412, 5(0) andar, sala 02, Sao Paulo, SP, Brazil. The principal office and
principal place of business for Vicunha Siderurgia is located at Rua Lauro
Muller, n(0) 116, 36(0) andar - parte, Rio de Janeiro, RJ, Brazil. Vicunha
Steel, Vicunha Acos and Vicunha Siderurgia are sometimes referred to herein as
"Reporting Persons".
(a)-(c); (f) The name, business address, present principal
occupation or employment and principal business and address of any
corporation or other organization in which such employment is conducted
for each controlling person and each of the directors and executive
officers of the Reporting Persons are set forth in Schedule I hereto.
Each person listed in Schedule I is a citizen of Brazil.
(d) and (e) During the last five years, none of the Reporting
Persons and, to the best of their knowledge, none of the other persons
listed in Schedule I hereto, have been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors), nor
has any of them been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws, or
finding any violation with respect to such laws, and which judgment,
decree or final order was not subsequently vacated.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On March 15, 2001, Vicunha Siderurgia purchased an additional
12,832,702,997 Shares from Bradespar S.A. and 9,932,540,996 Shares from Caixa de
Previdencia dos Funcionarios do Banco do Brasil - Previ ("Previ") in a
privately negotiated transaction. The total consideration paid by Vicunha
Siderurgia for this purchase was the Brazilian reais equivalent of
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CUSIP NO. 20440W 10 5 13D Page 6 of 8 Pages
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US$1,182,230,685. The sources of the funds used to make this purchase were (i)
dividends and interest on equity paid by the Company, including dividends and
interest on equity paid as of March 15, 2001 from the proceeds from the sale by
the Company to Litel Participacoes S.A. and Eletron S.A. of its interest in
Valepar S.A., through which the Company indirectly owned shares of Companhia
Vale do Rio Doce ("CVRD"), and (ii) the issuance by Vicunha Siderurgia of
R$1,938,849,000 in principal amount of its Sixth Series of Debentures of First
Issue (the "Debentures").
4. PURPOSE OF TRANSACTION
The acquisition which required the original filing of this statement
was part of a larger transaction between certain shareholders of the Company and
certain indirect shareholders of CVRD to eliminate their cross-ownership in
these companies. The initial Stock Purchase and Sale Agreement, dated May 31,
2000, and the definitive Stock Purchase and Sale Agreement, dated December 31,
2000, by and among the shareholders of the Company named therein and the
shareholders of CVRD named therein, were attached to the original (paper) filing
of this statement as Exhibits II-A and II-B, respectively. As a result of the
consummation of these agreements, Vicunha Siderurgia became the direct owner of
46.5% of the issued and outstanding Shares of the Company, and Vicunha Steel and
Vicunha Acos became beneficial owners of such Shares.
At the present time, none of the Reporting Persons and, to the best of
their knowledge, none of the persons listed on Schedule I hereto, have any plans
or proposals that relate to, or would result in, any of the transactions
described in paragraphs (a) - (j) of Item 4 of Schedule 13D, except as described
under Item 6.
5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Vicunha Siderurgia owns 33,337,090,988 Shares with the power to
vote and dispose of such Shares. Vicunha Acos, by virtue of its
ownership of Vicunha Siderurgia, and Vicunha Steel, by virtue of
its ownership of Vicunha Acos, share the power to vote and dispose
of such Shares. No person listed on Schedule I hereto owns or has
any interest in more than 1% of the outstanding Shares other than
indirectly through their ownership of shares of Vicunha Steel.
(c) None.
(d) None.
(e) Not Applicable.
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CUSIP NO. 20440W 10 5 13D Page 7 of 8 Pages
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6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The shareholders' agreement dated April 23, 1993, as amended on March
27, 2000, which was described under this item in the original filing of this
statement, terminated on April 23, 2002.
Pursuant to a Pre-Emption Agreement for the Acquisition of Stocks,
Participation in CSN's Control Premium ("the "Pre-Emption Agreement"), dated
March 9, 2001, by and among BNDES Participacoes S.A. ("BNDESPAR") and the
persons listed on Schedule I as controlling persons of Vicunha Steel, the
parties thereto have agreed to certain restrictions on transfers of Shares owned
by Vicunha Siderurgia.
Pursuant to the Private Deed for Issuance of Non-Convertible Debentures
with Collateral Security and Reorganization Clause to the Sixth Series of
Debentures of First Issue of Vicunha Siderurgia S.A. (the "Deed"), among Vicunha
Siderurgia, as Issuer, Vicunha Acos, Vicunha Steel and the shareholders of
Vicunha Steel, as guarantors, BNDESPAR, the Company and the Trustee named
therein, Vicunha Siderurgia has pledged the Shares to guarantee the performance
of its obligations with respect to the Debentures. The Deed includes, among
other provisions, (i) restrictions on the transfer of Shares by Vicunha
Siderurgia, (ii) an agreement by Vicunha Siderurgia to maintain at least 46.5%
of all Shares of the Company subject to the pledge and (iii) an agreement by
Vicunha Siderurgia to cause the Company to pay annual cash dividends of at least
25% of the Company's adjusted net profit and to restrict the payment of non-cash
dividends. In addition, BNDESPAR, as long as it holds Debentures, may convert
Debentures into Shares at any time after 2 years from the date of issuance. In
the event of a default by Vicunha Siderurgia under the Deed, the Trustee may
sell the Shares subject to the pledge on behalf of the holders of the Debentures
in order to satisfy Vicunha Siderurgia's obligations under the Deed.
The controlling persons of Vicunha Steel listed on Schedule I hereto
have an agreement which, among other things, restricts the transfer of their
shares of Vicunha Steel and establishes procedures for the election of directors
of Vicunha Steel.
The descriptions of the Pre-Emption Agreement and the Deed above are
qualified by reference to copies thereof which were filed as Exhibits IV and V,
respectively, to the original (paper) filing of this statement and are
incorporated herein by reference.
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CUSIP NO. 20440W 10 5 13D Page 8 of 8 Pages
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7. MATERIAL TO BE FILED AS EXHIBITS(1)
Exhibit No. Description
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I Joint Filing Agreement
II-A Stock Purchase and Sale Agreement, dated May 31, 2000, by and
among the shareholders of the Company named therein and the
shareholders of CVRD named therein (filed as Exhibit II-A to the
original (paper) filing of this statement).
II-B Stock Purchase and Sale Agreement, dated December 31, 2000, by and
among the shareholders of the Company named therein and the
shareholders of CVRD named therein (filed as Exhibit II-B to the
original (paper) filing of this statement).
III (Reserved)
IV Pre-Emption Agreement for the Acquisition of Stocks, Participation
in CSN's Control Premium, dated March 9, 2001, by and among BNDES
Participacoes S.A. and the persons listed on Schedule I as
controlling persons of Vicunha Steel (filed as Exhibit IV to the
original (paper) filing of this statement).
V Private Deed for Issuance of Non-Convertible Debentures with
Collateral Security and Reorganization Clause to the Sixth Series
of Debentures of First Issue of Vicunha Siderurgia S.A (filed as
Exhibit V to the original (paper) filing of this statement).
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(1) Pursuant to Rule 13(d)-2(e) under the Securities Exchange Act of 1934,
Exhibits II-A, II-B, IV and V, which were filed as exhibits to the original
(paper) filing of this statement, are not required to be re-filed herewith.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 31, 2003
Vicunha Steel S.A.
By: /s/ Jacks Rabinovich
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Name: Jacks Rabinovich
Title: Chief Executive Officer
By: /s/ Ricardo Steinbruch
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Name: Ricardo Steinbruch
Title: Investor Relations Officer
Vicunha Acos S.A.
By: /s/ Jacks Rabinovich
---------------------------------
Name: Jacks Rabinovich
Title: Chief Executive Officer
By: /s/ Rubens dos Santos
---------------------------------
Name: Rubens dos Santos
Title: Investors Relations
Officer
Vicuna Steel Metallurgy Co.
By: /s/ Jacks Rabinovich
---------------------------------
Name: Jacks Rabinovich
Title: Chief Executive Officer
By: /s/ Rubens dos Santos
---------------------------------
Name: Rubens dos Santos
Title: Investors Relations
Officer
SCHEDULE I
DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING
PERSONS OF EACH REPORTING PERSON AS OF FEBRUARY 1, 2003
The names of the directors, executive officers and controlling persons
of the Reporting Persons and their present principal occupations or employments,
and the names of any corporations or other organizations in which such
employment is conducted, are set forth below. Unless otherwise indicated, the
principal occupation set forth opposite an executive officer's name refers to
employment with Vicunha Siderurgia.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Directors
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Jacks Rabinovich (Chairman) Engineer -- chairman/CEO
Eliezer Steinbruch (Vice Chairman) Industrialist -- Vice Chairman
Benjamin Steinbruch Business Administrator -- Superintendent Officer(2)
Eduardo Rabinovich Engineer -- Director
Jacyr Pasternak Physician -- Self-employed
Ricardo Steinbruch Business Administrator -- Investor Relationship Officer(1)
Clarice Steinbruch(1) Business Administrator -- Director
Luiz Rodrigues Corvo(1) Lawyer -- Self-employed
Executive Officers
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Jacks Rabinovich (Chief Executive Officer) (See above)
Ricardo Steinbruch (Investors Relations Officer)(1) (See above)
Benjamin Steinbruch (Superintendent Officer)(2) (See above)
Rubens dos Santos (Investors Relations Officer)(2) Accountant
Controlling Persons
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The directors listed above (other than Luiz
Rodriguez Corvo), plus the following:
Dorothea Steinbruch(1) Industrialist
Clotilde Rabinovich Pasternak(1) Psychologist
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(1) Vicunha Steel only
(2) Vicunha Acos and Vicunha Siderurgia only
The controlling persons of Vicunha Siderurgia are Vicunha Acos and
Vicunha Steel, and the controlling person of Vicunha Acos is Vicunha Steel.
EXHIBIT INDEX
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Exhibit No. Description
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I Joint Filing Agreement
II-A Stock Purchase and Sale Agreement, dated May 31, 2000, by and
among the shareholders of the Company named therein and the
shareholders of CVRD named therein (filed as Exhibit II-A to the
original (paper) filing of this statement).
II-B Stock Purchase and Sale Agreement, dated December 31, 2000, by and
among the shareholders of the Company named therein and the
shareholders of CVRD named therein (filed as Exhibit II-B to the
original (paper) filing of this statement).
III (Reserved)
IV Pre-Emption Agreement for the Acquisition of Stocks, Participation
in CSN's Control Premium, dated March 9, 2001, by and among BNDES
Participacoes S.A. and the persons listed on Schedule I as
controlling persons of Vicunha Steel (filed as Exhibit IV to the
original (paper) filing of this statement).
V Private Deed for Issuance of Non-Convertible Debentures with
Collateral Security and Reorganization Clause to the Sixth Series
of Debentures of First Issue of Vicunha Siderurgia S.A (filed as
Exhibit V to the original (paper) filing of this statement).