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Mittal Steel USA Inc., et al. – ‘424B3’ on 9/3/04

On:  Friday, 9/3/04, at 1:09pm ET   ·   Accession #:  950152-4-6654   ·   File #s:  333-115912, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35, -36, -37, -38

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/03/04  Mittal Steel USA Inc.             424B3                  1:2.5M                                   Bowne BCL/FA
          ISG Sales Inc.
          ISG Aquisition Inc.
          ISG Burns Harbor LLC
          ISG Burns Harbor Services LLC
          ISG Cleveland Inc.
          ISG Cleveland West Inc.
          ISG Cleveland West Properties Inc.
          ISG/EGL Holding Co
          ISG Lackawanna Services LLC
          ISG Piedmont LLC
          ISG Plate Services LLC
          ISG Plate LLC
          ISG Railways Inc.
          ISG Real Estate Inc.
          ISG Riverdale Inc.
          ISG South Chicago & Indiana Harbor Railway Co
          ISG Sparrows Point LLC
          ISG Cleveland Works Railway Co
          ISG Chicago Cold Rolling LLC
          ISG Columbus Coatings LLC
          ISG Hennepin Inc.
          ISG Hibbing Inc.
          Hibbing Land Corp
          Hibbing Taconite Holding Inc.
          ISG Indiana Harbor Inc.
          ISG Lackawanna LLC
          ISG Sparrows Point Services LLC
          ISG Steelton LLC
          ISG Steelton Services LLC
          ISG Technologies Inc.
          ISG Weirton Inc.
          ISG Warren Inc.
          ISG Venture Inc.
          Pristine Resources Inc.
          Tecumseh Redevelopment Inc.
          Tow Path Valley Business Park Development Co
          ISG Columbus Processing LLC
          ISG Georgetown Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       International Steel Group 424B3                     HTML   2.32M 

PROSPECTUS

$600,000,000

Offer to Exchange

This Exchange Offer Will Expire at 5:00 p.m.

The Exchange Notes

Material Terms of the Exchange Offer

      Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of the exchange offer and ending on the close of business 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

       Please consider carefully the “Risk Factors” beginning on page 11 of this prospectus.

       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer, nor have any of these authorities determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

      The date of this prospectus is September 3, 2004.

REFERENCES TO ADDITIONAL INFORMATION

      This prospectus refers to important business and financial information about ISG that is not included in or delivered with this prospectus. You may obtain documents that are filed by ISG with the Securities and Exchange Commission and without charge by requesting the documents, in writing or by telephone, from the Securities and Exchange Commission, or SEC, or:

      If you would like to request copies of these documents, please do so by September 29, 2004 in order to receive them before the expiration of the exchange offer. For additional information, see “Where You Can Find More Information.”

WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.

      Please call the SEC at 1-888-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s web site at www.sec.gov, which may be accessed directly or through our web site at www.intlsteel.com. The information on our web site does not constitute a part of this prospectus.

      You may request a copy of these filings at no cost, by writing or telephoning International Steel Group Inc., 4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9000, (330) 659-9100, Attention: Investor Relations.

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TABLE OF CONTENTS

MARKET AND INDUSTRY DATA

      The market and industry data presented in this prospectus are generally estimates and are based upon third-party data, including the American Iron and Steel Institute, or AISI, and Purchasing MagazineTM, information made public by other steelmakers and our own internal estimates. While we believe that these data are reasonable, in some cases these data are based on our or others’ estimates and cannot be independently verified by us.

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SUMMARY

      This summary highlights selected information contained elsewhere in this prospectus. Because it is a summary, it does not contain all the information that you should consider before exchanging the outstanding notes. You should read the entire prospectus carefully, including the risk factors, our audited financial statements and related notes and other financial and operating data to understand this offering fully. In this prospectus, unless the context indicates otherwise, “ISG,” “International Steel Group,” “we,” “us” and “our” and similar terms refer to International Steel Group Inc. and its consolidated subsidiaries. References to tons in this prospectus are to U.S. net tons (2,000 pounds) unless otherwise indicated. Unless otherwise indicated, “notes” refers to outstanding notes and exchange notes.

Our Company

Overview

      ISG is one of the largest integrated steel producers in North America with annual raw steel production capability of about 22 million net tons. We ship a variety of steel products from 13 major steel producing and finishing facilities in eight states. We have grown by acquiring out of bankruptcy the steelmaking assets of LTV Steel Company Inc., or LTV, Acme Steel Company, or Acme, Bethlehem Steel Corporation, or Bethlehem, Weirton Steel Corporation, or Weirton, and Georgetown Steel Corporation, or Georgetown.

      We believe that our cost structure is lower and more variable than other domestic integrated steelmakers and is competitive with domestic mini-mill steelmakers as well as most low cost international steelmakers. By acquiring facilities through asset purchases in bankruptcy proceedings, we are substantially free from the historical legacy costs that burdened the acquired facilities. We have collective bargaining agreements with the United Steelworkers of America, or USWA, and the Independent Steelworkers Union, or ISU, covering all of our principal facilities, which are substantial departures from the labor agreements that previously governed employment at the acquired facilities. We believe our collective bargaining agreements, which expire in late 2008 and early 2009, have enabled us to implement a culture and operating philosophy that results in a significantly higher level of labor productivity than achieved previously at the facilities we acquired. A significant factor in our success has been the talent and experience of our senior management team, led by Rodney B. Mott, our president and chief executive officer. Our senior management team has experience managing both integrated and mini-mill facilities.

      We believe our plants are some of the most modern and well-maintained integrated steelmaking facilities in North America. Our facilities and the skills of our workforce enable us to manufacture high quality, value-added steel products for our demanding customer base. We believe that we have a significant market share in the steel markets we serve. We produce a broad range of hot-rolled, cold-rolled and coated sheets, tin mill products, carbon and alloy plates, wire rod, rail products and semi-finished shapes. We sell these products directly to end-users, third-party processors and service centers primarily located in the Midwest and along the eastern seaboard of the United States.

      For the year ended December 31, 2003, we had net sales of $4,070.0 million, shipments of 10.4 million net tons, net loss of $23.5 million and earnings before interest, provision for income taxes and depreciation and amortization expense, or EBITDA, of $79.5 million. For a reconciliation of EBITDA to the most comparable financial measure calculated in accordance with generally accepted accounting principles, or GAAP, see footnote 3 to “Summary Historical Consolidated and Pro Forma Financial and Operating Data.” Our results of operations for the year ended December 31, 2003 include only a partial year of Bethlehem performance (from May 2003). For the six months ended June 30, 2004, we had net sales of $3,854.1 million, shipments of 7,676 thousand net tons, net income of $165.0 million and EBITDA of $277.3 million. For a reconciliation of EBITDA to the most comparable financial measure calculated in accordance with generally accepted accounting principles, or GAAP, see footnote 3 to “Summary Historical Consolidated and Pro Forma Financial and Operating Data.”

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      In May 2004, we acquired substantially all of the assets of Weirton for approximately $169 million cash plus assumed liabilities. In 2003, the Weirton facilities reported about 3.0 million net tons of raw steel capability and shipped about 2.4 millions tons of finished product. Weirton had net sales of $1,036.2 million and a net loss of $117.4 million for the year ended December 31, 2002 and net sales of $1,057.8 million and a net loss of $700.0 million for the year ended December 31, 2003.

      In June 2004, we acquired substantially all of the assets of Georgetown for approximately $18 million cash plus assumed liabilities.

History

      We were formed in early 2002 by WL Ross & Co. LLC, or WLR, to acquire and operate globally competitive steel facilities. In 2002, we acquired the idled principal steelmaking and finishing assets of LTV and Acme’s idled compact strip mill and basic oxygen furnace. In May 2003, we acquired substantially all of the assets of Bethlehem and its subsidiaries. In December 2003, we completed our initial public offering. In May 2004, we acquired substantially all of the assets of Weirton, and in June 2004 we acquired substantially all of the assets of Georgetown.

Our Strengths

      Best-in-class cost structure. We possess a cost structure that we believe is lower and more variable than other steelmakers in North America.

      Culture and operating philosophy. We believe our culture and operating philosophy results in higher labor productivity than other companies in the integrated steel industry. We have implemented an operating philosophy at our facilities that emphasizes individual and team performance and productivity through a broadened scope of responsibility and accountability.

      Modern facilities with value-added production capabilities. We believe our plants are some of the most modern and well-maintained integrated steelmaking facilities in North America. Our facilities include the newest integrated steelmaking facility in the United States at Burns Harbor, a world-class cold-roll mill at Sparrows Point, and several of the most modern coating lines in the steel industry.

      Diversified customer base. We produce a broad range of flat-rolled and specialty steel products and have a highly diversified customer base representing all major steel-consuming markets. Our broad

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      Strong and experienced management team. Our management team is comprised of experienced managers from both the integrated and mini-mill segments of the steel industry.

Our Strategy

      Increase market share in value-added products. We seek to be the supplier of choice for value-added products to customers in the most attractive markets, including the direct automotive, appliance, machinery and construction markets.

      Achieve cost savings from the integration of the Bethlehem and Weirton businesses. In addition to labor savings, we anticipate that significant cost savings can be achieved from the integration of the Bethlehem and Weirton assets into our businesses. We plan to optimize internal transfers of semi-finished goods and achieve longer production runs. We also expect to realize cost savings by reducing inventory, reducing the cost per ton of centralized research and development functions and some sales resources, and minimizing the impact of any scheduled or unscheduled equipment shutdowns. Furthermore, we believe that the integration of the Bethlehem and Weirton assets with ours will enable us to more efficiently manage capital expenditures.

      Pursue additional growth through a disciplined approach to acquisitions. We intend to continue to pursue value-adding acquisition opportunities.

      Maintain a conservative financial profile. We intend to maintain a conservative financial profile, emphasizing working capital management and return on capital. The completion of our initial public offering in December 2003 served to strengthen our balance sheet, lower our leverage and increase our liquidity. The offering of the outstanding notes further increased our financial flexibility and strengthened our balance sheet through extending the maturity dates of our debt and further enhanced our cash position and liquidity. We believe a strong balance sheet will allow us to be opportunistic regarding strategic investments, to build strong relationships with our key customers and suppliers and to recruit and retain the best employees. As of June 30, 2004, we had $362.2 million of cash and cash equivalents and $875.9 million of total debt with a weighted average maturity of 8.8 years.

Recent Developments

      On July 23, 2004, we acquired a hot briquetted iron facility in Port of Spain, Trinidad and Tobago, or the Trinidad Facility, for approximately $18 million in cash, including payment at closing of certain assumed liabilities. The facility was not operating and we expect the facility to begin production in the fourth quarter of 2004.

      On August 5, 2004, we announced that we will add a new hot dip galvanizing line by converting one of the currently idled continuous anneal lines at one of our Cleveland facilities. The new line is expected to begin production by the fourth quarter of 2005, and will have an operating capacity of about 500,000 tons per year. The total cost of the project will be approximately $40 million.

      Our principal executive offices are located at 4020 Kinross Lakes Parkway, Richfield, Ohio 44286. Our telephone number is (330) 659-9100. We were incorporated in February 2002 under Delaware law.

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The Exchange Offer

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The Exchange Notes

      For a more complete description of the terms of the exchange notes, see “Description of Notes.”

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Risk Factors

      You should consider carefully all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under “Risk Factors” in deciding whether to exchange any outstanding notes.

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Summary Historical Consolidated and Pro Forma Financial and Operating Data

      The summary consolidated financial data presented below under the captions “Statement of Operations Data” for the six months ended June 30, 2004 and June 28, 2003, year ended December 31, 2003 and for the period from inception (February 22, 2002) through December 31, 2002 and “Balance Sheet Data” as of June 30, 2004, June 28, 2003, December 31, 2003 and December 31, 2002 are derived from our consolidated financial statements and related notes included elsewhere in this prospectus. The summary information presented below under the caption “Other Data” is not derived from our financial statements, except for the net cash provided by (used in) operating activities and capital expenditures and investments information.

      The following table also includes unaudited pro forma condensed consolidated statement of operations data for the year ended December 31, 2003, and six months ended June 30, 2004, which give effect to our acquisition of the Bethlehem assets and assumption of certain liabilities, borrowings under our credit facilities, in part, to finance the Bethlehem asset acquisition, the acquisition of the Weirton assets and assumption of certain liabilities, and the initial public offering of ISG common stock as if these events occurred on January 1, 2003.

      This unaudited pro forma condensed consolidated financial information includes estimates regarding the allocation of the purchase price in the acquisition transactions and other assumptions that management believes are reasonable. The pro forma financial information is not necessarily indicative of the results that would have occurred if the above transactions had been in effect on the dates indicated, or which may result in the future.

      This unaudited pro forma condensed consolidated financial information does not include the full impact of the expected labor cost reductions resulting from our collective bargaining agreements, or the other synergies and cost reductions that we expect to realize from the ongoing integration of the Bethlehem and Weirton assets into our business.

      The information below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes, included elsewhere in this prospectus.

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RISK FACTORS

      You should carefully consider the following risk factors, together with all the other information contained in this prospectus, before making a decision to exchange any outstanding notes. An investment in the exchange notes involves a high degree of risk. If any of the following risks actually occurs, we may not be able to conduct our business as currently planned and our financial condition and operating results could be seriously harmed.

Risks Relating to Our Debt, Including the Exchange Notes

      As of June 30, 2004, we had cash and cash equivalents of $362.2 million and total consolidated debt, including current maturities and capital lease obligations, of approximately $875.9 million. Subject to the limits contained in our senior credit facilities and the indenture governing the outstanding notes and the exchange notes, we may also incur additional debt in the future. In addition to the principal repayments on our outstanding debt, we have other demands on our cash resources, including, among others, capital expenditures and operating expenses.

      Our level of indebtedness could have material effects on our operations and our ability to execute our business strategy. For example, they could:

      Our senior credit facilities are secured by substantially all of our material assets. If we default under these facilities, the lenders could choose to declare all outstanding amounts immediately due and payable, and seek foreclosure of the assets we granted to them as collateral. If the amounts outstanding under our senior credit facilities were accelerated, we may not have sufficient resources to repay all outstanding amounts, and our assets may not be sufficient to repay all of our outstanding debt in full. Foreclosures on any of our material assets could disrupt our operations, and have a material adverse effect on our reputation, production volume, sales and earnings.

      The terms of the indenture governing the outstanding notes and the exchange notes and our senior credit facilities permit us and our subsidiaries to incur significant additional indebtedness in the future. As of June 30, 2004, we had approximately $197.5 million available for additional borrowing under our

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      Our ability to make payments on and to refinance our indebtedness, including the exchange notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

      Based on our current level of operations and anticipated cost savings and operating improvements, we believe our cash flow from operations, available cash and available borrowing under our senior credit facilities will be adequate to meet our future liquidity needs.

      We cannot assure you, however, that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule, or that future borrowing will be available to us under our credit facilities in an amount sufficient to enable us to pay our indebtedness, including the exchange notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the exchange notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facilities and the exchange notes, on commercially reasonable terms or at all.

      Some of our future borrowings, including borrowings under our senior credit facilities, may be at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on our variable rate indebtedness would increase even if the amount borrowed remained the same, resulting in a decrease in our net income.

      Our senior credit facilities contain a number of financial covenants requiring us to meet financial ratios and financial condition tests, as well as covenants restricting our and our subsidiaries’ ability to:

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      The indenture governing the outstanding notes and the exchange notes contain covenants that limit our ability and the ability of certain of our subsidiaries to:

      Our ability to borrow under our senior credit facilities will depend upon our ability to comply with certain covenants and our borrowing base requirements. Our ability to meet these covenants and requirements may be affected by events beyond our control and we may not meet these obligations. Our failure to comply with these covenants and requirements could result in an event of default under our senior credit facilities that, if not cured or waived, could terminate our ability to borrow further, permit acceleration of the relevant debt and permit foreclosure on any collateral granted as security under our senior credit facilities, as well as result in a default under the indenture governing the outstanding notes and the exchange notes. If the lenders under our senior credit facilities require immediate repayment, we may not be able to repay them and also repay the exchange notes in full.

      Holders of our secured debt and the secured debt of any guarantors will have claims that are prior to your claims as holders of the exchange notes to the extent of the value of the assets securing that other debt. The exchange notes and the related guarantees will be effectively subordinated to all such secured debt to the extent of the value of its collateral. In the event of any distribution or payment of our or any guarantor’s assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured debt will have a prior claim to the assets that constitute their collateral. Holders of the exchange notes will participate ratably with all holders of our unsecured debt that is deemed to be of the same class as the respective exchange notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the exchange notes. As a result, holders of exchange notes may receive less, ratably, than holders of secured debt. As of June 30, 2004 we had $4.4 million in secured debt, and $197.5 million of availability under our revolving credit facility, which would be secured debt. We may also incur additional senior secured debt in the future, consistent with the terms of the indenture governing the outstanding notes and the exchange notes and our other debt agreements.

      Most of our domestic subsidiaries will guarantee the exchange notes. If, however, any subsidiary becomes a debtor in a case under the United States Bankruptcy Code or encounters other financial difficulty, under federal or state fraudulent conveyance law a court might avoid (that is, cancel) its guarantee. The court might do so if it found that when the subsidiary entered into its guarantee (or, in some states, when payments became due thereunder), it (a) received less than reasonably equivalent value or fair consideration for the guarantee and (b) either (1) was or was rendered insolvent, (2) was left with inadequate capital to conduct its business, or (3) believed or should have believed that it would incur debts beyond its ability to pay. The court might also avoid a guarantee, without regard to those factors, if it found that the subsidiary entered into its guarantee with actual intent to hinder, delay, or defraud its creditors.

      A court would likely find that a subsidiary did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the notes’ issuance. If a court avoided a guarantee, you would no longer have a claim against the guarantor. In addition, the court might direct you to repay any amounts already received from the guarantor. If the court were to avoid any

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      The test for determining solvency for purposes of the foregoing will depend on the law of the jurisdiction being applied. In general, a court would consider an entity insolvent either if the sum of its existing debts exceeds the fair value of all of its property, or if the present fair saleable value of its assets is less than the amount required to pay the probable liability on its existing debts as they become due. For this analysis, “debts” includes contingent and unliquidated debts.

      The indenture governing the notes provides that the liability of each subsidiary under its guarantee will be limited as necessary to prevent the subsidiary guarantee from constituting a fraudulent conveyance under applicable law. We cannot assure you that this limitation will protect the guarantees from fraudulent conveyance attack or, if it does, that the guarantees will be in amounts sufficient, if necessary, to pay the exchange notes when due.

      There is currently no public market for the exchange notes. The exchange notes are a new class of securities which have never been traded. We cannot assure you that an active trading market for the exchange notes will develop, or if one does develop, that it will be sustained. Also, it is possible that the market for the exchange notes will also be volatile. This volatility in price may effect your ability to resell your exchange notes or the timing of their sale.

      We will issue exchange notes in exchange for the outstanding notes after the exchange agent receives your outstanding notes, the letter of transmittal and all related documents. You should allow adequate time for delivery if you choose to tender your outstanding notes for exchange. Outstanding notes that are not exchanged will remain subject to restrictions on transfer and will not have rights to registration.

      If you do participate in the exchange offer for the purpose of participating in the distribution of the exchange notes, you must comply with the registration and prospectus delivery requirements of the Securities Act for any resale transaction. Each broker-dealer who holds outstanding notes for its own account due to market-making or other trading activities and who receives exchange notes for its own account must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. If any outstanding notes are not tendered in the exchange or are tendered but not accepted, the trading market for such outstanding notes could be negatively affected due to the limited amount expected to remain outstanding following the completion of the exchange offer.

Risks Related to the Steel Industry

      Competition within the steel industry, both domestic and worldwide, is intense and is expected to remain so. We compete primarily on the basis of price, quality and the ability to meet customers’ product needs and delivery schedules. Our primary competitors are other integrated steel producers and mini-mills, some of which may be larger than us and have substantially greater capital resources than we do. The highly competitive nature of the steel industry periodically exerts downward pressure on prices for our products. In the case of certain product applications, we and other steel manufacturers compete with manufacturers of other materials, including plastic, aluminum, graphite composites, ceramics, glass, wood and concrete. The global steel industry is generally characterized by overcapacity, which can have a negative impact on domestic steel prices. This overcapacity has sometimes resulted in high levels of steel imports into the United States, exerting downward pressure on domestic steel prices and resulting in, at times, a dramatic reduction in, or, in the case of many steel producers, the elimination of gross margins.

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      Based on AISI’s apparent steel supply (excluding semi-finished products), imports of steel into the United States constituted 15.8%, 20.4% and 20.2% of the domestic steel market supply for 2003, 2002 and 2001, respectively. Significant imports of steel into the United States have at times exerted downward pressure on domestic steel prices and substantially reduce sales, margins and profitability. We and other domestic steel producers compete with many foreign producers. We face strong competition from foreign producers, and competition has greatly increased in recent years as a result of an excess of foreign steelmaking capacity. Furthermore, a weakening of certain foreign economies, particularly in Eastern Europe, Asia and Latin America, has at times resulted in lower local demand for steel products and greater steel exports to the United States at depressed prices.

      The U.S. government established various protective actions during 2001 and 2002, including the enactment of various steel import quotas and tariffs, which contributed to a decrease of some steel imports during 2002. However, on December 4, 2003, these steel import quotas and tariffs were lifted. At this time it is uncertain what impact the lifting of these measures will have on the domestic steel industry over time, but there is a risk that there will be a resurgence of steel imports in the future, resulting in downward pressure on domestic steel prices and harming our sales, margins and profitability.

      The price of steel and steel products may fluctuate significantly due to many factors beyond our control. This fluctuation directly affects the levels of production and sales and earnings. The domestic steel industry has been highly cyclical in nature, influenced by a combination of factors, including periods of economic growth or recession, strength or weakness of the U.S. dollar, worldwide production capacity, levels of steel imports and applicable tariffs. The demand for steel products is generally affected by macroeconomic fluctuations in the United States and the global economies in which steel companies sell their products. For example, future economic downturns, stagnant economies or currency fluctuations in the United States or globally could decrease the demand for products or increase the amount of imports of steel into the United States, which could negatively impact our sales, margins and profitability.

      A prolonged weakness in the U.S. automotive industry would reduce the demand for our products and could reduce our sales. A significant portion of our sales are currently sold directly to automotive customers and to intermediate steel processor and service center markets where some of our products are further processed and resold to various companies in the automotive industry. The cyclical nature of the automotive industry is caused by factors such as the level of consumer spending, the strength or weakness of the U.S. dollar and the impact of international trade and various other factors, including labor unrest and the availability of raw materials, which affect the ability of the automotive industry to build cars. Any decrease in automotive manufacturing will reduce our shipments, increase our operating costs and reduce our earnings. In addition, if automobile manufacturers choose to substitute steel with more plastics, aluminum and other steel substitutes in their automobiles, it could further reduce demand for our products.

      In addition, a disruption or downturn in the oil and gas, gas transmission, construction, commercial equipment, rail transportation, appliance, agricultural and durable goods industries, all of which are significant markets for our products and are highly cyclical, could negatively impact our sales volumes, pricing, margins and earnings.

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Risks Related to Our Business

      We have a limited operating history. We did not have any operations until we consummated our acquisition of the idled steelmaking assets of LTV in April 2002 and we did not begin producing steel until May 2002. We completed the acquisition of the idled steelmaking assets of Acme in October 2002 and did not generate significant revenues from those assets during 2002. We completed the acquisition of the Bethlehem steelmaking assets in May 2003 and Weirton in May 2004. We also completed the acquisition of the idled steelmaking assets of Georgetown in June 2004 and the Trinidad Facility in July 2004. As a result, we believe the historical financial results of the acquired assets are of limited relevance in understanding our business as currently conducted.

      We are subject to the risks, expenses, uncertainties and problems encountered by companies in the early stages of operations and associated with the integration of new businesses. Our workforce may not be able to readily adapt to the new work rules, job consolidations, software systems and unique business culture of the combined companies. The dramatic changes in individual responsibilities, communication structure and software systems may result in operating inefficiencies and increased expenses until the changes are fully incorporated into our workforce’s daily routines. Additionally, the expansion of duties may require additional training and skill development before we realize the full extent of the planned efficiencies.

      Our acquisition of the Bethlehem assets was structured for federal income tax purposes to allow us to acquire Bethlehem’s historical tax attributes, including its basis in its assets and net operating loss carryforwards, subject to certain limitations. We have not, however, obtained a ruling from the Internal Revenue Service, or IRS, to that effect, nor have we undergone an IRS examination, and the IRS or courts could disagree with our position. If we do not meet certain profitability thresholds, we will not be able to realize the expected federal income tax savings related to Bethlehem’s net operating loss carryforwards and depreciable basis of plant and equipment.

      Our business strategy will require additional substantial capital investment. We require capital for, among other purposes, managing acquired assets, acquiring new equipment, maintaining the condition of our existing equipment, completing future acquisitions and maintaining compliance with environmental laws and regulations. To the extent that cash generated internally and cash available under our senior credit facilities is not sufficient to fund capital requirements, we will require additional debt and/or equity financing. However, this type of financing may not be available or, if available, may not be on satisfactory terms. Future debt financings, if available, may result in increased interest and amortization expense, increased leverage and decreased income available to fund further acquisitions and expansion. In addition, future debt financings may limit our ability to withstand competitive pressures and render us more vulnerable to economic downturns. If we fail to generate or obtain sufficient additional capital in the future, we could be forced to reduce or delay capital expenditures and acquisitions, sell assets or restructure or refinance our indebtedness.

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      Interruptions in production capabilities will inevitably increase production costs and reduce our sales and earnings. In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or adverse weather conditions. Our manufacturing processes depend on critical pieces of steelmaking equipment, such as furnaces, continuous casters and rolling equipment, as well as electrical equipment, such as transformers, and this equipment may, on occasion, be out of service as a result of unanticipated failures. In the future, we may experience material plant shutdowns or periods of reduced production as a result of any equipment failures. Furthermore, any interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative effect on our profitability and cash flows. Although we maintain business interruption insurance, any recovery under this insurance policy may not offset the lost revenues or increased costs that we experience during the disruption of our operations. In addition to the revenue losses, which may not be recoverable under the policy, longer-term business disruption could result in a loss of customers. If this were to occur, our future sales levels, and therefore our profitability, could be adversely affected.

      We have environmental liability risks and limitations on operations brought about by the requirements of environmental laws and regulations. We are subject to various federal, state and local environmental, health and safety laws and regulations, and are required to maintain numerous permits and governmental approvals required for operation, concerning issues such as air emissions, wastewater discharges, solid and hazardous waste management and disposal and the investigation and remediation of contamination. These laws and regulations are becoming increasingly stringent. While we believe that our facilities are in material compliance with all permits, governmental approvals, applicable environmental laws and regulations, the risks of substantial unanticipated costs and liabilities related to compliance with these permits, governmental approvals, laws and regulations are an inherent part of our business. It is possible that future conditions may develop, arise or be discovered that create new environmental compliance or remediation liabilities and costs. While we believe that we can comply with environmental legislation and regulatory requirements and that the costs of compliance have been included within budgeted cost estimates, compliance may prove to be more limiting and costly than anticipated. There can also be no assurance that the facilities will continue to operate in accordance with the conditions and restrictions established by the permits or approvals. Similarly, we cannot assure you that the requirements contained in such permits will not change or that the facilities will be able to renew or to maintain all permits and approvals required for continued operation of the facilities.

      If any substances are found at the facilities that are classified by applicable environmental laws, ordinances or regulations as hazardous materials, we could become liable for the investigation and removal of those substances, regardless of their source. Failure to comply with these laws, ordinances or regulations, or any change in the requirements of these laws, ordinances or regulations could result in liabilities, imposition of cleanup liens and fines and large expenditures to bring the facilities into compliance. We may also be subject from time to time to legal proceedings brought by private parties or governmental agencies with respect to environmental matters, including matters involving alleged property damage or personal injury. We may also be subject to future claims with respect to historic asbestos exposure relating to our acquired assets.

      Our operations depend heavily on the availability of various raw materials and energy resources, including iron ore, coke, scrap, electricity and natural gas. The availability of raw materials and energy resources may decrease and their prices are likely to be volatile as a result of, among other things, changes in overall supply and demand levels and new laws or regulations. Disruption in the supply of our raw materials or energy resources could temporarily impair our ability to manufacture some of our products or

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      We currently obtain most of our iron ore pellet needs for our Cleveland, Indiana Harbor and Weirton facilities from one supplier, Cleveland-Cliffs Inc, pursuant to long-term supply contracts. Additionally, as part of the Bethlehem asset acquisition, we acquired a 62.3% interest in Hibbing Taconite. Excluding tonnage applicable to interests owned by others, Hibbing Taconite is estimated to contain recoverable reserves at December 31, 2003 sufficient to produce at least 140 million net tons of iron ore pellets. This mine is operated by Cleveland-Cliffs Inc, which also owns 23% of the mine. Hibbing Taconite has mining and processing facilities, which can supply a majority of our current annual iron ore requirements for Burns Harbor. We expect these two sources will supply approximately 90% of our iron ore pellet needs in 2004. Should Cleveland-Cliffs Inc or the Hibbing Taconite mine be unable to meet our iron ore pellet needs, or should the Cleveland-Cliffs Inc contracts be terminated, we may be unable to meet our iron ore pellet needs or may be forced to obtain iron ore pellets at higher prices.

      Both the domestic and foreign supply of coke has decreased significantly over the last decade as coke suppliers have ceased operations primarily due to age of facilities and environmental issues. Global demand for coke is higher due to increased global steel demand. These supply and demand dynamics have supported higher global coke costs, which have surged in early 2004. In addition to the coke we produce in our coke facilities, which amounts to about 40% of our estimated needs in 2004, we have contracts for the purchase of about 30% of our estimated future coke requirements in 2004. However, adequate supplies of coke may not be available to us in the future, or, if available, only at higher prices than the prices we currently pay. If we are unable to obtain an adequate supply of coke in the future we would have to use alternative and more costly sources of energy or reduce production, both of which actions would have a negative impact on our earnings and cash flow.

      All our furnaces are equipped to burn natural gas or utilize electric power, which are the primary energy sources used at our manufacturing facilities. Backup systems are in place at most facilities to permit the use of fuel oil or propane should that become necessary. Prices for natural gas have fluctuated in recent years. Energy prices, particularly for natural gas, fuel oil and coke, were recently at historically high levels, which increased our production costs. Although we continue to evaluate our energy costs and consider ways to factor energy costs into our pricing, energy prices may increase further, which could adversely affect our production costs, competitive position and results of operations. A substantial and prolonged increase in energy costs would have an adverse effect on our margins, earnings and cash flow.

      Because a significant portion of our flat-rolled products are sold on the spot market under contracts with terms of 12 months or less, our sales, margins and earnings are negatively impacted by decreases in domestic flat-rolled steel prices. As a result, downturns in the domestic flat-rolled steel market could have an adverse effect on our sales, margins and earnings.

      The loss of the services of one or more members of our senior management team or the inability to attract, retain and maintain additional senior management personnel could harm our business, financial condition, results of operations and future prospects. Our operations and prospects depend in large part on the performance of our senior management team, including our chief executive officer, Rodney B. Mott, our chief operating officer, V. John Goodwin, and the other members of the senior management team. We may not be able to find qualified replacements for any of these individuals if their services are no longer available. There is key man insurance only on Mr. Mott.

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      The rapid growth we have experienced since we were established in February 2002 has placed a significant strain on our internal controls over financial reporting. In March 2004, as required by procedures established by the SEC, management informed our Audit Committee of the Board of Directors and represented to KPMG, our independent auditors, that significant deficiencies in documentation, consistency, review and information systems, among other issues, when taken in the aggregate, amount to material weakness in internal controls over financial reporting under definitions established by the SEC.

      KPMG issued to our Board of Directors and Audit Committee a “management letter” in connection with their audit of our 2003 consolidated financial statements. That letter identified certain matters involving internal controls over financial reporting and its operation that KPMG considers to be reportable conditions under standards established by the American Institute of Certified Public Accountants. The reportable conditions identified by KPMG include: Policies and Procedures; Workload of Accounting Staff; Segregation of Duties; Closing and Consolidation Process; Interdepartmental Communication; Accounts Payable Cutoff; Journal Entry Preparation, Review and Approval; Period-end Accruals; Inventory at Outside Processors; Cost Accounting; Raw Material Inventory; Environmental Liabilities; Litigation and Insurance Reserves. Additionally, KPMG indicated that it believes these reportable conditions combined with the numerous other control deficiencies represent material weaknesses in internal control over financial reporting in the areas of review, communication, documentation, consistency and information systems.

      These material weaknesses, significant deficiencies and reportable conditions in internal control over financial reporting have been discussed in detail among management, our Audit Committee and KPMG. Management has adopted a plan to resolve these issues and believes that overriding issue is the lack of documented accounting policies and procedures along with inadequate accounting information technology and certain other accounting information processes.

      Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the internal controls over financial reporting and to assert in our Annual Report on Form 10-K for the year ended December 31, 2004, whether the internal controls over financial reporting at December 31, 2004 are effective. Any material weakness in internal controls over financial reporting existing at that date will preclude management’s making a positive assertion. At this time, there is significant uncertainty regarding whether management will be able to implement the required changes to correct these material weaknesses in internal controls over financial reporting and sufficiently document and test the revised internal controls procedures in order to make a positive assertion as to the effectiveness of internal controls over financial reporting by December 31, 2004. Our failure to implement these actions could adversely affect our ability to record, process, summarize and report financial data to ensure timely and reliable external financial reporting.

      We intend to continue to pursue value-adding acquisition opportunities in the steel industry. As part of this strategy, we may expand existing facilities, build additional plants, acquire other steel assets, enter into joint ventures or form strategic alliances that we believe will expand or complement our existing business. These transactions will likely involve some or all of the following risks:

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      Pursuing our growth strategy may be required for us to remain competitive, but we may not be able to complete any such transactions or obtain financing, if necessary, for such transactions on favorable terms. Future transactions may not improve the competitive position and business prospects as anticipated, and could reduce sales or profit margins, and, therefore, earnings if they are not successful.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains statements that constitute “forward-looking statements.” These forward-looking statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “intends,” “may,” “will” or similar terms. These statements speak only as of the date of such statements and we undertake no ongoing obligation, other than that imposed by law, to update these statements. These statements appear in a number of places in this prospectus and include statements regarding our intent, belief or current expectations of our directors, our officers or advisors with respect to, among other things:

      You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those contained in the forward-looking statements as a result of various factors, some of which are unknown. The factors that could adversely affect our actual results and performance include, without limitation:

      You are urged to carefully consider these factors and the “Risk Factors” that appear elsewhere in this prospectus. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statements.

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USE OF PROCEEDS

      We will not receive any cash proceeds from the issuance of the exchange notes. Because we are exchanging the exchange notes for the outstanding notes, which have substantially identical terms, the issuance of the exchange notes will not result in any increase in our debt.

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CAPITALIZATION

      The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2004. The table should be read in conjunction with our audited consolidated financial statements and the related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial data included in this prospectus.

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UNAUDITED PRO FORMA CONDENSED

      The following unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2003 and the first half ended June 30, 2004 have been prepared to give effect to the following as if each of these transactions had occurred on January 1, 2003:

      Because Georgetown was winding down operations during 2003, ceased operations in October 2003 and we do not expect to resume full operations at our Georgetown facility until the fourth quarter of 2004, the following pro forma condensed consolidated financial information does not include any amounts related to Georgetown operations.

      This unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical financial statements and related notes of ISG, Bethlehem and Weirton included elsewhere in this prospectus. This unaudited pro forma condensed consolidated financial information includes estimates regarding the allocation of the purchase prices and other assumptions that management believes are reasonable. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of the results that would have occurred if the above transactions had been in effect on the dates indicated, or which may result in the future, and do not include any cost reductions or other effects of our planned integration of the acquired assets.

      The unaudited pro forma condensed consolidated statements of operations do not reflect the following non-recurring charges or credits, which result directly from our acquisition of the Bethlehem and Weirton assets and assumption of certain liabilities:

      In addition, the following pro forma condensed consolidated financial information does not include the full impact of the expected labor cost reductions resulting from our collective bargaining agreements, or the other synergies and cost reductions that we expect to realize from the ongoing integration of the Bethlehem and Weirton assets into our business.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED