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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 31, 2005
INTERNATIONAL STEEL GROUP INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-31926 71-0871875
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4020 Kinross Lakes Parkway, Richfield, Ohio, 44286-9000
(Address of Principal Executive offices, including Zip Code)
Registrant's telephone number, including area code: 330-659-9100
N.A.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240-14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CRF 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 31, 2005, a 280G Gross-Up Agreement was entered into between
International Steel Group Inc. (NYSE: ISG) and Carlos M. Hernandez, ISG's
General Counsel and Secretary.
The agreement provides that in consideration of Mr. Hernandez's continued
employment with International Steel Group Inc. ("ISG") after October 24, 2004,
in the event that any amount or benefit (including any cash out of stock
options) that is paid or distributed to him by ISG or any affiliated company as
a result or consequence of the Agreement and Plan of Merger and Reorganization
among ISPAT International N.V., Park Acquisition Corp. and ISG dated as of
October 24, 2004, taken together with any amounts or benefits otherwise paid or
distributed to him by ISG or any affiliated company (collectively, the "Covered
Payments"), are or become subject to the tax (the "Excise Tax") imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or
any similar tax that may hereafter be imposed, ISG shall pay to him at the time
specified in the attached letter agreement (the "Agreement") an additional
amount (the "Excise Tax Reimbursement") such that the net amount retained by him
with respect to such Covered Payments, after deduction of any Excise Tax on the
Covered Payments and any federal, state and local income or employment tax and
Excise Tax on the Excise Tax Reimbursement provided for by this Agreement, but
before deduction for any federal, state or local income or employment tax
withholding on such Covered Payments, shall be equal to the amount of the
Covered Payments.
A copy of the letter agreement is attached here as Exhibit 99.1.
The information in this Form 8-K shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that Section, nor shall it be deemed
incorporated by reference in any filing under The Securities Act of 1933 or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
ITEM 1.01 Exhibits
(c) Exhibits
99.1 280G Gross-Up Agreement dated January 31, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL STEEL GROUP INC.
By: /s/ Rodney B. Mott
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Name: Rodney B. Mott
Title: President, Chief Executive Officer
and Director
Dated: January, 31 2005
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INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 280G Gross-Up Agreement, dated January 31, 2005.
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