SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- 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): April 1, 2004 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.) 3250 Interstate Drive, Richfield, Ohio 44286-9000 - ---------------------------------------- ----------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (330) 659-9100 -------------- ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS On April 1, 2004, International Steel Group Inc. (the "Company") announced that it intends to offer $600 million of its Senior Notes due 2014 in a transaction exempt from the registration requirements of the Securities Act of 1933. Pursuant to Rule 135c of the Securities Act, the Company is filing herewith the press release issued April 1, 2004 as Exhibit 99.1 hereto. The Senior Notes to be offered will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) The following exhibits are furnished with this report: Exhibit Number Description ------ ----------- 99.1 Press release, dated April 1, 2004. 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, hereunto duly authorized. INTERNATIONAL STEEL GROUP INC. By: /s/ Brian D. Kurtz ----------------------------- Name: Brian D. Kurtz Title: Vice President, Finance and Treasurer Dated: April 2, 2004 INDEX TO EXHIBITS ----------------- EXHIBIT NUMBER EXHIBIT ------ ------- 99.1 Press release, dated April 1, 2004.