SUMMARY OF THE PROXY STATEMENT/ PROSPECTUS

      This summary highlights selected information in this proxy statement/ prospectus and may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents to which you are referred for a more complete understanding of the merger. In particular, you should read the documents attached to this proxy statement/ prospectus, including the merger agreement, which is attached as Annex A. In addition, we incorporate by reference important business and financial information about Ispat International, LNM Holdings and ISG into this proxy statement/ prospectus, see “WHERE YOU CAN FIND MORE INFORMATION” on page 3. We have included page references in this summary to direct you to more complete descriptions of the topics presented in this summary.

      As used in this proxy statement/ prospectus “Ispat International” refers to Ispat International N.V., “LNM Holdings” refers to LNM Holdings N.V. prior to its acquisition by Ispat International or as a subsidiary of Ispat International after the acquisition of LNM Holdings, and “ISG” refers to International Steel Group Inc. prior to the merger or as a subsidiary of Ispat International after the merger. “Mittal Steel” refers to the combined company of Ispat International and LNM Holdings after the acquisition of LNM Holdings and the combined company of Ispat International, LNM Holdings and ISG after the merger.

Information about Ispat International (Page 125) and Park Acquisition Corp.

Ispat International N.V.

      Ispat International is the world’s eleventh largest steel producer based on 2003 shipments,¹ with steel-making operations in seven countries. Ispat International’s operating philosophy embraces both integrated and mini-mill processes for steel-making. Its steel shipments have increased from 1.5 million tons in 1992 to 15.2 million tons in 2003. In fiscal year 2003, Ispat International’s consolidated sales, operating income and net income were $5,441 million, $151 million and $66 million, respectively. For the nine months ended September 30, 2004, Ispat International’s consolidated sales, operating income and net income were $6,320 million, $1,243 million and $887 million, respectively.

      On October 24, 2004, Ispat International entered into an acquisition agreement with Richmond Investment Holdings Limited to acquire LNM Holdings. On November 18, 2004, Ispat International published a notice to its registered shareholders, and placed advertisements for such purpose, informing them of an extraordinary meeting scheduled to be held on December 15, 2004 for the purpose, among other things, of approving the acquisition of LNM Holdings. Ispat International anticipates that the acquisition of LNM Holdings will close by the end of the fourth quarter of 2004. Following completion of the acquisition of LNM Holdings, Ispat International will be renamed “Mittal Steel Company N.V.” Further information regarding the acquisition of LNM Holdings, including a copy of the LNM Holdings acquisition agreement, can be found in the prospectus Ispat International filed with Euronext Amsterdam and furnished to the SEC under cover of a Report on a Form 6-K on November 18, 2004. Please see “ACQUISITION OF LNM HOLDINGS” on page 32 for further discussion of the acquisition of LNM Holdings.

Park Acquisition Corp.

      Park Acquisition Corp. is a Delaware corporation and a wholly owned subsidiary of Ispat International created solely for the purpose of entering into the transactions contemplated under the merger agreement.

Information about LNM Holdings (Page 135)

LNM Holdings N.V.

      LNM Holdings is one of the world’s largest steel producers,² and operates steel-making and processing facilities in seven countries. LNM Holdings primarily operates integrated steelmaking facilities. LNM Holdings has in recent years significantly increased its production and shipments of steel products, primarily through the acquisition of additional steel producing assets. LNM Holdings shipped a total of 12.3 million tons of steel and steel products in 2003. In 2003, its consolidated sales, operating income and net income were $4,167 million, $1,136 million and $1,116 million, respectively. For the nine months ended September 30, 2004, consolidated sales, operating income and net income were $9,942 million, $3,160 million and $2,266 million, respectively.

Information about ISG (Page 146)

International Steel Group Inc.

      ISG is one of the largest integrated steel producers in North America³ with annual raw steel production capability of about 23 million net tons. ISG ships a variety of steel products from 13 major steel producing and finishing facilities in eight states. ISG has grown by acquiring out of bankruptcy the steel-making 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. For the nine months ended September 30, 2004, net sales, income from operations and net income were $6,462.4 million, $556.4 million and $421.4 million, respectively.

The ISG Special Meeting of Stockholders

      ISG will hold the special meeting at [time], local time, on [                    ] [     ], 200[  ] at [location] to vote on the proposal to adopt the merger agreement and a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

      The holders of record of ISG common stock at the close of business on [                    ] [     ] 200[  ], the record date for the special meeting, are entitled to receive notice of, and to vote at, the special meeting. As of the record date, there were [                    ] shares of ISG common stock outstanding, all of which are entitled to vote at the special meeting. Completion of the merger requires the adoption of the merger agreement by the affirmative vote of the holders of a majority of the shares of ISG common stock outstanding on the record date. At the close of business on the record date, directors and executive officers of ISG beneficially owned, in

The Merger (Page 39)

      In the merger, ISG will merge with Park Acquisition Corp., a wholly owned subsidiary of Ispat International, and either Park Acquisition Corp. or ISG will continue as the surviving company and as a wholly owned subsidiary of Ispat International.

Merger Consideration (Page 72)

      As consideration for each share of ISG common stock exchanged in the merger, ISG stockholders may elect to receive:

      The number of Ispat International class A common shares to be exchanged for each share of ISG common stock will be based on an exchange ratio equal to the average closing price of Ispat International class A common shares during the 20-trading-day period ending on (and including) the trading day that is two days prior to the effective time of the merger. The maximum and minimum number of Ispat International class A common shares to be issued in connection with the merger limit the variation in the exchange ratio so that if the average trading price of Ispat International class A common shares is:

      Under the merger agreement, 50% of the issued and outstanding shares of ISG common stock must be exchanged for cash, and the other 50% must be exchanged for Ispat International class A common shares.

      As a result, the number of Ispat International class A common shares ISG stockholders receive in the merger will depend on market prices for Ispat International class A common shares during the measurement period prior to the merger. ISG stockholders should therefore review these prices prior to making a decision on the merger or as to which election to make. The portion of the merger consideration payable in cash will not fluctuate from $42.00 per share of ISG common stock.

Recommendation of the ISG Board of Directors (Page 42)

      The ISG board of directors:

Opinions of ISG’s Financial Advisors (Page 47)

      Each of UBS Securities LLC, or UBS, and Goldman, Sachs & Co., or Goldman Sachs, ISG’s financial advisors, rendered its opinion, dated October 24, 2004, to the ISG board of directors that, based upon and subject to the factors, assumptions and procedures set forth therein, it is UBS’ and Goldman Sachs’ opinion that as of October 24, 2004, the consideration to be received by the holders of ISG common stock in the merger, taken in the aggregate, is fair from a financial point of view to such holders.

      The full text of the written opinions of UBS and Goldman Sachs, each dated October 24, 2004, which set forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with each opinion, are attached as Annexes E and F, respectively, to this document. UBS and Goldman Sachs each provided its opinion for the information and assistance of the ISG board of directors in connection with its consideration of the transaction contemplated by the merger agreement. The UBS and Goldman Sachs opinions are not recommendations as to how any holder of shares of ISG common stock should vote or make any election with respect to the transaction contemplated by the merger agreement. ISG stockholders are urged to read these opinions carefully and in their entirety.

Conditions of the Merger (Page 87)

      Before the merger can be completed, a number of conditions must be satisfied, including:

      The parties currently expect that the only non-U.S. regulatory merger approval that is required will be under German law.

Termination of the Merger Agreement (Page 89)

      ISG and Ispat International may agree in writing to terminate the merger agreement at any time prior to the effective time of the merger without completing the merger, even after the ISG stockholders and /or the Ispat International shareholders have adopted the merger agreement. The merger agreement may also be terminated at any time prior to the effective time of the merger in certain other circumstances, including:

Fees and Expenses (Page 92)

      Under certain circumstances, in connection with termination of the merger agreement, ISG will be required to pay Ispat International a fee of $130 million and, in certain other circumstances, reimburse Ispat International for certain expenses incurred in connection with the merger up to $10 million. Ispat Interna-

No Solicitation of Transactions (Page 82)

      The merger agreement contains customary restrictions on the ability of ISG to solicit or engage in discussions or negotiations with a third party regarding specified transactions involving ISG. Notwithstanding these restrictions, the ISG board of directors may respond to an unsolicited written bona fide proposal for a competing transaction or terminate the merger agreement and enter into an acquisition agreement with respect to a superior proposal.

Richmond Support Letter Agreement (Page 95)

      In connection with Ispat International entering into the merger agreement, at the request of ISG, Richmond Investment Holdings Limited, the sole shareholder of LNM Holdings, made certain representations and warranties to ISG with respect to LNM Holdings and the LNM Holdings acquisition agreement and provided ISG with certain rights to conduct due diligence with respect to LNM Holdings between October 24, 2004 and the effective time of the merger.

      In addition, pursuant to the Richmond support letter agreement, Richmond Investment Holdings Limited has agreed that from the date of the Richmond support letter agreement to the earlier of the termination of the merger agreement and the completion of the acquisition of LNM Holdings by Ispat International, Richmond Investment Holdings Limited will cause LNM Holdings not to declare any dividends or distributions with respect to the shares of LNM Holdings or repurchase any of such shares, except for the payment of dividends permitted or otherwise contemplated by the LNM Holdings acquisition agreement. The LNM Holdings acquisition agreement specifically permits LNM Holdings to pay a $2 billion dividend to its shareholder, which dividend was previously declared on October 11, 2004. LNM Holdings has indicated that it intends to pay this dividend to Richmond Investment Holdings Limited partly in the fourth quarter of 2004 and the balance in January 2005, prior to the effective time of the merger.

Parent Shareholder Support Agreement (Page 97)

      In connection with Ispat International entering into the merger agreement, at the request of ISG, Ispat International Investments, S.L. entered into a parent shareholder support agreement with ISG. The parent shareholder support agreement provides, among other things, that Ispat International Investments, S.L. will vote all of its Ispat International class A common shares and Ispat International class B common shares in favor of approval of the merger agreement. Ispat International Investments, S.L. owns 26,100,000 shares of Ispat International class A common shares and 72,150,000 shares of Ispat International class B common shares, representing approximately [97.5]% of the combined voting power of all shares of Ispat International’s voting stock as of the date of this proxy statement/prospectus.

Company Shareholder Support Agreement (Page 99)

      In connection with ISG entering into the merger agreement, Wilbur L. Ross, Chairman of the ISG board of directors, and certain affiliates of Mr. Ross and Rodney B. Mott, ISG’s President and Chief Executive Officer and a member of the ISG board of directors, entered into a company shareholder support agreement required by Ispat International in connection with its entering into the merger agreement. Among other things, this agreement provides that they will each vote all of the shares of ISG common stock they own in favor of the adoption of the merger agreement. Mr. Ross and certain affiliates of Mr. Ross and Mr. Mott beneficially own [6.9]% and [1.4]%, respectively, of the shares of ISG common stock outstanding as of the record date. This covenant terminates automatically if the merger agreement is terminated, regardless of the circumstances. In addition, the ISG stockholder parties granted an irrevocable option to Ispat International to purchase each such stockholder’s shares of ISG common stock at $38.50 per share. Ispat International paid the grantors of these options $3.50 per option share, which amount will be credited against the merger

Directors and Senior Management Following the Merger (Page 103)

      Following the merger, the directors and senior management of Ispat International are expected to include (among others) the following individuals:

      The merger agreement and related documentation do not guarantee that Mr. Ross will serve as a director of Ispat International for any specified period after the merger. As of the date of this proxy statement/ prospectus, Mr. Mott had not entered into an agreement with respect to his post-merger employment and, accordingly, there can be no assurance that Mr. Mott will assume that role. It is also expected that Messrs. Ross and Mott will join the board of directors of Ispat International’s U.S. subsidiary after the merger.

Interests of Certain Persons in the Merger (Page 118)

      In considering the recommendation of the ISG board of directors to vote for the adoption of the merger agreement, ISG stockholders should be aware that certain members of the ISG board of directors and executive officers of ISG may have interests in the merger that differ from, or are in addition to, their interests as ISG stockholders. The ISG board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the merger. A summary of these interests, in addition to the interests arising out of the company shareholder support agreement and the expected roles in Ispat International’s management described in the preceding two sections, is set forth below.

      ISG’s executive severance pay plan provides officers of ISG certain benefits following a termination of employment, consisting of cash payments and continuation of certain benefits for a period of six to twenty-four months. Messrs. Anthony, Goodwin, Hernandez, Mott and Nelson are not participants in the executive severance pay plan. Mr. Arnett, Ms. Smith and Mr. Spelich, among others, are participants in the plan.

      If the employment of any of these ISG executives is terminated involuntarily without “cause,” voluntarily for “good reason” or involuntarily for any reason within six months of a change-in-control and the termination is in connection with the merger, these benefits are enhanced to include a bonus payment equal to the average bonus amounts paid with respect to the previous three calendar years (or, if employed for less than three years, the shorter period) and an additional lump sum cash payment equal to six months of salary. This severance amount may not exceed twice the ISG officer’s annual compensation during the year immediately preceding termination of employment with ISG (or, if employed for less than one year, the year of termination).

      The estimated value of the severance benefits payable to Mr. Arnett, Ms. Smith and Mr. Spelich, assuming a qualifying termination occurs in connection with the merger, would be approximately $800,000, $700,000 and $900,000, respectively.

Regulatory Matters (Page 68)

      In order to complete the merger, Ispat International and ISG must obtain approvals from and/or make filings with various U.S. and non-U.S. regulatory agencies. In the United States these approvals and filings include the filing of a registration statement on Form F-4 with the SEC and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The merger agreement also requires notification to the Committee on Foreign Investment in the United States under the provisions of the Exon-Florio Amendment to the Defense Production Act of 1950. In The Netherlands, in connection with the issuance of Ispat International class A common shares pursuant to the merger, a prospectus that meets the Listing and Issuing Rules (Fondsenreglement) of Euronext Amsterdam must be approved by Euronext Amsterdam. The Hart-Scott-Rodino Antitrust Improvements Act provides that the merger may not be completed until certain information has been provided to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice and certain waiting period requirements have expired or been terminated. In addition, Ispat International and ISG must also comply with the merger control procedures in Germany and Italy.

      ISG and Ispat International have agreed to use their reasonable best efforts to complete the merger, including obtaining required regulatory approvals, but Ispat International will not be required to divest assets or take other actions requested by regulators that would have a material adverse effect on ISG or the equivalent of a material adverse effect on ISG.

Accounting Treatment and Considerations (Page 58)

      Ispat International will account for the merger as a purchase for financial reporting purposes.

Material U.S. Federal Income Tax Consequences of the Merger to ISG Stockholders (Page 58)

      The U.S. federal income tax consequences of the merger to an ISG stockholder will depend on the form of consideration received by such stockholder in the merger. An ISG stockholder that receives solely Ispat International class A common shares in exchange for such stockholder’s ISG common stock will not recognize any gain or loss for U.S. federal income tax purposes (except with respect to cash received instead of fractional shares). An ISG stockholder who receives part cash and part Ispat International class A common shares, and who has an adjusted tax basis in ISG common stock that is less than the sum of the amount of cash and the fair market value (as of the date of the merger) of the Ispat International class A common shares received in the merger, will recognize a gain equal to the amount of such difference or, if less, the amount of cash received in the merger. However, if an ISG stockholder’s adjusted tax basis in ISG common stock is greater than the sum of the amount of cash and the fair market value (as of the date of the merger) of the Ispat International class A common shares received for the ISG common stock, the resulting loss will not currently be allowed for U.S. federal income tax purposes. If an ISG stockholder receives solely cash, gain or loss generally will be recognized by such stockholder to the extent of the difference between the amount of cash received and such stockholder’s adjusted tax basis in such stockholder’s ISG common stock.

      The consequences described above assume that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code and that Section 367(a)(1) of the Internal Revenue

      THE TAX CONSEQUENCES OF THE MERGER TO AN ISG STOCKHOLDER WILL DEPEND ON EACH STOCKHOLDER’S INDIVIDUAL SITUATION. ISG STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR A FULL UNDERSTANDING OF THE TAX CONSEQUENCES OF THE MERGER.

Material Dutch Tax Consequences of the Merger to Dutch Resident ISG Stockholders (Page 64)

      Under Dutch tax laws the exchange of shares of ISG common stock for cash and/or Ispat International class A common shares will not qualify as a tax free merger. Consequently, any capital gain that may be realized upon the exchange of shares of ISG common stock for cash and/or Ispat International class A common shares by individuals and corporate entities who are resident or deemed to be resident in the Netherlands for Dutch tax purposes, or Dutch resident individuals and Dutch resident entities may be subject to Dutch income or corporate income tax. For Dutch resident individuals any such capital gain will generally not be subject to tax, provided that the Ispat International class A common shares are not attributable to an enterprise from which such individual derives a share of the profit, whether as an entrepreneur or as a person who has a co-entitlement to the net worth of such enterprise without being a shareholder and such individual does not have an actual or deemed substantial interest (statutorily defined term; see page 66 for a further description) in Ispat International. For Dutch resident entities a capital gain will generally not be subject to tax if such entity is a qualifying Dutch pension fund or Dutch resident investment fund (fiscale beleggingsinstelling) or if the Dutch participation exemption applies to the Ispat International class A common shares. Please see the section “THE MERGER — Material Dutch Tax Consequences of the Merger and the Ownership of Ispat International Class A Common Shares to ISG Stockholders” beginning on page 64 for a more detailed description of the taxation of Dutch resident individual and corporate shareholders.

      THE TAX CONSEQUENCES OF THE MERGER TO A DUTCH RESIDENT ISG STOCKHOLDER WILL DEPEND ON THE STOCKHOLDER’S OWN SITUATION. ISG STOCKHOLDERS SHOULD CONSULT THEIR OWN ADVISORS FOR A FULL UNDERSTANDING OF THE TAX CONSEQUENCES OF THE MERGER.

Dissenter’s Rights of Appraisal (Page 70 and Annex G)

      The DGCL provides ISG stockholders with appraisal rights in connection with the merger. This means that ISG stockholders are entitled to have the value of their common stock determined by the Delaware Chancery Court and to receive payment based on that valuation. The ultimate amount an ISG stockholder receives as a dissenting stockholder in an appraisal proceeding may be more or less than or the same as they would have otherwise received as consideration under the merger agreement.

      To exercise appraisal rights, an ISG stockholder must deliver a written objection to the merger to ISG at or before the vote on the adoption of the merger agreement at the special meeting and such ISG stockholder must not vote in favor of the adoption of the merger agreement. Failure to follow exactly the procedures specified under the DGCL will result in the loss of such appraisal rights.

      A copy of Section 262 of the DGCL governing the exercise of appraisal rights is attached to this proxy statement/ prospectus as Annex G.

Listing of Ispat International’s Class A Common Shares (Page 71)

      Ispat International’s class A common shares are listed on the New York Stock Exchange, Ispat International’s principal U.S. trading market, and outside the United States on Euronext Amsterdam, in each case under the symbol “IST”. Ispat International has applied, subject to the acquisition of LNM Holdings being completed, to have its symbol on the New York Stock Exchange and on Euronext Amsterdam changed to “MT”. In accordance with the terms of the merger agreement, Ispat International will make an application to list on the New York Stock Exchange and Euronext Amsterdam the Ispat International class A common shares that Ispat International will issue as consideration in the merger, subject to notice of issuance.

Comparison of Rights of Shareholders under Delaware Law and Dutch Law (Page 211)

      ISG is organized under the laws of the State of Delaware while Ispat International is organized under the laws of The Netherlands. Therefore, your rights as a shareholder of Ispat International will be governed by Dutch law and by Ispat International’s Articles of Association. These rights differ in certain respects from the current rights of ISG stockholders, which are governed by Delaware law and by ISG’s Certificate of Incorporation and Bylaws.

ISPAT INTERNATIONAL SELECTED HISTORICAL FINANCIAL DATA

      The following table presents selected consolidated financial information of Ispat International for the years ended December 31, 1999, 2000, 2001, 2002 and 2003 and for the nine months ended September 30, 2003 and 2004 derived from Ispat International’s consolidated financial statements and related notes. This selected historical financial information should be read in conjunction with the respective audited and unaudited consolidated financial statements of Ispat International, including the notes thereto, beginning on page F-24.