8-K

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): September 11, 2006

	IPSCO INC.
	(Exact Name of Registrant as Specified in Its Charter)
Canada	0-19661	98-0077354
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
650 Warrenville Road, Suite 500, Lisle, Illinois		60532
(Address of Principal Executive Offices)		(Zip Code)
	Registrant’s telephone number, including area code: (630) 810-4800
	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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Item 7.01 Regulation FD Disclosure.

     Pursuant to Regulation FD, information is being attached as an exhibit to this Current Report with respect to a presentation to be made by IPSCO, which provides an overview of IPSCO’s proposed merger with NS Group, Inc. (“NS Group”). This presentation will be available via the Internet though the Company’s website at www.ipsco.com.

     The information in the Current Report, including the exhibit attached hereto, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in the Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.

*      *      *

FORWARD-LOOKING STATEMENTS

     Information contained in this document and the exhibit hereto, other than historical information, may be considered forward-looking. Forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these terms or other comparable words, or by discussions of strategy, plans or intentions. Forward-looking information reflects management’s current views of future events and financial performance that involve a number of risks and uncertainties. The factors that could cause actual results to differ materially include, but are not limited to, the following: general economic conditions; changes in financial markets; political conditions and developments, including conflict in the Middle East and the war on terrorism; changes in the supply and demand for steel and our specific steel products; the level of demand outside of North America for steel and steel products; equipment performance at our manufacturing facilities; the occurrence of any material lawsuits; the availability of capital; our ability to properly and efficiently staff our manufacturing facilities; domestic and international competitive factors, including the level of steel imports into the Canadian and U.S. markets; economic conditions in steel exporting nations; trade sanction activities and the enforcement of trade sanction remedies; supply and demand for scrap steel and iron, alloys and other raw materials; supply, demand and pricing for the electricity and natural gas that we use; changes in environmental and other regulations, including regulations arising from the Canadian Parliament’s ratification of the Kyoto Protocol, and the magnitude of future environmental expenditures; inherent uncertainties in the development and performance of new or modified equipment or technologies; North American interest rates; exchange rates; a significant change in the timing of, or the imposition of any government conditions to, the closing of the proposed merger with NS Group; and the extent and timing of our ability to obtain revenue enhancements and cost savings following the proposed merger with NS Group. This list is not exhaustive of the factors which may impact our forward-looking statements. These and other factors should be considered carefully and users should not place undue reliance on our forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. We undertake no obligation to update forward-looking statements contained in this presentation. Additional factors that may affect the future results of IPSCO and NS Group are set forth in their respective filings with the Securities and Exchange Commission, which are available at http://www.sec.gov.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Investor Presentation Slides

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.

		IPSCO INC.
Date:	September 11, 2006	By:	/s/ Leslie T. Lederer
			Name:	Leslie T. Lederer
			Title:	Vice President, General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

Strategic Acquisition of NS Group September 2006

Special Note Regarding Forward-Looking Statements Information contained in this document other than historical information, may be considered forward-looking. Forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates" or "anticipates" or the negative of these terms or other comparable words, or by discussions of strategy, plans or intentions. Forward-looking information reflects management’s current views of future events and financial performance that involve a number of risks and uncertainties. The factors that could cause actual results to differ materially include, but are not limited to, the following: (1) general economic conditions; (2) changes in financial markets; (3) political conditions and developments, including conflict in the Middle East and the war on terrorism; (4) changes in the supply and demand for steel and our specific steel products; (5) the level of demand outside of North America for steel and steel products; (6) equipment performance at our manufacturing facilities; (7) the occurrence of any material lawsuits; (8) the availability of capital; (9) our ability to properly and efficiently staff our manufacturing facilities; (10) domestic and international competitive factors, including the level of steel imports into the Canadian and US markets; (11) economic conditions in steel exporting nations; (12) trade sanction activities and the enforcement of trade sanction remedies; (13) supply and demand for scrap steel and iron, alloys and other raw materials; (14) supply, demand and pricing for the electricity and natural gas that we use; (15) changes in environmental and other regulations, including regulations arising from the Canadian Parliament’s ratification of the Kyoto Protocol, and the magnitude of future environmental expenditures; (16) inherent uncertainties in the development and performance of new or modified equipment or technologies; (17) North American interest rates; (18) exchange rates;(19) a significant change in the timing of, or the imposition of any government conditions to, the closing of the transaction; and (20) the extent and timing of our ability to obtain revenue enhancements and cost savings following the transaction. For further information please refer to the most recent SEC filings of IPSCO and NS Group. This list is not exhaustive of the factors which may impact our forward-looking statements. These and other factors should be considered carefully and users should not place undue reliance on our forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. We undertake no obligation to update forward-looking statements contained in this presentation.

Transaction Overview o IPSCO is acquiring NS Group for $1.46 billion net of cash or $66 per share o NS Group is a leading domestic producer of seamless and welded tubular steel products for the energy industry o Strategic fit with IPSCO’s strong position in energy tubular products o Acquisition is accretive before synergies o Synergies are expected to provide substantial annual savings o Financing to include cash on hand and debt obtained under a fully committed bank credit facility o Expected to close by year end 2006 Profitable growth in the attractive energy sector 3

Strategic Rationale Combination of IPSCO and NS Group is Compelling IPSCO o Leading North American supplier of steel plate o Major North American supplier of a comprehensive range of energy products o State-of-the-art manufacturing facilities o History of innovation and strong customer relationships NS Group o Major producer of seamless tubular products o Major US supplier of a diverse range of energy tubular products o Strong presence in alloy tubulars o Premium oilfield connections and services o Strengthens position as a leading North American supplier in the energy tubular products sector o Diversifies product portfolio and enhances growth profile o Positions IPSCO well to benefit from the attractive oil and gas industry fundamentals o Increases presence in the US energy sector 4

NS Group Overview Products and Services o Energy tubular products - Seamless and welded - Oil country tubular goods (OCTG), line pipe, drill pipe, coupling stock o Oilfield services - Premium connections - Accessories and field services Investment Considerations o Pure-play oilfield products and services o Fully integrated seamless capacity o Substantial growth prospects - Premium energy tubulars - Premium connections - Accessories and field services o Seamless and welded OCTG o Predominantly alloy OCTG NS Group 2006 Product Mix (a) (a) Based on 1H 2006 Revenues. 5

Increased Energy and Alloy Product Mix IPSCO IPSCO + NS Group Total Product Mix Energy Energy Non- Energy Non- Energy OCTG Product Mix Alloy Alloy Carbon Carbon Note: Based on 1H 2006 Revenues. 6

A fully integrated welded and seamless energy tubular business... Source: Estimated from Company filings. 7

...will complement IPSCO's leading position in plate Top Plate Producer in North America Note: Based on 1H06 shipments including plate in coil form. *Estimates Source: Estimated from Company filings. 8

Strong Oil and Gas Industry Fundamentals o Strong energy market conditions - Sustained growth in global demand for oil and gas driving increased drilling activity - Increased North American policy focus and political emphasis on energy needs o Strong energy services sector - North American rig counts at 20 year highs - Higher OCTG consumption per rig due to drilling efficiencies - Increased use of alloy tubulars required for deeper drilling and more technologically complex projects o Positive near-term outlook - High energy prices are expected to drive high rig counts - Continued opportunities for competitive domestic producers 9

Positive US / Canadian Rig Count Outlook Source: Drilling and Production Outlook per Spears & Associates, Inc., September 2006. Historical data per Baker Hughes, May 2006. 10

Comprehensive Tubular Product Offering IPSCO Tubular o Small & large diameter o Electric resistance & spiral welded o Carbon & alloy o OCTG, line pipe, standard pipe & structural tubing o Research & applied technology NS Group Tubular o A leading position in seamless tubing o Major position in alloy welded casing o Alloy & carbon o Premium connections o OCTG, line pipe, standard pipe, drill pipe & coupling stock 11

Strategically Located Facilities 25 Geographic Locations 12

Financial Overview 13

Energizing IPSCO’s Strategy 0 Consistent with IPSCO’s stated long-term strategies - Increased high value-added energy products and services - High returns relative to the industry - Expanded presence in the US market - Improved regional scale and footprint - Strategy for profitable growth 0 Strategic combination of two of the most profitable players in the energy services sector 0 Enhances steel short strategy with more outlets for IPSCO’s steel o Advances integration of IPSCO’s North American operating platform 0 Leverages the expertise of two highly skilled workforces o Services the growing North American energy market from a fully competitive domestic footprint 14

Conclusion 0 Consistent with IPSCO’s stated long-term strategies 0 A leading supplier of North American energy tubular products - A major supplier of seamless and welded pipe to the energy sector - Highly complementary diversified product offering - Well positioned to benefit from strong oil and gas industry fundamentals - Strong and stable tubular customer base 0 Operating platform is fully integrated for both welded and seamless energy tubulars - Supports IPSCO’s steel short strategy 0 Transaction is accretive before potential synergies 0 Significant synergy potential 0 Balance sheet remains conservative with flexibility to pursue further growth opportunities 15