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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
Proxy Statement
(Pursuant to Section 14(a) of the Securities Exchange Act of 1934)
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FILED BY THE REGISTRANT / /
FILED BY A PARTY OTHER THAN THE REGISTRANT /X/
CHECK THE APPROPRIATE BOX:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
STEEL OF WEST VIRGINIA, INC.
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(Name of Registrant as specified in its Charter)
CPT HOLDINGS, INC.
J&L STRUCTURAL, INC.
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(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
$
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(5) Total fee paid:
$
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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An Important Message to SWVA Stockholders:
Since 1993, SWVA's management has promised to enhance stockholder value
through good performance and "modernization" programs. Yet, the value of
your SWVA stock has steadily declined.
SWVA Stock Price
3/97 6.5
3/96 9.5
3/95 11.625
3/94 12.375
3/93 15.75
The management of SWVA makes a lot of promises about the future, but we think
what they have delivered is disappointment. Their track record speaks for
itself.
VOTE AGAINST MANAGEMENT'S
PROPOSALS TO AMEND SWVA'S CERTIFICATE OF INCORPORATION
VOTE FOR THE RESOLUTION REQUESTING
THAT THE BOARD OF DIRECTORS
NEGOTIATE WITH CPT
IMPORTANT
In order to vote for the CPT proposal, you must receive a copy of the CPT
proxy material. To do so, please please call D.F. King & Co., Inc. at
1-800-735-3529 (toll free).
CPT and J&L are soliciting proxies in connection with SWVA's Annual Meeting of
Stockholders (a) in favor of the adoption of a non-binding resolution
requesting that SWVA's Board enter into good faith negotiations with qualified
bidders for SWVA, including CPT, in an effort to negotiate the sale of SWVA and
(b) against the Board's proposals to amend SWVA's Certificate of Incorporation.
The participants in this solicitation may include Mentmore, CPT and J&L. As of
April 30, 1997, Mentmore and CPT are each record owners of 50 shares of SWVA
common stock. The directors and executive officers of Mentmore and CPT may be
deemed to beneficially own the shares of common stock owned by Mentmore and CPT.
Other than as set forth herein, as of April 30, 1997, neither J&L, nor any of
the directors and executive officers of Mentmore, CPT and J&L have any security
holdings in SWVA.
Mentmore, CPT and J&L and their respective directors and executive officers,
have an interest in the adoption by stockholders of the non-binding resolution
and the disapproval by stockholders of the SWVA Board's proposals to amend the
SWVA Certificate of Incorporation, due to the fact that CPT and J&L have
approached SWVA with a merger proposal and vote by the stockholders in this
manner may encourage SWVA's Board to entertain an offer from CPT and J&L. Except
as discolosed above, to the knowledge of CPT and J&L, none of Mentmore, CPT and
J&L and their respective directors and executive officers has any interest,
direct or indirect, by security holdings or otherwise in SWVA.
