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SCHEDULE 14A INFORMATION
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Steel of West Virginia
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PRESS RELEASE FOR IMMEDIATE RELEASE
CONTACT: TIMOTHY R. DUKE
PRESIDENT & CHIEF OPERATING
OFFICER
(304) 696-8200
STEEL OF WEST VIRGINIA, INC. CONFIRMS
REJECTION OF PROPOSAL
Huntington, West Virginia, April 1, 1997
Steel of West Virginia, Inc. (NMS - SWVA), in response to CPT Holdings,
Inc.'s announcement today, confirmed that it had received a proposal from
CPT and had concluded, based upon the recommendation of a Special Committee
of outside Directors, with the advice of its investment banker and outside
counsel, that pursuing CPT's proposal was not in the best interests of the
Company and its shareholders. Albert Eastburn, former President of the Steel
Division of Lukens, Inc. and Chairman of the Special Committee, indicated on
behalf of the Special Committee and the Board of Directors that, in light of
SWVA's recent results of operations and the anticipated impact of its
expansion and modernization program, the CPT proposal was poorly timed and
inadequate. The Special Committee had previously communicated its conclusion
to CPT, and had offered to meet with CPT, on the basis of a customary
standstill arrangement, to listen to anything further that it might wish to
add. Until today, CPT had not responded to that offer.
The Board stated that the CPT proposal, made at a time when SWVA's
historically cyclical markets appear to have bottomed, and shortly before the
expansion and modernization program will be completed, would deny SWVA's
shareholders the benefit of the value being created. SWVA is currently
experiencing a strengthening in its order book and is moving to expand its
special sections into the manufactured housing market. The Company expects
to release its first quarter results of operations shortly, which it
anticipates will exceed published analysts' estimates. Additionally, the
Company's expansion and modernization program, scheduled to be completed by
late 1997, is expected to expand SWVA's range of products, improve product
quality, reduce operating costs and increase the plant's rolling capacity
approximately 62%, to over 420,000 tons per year. Upon completion of the
expansion and modernization program, the Board expects SWVA to be a dominant,
low-cost provider in both its current market and related product lines,
including the manufactured housing market.
SWVA notes that as of December 31, 1996, CPT's balance sheet showed
approximately $60 million of long-term debt, and a shareholders' deficit of
almost $10 million. Additionally, as of December 31, 1996, J&L Structural
was not in compliance with its operating cash flow and total debt service
covenants with its senior and subordinated lenders. In the opinion of the
Board, SWVA has positioned itself to capture significant market share from
J&L in the near term.
Steel of West Virginia, Inc. is headquartered in Huntington, West Virginia.
The Company custom designs and manufactures special steel products
principally for use in the construction of truck trailers, industrial lift
trucks, off-highway construction equipment (such as bulldozers and graders),
guard rail post and mining industry.
Any forward looking statements contained herein are subject to the statement
on Forward Looking Statements, including the risk factors set forth therein,
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
Phone: (304) 696-8200 Phone: (800) 624-3492 Fax: (304) 529-1479
HUNTINGTON, WEST VIRGINIA 25726-2547
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PRESS RELEASE FOR IMMEDIATE RELEASE
CONTACT: MARK G. MEIKLE
VICE PRESIDENT, TREASURER
& CHIEF FINANCIAL OFFICER
(304) 696-8200
CPT WITHDRAWS SUIT: NOT A STOCKHOLDER OF RECORD
Huntington, West Virginia, May 1, 1997
Steel of West Virginia, Inc. (SWVA - NMS) announced today that a
representative of CPT Holdings, Inc. has confirmed that Mentmore Holdings
Corporation is not pursuing the lawsuit that it brought in Delaware to obtain
a copy of Steel's stockholder list. Neither CPT nor Mentmore was a
stockholder of record of Steel when the lawsuit was commenced.
Steel of West Virginia, Inc. is headquartered in Huntington, West Virginia.
The Company custom designs and manufactures special steel products
principally for use in the construction of truck trailers, industrial lift
trucks, off-highway construction equipment (such as bulldozers and graders),
guard rail post, and mining industry.
Phone: (304) 696-8200 Phone: (800) 624-3492 Fax: (304) 529-1479
HUNTINGTON, WEST VIRGINIA 25726-2547
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[LOGO]
PRESS RELEASE FOR IMMEDIATE RELEASE
CONTACT: MARK G. MEIKLE
VICE PRESIDENT, TREASURER
& CHIEF FINANCIAL OFFICER
(304) 696-8200
STEEL OF WEST VIRGINIA, INC. RECEIVES CPT/MENTMORE REQUEST FOR
STOCKHOLDER LIST
Huntington, West Virginia, May 6, 1997
Steel of West Virginia, Inc. (SWVA - NMS) stated today that Mentmore Holdings
Corporation, an affiliate of CPT Holdings, Inc., has delivered a second
request for a copy of SWVA's stockholder list under Delaware law. Mentmore
had previously requested a copy of the list, and had commenced a lawsuit in
Delaware to obtain it, at a time when Mentmore was not a stockholder of
record of SWVA and therefore was not entitled to request the list. Although
a representative of Mentmore has confirmed that Mentmore is not pursuing the
lawsuit, the lawsuit has not formally been withdrawn. CPT has also delivered
a request for a copy of the stockholder list under SEC Rule 14a-7.
Steel of West Virginia, Inc. is headquartered in Huntington, West Virginia.
The Company custom designs and manufactures special steel products
principally for use in the construction of truck trailers, industrial lift
trucks, off-highway construction equipment (such as bulldozers and graders),
manufactured housing, guard rail post, and mining industry.
Phone: (304) 696-8200 Phone: (800) 624-3492 Fax: (304) 529-1479
HUNTINGTON, WEST VIRGINIA 25726-2547
<PAGE>
PRESS RELEASE FOR IMMEDIATE RELEASE
CONTACT: MARK G. MEIKLE
VICE PRESIDENT, TREASURER
& CHIEF FINANCIAL OFFICER
(304) 696-8200
INSTITUTIONAL SHAREHOLDER SERVICES
RECOMMENDS VOTING AGAINST CPT'S PROPOSAL
Huntington, West Virginia, May 13, 1997.
Steel of West Virginia, Inc. (NMS - SWVA) today announced that Institutional
Shareholder Services (ISS) has recommended to its subscribers that
stockholders of Steel of West Virginia vote against CPT Holdings' proposal
that SWVA stockholders approve a resolution requesting that the board
negotiate with potential bidders concerning the sale of the company.
In arguing against the CPT proposal, ISS noted, "we believe that the board
has outlined a reasonable strategic plan to enhance shareholder value, as
evidenced by the company's expansion into the manufactured housing market and
the implementation of the expansion and modernization program . . . . The
company's results for the first quarter of 1997, which are a drastic
improvement over the results for the same period in 1996, in addition to the
improving stock price, lead us to believe that management has the company on
the right track."
Commenting on the report by ISS Timothy R. Duke, President stated "We are
delighted that ISS has spoken out concerning CPT's proposal. We have always
stated that the CPT proposal is poorly timed, grossly inadequate, and not in
the best interests of our stockholders, and having ISS concur with our views
is very gratifying."
Steel of West Virginia, Inc. is headquarter in Huntington, West Virginia.
The company custom designs and manufactures special steel products
principally for use in the construction of truck trailers, industrial lift
trucks, off-highway construction equipment (such as bulldozers and graders),
manufactured housing, guardrail post, and mining industry.
