Filed October 31, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEIRTON STEEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-1075442
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 Three Springs Drive, Weirton, West Virginia 26062-4989
(Address of Principal Executive Offices) (Zip Code)
WEIRTON STEEL CORPORATION 1994 EMPLOYEE STOCK PURCHASE PLAN
WEIRTON STEEL CORPORATION DEFERRED COMPENSATION PLAN FOR
DIRECTORS
(Full titles of the plans)
William R. Kiefer
Vice President-Law and Secretary
Weirton Steel Corporation
400 Three Springs Drive
Weirton, West Virginia 26062-4989
(Name and address of agent for service)
(304) 797-2000
(Telephone number, including area code, of agent for service)
With a copy to:
Harvey L. Sperry, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
(212) 821-8000
<TABLE>
Calculation Of Registration Fee
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1)price (1) fee
<S> <C> <C> <C> <C>
Common Stock, 5,300,000 (2) $8.75 $46,375,000 $15,991.38
$.01 par
value
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended
(the "Securities Act"), using the average of the high and low price of Weirton
Steel Corporation (the "Company") Common Stock, par value $.01 per share (the
"Common Stock"), as reported on the New York Stock Exchange (the "NYSE") on
October 26, 1994.
(2) Includes (i) 97,074 shares credited to participant accounts pursuant to
the Weirton Steel Corporation Deferred Compensation Plan for Directors (the
"Deferred Compensation Plan for Directors"); (ii) up to 202,926 additional
shares which may be credited to participant accounts under the Deferred
Compensation Plan for Directors; and (iii) 5,000,000 shares to be issued under
the Weirton Steel Corporation 1994 Employee Stock Purchase Plan (the "1994
Employee Stock Purchase Plan").
</TABLE>
[TEXT]
EXPLANATORY NOTE
This registration statement, together with all exhibits
thereto, (the "Registration Statement") has been prepared in
accordance with the requirements of the Securities Act to
register the Common Stock offered pursuant to the 1994 Employee
Stock Purchase Plan and the Deferred Compensation Plan for
Directors.
Under cover of this Registration Statement is a reoffer
prospectus prepared in accordance with the requirements of the
Securities Act to register for reofferings of up to 97,074 shares
of the Common Stock acquired by certain selling stockholders
through their participation in the Deferred Compensation Plan for
Directors.
WEIRTON STEEL CORPORATION
FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION
OF INFORMATION REQUIRED BY PART I OF FORM S-3
FOR THE REOFFERING OF THE COMMON STOCK BY SELLING STOCKHOLDERS
Form S-3 Item Number Location/Heading in Prospectus
1. Forepart of Registration Cover Page; Available Information
Statement and Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Available Information; Incor-
Back Cover Page of poration of Certain Inform-
Prospectus ation by Reference
3. Summary Information, Risk Cover Page
Factors and Ratio of
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to Incorporation of
Registered Certain Information
by Reference
10. Interests of Named Experts Experts; Legal Matters
and Counsel
11. Material Changes Material Changes
12. Incorporation of Certain Incorporation of Certain
Information by Reference Information by Reference
13. Disclosure of Commission Indemnification of Officers
Position on Indemnification and Directors
for Securities Act
Liabilities
P R O S P E C T U S
97,074 Shares
WEIRTON STEEL CORPORATION
COMMON STOCK
(Par Value $.01 Per Share)
This Prospectus relates to the periodic offer and sale
of up to 97,074 shares of the Common Stock by certain selling
stockholders each of whom is a director or former director of the
Company and a participant in the Deferred Compensation Plan for
Directors, and named herein (each, a "Selling Stockholder"). See
"Selling Stockholders." Offers of such shares of the Common
Stock may be made on the NYSE at prevailing prices on the NYSE on
the date of sale or such shares may be sold in negotiated
transactions or otherwise. All selling and other expenses
incurred by a Selling Stockholder in connection with the offer
and sale of such Selling Stockholder's shares of the Common Stock
will be borne by such Selling Stockholder. None of the proceeds
from the sale of shares of Common Stock offered hereby will be
received by the Company. See "Plan of Distribution."
The Common Stock is traded on the NYSE under the symbol
WS. The shares of Common Stock offered hereby are, or are
expected to be, authorized for listing on the NYSE. On October
27, 1994, the closing price of the Common Stock on the NYSE was
$[8.75] per share.
The Company's principal executive offices are located
at 400 Three Springs Drive, Weirton, West Virginia 26062-4989,
telephone: (304) 797-2000.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November 1, 1994.
No person has been authorized to give any information or to make
any representations in connection with this offering other than
those contained in this Prospectus. If given or made, such
information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to
buy, any securities other than the registered securities to which
it relates, or an offer to or solicitation of any person in any
jurisdiction in which such offer or solicitation would be
unlawful. The delivery of this Prospectus at any time does not
imply that information herein is correct as of any time
subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and in accordance therewith files reports, proxy
materials and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy materials and
other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the
Commission located at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material
can also be obtained at prescribed rates from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Such reports and other
information concerning the Company can also be inspected at the
office of the NYSE, 20 Broad Street, New York, NY 10005.
This Prospectus constitutes a part of the Registration
Statement and omits certain of the information contained in the
Registration Statement and reference is hereby made to the
Registration Statement for further information with respect to
the Company and the securities offered hereby. Statements
contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed with the
Commission by the Company are incorporated by reference in this
Prospectus:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
(b) The Company's Amendment No. 1 on Form 10-K/A to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
(c) The Company's Amendment No. 2 on Form 10-K/A to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
(d) The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994.
(e) The Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1994.
(f) The Company's Current Report on Form 8-K dated
April 19, 1994.
(g) The Company's Current Report on Form 8-K dated
June 29, 1994.
(h) The Company's Current Report on Form 8-K dated
July 19, 1994.
(i) The Company's Current Report on Form 8-K dated
August 29, 1994.
(j) The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form 8-A
filed on May 4, 1989 pursuant to Section 12 of the Exchange Act.
All reports filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the
date of this Prospectus and prior to the termination of the
offering hereunder, shall be deemed to be incorporated in this
Prospectus by reference and to be a part of this Prospectus from
the date of the filing of such reports. Any statement contained
in a document incorporated or deemed to be incorporated by
reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference in this Prospectus modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company undertakes to provide without charge to
each person to whom a copy of this Prospectus is delivered, upon
written or oral request of such person, a copy of any and all of
the information described above that has been or may be
incorporated herein by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by
reference into such documents). Requests for such information
may be directed to: Secretary, Weirton Steel Corporation, 400
Three Springs Drive, Weirton, West Virginia 26062-4989; telephone
no. (304) 797-2000.
MATERIAL CHANGES
The Company filed a registration statement (Registration No.
33-53797) on Form S-3 under the Securities Act with respect to
the offering of 17,000,000 shares of its Common Stock (the "S-3
Statement") with the Commission on May 25, 1994, which S-3
Statement was amended by Amendment No. 1 on July 18, 1994,
Amendment No. 2 on August 4, 1994 and Amendment No. 3 on August
9, 1994. Pursuant to the offering, the Company sold 15,000,000
newly authorized shares of its Common Stock and Mellon Bank,
N.A., as trustee of the trust created under the Weirton Steel
Corporation Retirement Plan, sold 2,000,000 shares of its
holdings of the Company's Common Stock. The underwriters of the
offering subsequently exercised their option to purchase
2,550,000 additional shares of the Company's Common Stock held by
Mellon Bank, N.A. The closings of such sales occurred August 16,
1994 and August 22, 1994, respectively. The Company did not
receive any proceeds from the sale of shares of its Common Stock
by Mellon Bank, N.A.
On September 15, 1994, the Company made a discretionary
contribution of $20.0 million to its retirement plan using net
proceeds from the offering. On September 30, 1994, the Company
used $25.0 million of the net proceeds from the offering to
redeem all 500,000 shares of its Redeemable Preferred Stock,
Series B. The Company intends to use the remaining net proceeds
from the offering of approximately $71.8 million to purchase or
redeem, including premiums, if any, and accrued interest, certain
of its senior indebtedness, or to make additional discretionary
contributions to its retirement plan. The specific amounts of
senior indebtedness to be reduced and the timing thereof will be
based upon market and other conditions.
The foregoing is qualified in its entirety by the more
detailed information contained in the S-3 Statement, which is an
exhibit to the Registration Statement of which this Prospectus
constitutes a part.
SELLING STOCKHOLDERS
This Prospectus relates to offers and sales by the
Selling Stockholders of shares of Common Stock previously
credited to their individual participant accounts as of September
30, 1994 under the Deferred Compensation Plan for Directors.
The following table sets forth the names of the Selling
Stockholders, the number of shares of Common Stock beneficially
owned by each of them as of September 30, 1994 and the number of
shares covered by this Prospectus. After the completion of the
offerings contemplated by this Prospectus, each of the Selling
Stockholders will own less than 1% of the outstanding shares of
Common Stock. There can be no assurance that any Selling
Stockholder will sell all or any of the shares of Common Stock
offered by him hereunder.
<TABLE>
<CAPTION>
Total
Number of Number of
Shares Shares Covered
Selling Beneficially by this
Stockholder Owned Prospectus(2)
----------- ------------ ----------------
<S> <C> <C>
Gordon C. Hurlbert 22,995 22,995
F. James Rechin (1) 12,110 11,610
Phillip H. Smith (1) 9,000 7,682
Harvey L. Sperry 23,947 23,647
Thomas R. Sturges 14,999 14,999
David I.J. Wang 26,141 16,141
<FN>
(1) Mr. Rechin resigned as a director of the Company in
August, 1994. Mr. Smith resigned as a director of the Company in
April, 1994.
(2) Represents the number of shares previously credited to the
accounts of Messrs. Hurlbert, Rechin, Smith, Sperry, Sturges and
Wang, respectively, and held in trust under the Plan, over which
shares the named individuals do not exercise voting and/or
investment power until distribution.
</TABLE>
[TEXT]
PLAN OF DISTRIBUTION
Each Selling Stockholder may from time to time and
subject to certain conditions effect sales of Common Stock
purchased by such Selling Stockholder under the Deferred
Compensation Plan for Directors. Such sales may be made in one
or more transactions on the NYSE or other securities exchanges or
in the over-the-counter market or otherwise, at prices and at
terms then prevailing or at prices related to the then current
market price, or in negotiated transactions, by gift or
otherwise. If all or a portion of such shares are sold in
transactions on the NYSE or other securities exchanges, they may
be sold by means of: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to
facilitate the transactions; (b) purchases by a broker as
principal and resale by such broker for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; (d) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers; or (e) a combination of the foregoing methods.
In effecting sales, brokers or dealers engaged by a Selling
Stockholder may arrange for other brokers or dealers to
participate. The brokers or dealers engaged by a Selling
Stockholder may receive commissions or discounts from such
Selling Stockholder in amounts to be negotiated prior to the
sale. Such brokers or dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.
EXPERTS
The audited financial statements and schedules
incorporated by reference in this Registration Statement have
been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto,
and are incorporated by reference herein, in reliance upon the
authority of said firm as experts in giving said reports.
LEGAL MATTERS
Legal matters in connection with the sale of the
securities offered hereby have been passed upon for the Company
by Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd
Street, New York, New York 10022. Harvey L. Sperry, Esq., a
partner in Willkie Farr & Gallagher, is a director of the Company
and a Selling Stockholder.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Corporation Law
expressly permits indemnification of officers and directors of
Delaware corporations against claims, judgments and expenses
arising in connection with legal or administrative proceedings or
otherwise, including amounts paid in settlement of a claim or
litigation, if the officer or director acted in good faith and in
a manner he believed to be in, or not opposed to, the best
interest of the corporation.
Article IX of the Company's By-laws provides for
indemnification of the Company's directors, officers, employees
and agents, including former directors, officers, employees and
agents, to the fullest extent permitted under Delaware law.
Article Twelfth of the Company's Restated
Certificate of Incorporation provides, in part, as follows:
TWELFTH: No director of the Corporation shall be
personally liable to the Corporation or to any stockholder for
monetary damages for a breach of fiduciary duty as a director,
except liability (i) for any breach of a director's duty of
loyalty to the Corporation or to its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful purchases by the Corporation of
its capital stock pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which a director
receives an improper personal benefit, except to the extent any
such liability is subsequently authorized by the law of Delaware
to be reduced or eliminated. No amendment to or repeal of any of
the provisions of this Article TWELFTH shall eliminate or reduce
the effect of this Article TWELFTH in respect of any matter
occurring, or any cause of action, suit or claim that, but for
this Article TWELFTH would accrue or arise, prior to such
amendment or repeal of an inconsistent provisions.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing
provisions, or otherwise, the Company has been informed that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed with the Commission by
the Company are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
(b) The Company's Amendment No. 1 on Form 10-K/A to
the Company's Annual Report on Form 10-K for
the year ended December 31, 1993.
(c) The Company's Amendment No. 2 on Form 10-K/A to
the Company's Annual Report on Form 10-K for
the year ended December 31, 1993.
(d The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994.
(e) The Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1994.
(f) The Company's Current Report on Form 8-K dated
April 19, 1994.
(g) The Company's Current Report on Form 8-K dated
June 29, 1994.
(h) The Company's Current Report on Form 8-K dated
July 19, 1994.
(i) The Company's Current Report on Form 8-K dated
August 29, 1994.
(j) The description of the Common Stock of the
Company contained in the Company's Registration
Statement on Form 8-A filed on May 4, 1989
pursuant to Section 12 of the Exchange Act.
All reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to
be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this Registration
Statement modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered
hereby is being passed upon for the Company by Willkie Farr &
Gallagher. As of the date of this Registration Statement, Harvey
L. Sperry, a partner of Willkie Farr & Gallagher, is a director
of the Company and a Selling Stockholder who beneficially owns
23,947 shares of Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Corporation Law expressly
permits indemnification of officers and directors of Delaware
corporations against claims, judgments and expenses arising in
connection with legal or administrative proceedings or otherwise,
including amounts paid in settlement of a claim or litigation, if
the officer or director acted in good faith and in a manner he
believed to be in, or not opposed to, the best interest of the
corporation.
Article IX of the Company's By-laws provides for
indemnification of the Company's directors, officers, employees
and agents, including former directors, officers, employees and
agents, to the fullest extent permitted under Delaware law.
Article Twelfth of the Company's Restated Certificate
of Incorporation provides, in part, as follows:
TWELFTH: No director of the Corporation shall be
personally liable to the Corporation or to any stockholder for
monetary damages for a breach of fiduciary duty as a director,
except liability (i) for any breach of a director's duty of
loyalty to the Corporation or to its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful purchases by the Corporation of
its capital stock pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which a director
receives an improper personal benefit, except to the extent any
such liability is subsequently authorized by the law of Delaware
to be reduced or eliminated. No amendment to or repeal of any of
the provisions of this Article TWELFTH shall eliminate or reduce
the effect of this Article TWELFTH in respect of any matter
occurring, or any cause of action, suit or claim that, but for
this Article TWELFTH would accrue or arise, prior to such
amendment or repeal of an inconsistent provisions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Exemption from registration is claimed under Section
4(2) of the Securities Act for the 97,074 shares of Common Stock
previously awarded to the directors of the Company listed as
Selling Stockholders in the Prospectus contained in this
Registration Statement.
Item 8. EXHIBITS
See Exhibit Index immediately preceding the Exhibits to
this Registration Statement.
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to the
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of the employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Weirton, State of West Virginia, on October 31, 1994.
WEIRTON STEEL CORPORATION
(Registrant)
By: /s/ Herbert Elish
Herbert Elish
Chairman of the Board, President
and Chief Executive Officer
Power of Attorney
Each person whose signature appears below hereby
constitutes and appoints Herbert Elish, Richard K. Riederer and
William R. Kiefer, and each of them acting alone, his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all
amendments or supplements to this registration statement and to
file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing necessary or appropriate to be done with respect to this
registration statement or any amendments or supplements hereto in
the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed by
the following persons in the capacities and on the dates
indicated.
Signature Capacity Date
/s/ Herbert Elish
October 31, 1994
Herbert Elish
Chairman of the Board, President
and Chief Executive
Officer and Director
/s/ James B. Bruhn Director October 31, 1994
James B. Bruhn
Director , 1994
Robert J. D'Anniballe Jr.
/s/ Mark G. Glyptis Director October 31, 1994
Mark G. Glyptis
/s/ Gordon C. Hurlbert Director October 31, 1994
Gordon C. Hurlbert
Director , 1994
Phillip A. Karber
Director , 1994
Richard F. Schubert
/s/ Harvey L. Sperry Director October 31, 1994
Harvey L. Sperry
/s/ Thomas R. Sturges Director October 31, 1994
Thomas R. Sturges
/s/ David I.J. Wang Director October 31, 1994
David I.J. Wang
/s/ Richard K. Riederer Executive Vice Pres-
Richard K. Riederer ident Finance and
Chief Financial Officer October 31, 1994
(Principal Financial
Officer) and Director
/s/ Earl E. Davis Controller
Earl E. Davis Principal Accounting Officer
October 31, 1994
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
4.1 Specimen Common Stock certificate
of the Company (incorporated by reference
to exhibit 4.1 to the Company's Registration
Statement on Form S-1 filed May 3, 1989,
Commission File No. 33-28515).
5.1 Opinion of Willkie Farr &
Gallagher, counsel to the
Company (filed herewith).
23.1 Consent of Arthur Andersen LLP
(filed herewith).
23.2 Consent of Willkie Farr & Gallagher
(contained in the opinion filed as
Exhibit 5.1).
24.1 Powers of Attorney (contained on
the signature page to this Registration
Statement).
29.1 Registration Statement on Form S-3
(Registration No. 33-53797) under the
Securities Act of 1933, as amended,
filed with the Commission on May 25,
1994, as amended by Amendment No. 1
on July 18, 1994, Amendment No. 2 on
August 4, 1994 and Amendment No. 3 on
August 9, 1994 (incorporated by reference)
Exhibit 5.1
October 31, 1994
Weirton Steel Corporation
400 Three Springs Drive
Weirton, West Virginia 26062
Ladies and Gentlemen:
We have acted as counsel to Weirton Steel Corporation (the
"Company"), a corporation organized under the laws of the State
of Delaware, with respect to the Company's Form S-8 Registration
Statement (the "Registration Statement") to be filed by the
Company with the Securities and Exchange Commission on October
31, 1994, in connection with the registration under the
Securities Act of 1933, as amended, by the Company of an
aggregate of 5,300,000 shares of Common Stock, par value $0.01
per share (the "Shares") subject to purchase under the Weirton
Steel Corporation Deferred Compensation Plan for Directors and
the Weirton Steel Corporation 1994 Employee Stock Purchase Plan.
As counsel for the Company, we have examined, among other things,
such federal and state laws and originals and/or copies
(certified or otherwise identified to our satisfaction) of such
documents, certificates and records as we deemed necessary and
appropriate for the purpose of preparing this opinion.
Based on the foregoing, we are of the opinion that the Shares
have been duly and validly authorized for issuance and, upon
delivery thereof and payment therefor as provided in the
Registration Statement, will be validly issued, fully paid, and
nonassessable.
We consent to being named in the Registration Statement and
related prospectuses as counsel who are passing upon the legality
of the Shares and to the incorporation by reference in the
Registration Statement of the reference to our firm under the
caption "Legal Matters". We also consent to your filing copies
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Willkie Farr & Gallagher
Exhibit 23.1
Arthur Andersen LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 24, 1994, included (or incorporated by
reference) in Weirton Steel Corporation's Form 10-K for the year
ended December 31, 1993, and to all references to our Firm
included in this registration statement.
/s/Arthur Andersen LLP
Pittsburgh, Pennsylvania
October 31, 1994
