Weirton Steel Corporation
The following is text to be used for a phone bank set up beginning
4/29/94.
Hi, this is ____________________ from Weirton Steel Corporation.
Is _________________ home? (If not talk to spouse).
The purpose of my call is to emphasize the importance of returning
the Confidential Voting Instruction Form that was recently sent out
and to urge you to vote in favor of the two Proposals. It takes
80% of the outstanding shares to be voted in favor of the stock
authorization proposal for it to pass. In the past, there has been
confusion among ESOP participants about voting. For your vote to
be counted in favor of the Proposal, you must mark the FOR box,
sign and date your form and return it. It is important for you to
mark and return your Form, and to vote FOR the Proposals.
News & Views
slug/votes
4/28/94
Tina Smith (Communications Representative /newscast anchor):
"In less than a month, votes will be tabulated at the special
shareholders meeting, with the company in high hopes of gaining
approval to hold a public stock offering.
"Also at stake are issues aimed at adding an ESOP director to
the board and designating that director as a member of the
nominating committee, changing the qualifications for independent
directors and imposing age limits on directors.
"There's no sense of editorializing the importance of this vote.
We've known that for some time. Nonetheless, what's important to
understand is the percentage of the vote the corporation requires
from the shareholders for approval.
"Mike Garan joins us with more on this story.
"Mike, how do things look?"
Mike Garan (Communications Administrator/newscast reporter):
"Well, Tina, here's how this is going to work and it's something
quite different than what we've experienced in voting other
proxies.
"The stock authorization and the board changes -- will be voted
as one issue. Approval of these amendments will require an 80
percent affirmative vote by shareholders.
"In this case, however, we need 80 percent of the total votes,
inside and outside both ESOPs, for the amendments to pass. It
doesn't mean an 80 percent majority of the votes cast by
shareholders. There's a big difference between the two.
"Let's look at the numbers. There are 40.6 million outstanding
votes. Needing 80 percent of all the votes, the company, therefore,
will need 32.5 million affirmative votes for passage.
"Nothing less than 32 and a half million will do.
"That's why it's important for everyone -- and I mean everyone
- -- to send in their proxies -- and to vote FOR the amendments.
"Now, here's what will happen if you don't vote.
"If employee-owners don't vote their ESOP shares, it will be up
to the ESOP trustee to vote those shares in the same proportion as
those shareholders who send in their proxies.
"For example, if those who voted their ESOP shares voted 80
percent FOR the amendments and 20 percent AGAINST it, that's how
the Trustee will vote the unvoted shares -- 80 percent of them will
be voted FOR and 20 percent AGAINST.
"So, if you plan to vote your ESOP shares FOR the amendments, by
all means vote. You run the risk of a portion of your shares being
voted AGAINST the amendments should you forget to send in your
proxy.
"For any person holding outside shares who does not send in his
proxy, well, those votes won't be counted at all and it's just the
same as a vote AGAINST.
"The board, management, the ISU and the Shareholders Information
Corporation support this issue and we hope you will, too.
"Tina, the proxies have been sent out to all shareholders, so
what it boils down to is that the company needs everybody to send
them back -- preferably as affirmative votes."
Tina Smith: "Thanks for that report, Mike."
News & Views
slug/proxies
4/28/94
Tina Smith (Communications Representative/newscast anchor):
"Your ESOP Participation Voter Instruction cards, or proxies as
they are more commonly called, are on their way to your door. All
ESOP participants will be receiving white-colored cards on which
two issues up for vote will appear.
"Media and Investor Relations Director Rick Garan explained the
make-up of the proxy cards."
Rick Garan (Director-Media and Investor Relations):
"And there are two issues on there. On the back side, you'll see
that there are four boxes, two for each issue, FOR and AGAINST
boxes. The first issue deals with the authorization increase, the
addition of one new member to the board -- the ESOP member -- and
the change in the definition of the independent director.
"This will require a majority of 80 percent of all the
participating votes out there. There are approximately 40.6 million
votes. This will require at least 32 and a half million to pass.
"The second issue only ESOP participants will vote on this one.
This will not be on the public shareholders card. It deals with the
make-up of the nominating committee of the new ESOP director -- how
the new ESOP director will be nominated.
"It requires a simple majority vote, and it's voted on one vote
per participant. It doesn't matter how many shares you have. If you
have a thousand shares -- if you have one share -- each participant
is counted as one vote. And, again, it only requires a simple
majority -- 50 percent plus one."
Tina Smith:
"Garan emphasized that it's important for all shareholders, both
within and outside the ESOPs, to vote their proxies. He also
reiterated that for the stock authorization and board changes to
pass, the issue requires an 80 percent vote in favor of the
amendments."
Rick Garan:
"Well, as Mike explained earlier in the broadcast, it's going to
take 32 and a half million votes for the issues to pass. Both ESOPs
contain 30 million votes, so even if 100 percent of all ESOP
participants voted for these amendments, it's not enough for this
issue to pass.
"We also have to urge our outside shareholders to vote for this
proposal, too. And we urge everybody to vote and everybody to vote
for the issue."
Tina Smith:
"The ESOP tabulator must receive the cards no later than the end
of business on Tuesday, May 24. Any votes received after that time
will not be counted."
Rick Garan:
"You should allow yourself two to three days for mailing. I urge
you to get them in as soon as you possibly can."
News & Views
slug/slanchik
4/28/94
Tina Smith (Communications Representative/newscast anchor):
"With the recent action taken by the board of directors to
increase authorized stock and address governance issues, News and
Views talked with top officials of the Shareholders Information
Corporation to get their opinions on the proposals.
"SIC President Frank Slanchik addressed Weirton Steel's need for
equity, as did vice president Dom Pulice."
Frank Slanchik (President-Shareholders Information Corp.):
"I think we're in debt pretty good, and the pension plan's a
little underfunded and if we can put some money on both of these,
I think we'll be ahead in the long run."
Dom Pulice (Vice President-Shareholders Information Corp.):
"We feel that it's time to get it out there. We've been needing
- -- everybody's agreed we need to raise equity. I feel a lot of our
needs have been met as far as board governance issues and I think
we're starting to get on the right track."
Tina Smith:
"Slanchik also offered his view on the board governance
recommendations."
Frank Slanchik:
"I've been involved in this for the last eight months and I know
what the union directors were asking for in October and November
and I feel the biggest part of it's been taken care of."
Tina Smith:
"Both SIC officials also emphasized the need to explain the
entire package to shareholders."
Frank Slanchik:
"We'll support the issue. There'll be something coming out later
on a shareholder group that will be incorporated into the by-laws
of the company and this is something our group's gonna have to
discuss."
Dom Pulice:
"We'll be getting together. I think we need a lot of
information. There's a lot of information out there that needs to
be explained. People don't have a full understanding yet. But, as
far as our group, we all know what we've been working for and we
get it out there, get it explained, and I think the response will
be very positive."
