Dear ESOP Participant:
I am pleased to enclose your proxy materials, an ESOP
Disclosure Supplement and Confidential Voting Instruction Form for
the Special Meeting of Stockholders of Weirton Steel Corporation,
to be held at the Jefferson County Civic Arena on May 26, 1994, at
7:00 p.m. I urge you to return the enclosed Confidential Voting
Instruction Form indicating your support for the Proposals to amend
our Restated Certificate of Incorporation and By-laws, and the
amendments to our 1984 and 1989 Employee Stock Ownership Plans.
It is extremely important that these Proposals be approved.
Your Board of Directors has recognized the importance of this issue
and has unanimously approved the Proposals and recommended their
adoption by the stockholders and ESOP Participants. I am writing
this letter to add my personal request for your support.
As you will read in greater detail in the enclosed materials,
the Proposals will increase the authorized number of shares of
Weirton Steel common stock, thus allowing the Company to issue new
equity; will make a number of changes with respect to the Board of
Directors, including qualification requirements for Board members;
and will create one new Board seat, to be held by an "ESOP
Director." The ESOP Director will be selected by a Nominating
Committee composed of participants from the ESOPs and provides
additional representation for participants' interest on the
Company's Board.
The purpose of issuing new equity is to reduce debt and
strengthen the Company pension fund, thus improving our earnings
prospects and overall financial position. New equity will give
Weirton Steel the greater resources it must have to compete
successfully in the capital intensive steel industry. An improved
financial position will facilitate future capital improvements,
lower borrowing costs, and provide better access to the capital
markets. In short, the Proposals give the Company the tools and
opportunity to build stockholder value.
Also, amendments to the ESOP Plans are necessary to provide a
mechanism to nominate the ESOP Director contemplated by the changes
to the Company's Certificate of Incorporation, to establish a
procedure to contribute shares of Series A Preferred Stock back to
the 1989 ESOP, and to facilitate public offerings of Weirton Steel
stock.
Your Board and I believe that approval of the Proposals is
critical for Weirton to be successful going forward and is in the
best interest of ESOP participants. Your vote is particularly
important since the Proposals require the approval of 80% of all of
the shares eligible to vote.
Once again, your Board and I urge you to vote FOR the
proposals by returning the enclosed Confidential Voting Instruction
Form indicating your approval.
We appreciate your support.
Sincerely,
/s/ Herbert Elish
Herbert Elish
Dear Stockholder:
I am pleased to enclose your proxy materials for the Special
Meeting of Stockholders of Weirton Steel Corporation, to be held at
the Jefferson County Civic Arena on May 26, 1994, at 7:00 p.m. If
you cannot attend the meeting in person, I urge you to return the
enclosed proxy card indicating your support for the Proposal to
amend our Restated Certificate of Incorporation and By-laws.
It is extremely important that this Proposal be approved.
Your Board of Directors has recognized the importance of this issue
and has unanimously approved the Proposal and recommended its
adoption by the stockholders. I am writing this letter to add my
personal request for your support.
As you will read in greater detail in the proxy statement, the
Proposal will increase the authorized number of shares of Weirton
common stock, thus allowing the Company to issue new equity; will
make a number of changes to the structure and operation of our
Board of Directors, including qualification requirements for Board
members; and will create one new Board seat, to be held by an "ESOP
Director."
The purpose of issuing new equity is to reduce debt and
strengthen the Company pension fund, thus improving our earnings
prospects and overall financial position. New equity will give
Weirton Steel the greater resources it must have to compete
successfully in the capital intensive steel industry. An improved
financial position will facilitate future capital improvements,
lower borrowing costs, and provide better access to the capital
markets. In short, the Proposal gives the Company the tools and
opportunity to build real stockholder value.
Your Board and I believe that approval of the Proposal is
critical for Weirton to be successful going forward. Your vote is
particularly important since the Proposal requires the approval of
80% of all of the shares eligible to vote.
Once again, we urge you to vote FOR the Proposal by returning
the enclosed proxy card indicating your approval.
We appreciate your support.
Sincerely,
/s/ Herbert Elish
Herbert Elish
