<PAGE>1
As filed with the Securities and Exchange Commission on October 12, 1995
Registration No. 33-61345
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
WEIRTON STEEL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
3312
(Primary Standard Industrial Classification Code Number)
Delaware 06-1075442
(State or Other Jurisdiction (I.R.S. Employer
of Identification No.)
Incorporation or Organization)
400 Three Springs Drive
Weirton, West Virginia 26062-4989
(304) 797-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
William R. Kiefer, Esq.
400 Three Springs Drive
Weirton, West Virginia 26062-4989
(304) 797-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies To:
Harvey L. Sperry, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of each class of securities to be offering offering Registration
to be registered price(1) price Fee
---------------------------------- ---------- -------- ---------- ------------
<S> <C> <C> <C> <C>
10-3/4% Senior Due 2005 . . . . . . . . . . . . . . . . . . . $125,000,000 100% $125,000,000 $43,103
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
<PAGE>2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Company, which is a Delaware corporation, is empowered by the
Delaware General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending or completed
action, suit or proceeding in which such person is made a party by reason of
his being or having been a director, officer, employee or agent of the
Company. The statute provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a person may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise. The Certificate of Incorporation and By-Laws of the
Company provide for indemnification of the directors and officers of such
entities to the full extent permitted by the Delaware General Corporation Law.
Article Twelve of the Company's Certificate of Incorporation provides 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 provision."
Article IX of the Company's By-Laws provides as follows:
Section 1. Each current or former director, officer, employee or agent
of the Corporation, or any person who may have served at its request as a
director or officer of another corporation in which it owns stock or of which
it is a creditor (or in a comparable position in another form of entity in
which the Corporation owns an equity interest or with which it is a joint
venturer or of which it is a creditor), and such person's heirs, executors,
and administrators (each, an "Indemnitee"), shall be indemnified by the
Corporation against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation), to which he or she may be made a party by reason of any
alleged acts or omissions in such capacity if such person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his or her conduct
was unlawful.
Section 2. Each Indemnitee shall be indemnified by the Corporation
against all expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of
<PAGE>3
any alleged acts or omissions in such capacity if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been finally adjudged to be liable to the Corporation unless and
only to the extent that the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon
application that despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 3. Expenses incurred by an Indemnitee in defending any civil or
criminal action may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such Indemnitee to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the
Corporation.
Section 4. The foregoing rights of indemnification and advancement of
expenses shall be in addition to and not exclusive of any and all other rights
to which such Indemnitee might be entitled as a matter of law.
The Company maintains an insurance policy provided for indemnification of
its officers, directors and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under
certain stated conditions.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits:
3.1 Restated Certificate of Incorporation of the Company.(a)
3.2 Certificate of Amendment to Restated Certificate of Incorporation of the
Company.(d)
3.3 By-laws of the Company.(a)
3.4 Amendment to By-laws of the Company.(d)
3.5 Certificate of the Designation, Powers, Preferences and Rights of the
Convertible Voting Preferred Stock, Series A.(b)
4.1 Indenture dated October 17, 1989 between the Company and First Bank
(N.A.), as trustee, relating to the Company's 10-7/8% Senior Notes Due
1999, including form of Note.(b)
4.2 Indenture dated March 1, 1993 between the Company and Bankers Trust
Company, as trustee, relating to the Company's 11-1/2% Senior Notes Due
1998, including form of Note.(j)
4.3 First Supplemental Indenture relating to the Company's 11-1/2% Senior
Notes due 1998, dated July 25, 1995.*
4.4 Indenture, dated as of June 12, 1995, between the Company and Bankers
Trust Company, as trustee, relating to $125,000,000 principal amount of
10-3/4% Senior Notes due 2005, including form of Senior Note.*
<PAGE>4
4.5 Registration Rights Agreement, dated as of June 12, 1995, between the
Company and Lazard Freres & Co. LLC.*
5 Opinion of Willkie Farr & Gallagher.
10.1 Pellet Sale Agreement dated June 25, 1991, between USX Corporation and
the Company.(k)
10.2 1984 Employee Stock Ownership Plan, as amended and restated.(b)
10.3 1989 Employee Stock Ownership Plan.(b)
10.4 1987 Stock Option Plan.(a)
10.5 Employment Agreement between Herbert Elish and the Company dated as of
July 1, 1990.(g)
10.6 Employment Agreement between James B. Bruhn and the Company.(a)
10.7 Employment Agreement between Thomas W. Evans and the Company dated April
21, 1987.(d)
10.8 Employment Agreement between Richard K. Riederer and the Company.(a)
10.9 Amendment dated July 19, 1993 to the Employment Agreement dated April 21,
1987 between Thomas W. Evans and the Company.(i)
10.10 Redacted Pellet Sale and Purchase Agreement dated as of September 30,
1991 between Cleveland-Cliffs Iron Company and the Company.(f)
10.11 Deferred Compensation Plan for Directors effective as of January 1,
1991, for all directors who are not officers or other employees of
the Company.(g)
10.12 Coke Sale Agreement dated January 1, 1993 and signed July 13, 1993
between the Company and USX Corporation.(h)
10.13 Employment Agreement between Craig T. Costello and the Company dated
July 20, 1993.(i)
10.14 Employment Agreement between William R. Kiefer and the Company dated
July 21, 1993.(i)
10.15 Employment Agreement between John H. Walker and the Company dated
July 21, 1993.(i)
10.16 Employment Agreement between Narendra M. Pathipati and the Company
dated December 16, 1993.(i)
10.17 Employment Agreement between Mac S. White and the Company dated July
28, 1993.(i)
10.18 Amendment dated August 5, 1993 to the Employment Agreement dated July
1, 1990 between Herbert Elish and the Company.(i)
10.19 Amendment dated July 19, 1993 to the Employment Agreement dated June
8, 1987 between David M. Gould and the Company.(i)
<PAGE>5
10.20 Amendment dated July 21, 1993 to the Employment Agreement dated June
8, 1987 between William C. Brenneisen and the Company. (i)
12 Statement Regarding Computation of Ratio of Earnings to Fixed Charges.*
21 Subsidiary of the Registrant.*
23.1 Consent of Arthur Andersen LLP, independent public accountants.*
23.2 Consent of Willkie Farr & Gallagher (included within Exhibit 5).
24 Powers of Attorney (included on Signature Page).*
25 Statement on Form T-1 of Eligibility of Trustee.*
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Letter to Clients.*
99.4 Form of Letter to Nominees.*
____________________________
* Previously filed.
(a) Incorporated herein by reference to the Company's Registration Statement
on Form S-1, filed May 3, 1989, Commission File No. 33-28515.
(b) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1989, filed March 27, 1990,
Commission File No. 1-10244.
(c) Incorporated herein by reference to the Company's Current Report on Form
10-Q for the quarter ended June 30, 1995, Commission File No. 1-10244.
(d) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, filed March 30, 1995,
Commission File No. 1-10244.
(e) Incorporated herein by reference to the Company's Current Report on Form
8-K, filed October 9, 1991, Commission File No. 1-10244.
(f) Incorporated herein by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992, filed August 14, 1992,
Commission File No. 1-10244.
(g) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1990, filed April 1, 1991,
Commission File No. 1-10244.
<PAGE>6
(h) Incorporated herein by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993, filed August 13, 1993,
Commission File No. 1-10244.
(i) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993, filed March 30, 1994,
Commission File No. 1-10244.
(j) Incorporated herein by reference to Amendment No. 2 to the Company's
Registration Statement on Form S-2, filed February 9, 1993, Commission
No. 33-53476.
(k) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991, filed March 27, 1992,
Commission File No. 1-10244.
(b) Financial Statement Schedules:
Incorporated herein by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1994.
Item 22. Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the provisions, described under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange 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 Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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
Registrant will, unless in the option of their 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.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into this Prospectus pursuant to
Item 4, 10(b), 11 or 13 of Form S-4 of the Securities Act, within one business
day of receipt of such request, and to send the incorporated documents by
first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of this
Registration Statement through the date of responding to the request.
<PAGE>7
SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant 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 12, 1995.
WEIRTON STEEL CORPORATION
/s/ Herbert Elish
By: Herbert Elish
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE> <CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Herbert Elish Chairman of the Board and Chief Executive Officer October 12, 1995
Herbert Elish (Principal Executive Officer)
* President and Chief Operating Officer October 12, 1995
Richard K. Riederer
* Chief Financial Officer (Principal Financial Officer and October 12, 1995
Earl E. Davis, Jr. Principal Accounting Officer)
* Director October 12, 1995
Michael Bozic
* Director October 12, 1995
James B. Bruhn
* Director October 12, 1995
Robert J. D'Anniballe, Jr.
* Director October 12, 1995
Mark G. Glyptis
* Director October 12, 1995
Phillip A. Karber
* Director October 12, 1995
Joseph J. Nowak
* Director October 12, 1995
Robert S. Reitman
<PAGE>8
* Director October 12, 1995
Richard F. Schubert
* Director October 12, 1995
Thomas R. Sturges
* Director October 12, 1995
David I. J. Wang
* Director October 12, 1995
Ronald C. Whitaker
</TABLE>
*By: /s/ William R. Kiefer
William R. Kiefer
Attorney-in-Fact
<PAGE>9
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation of the Company.(a)
3.2 Certificate of Amendment to Restated Certificate of Incorporation of the
Company.(d)
3.3 By-laws of the Company.(a)
3.4 Amendment to By-laws of the Company.(d)
3.5 Certificate of the Designation, Powers, Preferences and Rights of the
Convertible Voting Preferred Stock, Series A.(b)
4.1 Indenture dated October 17, 1989 between the Company and First Bank
(N.A.), as trustee, relating to the Company's 10-7/8% Senior Notes Due
1999, including form of Note.(b)
4.2 Indenture dated March 1, 1993 between the Company and Bankers Trust
Company, as trustee, relating to the Company's 11-1/2% Senior Notes Due
1998, including form of Note.(j)
4.3 First Supplemental Indenture relating to the Company's 11-1/2% Senior
Notes due 1998, dated July 25, 1995.*
4.4 Indenture, dated as of June 12, 1995, between the Company and Bankers
Trust Company, as trustee, relating to $125,000,000 principal amount of
10-3/4% Senior Notes due 2005, including form of Senior Note.*
4.5 Registration Rights Agreement, dated as of June 12, 1995, between the
Company and Lazard Freres & Co. LLC.*
5 Opinion of Willkie Farr & Gallagher.
10.1 Pellet Sale Agreement dated June 25, 1991, between USX Corporation and
the Company.(k)
10.2 1984 Employee Stock Ownership Plan, as amended and restated.(b)
10.3 1989 Employee Stock Ownership Plan.(b)
10.4 1987 Stock Option Plan.(a)
10.5 Employment Agreement between Herbert Elish and the Company dated as of
July 1, 1990.(g)
10.6 Employment Agreement between James B. Bruhn and the Company.(a)
10.7 Employment Agreement between Thomas W. Evans and the Company dated April
21, 1987.(d)
<PAGE>10
10.8 Employment Agreement between Richard K. Riederer and the Company.(a)
10.9 Amendment dated July 19, 1993 to the Employment Agreement dated April 21,
1987 between Thomas W. Evans and the Company.(i)
10.10 Redacted Pellet Sale and Purchase Agreement dated as of September 30,
1991 between Cleveland-Cliffs Iron Company and the Company.(f)
10.11 Deferred Compensation Plan for Directors effective as of January 1,
1991, for all directors who are not officers or other employees of
the Company.(g)
10.12 Coke Sale Agreement dated January 1, 1993 and signed July 13, 1993
between the Company and USX Corporation.(h)
10.13 Employment Agreement between Craig T. Costello and the Company dated
July 20, 1993.(i)
10.14 Employment Agreement between William R. Kiefer and the Company dated
July 21, 1993.(i)
10.15 Employment Agreement between John H. Walker and the Company dated
July 21, 1993.(i)
10.16 Employment Agreement between Narendra M. Pathipati and the Company
dated December 16, 1993.(i)
10.17 Employment Agreement between Mac S. White and the Company dated July
28, 1993.(i)
10.18 Amendment dated August 5, 1993 to the Employment Agreement dated July
1, 1990 between Herbert Elish and the Company.(i)
10.19 Amendment dated July 19, 1993 to the Employment Agreement dated June
8, 1987 between David M. Gould and the Company.(i)
10.20 Amendment dated July 21, 1993 to the Employment Agreement dated June
8, 1987 between William C. Brenneisen and the Company. (i)
12 Statement Regarding Computation of Ratio of Earnings to Fixed Charges.*
21 Subsidiary of the Registrant.*
23.1 Consent of Arthur Andersen LLP, independent public accountants.*
23.2 Consent of Willkie Farr & Gallagher (included within Exhibit 5).
24 Powers of Attorney (included on Signature Page).*
25 Statement on Form T-1 of Eligibility of Trustee.*
<PAGE>11
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Letter to Clients.*
99.4 Form of Letter to Nominees.*
____________________________
* Previously filed.
(a) Incorporated herein by reference to the Company's Registration Statement
on Form S-1, filed May 3, 1989, Commission File No. 33-28515.
(b) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1989, filed March 27, 1990,
Commission File No. 1-10244.
(c) Incorporated herein by reference to the Company's Current Report on Form
10-Q for the quarter ended June 30, 1995, Commission File No. 1-10244.
(d) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, filed March 30, 1995,
Commission File No. 1-10244.
(e) Incorporated herein by reference to the Company's Current Report on Form
8-K, filed October 9, 1991, Commission File No. 1-10244.
(f) Incorporated herein by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992, filed August 14, 1992,
Commission File No. 1-10244.
(g) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1990, filed April 1, 1991,
Commission File No. 1-10244.
(h) Incorporated herein by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993, filed August 13, 1993,
Commission File No. 1-10244.
(i) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993, filed March 30, 1994,
Commission File No. 1-10244.
(j) Incorporated herein by reference to Amendment No. 2 to the Company's
Registration Statement on Form S-2, filed February 9, 1993, Commission
No. 33-53476.
(k) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991, filed March 27, 1992,
Commission File No. 1-10244.
<PAGE>1
EXHIBIT 5
October 12, 1995
Weirton Steel Corporation
400 Three Springs Drive
Weirton, West Virginia 26062-4989
Re: Registration Statement on Form S-4
(File No. 33-61345)
Dear Sirs:
We are counsel to Weirton Steel Corporation, a Delaware corporation (the
"Company"), and have acted as such in connection with various legal matters
relating to the filing of a Registration Statement on Form S-4 (File No. 33-
61345), and two amendments thereto (the "Registration Statement"), under the
Securities Act of 1933, as amended, covering $125,000,000 in aggregate
principal amount of 10-3/4% Senior Notes due 2005 (the "Exchange Notes") for
$125,000,000 in aggregate principal amount of outstanding 10-3/4% Senior Notes
due 2005 that were issued and sold in a transaction exempt from registration
under the Securities Act of 1933, as amended (the "Senior Notes"). The Senior
Notes were issued under, and the Exchange Notes are to be issued under, the
Indenture dated as of June 12, 1995 between the Company and Bankers Trust
Company, as trustee (the "Trustee"). The exchange will be made pursuant to an
exchange offer (the "Exchange Offer") contemplated by the Registration
Statement.
In so acting, we have examined copies of such records of the Company and such
other certificates and documents as we have deemed relevant and necessary for
the opinions hereinafter set forth. In such examination, we have assumed the
genuiness of all signatures, and the authenticity of all documents submitted
to us as originals and the conformity to authentic originals of all documents
submitted to us as certified or reproduced copies. We have also assumed the
legal capacity of all persons executing such documents and the truth and
correctness of any representations or warranties therein contained. As to
various questions of fact material to such opinions, we have relied upon
certificates of officers of the Company and of public officials.
<PAGE>2
Based upon the foregoing, we are of the opinion that:
1. The Company is duly formed and validly existing under the laws of the
State of Delaware.
2. The execution and delivery of the Indenture have been duly authorized by
the Company and the Indenture constitutes a valid and binding obligation
of the Company enforceable against the Company in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization and other similar laws affecting the
enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).
3. The Exchange Notes have been duly authorized and, when duly executed by
the proper officers of the Company, duly authenticated by the Trustee and
issued by the Company in accordance with the terms of the Indenture and
the Exchange Offer, will constitute valid and binding obligations of the
Company and will be entitled to the benefits of the Indenture, except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization and other similar laws affecting the enforcement of
creditors' rights generally and except as enforcement thereof is subject
to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).
This opinion is limited to the laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of the type typically applicable to transactions contemplated by the
Exchange Offer, and we do not express any opinion with respect to the laws of
any other country, state or jurisdiction.
This opinion letter is limited to the matters stated herein
and no opinion is implied or may be inferred beyond the matters expressly
stated.
This letter speaks only as of the date hereof and is limited to present
statutes, regulations and administrative and judicial
<PAGE>3
interpretations. We undertake no responsibility to update or supplement this
letter after the date hereof.
We consent to being named in the Registration Statement and related Prospectus
as counsel who are passing upon the legality of the Exchange Notes for the
Company and to the reference to our name under the caption "Legal Matters" in
such Prospectus. We also consent to your filing copies of this opinion as an
exhibit to the Registration Statement or any amendment thereto.
Very truly yours,
93440354
<PAGE>1
EXHIBIT 99.1
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON
________ __, 1995, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATE.
WEIRTON STEEL CORPORATION
400 Three Springs Drive
Weirton, West Virginia 26062-4989
LETTER OF TRANSMITTAL
For 10-3/4% Senior Notes due 2005
Exchange Agent:
To: Bankers Trust Company
Facsimile Transmission:
(212) 250-6275
(212) 250-3290
Confirm by telephone to:
(212) 250-6270
By Mail:
Bankers Trust Company
Corporate Trust and Agency Group
Reorganization Dept.
P.O. Box 1458
Church Street Station
New York, New York 10008-1458
By Hand/Overnight Delivery:
Bankers Trust Company
Corporate Trust and Agency Group
Receipt & Delivery Window
123 Washington Street, 1st Floor
New York, New York 10006
Delivery of this instrument to an address other than as set forth above does
not constitute a valid delivery.
The undersigned acknowledges receipt of the Prospectus dated October __,
1995 (the "Prospectus") of Weirton Steel Corporation, a Delaware corporation
(the "Issuer"), and this Letter of Transmittal for 10-3/4% Senior Notes 2005
which may be amended from time to time (this "Letter"), which together
constitute the Issuer's offer (the "Exchange Offer") to exchange $1,000
principal amount of its 10-3/4% Senior Notes due 2005 (the "Exchange Notes")
for each $1,000 in principal amount of its outstanding 10-3/4% Senior Notes
due 2005 that were issued and sold in a transaction exempt from registration
under the Securities Act of 1933, as amended (the "Senior Notes").
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
<PAGE>2
All holders of Senior Notes who wish to tender their Senior Notes must,
prior to the Expiration Date: (1) complete, sign, and deliver this Letter, or
a facsimile thereof, to the Exchange Agent, in person or to the address set
forth above; and (2) tender his or her Senior Notes or, if a tender of Senior
Notes is to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility"), confirm such book-entry transfer (a "Book-Entry Confirmation"), in
each case in accordance with the procedures for tendering described in the
Instructions to this Letter. Holders of Senior Notes whose certificates are
not immediately available, or who are unable to deliver their certificates or
Book-Entry Confirmation and all other documents required by this Letter to be
delivered to the Exchange Agent on or prior to the Expiration Date, must
tender their Senior Notes according to the guaranteed delivery procedures set
forth under the caption "The Exchange Offer -- How to Tender" in the
Prospectus. (See Instruction 1).
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of Senior Notes validly tendered and not withdrawn and
the issuance of the Exchange Notes will be made on the Exchange Date. For the
purposes of the Exchange Offer, the Company shall be deemed to have accepted
for exchange validly tendered Senior Notes when, as and if the Company has
given written notice thereof to the Exchange Agent.
The Instructions included with this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of
the Prospectus or this Letter may be directed to the Exchange Agent, at the
address listed above, or William R. Kiefer, Vice President-Law and Secretary
of the Company, at (304) 797-2000, 400 Three Springs Drive, Weirton, WV
26062-4989.
<PAGE>3
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING
THE INSTRUCTIONS TO THIS LETTER, CAREFULLY
BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall have
the respective meanings ascribed to them in the Prospectus.
List in Box 1 below the Senior Notes of which you are the holder. If the
space provided in Box 1 is inadequate, list the certificate numbers and
principal amount of Senior Notes on a separate signed schedule and affix that
schedule to this Letter.
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
<TABLE> <CAPTION>
Principal
Principal Amount Amount of
Name(s) and Address(es) of Registered Holder(s) Certificate of Senior Notes Senior Notes
(Please fill in if blank) Number(s)(1) Tendered(2)
<S> <C> <C> <C>
Totals:
(1)
Need not be completed if Senior Notes are being tendered by book-entry transfer.
(2)
Unless otherwise indicated, the entire principal amount of Senior Notes represented by a certificate or Book-Entry
Confirmation delivered to the Exchange Agent will be deemed to have been tendered.
</TABLE>
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Issuer the principal amount of Senior Notes
indicated above. Subject to, and effective upon, the acceptance for exchange
of the Senior Notes tendered with this Letter, the undersigned exchanges,
assigns and transfers to, or upon the order of, the Issuer all right, title
and interest in and to the Senior Notes tendered.
The undersigned constitutes and appoints the Exchange Agent as his or her
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Issuer) with respect to the tendered Senior Notes,
with full power of substitution, to: (a) deliver certificates for such Senior
Notes; (b) deliver Senior Notes and all accompanying evidence of transfer and
authenticity to or upon the order of the Issuer upon receipt by the Exchange
Agent, as the undersigned's agent, of the Exchange Notes to which the
undersigned is entitled upon the acceptance by the Issuer of the Senior Notes
tendered under the Exchange Offer; and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Senior Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney
granted in this paragraph shall be deemed irrevocable and coupled with an
interest.
<PAGE>4
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the Senior Notes
tendered hereby and that the Issuer will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and not subject to any adverse claim. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Issuer to be
necessary or desirable to complete the assignment and transfer of the Senior
Notes tendered.
The undersigned agrees that acceptance of any tendered Senior Notes by the
Issuer and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Issuer of their obligations under the
Registration Rights Agreement (as defined in the Prospectus) and that, upon
the issuance of the Exchange Notes, the Issuer will have no further
obligations or liabilities thereunder (except in certain limited
circumstances). By tendering Senior Notes, the undersigned certifies (a) that
it is not an Affiliate of the Company, that it is not a broker-dealer that
owns Senior Notes acquired directly from the Company or an affiliate of the
Company, that it is acquiring the Exchange Notes offered hereby in the
ordinary course of such Transferor's business and that such Transferor has no
arrangement with any person to participate in the distribution of such
Exchange Notes; (b) that it is an Affiliate of the Company or of the initial
purchaser of the Senior Notes in the Initial Offering and that it will comply
with the registration and prospectus delivery requirements of the Securities
Act to the extent applicable to it; or (c) that it is a participating broker-
dealer and that it will deliver a prospectus in connection with any resale of
the Exchange Notes.
The undersigned represents that if it is not a broker-dealer, it is not
engaged in, and does not intend to engage in, a distribution of the
Exchange Notes. If the undersigned is a broker-dealer that will
receive Exchange Notes in the Exchange Offer, it represents that the
Senior Notes to be exchanged for the Exchange Notes were acquired as
a result of market-making, or other trading activities.
The undersigned acknowledges that, if it is a broker-dealer that will
receive Exchange Notes for its own account, it will deliver a prospectus in
connection with any resale of such Exchange Notes. By so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
The undersigned understands that the Issuer may accept the undersigned's
tender by delivering written notice of acceptance to the Exchange Agent, at
which time the undersigned's right to withdraw such tender will terminate.
All authority conferred or agreed to be conferred by this Letter shall
survive the death or incapacity of the undersigned, and every obligation of
the undersigned under this Letter shall be binding upon the undersigned's
heirs, personal representatives, successors and assigns. Tenders may be
withdrawn only in accordance with the procedures set forth in the Instructions
contained in this Letter.
Unless otherwise indicated under "Special Delivery Instructions" below,
the Exchange Agent will deliver Exchange Notes (and, if applicable, a
certificate for any Senior Notes not tendered but represented by a certificate
also encompassing Senior Notes which are tendered) to the undersigned at the
address set forth in Box 1.
The undersigned acknowledges that the Exchange Offer is subject to the
more detailed terms set forth in the Prospectus and, in case of any conflict
between the terms of the Prospectus and this Letter, the Prospectus shall
prevail.
CHECK HERE IF TENDERED SENIOR NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Account Number:
Transaction Code Number:
<PAGE>5
CHECK HERE IF TENDERED SENIOR NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Owner(s):
Date of Execution of Notice of Guaranteed Delivery:
Window Ticket Number (if available):
Name of Institution which Guaranteed Delivery:
<PAGE>6
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2
<TABLE> <CAPTION>
<S> <C>
PLEASE SIGN HERE
WHETHER OR NOT Senior Notes ARE BEING
PHYSICALLY TENDERED HEREBY
X
X
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:
This box must be signed by registered holder(s) of Senior Notes as their name(s) appear(s) on certificate(s) for Senior Notes, or
by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Letter. If signature
is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity,
such person must set forth his or her full title below. (See Instruction 3)
Name(s)
(Please Print)
Capacity
Address
(Include Zip Code)
Signature(s) Guaranteed
by an Eligible Institution: (Authorized Signature)
(If required by
Instruction 3) (Title)
(Name of Firm)
</TABLE>
<PAGE>7
BOX 3
<TABLE> <CAPTION>
TO BE COMPLETED BY ALL TENDERING HOLDERS
<S> <C>
PAYOR'S NAME: BANKERS TRUST COMPANY
Part 1 PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT
AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number
or Employer Identification Number
SUBSTITUTE
Form W-9 Part 2 Check the box if you are NOT subject to back-up withholding under the provisions of
Department of the Section 2406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that
Treasury Internal you are subject to back-up
Revenue Service withholding as a result of failure to report all interest
Payor's Request for or dividends or (2) the Internal Revenue Service has notified
Taxpayer Identification you that you are no longer subject to back-up withholding.
Number (TIN)
CERTIFICATION UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE Part 3
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. Check if
Awaiting TIN
SIGNATURE DATE
</TABLE>
<PAGE>8
<TABLE> <CAPTION>
<S> <C> <C>
BOX 4 BOX 5
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if certificates for Senior Notes in a To be completed ONLY if certificates for Senior Notes in a
principal amount not exchanged, or Exchange Notes, are to principal amount not exchanged, or Exchange Notes, are to
be issued in the name of someone other than the person be sent to someone other than the person whose signature
whose signature appears in Box 2, or if Senior Notes appears in Box 2 or to an address other than that shown in
delivered by book-entry transfer which are not accepted for Box 1.
exchange are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other than Deliver:
the account indicated above.
(check appropriate boxes)
Issue and deliver:
Senior Notes not tendered
(check appropriate boxes)
Exchange Notes, to:
Senior Notes not tendered
Name
Exchange Notes, to: (Please Print)
Name Address
(Please Print)
Address
Please complete the Substitute Form W-9 at Box 3
Tax I.D. or Social Security Number:
</TABLE>
<PAGE>9
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter and Certificates. Certificates for Senior
Notes or a Book-Entry Confirmation, as the case may be, as well as a properly
completed and duly executed copy of this Letter and any other documents
required by this Letter, must be received by the Exchange Agent at one of its
addresses set forth herein on or before the Expiration Date. The method of
delivery of this Letter, certificates for Senior Notes or a Book-Entry
Confirmation, as the case may be, and any other required documents is at the
election and risk of the tendering holder, but except as otherwise provided
below, the delivery will be deemed made when actually received by the Exchange
Agent. If delivery is by mail, the use of registered mail with return receipt
requested, properly insured, is suggested.
If tendered Senior Notes are registered in the name of the signer of the
Letter of Transmittal and the Exchange Notes to be issued in exchange therefor
are to be issued (and any untendered Senior Notes are to be reissued) in the
name of the registered holder, the signature of such signer need not be
guaranteed. In any other case, the tendered Senior Notes must be endorsed or
accompanied by written instruments of transfer in form satisfactory to the
Company and duly executed by the registered holder and the signature on the
endorsement or instrument of transfer must be guaranteed by a bank, broker,
dealer, credit union, savings association, clearing agency or other
institution (each an "Eligible Institution") that is a member of a recognized
signature guarantee medallion program within the meaning of Rule 17Ad-15 under
the Exchange Act. If the Exchange Notes and/or Senior Notes not exchanged are
to be delivered to an address other than that of the registered holder
appearing on the note register for the Senior Notes, the signature on the
Letter of Transmittal must be guaranteed by an Eligible Institution.
Any beneficial owner whose Senior Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender Senior Notes should contact such holder promptly and instruct such
holder to tender Senior Notes on such beneficial owner's behalf. If such
beneficial owner wishes to tender such Senior Notes himself, such beneficial
owner must, prior to completing and executing the Letter of Transmittal and
delivering such Senior Notes, either make appropriate arrangements to register
ownership of the Senior Notes in such beneficial owner's name or follow the
procedures described in the immediately preceding paragraph. The transfer of
record ownership may take considerable time.
Holders whose Senior Notes are not immediately available or who cannot
deliver their Senior Notes or a Book-Entry Confirmation, as the case may be,
and all other required documents to the Exchange Agent on or before the
Expiration Date may tender their Senior Notes pursuant to the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedure:
(i) tender must be made by or through an Eligible Institution (as defined in
the Prospectus under the caption "The Exchange Offer"); (ii) prior to the
Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed
Delivery (by telegram, telex, facsimile transmission, mail or hand delivery)
(x) setting forth the name and address of the holder, the description of the
Senior Notes and the principal amount of Senior Notes tendered, (y) stating
that the tender is being made thereby and (z) guaranteeing that, within five
New York Stock Exchange trading days after the date of execution of such
Notice of Guaranteed Delivery, this Letter together with the certificates
representing the Senior Notes or a Book-Entry Confirmation, as the case may
be, and any other documents required by this Letter will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) the
<PAGE>10
certificates for all tendered Senior Notes or a Book-Entry Confirmation, as
the case may be, as well as all other documents required by this Letter, must
be received by the Exchange Agent within five New York Stock Exchange trading
days after the date of execution of such Notice of Guaranteed Delivery, all as
provided in the Prospectus under the caption "The Exchange Offers -- How to
Tender."
The method of delivery of Senior Notes and all other documents is at the
election and risk of the holder. If sent by mail, it is recommended that
registered mail, return receipt requested, be used, proper insurance be
obtained, and the mailing be made sufficiently in advance of the Expiration
Date to permit delivery to the Exchange Agent on or before the Expiration
Date.
Unless an exemption applies under the applicable law and regulations
concerning "backup withholding" of federal income tax, the Exchange Agent will
be required to withhold, and will withhold, 31% of the gross proceeds
otherwise payable to a holder pursuant to the Exchange Offer if the holder
does not provide his taxpayer identification number (social security number or
employer identification number) and certify that such number is correct. Each
tendering holder should complete and sign the main signature form and the
Substitute Form W-9 included as part of the Letter of Transmittal, so as to
provide the information and certification necessary to avoid backup
withholding, unless an applicable exemption exists and is proved in a manner
satisfactory to the Company and the Exchange Agent.
If a holder desires to accept the Exchange Offer and time will not permit
a Letter of Transmittal or Senior Notes to reach the Exchange Agent before the
Expiration Date, a tender may be effected if the Exchange Agent has received
at its office listed on the back cover hereof on or prior to the Expiration
Date a letter, telegram or facsimile transmission from an Eligible Institution
setting forth the name and address of the tendering holder, the principal
amount of the Senior Notes being tendered, the names in which the Senior Notes
are registered and, if possible, the certificate numbers of the Senior Notes
to be tendered, and stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange trading days after the
date of execution of such letter, telegram or facsimile transmission by the
Eligible Institution, the Senior Notes, in proper form for transfer, will be
delivered by such Eligible Institution together with a properly completed and
duly executed Letter of Transmittal (and any other required documents).
Unless Senior Notes being tendered by the above-described method (or a timely
Book-Entry Confirmation) are deposited with the Exchange Agent within the time
period set forth above (accompanied or preceded by a properly completed Letter
of Transmittal and any other required documents), the Company may, at its
option, reject the tender. Copies of a Notice of Guaranteed Delivery which
may be used by Eligible Institutions for the purposes described in this
paragraph are available from the Exchange Agent.
A tender will be deemed to have been received as of the date when the
tendering holder's properly completed and duly signed Letter of Transmittal
accompanied by the Senior Notes (or a timely Book-Entry Confirmation) is
received by the Exchange Agent. Issuances of Exchange Notes in exchange for
Senior Notes tendered pursuant to a Notice of Guaranteed Delivery or letter,
telegram or facsimile transmission to similar effect (as provided above) by an
Eligible Institution will be made only against deposit of the Letter of
Transmittal (and any other required documents) and the tendered Senior Notes
(or a timely Book-Entry Confirmation).
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Senior Notes will be
determined by the Issuer, whose determination will be final and binding. The
Issuer reserves the absolute right to reject any or all tenders that are not
in proper form or the acceptance of which, in the opinion of the Issuer's
counsel, would be unlawful. The Issuer also reserves the right to waive any
irregularities or conditions of tender as to particular Senior Notes. All
<PAGE>11
tendering holders, by execution of this Letter, waive any right to receive
notice of acceptance of their Senior Notes. Neither the Company, the Exchange
Agent nor any other person will be under any duty to give notification of any
defects or irregularities in tenders or shall incur any liability for failure
to give any such notification. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding.
Neither the Issuer, the Exchange Agent nor any other person shall be
obligated to give notice of defects or irregularities in any tender, nor shall
any of them incur any liability for failure to give any such notice.
2. Partial Tenders; Withdrawals. If less than the entire principal
amount of any Senior Note evidenced by a submitted certificate or by a Book-
Entry Confirmation is tendered, the tendering holder must fill in the
principal amount tendered in the fourth column of Box 1 above. All of the
Senior Notes represented by a certificate or by a Book-Entry Confirmation
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. A certificate for Senior Notes not tendered will be sent
to the holder, unless otherwise provided in Box 5, as soon as practicable
after the Expiration Date, in the event that less than the entire principal
amount of Senior Notes represented by a submitted certificate is tendered (or,
in the case of Senior Notes tendered by book-entry transfer, such non-
exchanged Senior Notes will be credited to an account maintained by the holder
with the Book-Entry Transfer Facility).
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Senior Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before the Company notifies the Exchange Agent that it has
accepted the tender of Senior Notes pursuant to the Exchange Offer; (ii)
specify the name of the person who tendered the Senior Notes; (iii) contain a
description of the Senior Notes to be withdrawn, the certificate numbers shown
on the particular certificates evidencing such Senior Notes and the principal
amount of Senior Notes represented by such certificates; and (iv) be signed by
the holder in the same manner as the original signature on this Letter
(including any required signature guarantee).
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Exchange Agent at its
address set forth on the back cover of this Prospectus prior to the Expiration
Date. Any such notice of withdrawal must specify the person named in the
Letter of Transmittal as having tendered Senior Notes to be withdrawn, the
certificate numbers of Senior Notes to be withdrawn, the principal amount of
Senior Notes to be withdrawn, a statement that such holder is withdrawing his
election to have such Senior Notes exchanged, and the name of the registered
holder of such Senior Notes, and must be signed by the holder in the same
manner as the original signature on the Letter of Transmittal (including any
required signature guarantees) or be accompanied by evidence satisfactory to
the Company that the person withdrawing the tender has succeeded to the
beneficial ownership of the Senior Notes being withdrawn. The Exchange Agent
will return the properly withdrawn Senior Notes promptly following receipt of
notice of withdrawal. All questions as to the validity of notices of
withdrawals, including time of receipt, will be determined by the Company, and
such determination will be final and binding on all parties.
3. Signatures on this Letter; Assignments; Guarantee of Signatures. If
this Letter is signed by the holder(s) of Senior Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificate(s) for such Senior Notes, without alteration, enlargement or any
change whatsoever.
<PAGE>12
If any of the Senior Notes tendered hereby are owned by two or more joint
owners, all owners must sign this Letter. If any tendered Senior Notes are
held in different names on several certificates, it will be necessary to
complete, sign and submit as many separate copies of this Letter as there are
names in which certificates are held.
If this Letter is signed by the holder of record and (i) the entire
principal amount of the holder's Senior Notes are tendered; and/or (ii)
untendered Senior Notes, if any, are to be issued to the holder of record,
then the holder of record need not endorse any certificates for tendered
Senior Notes, nor provide a separate bond power. If any other case, the
holder of record must transmit a separate bond power with this Letter.
If this Letter or any certificate or assignment is signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and proper evidence satisfactory to
the Issuer of their authority to so act must be submitted, unless waived by
the Issuer.
Signatures on this Letter must be guaranteed by an Eligible Institution,
unless Senior Notes are tendered: (i) by a holder who has not completed the
Box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter; or (ii) for the account of an Eligible
Institution. In the event that the signatures in this Letter or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantees
must be by an eligible guarantor institution which is a member of The
Securities Transfer Agents Medallion Program (STAMP), The New York Stock
Exchanges Medallion Signature Program (MSP) or The Stock Exchanges Medallion
Program (SEMP) (collectively, "Eligible Institutions"). If Senior Notes are
registered in the name of a person other than the signer of this Letter, the
Senior Notes surrendered for exchange must be endorsed by, or be accompanied
by a written instrument or instruments of transfer or exchange, in
satisfactory form as determined by the Issuer, in their sole discretion, duly
executed by the registered holder with the signature thereon guaranteed by an
Eligible Institution.
4. Special Issuance and Delivery Instructions. Tendering holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the
Exchange Notes or certificates for Senior Notes not exchanged are to be issued
or sent, if different from the name and address of the person signing this
Letter. In the case of issuance in a different name, the tax identification
number of the person named must also be indicated. Holders tendering Senior
Notes by book-entry transfer may request that Senior Notes not exchanged be
credited to such account maintained at the Book-Entry Transfer Facility as
such holder may designate.
5. Tax Identification Number. Federal income tax law requires that a
holder whose tendered Senior Notes are accepted for exchange must provide the
Exchange Agent (as payor) with his or her correct taxpayer identification
number ("TIN"), which, in the case of a holder who is an individual, is his or
her social security number. If the Exchange Agent is not provided with the
correct TIN, the holder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, delivery to the holder of the Exchange
Notes pursuant to the Exchange Offer may be subject to back-up withholding.
(If withholding results in overpayment of taxes, a refund may be obtained.)
Exempt holders (including, among others, all corporations and certain foreign
individuals) are not subject to these back-up withholding and reporting
requirements. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
<PAGE>13
Under federal income tax laws, payments that may be made by the Issuer on
account of Exchange Notes issued pursuant to the Exchange Offer may be subject
to back-up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the
TIN provided is correct (or that the holder is awaiting a TIN) and that: (i)
the holder has not been notified by the Internal Revenue Service that he or
she is subject to back-up withholding as a result of failure to report all
interest or dividends; or (ii) the Internal Revenue Service has notified the
holder that he or she is no longer subject to back-up withholding; or (iii)
certify in accordance with the Guidelines that such holder is exempt from
back-up withholding. If the Senior Notes are in more than one name or are not
in the name of the actual owner, consult the enclosed Guidelines for
information on which TIN to report.
6. Transfer Taxes. The Issuer will pay all transfer taxes, if any,
applicable to the transfer of Senior Notes to it or its order pursuant to the
Exchange Offer. If, however, the Exchange Notes or certificates for Senior
Notes not exchanged are to be delivered to, or are to be issued in the name
of, any person other than the record holder, or if tendered certificates are
recorded in the name of any person other than the person signing this Letter,
or if a transfer tax is imposed by any reason other than the transfer of
Senior Notes to the Company or its order pursuant to the Exchange Offer, then
the amount of such transfer taxes (whether imposed on the record holder or any
other person) will be payable by the tendering holder. If satisfactory
evidence of payment of taxes or exemption from taxes is not submitted with
this Letter, the amount of transfer taxes will be billed directly to the
tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter.
7. Waiver of Conditions. The Issuer reserves the absolute right to amend
or waive any of the specified conditions in the Exchange Offer in the case of
any Senior Notes tendered.
8. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder whose
certificates for Senior Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above, for further
instructions.
9. Requests for Assistance or Additional Copies. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter, may be directed to the Exchange Agent.
IMPORTANT: This Letter (together with certificates representing tendered
Senior Notes or a Book-Entry Confirmation and all other required documents)
must be received by the Exchange Agent on or before the Expiration Date (as
defined in the Prospectus).
