WEIRTON STEEL CORP, S-4/A, 1995-09-18

WEIRTON STEEL CORP
S-4/A, 1995-09-18
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)

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<PAGE>1

As filed with the Securities and Exchange Commission on September 18, 1995
Registration No. 33-61345

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No.1
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 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

WEIRTON STEEL CORPORATION

CROSS-REFERENCE SHEET PURSUANT TO ITEM 501(b) OF REGULATION S-K

Form S-4 Item Number Location in Prospectus
-------------------- ----------------------

1. Forepart of the Registration
Statement and Outside Forepart of the Registration
Front Cover Page Statement and Outside Front
of Prospectus . . . . . . . . Cover Page of Prospectus

2. Inside Front and Outside Back
Cover Pages Inside Front and Outside Back
of Prospectus . . . . . . . . Cover Pages of Prospectus

3. Risk Factors, Ratio of
Earnings to Fixed Charges Summary; Selected Historical
and Other Information . . . . and Pro Forma Combined
Financial Data; Risk Factors

4. Terms of the Transaction . . Summary; The Exchange Offer;
Capitalization

5. Pro Forma Financial Not Applicable
Information . . . . . . . . . . .

6. Material Contracts with the Not Applicable
Company Being Acquired . . . . .

7. Additional Information
Required for Reoffering by Not Applicable
Persons and Parties Deemed to
be Underwriters . . . . . . .

8. Interests of Named Experts and Not Applicable
Counsel . . . . . . . . . . . . .

9. Disclosure of Commission
Position on Indemnification Not Applicable
for Securities Act Liabilities

10. Information with Respect
to S-3 Registrants . . . . . . . . Summary: Available
Information; Incorporation of
Documents by Reference

11. Incorporation of Certain
Information Incorporation of Documents by
by Reference . . . . . . . . Reference

12. Information with Respect
to S-2 or S-3 Registrants . . . . Not Applicable

13. Incorporation of Certain
Information by Reference. . . . . Not Applicable

14. Information with Respect
to Registrants Other than Not Applicable
S-3 or S-2 Registrants . . .

15. Information with Respect Available Information;
to S-3 Companies . . . . . . . . Incorporation of Documents by
Reference

16. Information with Respect
to S-2 or S-3 Companies Not Applicable

17. Information with Respect
to Companies Other Than Not Applicable
S-3 or S-2 Companies . . . .

<PAGE>3
Form S-4 Item Number Location in Prospectus
-------------------- ----------------------

18. Information if Proxies,
Consents or Authorizations Not Applicable
are to be Solicited . . . . .

19. Information if Proxies,
Consents or Authorizations
are not to be Incorporation of Documents by
Solicited or in an Exchange Reference; Summary
Offer . . . . . . . . . . . .

<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE>4

SUBJECT TO COMPLETION, DATED SEPTEMBER 18, 1995

PROSPECTUS

WEIRTON STEEL CORPORATION

Offer to Exchange $1,000 in principal amount of 10-3/4% Senior Notes Due 2005
for each $1,000 in 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

_______________

Weirton Steel Corporation, a Delaware corporation (the "Company"), hereby
offers to exchange (the "Exchange Offer") $125,000,000 in aggregate principal
amount of its 10-3/4% Senior Notes Due 2005 (the "Exchange Notes") for
$125,000,000 in aggregate 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"
and, together with the Exchange Notes, the "Notes").

The terms of the Exchange Notes are the same in all respects (including
principal amount, interest rate, maturity and ranking) as the terms of the
Senior Notes for which they may be exchanged pursuant to the Exchange Offer,
except that the Exchange Notes (i) are freely transferable by holders thereof
(except as provided below) and are issued without any covenant regarding their
registration. The Exchange Notes will be issued under the indenture governing
the Senior Notes. The Exchange Notes will be, and the Senior Notes are,
unsecured obligations of the Company and will be senior to all subordinated
indebtedness and pari passu with all existing and future senior unsecured
indebtedness of the Company. As of June 30, 1995, after giving effect to the
offering of the Senior Notes, the Company had $351.9 million of outstanding
senior unsecured indebtedness. The Company and its subsidiary have no senior
secured indebtedness. For a complete description of the terms of the Exchange
Notes, including provisions relating to the ability of the Company to create
indebtedness that is senior or pari passu to the Exchange Notes, see
"Description of the Notes." There will be no cash proceeds to the Company
from the Exchange Offer.

The Exchange Notes will bear interest from and including their respective
dates of issuance. Holders whose Senior Notes are accepted for exchange will
receive accrued interest thereon to, but not including, the date of issuance
of the Exchange Notes, such interest to be payable with the first interest
payment on the Exchange Notes, but will not receive any payment in respect of
interest on the Senior Notes accrued after the issuance of the Exchange Notes.

The Senior Notes were originally issued and sold on June 12, 1995 in a
transaction not registered under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance upon the exemption provided in Section 4(2) of
the Securities Act and Rule 144A of the Securities Act (the "Initial
Offering"). Accordingly, the Senior Notes may not be reoffered, resold or
otherwise pledged, hypothecated or transferred in the United States unless so
registered or unless an applicable exemption from the registration
requirements of the Securities Act is available. Based upon its view of
interpretations provided to third parties by the Staff (the "Staff") of the
Securities and Exchange Commission (the "Commission"), the Company believes
that the Exchange Notes issued pursuant to the Exchange Offer in exchange for
the Senior Notes may be offered for resale, resold and otherwise transferred
by holders thereof (other than any holder or any such other person which is
(i) an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act (an "Affiliate"), (ii) a broker-dealer who acquired Senior
Notes directly from the Company or (iii) a broker-dealer who acquired Senior
Notes as a result of market making or other trading activities) without
compliance with the registration and prospectus delivery provisions of the
Securities Act provided that such Exchange Notes are acquired in the ordinary
course of business of such holder and any beneficial owner, and such holders
are not engaged in, and do not intend to engage in, and have no arrangement or
understanding with any person to participate in, a distribution of such
Exchange Notes. Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. The Letter
of

<PAGE>5

Transmittal that is filed as an exhibit to the Registration Statement of which
this Prospectus is a part (the "Letter of Transmittal") states that 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. Broker-dealers who acquired Senior Notes as a result of
market making or other trading activities may use this Prospectus, as
supplemented or amended, in connection with resales of the Exchange Notes.
The Company has agreed that, for a period of 120 days after this Registration
Statement is declared effective by the Commission, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. Any holder that cannot rely upon such interpretations must comply
with the registration and prospectus delivery requirements of the Securities
Act in connection with a secondary resale transaction.

The Senior Notes and the Exchange Notes constitute new issues of
securities with no established public trading market. Any Senior Notes not
tendered and accepted in the Exchange Offer will remain outstanding. To the
extent that Senior Notes are tendered and accepted in the Exchange Offer, a
holder's ability to sell untendered, and tendered but unaccepted, Senior Notes
could be adversely affected. Following consummation of the Exchange Offer,
the holders of Senior Notes will continue to be subject to the existing
restrictions on transfer thereof and the Company will have no further
obligation to such holders to provide for the registration under the
Securities Act of the Senior Notes except under certain limited circumstances.
(See "Senior Notes Registration Rights.") No assurance can be given as to the
liquidity of the trading market for either the Senior Notes or the Exchange
Notes.

The Exchange Offer is not conditioned upon any minimum aggregate
principal amount of Senior Notes being tendered or accepted for exchange. The
Exchange Offer will expire at 5:00 p.m., New York City time, on _____________,
1995, unless extended (the "Expiration Date"). The date of acceptance for
exchange of the Senior Notes (the "Exchange Date") will be the first business
day following the Expiration Date, upon surrender of the Senior Notes. Senior
Notes tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date; otherwise such tenders are irrevocable.

_______________

SEE "RISK FACTORS" ON PAGE 17 HEREOF FOR A DESCRIPTION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PARTICIPANTS IN THE EXCHANGE OFFER.
/

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 September 18, 1995

<PAGE>6

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement on
Form S-4 (the "Registration Statement," which term shall include all
amendments, exhibits, annexes and schedules thereto) pursuant to the
Securities Act, and the rules and regulations promulgated thereunder, covering
the Exchange Notes being offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to in the Registration
Statement are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.

The Company is subject to the periodic reporting and other informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Periodic reports, proxy statements and other information filed by the
Company with the Commission may be inspected at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, or at its regional offices located at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can be obtained from the Company upon request. The Company's
Common Stock is listed on the New York Stock Exchange. Periodic reports,
proxy statements and other information filed by the Company can be inspected
at the offices of the New York Stock Exchange, 11 Wall Street, New York, New
York 10005.

The Company is required by the terms of the indenture dated as of June
12, 1995 between the Company and Bankers Trust Company, as trustee (the
"Trustee"), under which the Senior Notes were issued, and under which the
Exchange Notes are to be issued (the "Indenture"), to furnish the Trustee with
annual reports containing consolidated financial statements audited by its
independent certified public accountants and with quarterly reports containing
unaudited condensed consolidated financial statements for each of the first
three quarters of each fiscal year.

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE EXCHANGE OFFER COVERED BY 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, THE EXCHANGE NOTES IN
ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATIONS THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K for the year ended December 31, 1994; (2)
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1995; (3) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995; (4) the Company's Current Report on Form 8-K, filed January 30,
1995; and (5) the Company's Current Report on Form 8-K, filed June 23, 1995.

All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the exchange offer made herein shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein 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
that also is or is deemed to be incorporated by reference herein, modifies

<PAGE>7

or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. These documents (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference herein) are available, without charge, from the Company. Written or
telephone requests should be directed to Weirton Steel Corporation, 400 Three
Springs Drive, Weirton, West Virginia 26062-4989, Attention: William R.
Kiefer, Vice President-Law and Secretary (Telephone 304-797-2000).

<PAGE>8

TABLE OF CONTENTS

Page

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . 3

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Consequences of Failure to Exchange . . . . . . . . . . . . . . . . 17
Factors Relating to the Steel Industry . . . . . . . . . . . . . . . 17
Cyclicality . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Capacity Utilization and Price Sensitivity . . . . . . . . . . 17
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Environmental Concerns . . . . . . . . . . . . . . . . . . . . 18
Factors Relating to the Company . . . . . . . . . . . . . . . . . . 18
Financial Results . . . . . . . . . . . . . . . . . . . . . . . 18
Collective Bargaining Agreements . . . . . . . . . . . . . . . 19
Voting Power . . . . . . . . . . . . . . . . . . . . . . . . . 19
Deficiency of Earnings to Fixed Charges . . . . . . . . . . . . 19
Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Limitations on Raising Equity . . . . . . . . . . . . . . . . . 20
No Prior Market . . . . . . . . . . . . . . . . . . . . . . . . 20

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

THE EXCHANGE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Purpose of the Exchange Offer . . . . . . . . . . . . . . . . . . . 21
Terms of the Exchange . . . . . . . . . . . . . . . . . . . . . . . 21
Expiration Date; Extensions; Termination; Amendments . . . . . . . . 22
How to Tender . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
General Procedures . . . . . . . . . . . . . . . . . . . . . . 23
Book-Entry Transfer . . . . . . . . . . . . . . . . . . . . . . 24
Guarantee Delivery Procedures . . . . . . . . . . . . . . . . . 24
Terms and Conditions of the Letter of Transmittal . . . . . . . . . 25
Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . . . . . 26
Acceptance of Senior Notes for Exchange; Delivery of Exchange Notes 26
Conditions to the Exchange Offer . . . . . . . . . . . . . . . . . . 27
Exchange Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Solicitation of Tenders; Express . . . . . . . . . . . . . . . . . . 28
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . 28
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

<PAGE>9

DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . 31
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Optional Redemption . . . . . . . . . . . . . . . . . . . . . . 31
Selection and Notice of Redemption . . . . . . . . . . . . . . 31
Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . 32
Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . 32
Limitations on Indebtedness . . . . . . . . . . . . . . . . . . 32
Limitations on Restricted Payments . . . . . . . . . . . . . . 32
Limitations on Mergers, Consolidations and Sales of Assets . . 33
Limitations on Transactions with Affiliates . . . . . . . . . . 33
Restrictions on Disposition of Assets of the Company . . . . . 34
Limitations on Liens . . . . . . . . . . . . . . . . . . . . . 34
Limitations on Sale and Leaseback Transactions . . . . . . . . 35
Limitations on Dividend and Other Payment Restrictions
Affecting Subsidiaries . . . . . . . . . . . . . . . . . . 35
Change of Control Option . . . . . . . . . . . . . . . . . . . 35
Reports to Holders of the Notes . . . . . . . . . . . . . . . . 37
Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . 37
Events of Default and Notice Thereof . . . . . . . . . . . . . . . . 44
Modification and Waiver . . . . . . . . . . . . . . . . . . . . . . 44
Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . 44
Concerning the Trustee . . . . . . . . . . . . . . . . . . . . . . . 45
Book-entry; Delivery and Form . . . . . . . . . . . . . . . . . . . 45
Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Certificated Notes. . . . . . . . . . . . . . . . . . . . . . . 47
Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SENIOR NOTES REGISTRATION RIGHTS . . . . . . . . . . . . . . . . . . . . 47

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 48

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

<PAGE>10

SUMMARY

The following is a brief summary of certain information contained
elsewhere in this Prospectus. Unless the context otherwise requires, the term
"Company" refers to Weirton Steel Corporation and its subsidiary, Weirton
Receivables, Inc. Certain capitalized terms used in this summary are defined
elsewhere in this Prospectus.

THE COMPANY

General

The Company is a major integrated producer of flat rolled carbon steel
which has been in the steelmaking and finishing business for more than 80
years. The Company focuses on higher value-added products with demanding
specifications, such as tin mill products ("TMP") and coated sheet. TMP are
sold primarily to manufacturing and packaging companies for use as food,
beverage and general line cans and coated sheet is sold primarily to the
construction industry for use in a broad variety of building products and to
service centers. For the five-year period ended December 31, 1994, these
value-added product lines accounted for approximately 74% of the Company's
revenues and 62% of its shipments. The remainder of the Company's revenues is
derived from the sale of hot and cold rolled sheet, which is used for
machinery, construction products and other durable goods. The Company
believes that its percentage of value-added products to total production is
among the highest of integrated steel producers in the United States and
provides it with a competitive advantage against both domestic producers and
foreign commodity imports.

In order to modernize operations, the Company embarked in 1988 on an
extensive capital improvement program, spending in excess of $550 million,
primarily to upgrade its steelmaking and hot rolling facilities. This
program, substantially completed in 1992, included, among other things,
enhancing the Company's capacity to make "clean" steel (steel with fewer
impurities), rebuilding its multi-strand continuous caster and upgrading its
hot strip rolling mill to be one of the most modern in the world.

The Company's strategic objective is to be a leading domestic producer of
high value-added flat rolled carbon steel products. With the completion of
the capital improvement program, the Company's strategy is to: (i) increase
revenues and margins through the development and marketing of high value-added
products and services; (ii) achieve productivity improvements and significant
reductions in conversion costs through advanced steelmaking and rolling
technology and savings in manpower and production processes; and (iii) reduce
financial leverage and financial costs.

Incorporated in Delaware in November 1982, the Company acquired the
principal assets of National Steel Corporation's former Weirton Steel Division
in January 1984 through an employee stock ownership plan (the "1984 ESOP").
In the third quarter of 1994, the Company completed a public offering of 15
million shares of its common stock. In June 1989, the 1984 ESOP completed a
public offering of 4.5 million shares of common stock of the Company and the
Company also sold 1.8 million shares of Convertible Voting Preferred Stock,
Series A to a new employee stock ownership plan ( the "1989 ESOP").
Substantially all the Company's employees participate in the 1984 and 1989
ESOPs (the "ESOPs"), which, after giving effect to such public offerings, own
approximately 31% of the common stock and 100% of the outstanding preferred
stock of the Company, which accounts for approximately 49% of the total voting
power.

<PAGE>11

Business

Tin Mill Products. The Company believes it is one of the largest
domestic producers of TMP and that it is considered to be the leading
innovator of TMP in the United States. In April 1994, a fire substantially
damaged the Company's No. 9 Tandem Mill, which usually processes 70% to 80% of
the coils required to manufacture TMP. The No. 9 Tandem Mill was out of
operation until October 1994 and was returned to full production in the first
quarter of 1995. As a result, the Company's market share for TMP was 15% for
1994 as compared to 23% in 1993 and for the year ended December 31, 1994, TMP
represented 31% of the Company's revenues compared to an average of 48% over
the past five years. The Company's TMP are sold primarily to the food and
general packaging industries for use in cans and other containers. The market
for TMP is characterized by a relative balance between supply and demand
factors, a comparatively high cost of entry, and a limited number of suppliers
and major customers who traditionally have established in advance a
significant portion of their annual purchase requirements. As a result, TMP
have enjoyed more stable pricing, a greater resistance to recession and a
higher level of revenue predictability from year to year than the steel
industry as a whole.

Sheet Products. The Company's sheet products include hot rolled, cold
rolled and galvanized steel, which are used in a variety of industrial
applications, including construction and consumer durables. The Company has
sought to emphasize its higher value-added galvanized and coated product lines
by developing new products and by offering a wide range of gauges, finishes
and performance specifications. The Company emphasizes increasingly important
clean steel quality and produces sheets in narrow and medium widths. These
factors have helped the Company achieve a higher degree of uniformity in its
sheet products and have allowed it to specialize in orders with demanding
specifications. As a result of strong demand for the Company's hot rolled and
coated sheet products and the Company changing its product mix because of the
Tandem Mill disruption, sheet sales represented 69% of the Company's total
revenues for the year ended December 31, 1994, compared to an average of 52%
over the past five years. Less than 3% of the Company's sales during the past
five years have been directly to auto manufacturers, and the Company does not
produce bars, rods, wire or structural products.

Capital Improvement Program. In order to modernize operations, the
Company embarked in 1988 on an extensive capital improvement program, spending
in excess of $550 million, primarily to upgrade its steelmaking, hot rolling
and pickeling facilities. This program included enhancing the Company's
capacity to make clean steel, rebuilding the Company's multi-strand caster and
upgrading the Company's hot strip rolling mill so that it is among the most
modern in the world. These improvements have enabled the Company to
continuously cast 100% of its steel requirements (versus 62% in prior years
and an average of approximately 90% for the industry as a whole) and has
increased the Company's yield from raw steel to finished production to an
overall rate of greater than 80% compared to 74% historically. The Company
believes this measure of productivity will compare favorably with its
competitors. As a result of its modernization efforts, the Company has
improved its product quality and mix, enhanced its ability to broaden its
customers base and has reduced its average cost per ton of steel shipped.

Business Strategy. The Company's business strategy focuses on achieving
production efficiencies, taking initiatives to develop new markets for higher
value-added products and attaining significant cost reductions designed to
lower the Company's break-even level of operations. The Company announced a
program in July 1992 which includes a goal of reducing its workforce by 25%
through 1997, primarily through retirements. In addition to cost reductions
already achieved, the Company has initiated new efforts, among other things,
to reduce energy costs, restructure production and maintenance procedures,
reduce inventories and improve yields. The Company is also striving to
enhance sales by improving on-time delivery, with the goal of achieving a
level of performance superior to the Company's competitors and by expanding
the higher value-added segments of its product range.

<PAGE>12

The Company's executive offices are located at 400 Three Springs Drive,
Weirton, West Virginia 26062-4989, and its telephone number is (304) 797-2000.

THE EXCHANGE OFFER

The Exchange Offer . . . . . . The Company is offering to exchange (the
"Exchange Offer") $125,000,000 aggregate
principal amount of 10-3/4% Senior Notes
due 2005 (the "Exchange Notes") for
$125,000,000 aggregate principal amount of
its outstanding 10-3/4% Senior Notes due
2005 (the "Senior Notes"). The Senior
Notes were issued and sold by the Company
on June 12, 1995 in a transaction exempt
from registration under Section 4(2)
of, and Rule 144A under, the Securities
Act. See "The Exchange Offer--Purpose
of the Exchange Offer." The form and
terms of the Exchange Notes are the same
(including principal amount, interest
rate, maturity and ranking) as the
form and terms of the Senior Notes for
which they may be exchanged pursuant to the
Exchange Offer, except that the Exchange
Notes are freely transferable by holders
thereof except as provided herein (see "The
Exchange Offer--Terms of the Exchange" and
"--Terms and Conditions of the Letter of
Transmittal") and are not subject to any
covenant regarding registration under the
Securities Act.

Exchange Notes issued pursuant to the
Exchange Offer in exchange for the Senior
Notes may be offered for resale, resold and
otherwise transferred by holders thereof
(other than any holder which is (i) an
Affiliate of the Company, (ii) a broker-
dealer who acquired Senior Notes directly
from the Company or (iii) a broker-dealer
who acquired Senior Notes as a result of
market making or other trading activities),
without compliance with the registration
and prospectus delivery provisions of the
Securities Act provided that such Exchange
Notes are acquired in the ordinary course
of such holders' business and such holders
are not engaged in, and do not intend to
engage in, and have no arrangement or
understanding with any person to
participate in, a distribution of such
Exchange Notes. Each broker-dealer that
receives Exchange Notes pursuant to the
Exchange Offer must acknowledge that it
will deliver a prospectus in connection
with any resale of such Exchange Notes.
The Letter of Transmittal states that 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.

Minimum Condition . . . . . . The Exchange Offer is not conditioned upon
any minimum aggregate principal amount of
Senior Notes being tendered or accepted
for exchange.

Expiration Date . . . . . . . . The Exchange Offer will expire at 5:00
p.m., New York City time, on
, 1995 unless extended (the "Expiration
Date").

<PAGE>13

Exchange Date . . . . . . . . . Letters of Transmittal must be received
no later than the Expiration Date to effect
an exchange of Senior Notes for Exchange
Notes on the Exchange Date. The first date
of acceptance for exchange for the Senior
Notes will be the first business day
following the Expiration Date.

Conditions to the Exchange
Offer . . . . . . . . . . . . The obligation of the Company to consummate
the Exchange Offer is subject to certain
conditions. See "The Exchange Offer--
Conditions to the Exchange Offer." The
Company reserves the right to terminate or
amend the Exchange Offer at any time prior
to the Expiration Date upon the occurrence
of any such condition.

Withdrawal Rights . . . . . . . Tenders may be withdrawn at any time prior
to the Expiration Date. Any Senior Notes
not accepted for any reason will be
returned without expense to the tendering
holders thereof as promptly as practicable
after the expiration or termination of the
Exchange Offer.

Procedures for Tendering
Senior Notes . . . . . . . . See "The Exchange Offer--How to Tender."

Federal Income Tax
Consequences . . . . . . . . The exchange for Exchange Notes by holders
of Senior Notes will not be a taxable
exchange for federal income tax purposes,
and such holders should not recognize any
taxable gain or loss or any interest income
as a result of such exchange.

Effect on Holders of
Senior Notes . . . . . . . . As a result of the making of this Exchange
Offer, and upon acceptance for exchange of
all validly tendered Senior Notes pursuant
to the terms of this Exchange Offer, the
Company will have fulfilled a covenant
contained in the terms of the Senior Notes
and the Registration Rights Agreement (the
"Registration Rights Agreement") dated as
of June 12, 1995 between the Company and
Lazard Freres & Co. LLC, as initial
purchaser ("Lazard"), and, accordingly, the
holders of the Senior Notes will have no
further registration or other rights under
the Registration Rights Agreement, except
under certain limited circumstances. See
"Senior Notes Registration Rights."
Holders of the Senior Notes who do not
tender their Senior Notes in the Exchange
Offer will continue to hold such Senior
Notes and will be entitled to all the
rights and limitations applicable thereto
under the Indenture. All untendered, and
tendered but unaccepted, Senior Notes will
continue to be subject to the

<PAGE>14

restrictions on transfer provided for in the
Senior Notes and the Indenture. To the
extent that Senior Notes are tendered and
accepted in the Exchange Offer, the
trading market, if any, for the Senior
Notes could be adversely affected. See
"Risk Factors--Consequences of Failure to
Exchange."

TERMS OF THE NOTES

The Exchange Offer applies to $125,000,000 aggregate principal amount of
Senior Notes. The form and terms of the Exchange Notes are the same as the
form and terms of the Senior Notes except that the Exchange Notes have been
registered under the Securities Act and, therefore, will not bear legends
restricting the transfer thereof. The Exchange Notes will evidence the same
debt as the Senior Notes and will be entitled to the benefits of the
Indenture. See "Description of the Notes."

Notes Offered . . . . . . . . . $125,000,000 principal amount of 10-3/4%
Senior Notes Due 2005.

Maturity . . . . . . . . . . . June 1, 2005.

Interest Payment Dates . . . . Interest on the Notes will be payable in
cash semiannually on June 1 and December 1
of each year, commencing December 1, 1995.

Ranking . . . . . . . . . . . . The Notes will be unsecured obligations of
the Company and will be senior to all
subordinated indebtedness of the Company
and pari passu with all existing and future
senior unsecured indebtedness of the
Company.

Optional Redemption . . . . . . The Notes are not redeemable prior to
June 1, 2000. On and after June 1, 2000,
the Notes are redeemable at the option of
the Company, in whole or in part, at the
redemption prices set forth herein,
together with accrued interest thereon to
the redemption date. See "Description of
the Notes Redemption Optional Redemption."

Mandatory Redemption . . . . . There are no mandatory redemption
provisions for the Notes.

Change of Control . . . . . . . Upon a Change of Control (as defined
herein), each holder of Notes will have the
right to require the Company to repurchase
all or any part of such holder's
outstanding Notes at 101% of the principal
amount thereof, together with accrued
interest thereon to the repurchase date.
See "Description of the Notes Certain
Covenants Change of Control Option."

<PAGE>15

Certain Covenants . . . . . . . The Indenture contains covenants including,
but not limited to, covenants with respect
to the following matters: (i) limitations
on indebtedness; (ii) limitations on
restricted payments; (iii) limitations on
mergers, consolidations and sales of
assets; (iv) limitations on transactions
with affiliates; (v) restrictions on
disposition of assets of the Company; (vi)
limitations on liens; (vii) limitations on
sale and leaseback transactions; and (viii)
limitations on dividend and other payments
restrictions affecting subsidiaries. See
"Description of the Notes Certain
Covenants."

Risk Factors . . . . . . . . . Holders of Senior Notes should carefully
consider the matters set forth under the
caption "Risk Factors" prior to making a
decision with respect to the Exchange
Offer. See "Risk Factors."

<PAGE>16

SUMMARY FINANCIAL DATA
(Dollars in millions, except per share and per ton data)

Set forth below is certain summary financial data of the Company for the
periods indicated. The summary financial data set forth below is qualified in
its entirety by reference to and should be read in conjunction with
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" and the financial information incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994, its
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 and its
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, which are
incorporated by reference in the Registration Statement of which this
Prospectus is a part.

Six Months Ended Year Ended December 31,
June 30,
---------------- -----------------------------------------------------------------------

1995 1994 1994 1993 1992 1991 1990
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales . . . . . . . . $673.7 $660.6 $1,260.9 $1,201.1 $1,078.7 $1,036.3 $1,190.9

Operating costs:

Cost of sales . . . . . 573.1 600.3 1,136.9 1,105.6 1,010.0 1,109.3 1,113.9
Selling, general and
administrative expense . 16.9 15.6 31.5 32.5 30.5 29.1 30.4
Depreciation . . . . . . 30.0 25.3 46.4 49.1 38.6 34.3 29.0
Provision for profit
sharing (1) . . . . . . 19.1 - 17.6 - - - -

Special items (2). . . . (41.5) - (20.0) 17.3 - - -

Income (loss) from
operations . . . . . . . 76.1 19.4 48.5 (3.4) (0.4) (46.4) 17.6
Unusual gain (3) . . . . - 32.5 44.8 - - - -
Net interest expense (4) 18.9 24.1 44.2 50.2 37.9 29.7 15.0
ESOP contributions (5). . 1.3 1.3 2.6 2.6 2.6 2.6 1.5

Income (loss) before income
taxes . . . . . . . . . 55.9 26.5 46.5 (56.2) (40.9) (78.7) 1.1
Income tax provision
(benefit). . . . . . . . . 10.9 (5.0) 7.5 13.3 4.8 4.0 (0.8)

Income (loss) before
extraordinary item
and cumulative effect of
changes in accounting
principles . . . . . . 45.0 21.5 39.0 (42.9) (36.1) (74.7) 0.3

Extraordinary item (6) . (6.7) - (3.8) (6.5) - - -
Cumulative effect of
changes in accounting
principles (7). . . . . . - - - (179.8) 4.3 - -

Net income (loss) . . . . 38.3 21.5 35.2 (229.2) (31.8) (74.7) 0.3

Less: Preferred stock
dividend requirement. . . - (1.6) (2.4) (3.1) (3.1) - -

Net income (loss)
applicable to
common shares. . . . . . . 38.3 $19.9 $32.8 $(232.3) $(34.9) $(74.7) $0.3

</TABLE>

<PAGE>17
<TABLE>
<CAPTION>
(Dollars in millions, except per share and per ton data)
Six Months Ended
June 30, Year Ended December 31,
------------------ --------------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Per Common Share Data:

Income (loss) per common
share before
extraordinary item . . . $1.03 $ 0.70 $ 1.06 $(1.74) $(1.57) $(3.49) $ 0.01

Income (loss) per common
share before cumulative
effect of accounting
changes . . . . . . . . 0.88 0.70 0.95 (1.99) (1.57) (3.49) 0.01
Net income (loss) per
common share . . . . . . 0.88 0.70 0.95 (8.78) (1.40) (3.49) 0.01

Cash dividends paid . . . - - - - - - $0.64

Balance Sheet Data (at end
of period):

Cash, equivalents, and
marketable securities. $ 103.0 $ 172.2 $ 62.9 $ 89.0 $ 61.2 $ 84.2 $ 56.2
Working capital . . . . . 349.8 317.6 256.5 262.2 237.7 273.5 264.6
Total assets . . 1,261.7 1,259.9 1,230.9 1,240.7 1,005.4 1,038.0 965.2
Long term debt, incl.
current portion . . . . . 407.8 495.3 394.5 495.3 503.2 505.3 398.9
Redeemable preferred stock,
net . . . . . . . . . . 15.7 38.0 14.5 36.7 34.2 31.0 3.9
Stockholders' equity
(deficit) . . . . . . . . 187.5 18.6 149.2 (1.4) 231.3 257.3 316.5

Other Data (for the period,
except where noted):

Ratio of earnings to fixed
charges (8) . . . . . . 3.35 1.93 1.85 - - - -

EBITDA (9) . . . . . . . $ 99.9 $ 86.2 $143.7 $ 92.5 $ 45.7 $ (2.1) $ 60.5
Capital expenditures (10) $ 19.2 $ 7.3 $112.1 $ 14.4 $ 44.6 $ 113.9 $ 181.9

Shipments in thousands of
tons . . . . . . . . . . 1,335 1,358 2,606 2,431 2,102 1,939 2,206

Average sales per ton
shipped $505 $486 $ 484 $ 494 $ 513 $ 534 $ 540
Average cost of sales per
ton shipped . . . . . $429 $442 $ 436 $ 455 $ 480 $ 526 $ 505
Gross margin per ton
shipped $ 76 $ 44 $ 48 $ 39 $ 33 $ 8 $ 35
Operating income (loss) per
ton shipped before
special items . . . . . $ 40 $ 14 $ 18 $ 6 $ - $ (24) $ 8

</TABLE>

(Dollars in millions, except per share and per ton data)
Six Months Ended Year Ended December 31,
June 30,
---------------- --------------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C>

(Unaudited)
Active employees (at end of
period). . . . . . . . 5,612 5,953 5,565 6,026 6,542 6,979 7,582
Employee hours per ton of
hot band produced . . . . . 1.76 1.83 1.83 1.95 2.07 2.38 2.45
Employee hour per ton
shipped . . . . . . . . 4.69 4.59 4.89 5.31 6.53 7.55 7.48
Capacity utilization . . 97% 90% 91% 91% 83% 68% 79%
Percentage of raw steel
continuously cast . . . 100% 100% 100% 100% 100% 97% 64%
Yield (raw steel to
finished production). . 80.0% 81.7% 83.0% 77.9% 72.3% 72.3% 69.7%

</TABLE>

__________________

(1) The provision for employee profit sharing is calculated in accordance with
the profit sharing plan agreement. The provision is based upon 33 % of net
income.

(2) During the first half of 1995 and for the year ended 1994, the Company's
results of operations included the recognition of $34 million and $20
million, respectively, of insurance recoveries relating to a business
interruption claim regarding a fire which damaged the Company's No. 9
Tandem Mill in April 1994. The Company's results of operations for the
first half of 1995 also include the favorable effect of a $7.5 million
business interruption insurance recovery from the settlement of a claim
related to an explosion of a reversing rougher roller that caused an outage
of the Company's hot strip mill in the first quarter of 1991. The Company
recognized a pretax restructuring charge of $17.3 million in the first
quarter of 1993 associated with an enhanced early retirement package as
part of the Company's on-going cost reduction program.

(3) The Company was required to recognize a new cost basis for property damage
insurance recoveries related to the No. 9 Tandem Mill which resulted in the
recognition of a pretax gain in 1994 in the amount of $44.8 million, $32.5
million of which was recognized in the first half of 1994.

(4) Net interest expense has been reduced by capitalized interest of $2.3
million, $0.8 million, $6.1 million, $12.8 million and $14.8 million for
the years 1994 through 1990, respectively.

(5) Does not involve a net outflow of cash as these contributions are returned
to the Company in the form of payments on loans from the Company to the
ESOPs.

(6) Reflects certain costs incurred in connection with the early extinguishment
of debt.

(7) Effective January 1, 1992, the Company changed its method of accounting for
the depreciation of its steelmaking facilities from a straight-line to a
production-variable method. Effective January 1, 1993, the Company adopted
the provisions of Statement of Financial Accounting Standards ("SFAS") No.
106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," SFAS No. 112, "Employers' Accounting for Postemployment
Benefits," and SFAS No. 109, "Accounting for Income Taxes." The cumulative
effect of the 1993 accounting changes reflects the collective
implementation of the following accounting changes. The change in
accounting under SFAS No. 106 required the Company to recognize a pretax
charge of $303.9 million to account for the prior service cost of retiree
health care and life insurance benefits as well as an additional noncash
expense each quarter which began in the first quarter of 1993. The Company
also recorded a pretax charge of $4 million relating to the implementation
of SFAS No. 112, and a net income tax benefit of $128.2 million, of which
$115.5 million relates to the adoption of SFAS No. 106, representing the
cumulative effect of the accounting change for income taxes in accordance
with SFAS No. 109.

<PAGE>19

(8) For purposes of calculating the ratio of earnings to fixed charges, (i)
earnings consist of income before taxes plus fixed charges and (ii) fixed
charges consist of interest expense incurred, amortization of debt
expense and one-third of rental payments under operating leases (an
amount estimated by management to be the interest portion of such
rentals). Earnings did not cover fixed charges by $56.1 million, $49
million, $89.3 million and $12.2 million for the years 1993, 1992, 1991
and 1990, respectively. For the first half of 1995 and for the year
1994, the Company's earnings were sufficient to cover fixed charges, with
the ratio of earnings to fixed charges at 3.43 and 1.85. The ratio of
EBITDA to fixed charges, as computed under the Indenture, for the first
half of 1995 and the years 1994, 1993, 1992 and 1990 was 5.13, 2.94,
1.71, 1.00 and 2.03, respectively. Under this computation, the Company's
EBITDA was insufficient to cover fixed charges by $45 million in 1991.
The ratio of earnings to fixed charges is not expected to be affected by
this offering.

(9) EBITDA represents the earnings of the Company before income taxes, net
interest expense, depreciation and amortization and other noncash items
reducing net income, calculated in accordance with the covenants under the
Notes. The ratio of EBITDA to fixed charges is used to determine the
Company's ability to incur indebtedness under the restrictive covenants
governing the Notes. EBITDA is not a measure of financial performance
under generally accepted accounting principles ("GAAP"). Accordingly, it
does not represent net income or cash flows from operations as defined by
GAAP and does not necessarily indicate that cash flows will be sufficient
to fund cash needs. As a result, EBITDA should not be considered as an
alternative to net income as an indicator of operating performance or to
cash flows as a measure of liquidity.

(10) For 1994, capital expenditures included $74.6 million for rebuilding the
No. 9 Tandem Mill due to fire damage, with respect to which the Company
received insurance recoveries of $45 million to date.

<PAGE>20

RISK FACTORS

In addition to the other information contained in this Prospectus, before
tendering their Senior Notes for the Exchange Notes offered hereby, holders of
Senior Notes should consider carefully the following factors, which may be
generally applicable to the Senior Notes as well as the Exchange Notes:

Consequences of Failure to Exchange

Holders of Senior Notes who do not exchange their Senior Notes for
Exchange Notes pursuant to the Exchange Offer will continue to be subject to
the restrictions on transfer of such Senior Notes as set forth in the legend
thereon as a consequence of the issuance of the Senior Notes pursuant to
exemptions from, or in transactions not subject to, the registration
requirements of the Securities Act and applicable state securities laws. In
general, the Senior Notes may not be offered or sold, unless registered under
the Securities Act and applicable state securities laws, or pursuant to an
exemption therefrom. Except under certain limited circumstances, the Company
does not intend to register the Senior Notes under the Securities Act. In
addition, any holder of Senior Notes who tenders in the Exchange Offer for the
purpose of participating in a distribution of the Exchange Notes may be deemed
to have received restricted securities and, if so, will be required to comply
with the registration and prospectus delivery requirements of the Securities
Act in connection with any resale transaction. To the extent Senior Notes are
tendered and accepted in the Exchange Offer, the trading market, if any, for
the Senior Notes could be adversely affected. See "The Exchange Offer" and
"Senior Notes Registration Rights."

Factors Relating to the Steel Industry

Cyclicality. The domestic steel industry is a cyclical business
characterized by intense competition. Within the industry, the first half of
the 1980s was marked by significant restructurings and downsizing,
unprecedented losses and bankruptcies. Factors such as overcapacity,
increased domestic and international competition, including high levels of
imported steel coupled with a strong dollar, high labor costs, inefficient
plants and reduced levels of steel demand caused major disruptions to the
industry. This was followed in the late 1980s by increased demand, lower
levels of steel imports, the decline of the dollar, capacity reductions and
increased efficiency through modernization of plants. As a result, industry
profits were substantial in 1988. Steel prices and demand began to decline in
the latter half of 1989, however, and a number of domestic producers reported
losses in 1990 and 1991. These losses continued for many producers throughout
1992. With stronger demand in 1993, the industry demonstrated improved
performance. Although the recovery in steel markets has continued into 1995,
there have been recent reductions in the price of sheet products and there can
be no assurance that the recovery will continue.

Capacity Utilization and Price Sensitivity. According to the American
Iron and Steel Institute (the "AISI"), annual U.S. raw steel production
capacity has been reduced from approximately 151 million tons in 1983 to
approximately 108 million tons in 1994. The reduction in domestic capacity
generally resulted in higher utilization rates, although overcapacity remains
a problem in certain product lines and may become a problem in other product
lines, particularly coated steels. The average utilization of domestic
industry capacity was 64% from 1983 through 1986 compared to 83% from 1987
through 1993, and 91% for the year 1994. During the three-year period ending
in 1998, an additional 12 million to 14 million tons of sheet capacity is
expected to be brought into operation by mini-mills. The results of
operations of major domestic integrated steelmakers, including the Company,
are affected substantially by relatively small variations in selling prices of
products. Overcapacity relative to demand, particularly in downcycles, has
resulted in an extremely competitive environment which limits the ability of
producers to raise prices. Competitive pressures in the industry limit the

<PAGE>21

ability of producers to obtain price increases and can lead to declines in
prices, both of which may have a material adverse effect on the industry
generally and on the Company specifically.

Competition. Competition among domestic steelmakers is intense with
respect to price, service and quality. Domestic integrated steel producers
have lost market share to domestic mini-mills in recent years as these mills
have expanded their product lines from commodity type items to include larger-
size structural products and flat-rolled products. Mini-mills have enjoyed
certain cost advantages compared to integrated producers because of lower
costs in converting scrap to raw steel, lower employment and environmental
costs and the targeting of regional markets. In the past few years, mini-
mills also have substantially improved the quality of their products,
particularly thin cast steel, through the use of new technology which has
allowed them to retain overall conversion cost advantages. In recent years,
competitive pressures among domestic producers, including mini-mills, have
extended to higher value-added products, putting further pressure on prices
and margins. In addition, certain domestic integrated steelmakers have gone
through reorganizations under Chapter 11 of the U.S. Bankruptcy Code.
Following their reorganizations, these companies generally have reduced costs
and become more effective competitors. In addition, domestic steel producers
have invested heavily in new plant and equipment that, when combined with the
implementation of manning and other work rule changes, have enabled many
domestic companies to improve efficiency and increase productivity. Finally,
demand for certain of the industry's products continues to be under pressure
from products made with aluminum, plastics, cardboard, glass, wood, concrete
and ceramics, which may offer substitutes for steel in certain applications.

Domestic producers face competition from foreign producers over a broad
range of products. Many foreign steel producers are owned, controlled or
subsidized by their governments, making these producers subject to influence
by political and economic policy considerations as well as the prevailing
market conditions. From 1983 to 1993, imported steel represented 21% of all
steel sold in the United States. Factors such as attractive world export
prices, a lower U.S. dollar exchange rate and improved international
competitiveness of the domestic steel industry have recently contributed to
reduced import levels. The reversal of any one of these factors, or the
failure otherwise to control steel imports, may cause foreign competition to
increase.

Environmental Concerns. The facilities and operations of domestic
steelmakers are subject to a number of federal, state and local laws,
regulations and permits relating to environmental protection. The costs for
environmental compliance may serve to put domestic steelmakers at a relative
competitive disadvantage compared to foreign producers not subject to
similarly extensive regulation or producers of competitive materials which may
not be required to undergo equivalent compliance costs.

Factors Relating to the Company

Financial Results. The Company reported net income of $38.3 million for
the first half of 1995, net income of $35.2 million for 1994 and net losses of
$229.2 million for 1993 and $31.8 million for 1992. The net results for the
first half of 1995 include pretax favorable adjustments related to recoveries
under claims for business interruption insurance. Damage to the Company's No.
9 Tandem Mill due to a fire early in the second quarter of 1994 resulted in
the Company filing claims under both its property damage and business
interruption insurance. The net results for the first half of 1995 include
$34.0 million of insurance recoveries for business interruption related to the
damage to the No. 9 Tandem Mill bringing total recoveries under this claim to
$54.0 million. The results for the first half of 1995 also include the
favorable effect of a $7.5 million business interruption insurance recovery
from the settlement of a claim related to an explosion of a reversing rougher
roller that caused an outage of the Company's hot strip mill in the first
quarter of 1991. The net results for 1994 included a pretax favorable
adjustment to the carrying value of the No. 9 Tandem Mill of $44.8 million

<PAGE>22

and a pretax provision for employee profit sharing of $17.6 million.
Operating and net results for 1994 were adversely affected by the No. 9 Tandem
Mill fire. Notwithstanding the disruption to the Company's operations caused
by the fire, revenues in 1994 of $1,261 million were $59.8 million, or 5%,
higher than in 1993 and reached their highest level over the last five years.
The Company's operating profit of $48.5 million in 1994, which included
insurance recoveries of $20 million for business interruption, reflected
higher operating costs caused by the No. 9 Tandem Mill outage. Nevertheless,
the Company's operating performance in 1994 exceeded that for 1993 when the
Company recognized an operating loss of $3.4 million. Prior to the No. 9
Tandem Mill fire in the second quarter of 1994, the Company had achieved five
consecutive quarters of improved operating performance. The Company's net
results for 1993 were significantly affected by the net after-tax effect of
required changes in certain accounting principles, primarily related to
retiree healthcare and income taxes, which totaled $179.8 million, a pretax
restructuring charge of $17.3 million, and an after-tax extraordinary charge
of $6.5 million. Management attributes the losses in 1992 to production
disruptions stemming from the Company's implementation of a $550 million
capital improvement program and to recessionary conditions affecting the
industry.

Collective Bargaining Agreements. The Company has collective bargaining
agreements effective through September 25, 1996 with the Independent
Steelworkers Union, which, as of December 31, 1994, represented 4,524
employees in bargaining units covering production and maintenance workers,
clerical workers and nurses, and with the Independent Guard Union, which, as
of December 31, 1994, represented 47 employees. The Company believes that its
compensation structure places a heavier emphasis on profit sharing compared to
other major integrated steel producers. This emphasis tends to cause the wage
portion of the Company's employment costs to be relatively higher during
periods of profitability and relatively lower during periods of low earnings
or losses. The Company has not experienced work stoppages in the course of
prior labor negotiations, although there can be no assurance that work
stoppages will not occur in the future in connection with negotiations or
otherwise.

Voting Power. The 1984 and 1989 ESOPs own 31% of the Company's
outstanding common and 100% of the outstanding preferred stock which accounts
for 49% of the Company's total voting power. Employee voting power could
increase by approximately 3% if the 5 million shares of common stock reserved
for an employee purchase program over the next five years are acquired by
employees. At the end of each quarter, participants in the 1984 ESOP may
elect to receive distributions of common stock from the ESOP, which, to the
extent such distributed shares are then sold, reduces employee voting power.
The participants in the ESOPs, all of whom are present or former employees of
the Company, could, if they were to act collectively in the voting of their
shares, elect a majority of the Company's directors. However, management does
not believe it is likely that any such collective voting would occur. The
interests of ESOP participants may differ from those of public stockholders
and holders of the Company's indebtedness. Under the terms of the Notes, a
Change of Control (as defined) would require the Company to offer to
repurchase the Notes. See "Description of the Notes -- Certain Covenants --
Change of Control Option."

Deficiency of Earnings to Fixed Charges. For years 1993, 1992, 1991 and
1990, the Company's earnings were insufficient to cover fixed charges by
approximately $56.1 million, $49 million, $89.3 million and $12.2 million,
respectively. For the first half of 1995 and the year 1994, the Company's
earnings were sufficient to cover fixed charges, with the ratio of earnings to
fixed charges at 3.35 and 1.85.

Leverage. Beginning in 1989, the Company incurred substantially
increased levels of indebtedness as one of the funding sources for its capital
improvement program. As a result of the capital program financing, net losses
prior to the recent economic upturn and the unfavorable effect of required
changes in accounting methods, as of June 30, 1995, the Company's indebtedness
comprised 67.0% of its total capitalization. The

<PAGE>23

Company has no immediate plans to incur additional debt following completion
of the offering of the Notes. From time to time, however, the Company may be
required to utilize outside financing for working capital purposes. Such
financing may involve the incurrence of debt. The Company will be permitted
to incur additional debt only if, at the time, it is able to comply with
restrictions under the Notes and any other applicable debt instruments. See
"Description of the Notes -- Certain Covenants."

Limitations on Raising Equity. The Company's Restated Certificate of
Incorporation (the "Restated Certificate") imposes restrictions on the
Company's ability to raise additional equity. The authorization of shares of
capital stock under the Restated Certificate (beyond the 50 million shares of
common stock and 7.5 million shares of preferred stock presently authorized)
generally requires for approval a majority of voting power if such shares are
to be used only for bona fide public offerings or in connection with certain
employee benefit plans. However, if shares are to be used for any other
purpose, their authorization must be approved by the vote of 80% of total
voting power. Limitations on the future use of shares, if applicable, would
deny the Company access to private markets for its shares and could deprive
the Company of needed capital at times when the permitted types of issuance
are not feasible or have less favorable terms. In addition, the Restated
Certificate provides that the specific terms and conditions of each issuance
of capital stock by the Company, with limited exceptions, must be approved by
the vote of at least 90% of the Company's directors. The Company's Board of
Directors is required to be composed of 14 members. A dissent by more than
one director could prevent the Company from issuing capital stock, even though
the authorization of shares for such issuance was approved by the Company's
stockholders. Notwithstanding such limitations, in August 1994, the Company
sold 15 million shares of common stock in a public offering. The net proceeds
from such sale, of approximately $116 million, were used primarily to reduce
indebtedness and other Company liabilities.

No Prior Market. There is no existing market for the Exchange Notes, and
there can be no assurance as to (i) the liquidity of any such market that may
develop, (ii) the ability of holders of Exchange Notes to sell their Exchange
Notes, or (iii) the price at which the holders of Exchange Notes would be able
to sell their Exchange Notes. If such a market were to exist, the Exchange
Notes could trade at prices that may be higher or lower than their principal
amount or purchase price, depending on many factors, including prevailing
interest rates, the Company's operating results and the market for similar
debt securities.

USE OF PROCEEDS

There will be no proceeds to the Company from the exchange pursuant to
the Exchange Offer. The net proceeds to the Company from the issuance of the
Senior Notes were approximately $121 million. The Company used a portion of
these net proceeds to repurchase, concurrently with the consummation of the
purchase of the Senior Notes, approximately $30 million aggregate principal
amount of its 11-1/2% Senior Notes due 1998 (the "11-1/2% Senior Notes") and
approximately $82 million principal amount of its 10-7/8% Senior Notes due
1999 (the "10-7/8% Senior Notes") for an aggregate purchase price of
approximately $118.8 million. The Company added the remaining net proceeds to
working capital.

<PAGE>24

THE EXCHANGE OFFER

Purpose of the Exchange Offer

The sole purpose of the Exchange Offer is to fulfill the obligations of
the Company with respect to the registration of the Senior Notes.

The Senior Notes were originally issued and sold on June 12, 1995 (the
"Issue Date"). Such sales were not registered under the Securities Act in
reliance upon the exemption provided by Section 4(2) of the Securities Act and
Rule 144A under the Securities Act. The net proceeds from the sale of the
Senior Notes (approximately $121 million) were used to repurchase $30
million aggregate principal amount of 11 1/2% Senior Notes and $82 million
aggregate principal amount of 10-7/8% Senior Notes (plus related premium and
interest accrued through the date of repurchase) and to solicit consents
from holders of the 11 1/2% Senior Notes in order to modify certain
covenants in the indenture relating to the 11 1/2% Senior Notes. In connection
with the sale of the Senior Notes, the Company agreed to file with the
Commission a registration statement relating to an exchange offer (the
"Exchange Offer Registration Statement") pursuant to which the Exchange Notes,
another series of senior notes of the Company covered by such registration
statement and containing the same terms as the Senior Notes, except as set
forth in this Prospectus, would be offered in exchange for Senior Notes
tendered at the option of the holders thereof. If (i) the Company determines
in reasonably good faith that (x) any changes in the law or the applicable
interpretations of the Staff of the Commission do not permit the Company to
effect the Exchange Offer, or (y) that the Exchange Notes would not be
tradeable upon receipt by the holders of Senior Notes that participate in the
Exchange Offer without restriction under state and federal securities laws
(other than due solely to the status of a holder of Senior Notes as an
Affiliate of the Company), (ii) the Exchange Offer is not consummated within
165 days of the Issue Date, (iii) in certain circumstances, certain holders of
unregistered Exchange Notes so request within 135 days after the consummation
of the Exchange Offer or (iv) in the case of any holder of Senior Notes that
participates in the Exchange Offer, such holder of Senior Notes does not
receive Exchange Notes on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to
the status of such holder of Senior Notes as an Affiliate of the Company) and
so notifies the Company within 60 days after such holder of Senior Notes first
becomes aware of such restriction and provides the Company with a reasonable
basis for its conclusion, in the case of each of clauses (i)-(iv) of this
sentence, the Company will file with the Commission a registration statement
(the "Shelf Registration Statement") to cover resales of the Senior Notes by
the holders thereof who satisfy certain conditions relating to the provision
of information in connection with the Shelf Registration Statement. In the
event that (i) the Company fails to file the Exchange Offer Registration
Statement, (ii) the Exchange Offer Registration Statement or, if applicable,
the Shelf Registration Statement, is not declared effective by the Commission,
or (iii) the Exchange Offer is not consummated or the Shelf Registration
Statement ceases to be effective, in each case within specified time periods,
the interest rate borne by the Senior Notes will be increased. See "Senior
Notes Registration Rights."

Terms of the Exchange

The Company hereby offers to exchange, upon the terms and subject to the
conditions set forth herein and in the Letter of Transmittal accompanying this
Registration Statement of which this Prospectus is a part (the "Letter of
Transmittal"), $1,000 in principal amount of Exchange Notes for each $1,000 in
principal amount of Senior Notes. The terms of the Exchange Notes are the
same as the terms of the Senior Notes for which they may be exchanged pursuant
to this Exchange Offer, except that the Exchange Notes will generally be
freely transferable by holders thereof, and the holders of the Exchange Notes
(as well as remaining holders of any Senior Notes) will not be entitled to
registration rights under the Registration Rights Agreement. The Exchange
Notes will evidence the same debt as the Senior Notes and will be entitled to
the benefits of the Indenture. See "Description of the Notes."

The Exchange Offer is not conditioned upon any minimum aggregate
principal amount of Senior Notes being tendered or accepted for exchange.

<PAGE>25

Based on its view of interpretations set forth in no-action letters
issued by the Staff to third parties, the Company believes that Exchange Notes
issued pursuant to the Exchange Offer in exchange for the Senior Notes may be
offered for resale, resold and otherwise transferred by holders thereof (other
than any holder or any such other person which is (i) an Affiliate of the
Company, (ii) a broker-dealer who acquired Senior Notes directly from the
Company or (iii) a broker-dealer who acquired Senior Notes as a result of
market making or other trading activities) without compliance with the
registration and prospectus delivery provisions of the Securities Act provided
that such Exchange Notes are acquired in the ordinary course of business of
such holder and any beneficial owner, and such holders are not engaged in, and
do not intend to engage in, and have no arrangement or understanding with any
person to participate in, a distribution of such Exchange Notes. Each
broker-dealer that receives Exchange Notes pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. The Letter of Transmittal states that 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. Broker-dealers who acquired Senior Notes as a result of
market making or other trading activities may use this Prospectus, as
supplemented or amended, in connection with resales of the Exchange Notes.
The Company has agreed that, for a period of 120 days after this Registration
Statement is declared effective, it will make this Prospectus available to any
broker-dealer for use in connection with any such resale. Any holder that
cannot rely upon such interpretations must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction.

Tendering holders of Senior Notes will not be required to pay brokerage
commissions or fees or, subject to the instructions in the Letter of
Transmittal, transfer taxes with respect to the exchange of the Senior Notes
pursuant to the Exchange Offer.

Expiration Date; Extensions; Termination; Amendments

The Exchange Offer expires on the Expiration Date. The term "Expiration
Date" means 5:00 p.m., New York City time, on , 1995 unless
the Company in its sole discretion extends the period during which the
Exchange Offer is open, in which event the term "Expiration Date" means the
latest time and date on which the Exchange Offer, as so extended by the
Company, expires. The Company reserves the right to extend the Exchange Offer
at any time and from time to time prior to the Expiration Date by giving
written notice to Bankers Trust Company (the "Exchange Agent") and by timely
public announcement communicated by no later than 5:00 p.m. on the next
business day following the Expiration Date, unless otherwise required by
applicable law or regulation, by making a release to the Dow Jones News
Service. During any extension of the Exchange Offer, all Senior Notes
previously tendered pursuant to the Exchange Offer will remain subject to the
Exchange Offer.

The initial Exchange Date will be the first business day following the
Expiration Date. The Company expressly reserves the right to (i) terminate
the Exchange Offer and not accept for exchange any Senior Notes for any
reason, including if any of the events set forth below under "--Conditions to
the Exchange Offer" shall have occurred and shall not have been waived by the
Company and (ii) amend the terms of the Exchange Offer in any manner, whether
before or after any tender of the Senior Notes. If any such termination or
amendment occurs, the Company will notify the Exchange Agent in writing and
will either issue a press release or give written notice to the holders of the
Senior Notes as promptly as practicable. Unless the Company terminates the

<PAGE>26

Exchange Offer prior to 5:00 p.m., New York City time, on the Expiration Date,
the Company will exchange the Exchange Notes for the Senior Notes on the
Exchange Date.

If the Company waives any material condition to the Exchange Offer, or
amends the Exchange Offer in any other material respect, and if at the time
that notice of such waiver or amendment is first published, sent or given to
holders of Senior Notes in the manner specified above, the Exchange Offer is
scheduled to expire at any time earlier than the expiration of a period ending
on the fifth business day from, and including, the date that such notice is
first so published, sent or given, then the Exchange Offer will be extended
until the expiration of such period of five business days. In the event that
the Company materially amends the Exchange Offer after the Registration
Statement of which this Prospectus is a part has been declared effective by
the Commission, it will file a post-effective amendment to the Registration
Statement of which this Prospectus is a part, and mail or otherwise deliver
copies of such amendment to holders of the Senior Notes. If there is an
increase or decrease in the consideration offered for the Senior Notes, or a
decrease in the percentage of Exchange Notes offered by the Company in
exchange for Senior Notes, notice of such increase or decrease shall be
published, sent or given to all holders of Senior Notes in the manner
specified above and the Exchange Offer will be extended at least ten business
days from when such notice is first published, sent or given to the holders of
Senior Notes.

This Prospectus and the related Letter of Transmittal and other relevant
materials will be mailed by the Company to record holders of Senior Notes and
will be furnished to brokers, banks and similar persons whose names, or the
names of whose nominees, appear on the lists of holders for subsequent
transmittal to beneficial owners of Senior Notes.

How to Tender

The tender to the Company of Senior Notes by a holder thereof pursuant to
one of the procedures set forth below will constitute an agreement between
such holder and the Company in accordance with the terms and subject to the
conditions set forth herein and in the Letter of Transmittal.

General Procedures. A holder of a Senior Note may tender the same by (i)
properly completing and signing the Letter of Transmittal or a facsimile
thereof (all references in this Prospectus to the Letter of Transmittal shall
be deemed to include a facsimile thereof) and delivering the same, together
with the certificate or certificates representing the Senior Notes being
tendered and any required signature guarantees (or a timely confirmation of a
book-entry transfer (a "Book-Entry Confirmation") pursuant to the procedure
described below), to the Exchange Agent at its address set forth on the back
cover of this Prospectus on or prior to the Expiration Date or (ii) complying
with the guaranteed delivery procedures described below.

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.

<PAGE>27

Book-Entry Transfer. The Exchange Agent will make a request to establish
an account with respect to the Senior Notes at The Depository Trust Company
(the "Book-Entry Transfer Facility") for purpose of the Exchange Offer within
two business days after receipt of this Prospectus, and any financial
institution that is a participant in the Book-Entry Transfer Facility's
systems may make book-entry delivery of Senior Notes by causing the Book-Entry
Transfer Facility to transfer such Senior Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility in accordance with the Book-Entry
Transfer Facility's procedures for transfer. However, although delivery of
Senior Notes may be effected through book-entry transfer at the Book-Entry
Transfer Facility, the Letter of Transmittal, with any required signature
guarantees and any other required documents, must, in any case, be transmitted
to and received by the Exchange Agent at the address specified on the back
cover page of this Prospectus on or prior to the Expiration Date or the
guaranteed delivery procedures described below must be complied with.

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.

Guarantee Delivery Procedures. 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).

<PAGE>28

All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of Senior Notes will be
determined by the Company, whose determination will be final and binding. The
Company reserves the absolute right to reject any or all tenders not in proper
form or the acceptances for exchange of which may, in the opinion of counsel
to the Company, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Exchange Offer or any defect or
irregularities in tenders of any particular holder whether or not similar
defects or irregularities are waived in the case of other holders. 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.

Terms and Conditions of the Letter of Transmittal

The Letter of Transmittal contains, among other things, the following
terms and conditions, which are part of the Exchange Offer.

The party tendering Senior Notes for exchange (the "Transferor")
thereby exchanges, assigns and transfers the Senior Notes to the Company and
irrevocably constitutes and appoints the Exchange Agent as the Transferor's
agent and attorney-in-fact to cause the Senior Notes to be assigned,
transferred and exchanged. The Transferor represents and warrants that it has
full power and authority to tender, exchange, assign and transfer the Senior
Notes and to acquire Exchange Notes issuable upon the exchange of such
tendered Senior Notes, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title to the tendered Senior Notes,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim. The Transferor also warrants that it will, upon
request, execute and deliver any additional documents deemed by the Company to
be necessary or desirable to complete the exchange, assignment and transfer of
tendered Senior Notes. The Transferor further agrees that acceptance of any
tendered Senior Notes by the Company and the issuance of Exchange Notes in
exchange therefor shall constitute performance in full by the Company of its
obligations under the Registration Rights Agreement and that the Company shall
have no further obligations or liabilities thereunder (except in certain
limited circumstances). All authority conferred by the Transferor will
survive the death or incapacity of the Transferor and every obligation of the
Transferor shall be binding upon the heirs, legal representatives, successors,
assigns, executors and administrators of such Transferor.

By tendering Senior Notes and executing the Letter of Transmittal, the
Transferor 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.

Withdrawal Rights

Senior Notes tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to the Expiration Date.

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

<PAGE>29

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.

Acceptance of Senior Notes for Exchange; Delivery of Exchange Notes

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 Exchange Agent will act as agent for the tendering holders of Senior
Notes for the purposes of receiving Exchange Notes from the Company and
causing the Senior Notes to be assigned, transferred and exchanged. Upon the
terms and subject to the conditions of the Exchange Offer, delivery of
Exchange Notes to be issued in exchange for accepted Senior Notes will be made
by the Exchange Agent promptly after acceptance of the tendered Senior Notes.
Senior Notes not accepted for exchange by the Company will be returned without
expense to the tendering holders (or in the case of Senior Notes tendered by
book-entry transfer into the Exchange Agent's account at the Book-Entry
Transfer Facility pursuant to the procedures described above, such non-
exchanged Senior Notes will be credited to an account maintained with such
Book-Entry Transfer Facility) promptly following the Expiration Date or, if
the Company terminates the Exchange Offer prior to the Expiration Date,
promptly after the Exchange Offer is so terminated.

Conditions to the Exchange Offer

Notwithstanding any other provision of the Exchange Offer, or any
extension of the Exchange Offer, the Company will not be required to issue
Exchange Notes in respect of any properly tendered Senior Notes not previously
accepted and may terminate the Exchange Offer (by oral or written notice to
the Exchange Agent and by timely public announcement communicated by no later
than 5:00 p.m. on the next business day following the Expiration Date, unless
otherwise required by applicable law or regulation, by making a release to the
Dow Jones News Service) or, at its option, modify or otherwise amend the
Exchange Offer, if (a) there shall be threatened, instituted or pending any
action or proceeding before, or any injunction, order or decree shall have
been issued by, any court or governmental agency or other governmental
regulatory or administrative agency or commission, (i) seeking to restrain or
prohibit the making or consummation of the Exchange Offer or any other
transaction contemplated by the Exchange Offer, (ii) assessing or seeking any
damages as a result thereof, or (iii) resulting in a material delay in the
ability of the Company to accept for exchange or exchange some or all of the
Senior Notes pursuant to the Exchange Offer; (b) any statute, rule,
regulation, order or injunction shall be sought, proposed, introduced,
enacted, promulgated or deemed applicable to the Exchange Offer or any of the
transactions contemplated by the Exchange Offer by any government or
governmental authority, domestic or foreign, or any action shall have been
taken, proposed or threatened, by any government, governmental authority,
agency or court, domestic or foreign, that in the sole judgment of the Company
might directly or indirectly result in any of the consequences referred to in
clauses (a)(i) or (ii) above or, in the sole judgment of the Company, might
result in the holders of Exchange Notes having obligations with respect to
resales and

<PAGE>30

transfers of Exchange Notes which are greater than those described in the
interpretations of the Commission referred to on the cover page of this
Prospectus, or would otherwise make it inadvisable to proceed with the
Exchange Offer; or (c) a material adverse change shall have occurred in the
business, condition (financial or otherwise), operations, or prospects of the
Company.

The foregoing conditions are for the sole benefit of the Company and may
be asserted by it with respect to all or any portion of the Exchange Offer
regardless of the circumstances (including any action or inaction by the
Company) giving rise to such condition or may be waived by the Company in
whole or in part at any time or from time to time in their sole discretion.
The failure by the Company at any time to exercise any of the foregoing rights
will not be deemed a waiver of any such right, and each right will be deemed
an ongoing right which may be asserted at any time or from time to time. In
addition, the Company has reserved the right, notwithstanding the satisfaction
of each of the foregoing conditions, to terminate or amend the Exchange Offer.

Any determination by the Company concerning the fulfillment or non-
fulfillment of any conditions will be final and binding upon all parties.

In addition, the Company will not accept for exchange any Senior Notes
tendered and no Exchange Notes will be issued in exchange for any such Senior
Notes, if at such time any stop order shall be threatened or in effect with
respect to the Registration Statement of which this Prospectus constitutes a
part or qualification of the Indenture under the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act").

Exchange Agent

Bankers Trust Company has been appointed as the Exchange Agent for the
Exchange Offer. Letters of Transmittal must be addressed to the Exchange
Agent at its address set forth on the back cover page of this Prospectus.

Delivery to an address other than as set forth herein, or transmissions
of instructions via a facsimile or telex number other than the ones set forth
herein, will not constitute a valid delivery.

Solicitation of Tenders; Express

The Company has not retained any dealer-manager or similar agent in
connection with the Exchange Offer and will not make any payments to brokers,
dealers or others for soliciting acceptances of the Exchange Offer. The
Company will, however, pay the Exchange Agent reasonable and customary fees
for its services and will reimburse it for reasonable out-of-pocket expenses
in connection therewith. The Company will also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding tenders for their customers. The expenses to
be incurred in connection with the Exchange Offer, including the fees and
expenses of the Exchange Agent and printing, accounting, investment banking
and legal fees, will be paid by the Company and are estimated at approximately
$ .

No person has been authorized to give any information or to make any
representations in connection with the Exchange Offer other than those
contained in this Prospectus. If given or made, such information or
representations should not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any exchange made
hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the respective dates as
of which information is given herein. The Exchange Offer is not being made to
(nor will tenders be accepted from or on behalf of) holders of Senior Notes in
any jurisdiction in which the making of the Exchange Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction.
However, the Company may, at its discretion,

<PAGE>31

take such action as it may deem necessary to make the Exchange Offer in any
such jurisdiction and extend the Exchange Offer to holders of Senior Notes in
such jurisdiction. In any jurisdiction the securities laws or blue sky laws
of which require the Exchange Offer to be made by a licensed broker or dealer,
the Exchange Offer is being made on behalf of the Company by one or more
registered brokers or dealers which are licensed under the laws of such
jurisdiction.

Appraisal Rights

HOLDERS OF SENIOR NOTES WILL NOT HAVE DISSENTERS' RIGHTS OR APPRAISAL
RIGHTS IN CONNECTION WITH THE EXCHANGE OFFER.

Federal Income Tax Consequences

The exchange for Exchange Notes by holders of Senior Notes will not be a
taxable exchange for federal income tax purposes, and such holders should not
recognize any taxable gain or loss or any interest income as a result of such
exchange.

Other

Participation in the Exchange Offer is voluntary and holders should
carefully consider whether to accept. Holders of the Senior Notes are urged
to consult their financial and tax advisors in making their own decisions on
what action to take.

As a result of the making of, and upon acceptance for exchange of all
validly tendered Senior Notes pursuant to the terms of this Exchange Offer,
the Company will have fulfilled a covenant contained in the terms of the
Senior Notes and the Registration Rights Agreement. Holders of the Senior
Notes who do not tender their certificates in the Exchange Offer will continue
to hold such certificates and will be entitled to all the rights, and
limitations applicable thereto, under the Indenture, except for any such
rights under the Registration Rights Agreement, which by their terms terminate
or cease to have further effect as a result of the making of this Exchange
Offer. See "Description of the Notes." All untendered Senior Notes will
continue to be subject to the restriction on transfer set forth in the
Indenture. To the extent that Senior Notes are tendered and accepted in the
Exchange Offer, the trading market, if any, for the Senior Notes could be
adversely affected. See "Risk Factors -- Consequences of Failure to
Exchange."

The Company may in the future seek to acquire untendered Senior Notes in
open market or privately negotiated transactions, through subsequent exchange
offers or otherwise. The Company has no present plan to acquire any Senior
Notes which are not tendered in the Exchange Offer.

<PAGE>32

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
June 30, 1995. Consummation of the Exchange Offer will not affect the
Company's principal amount of outstanding indebtedness.

(In thousands) June 30,
1995
-------
<S> <C>

Cash and equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $102,999

Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ --
Long-term debt:

10-3/4% Senior Notes Due 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $125,000
11-1/2% Senior Notes Due 1988 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,150
10-7/8% Senior Notes Due 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,749
8-5/8% Pollution Control Bonds Due 2014 . . . . . . . . . . . . . . . . . . . . . . . . . 56,300
Unamortized debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (407)

Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 407,792

Redeemable preferred stock, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,710
Stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187,478

Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 610,980

</TABLE>

<PAGE>33

DESCRIPTION OF THE NOTES

The Exchange Notes will be issued, and the Senior Notes were issued,
under the Indenture dated June 12, 1995, between the Company and the Trustee.
The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act, as in effect on
the date of the Indenture. The Notes are subject to all such terms, and
prospective investors are referred to the Indenture and the Trust Indenture
Act for a statement of such terms.

The following statements are summaries of the material terms of the Notes
and the Indenture and do not purport to be complete. Such summaries make use
of certain terms defined in the Indenture and are qualified in their entirety
by express reference to the Indenture, a copy of which is available upon
request from the Company or the Trustee and has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part. Certain of
such defined terms are set forth below under "--Certain Definitions."

General

The Exchange Notes will bear 10-3/4% interest from and including the date
such Exchange Notes are first issued under the Indenture, payable semiannually
on June 1 and December 1 of each year, commencing December 1, 1995, to holders
of record ("Holders") at the close of business on May 15 or November 15
immediately preceding each such interest payment date. Holders whose Senior
Notes are accepted for exchange will receive accrued interest thereon to, but
not including, the date of issuance of the Exchange Notes. The Notes will be
due on June 1, 2005, and will be issued only in registered form, without
coupons, in denominations of $1,000 and integral multiples thereof.

The interest rate on the Notes is subject to increase in certain
circumstances if the Company does not meet its registration requirements with
respect to the Notes. See "Senior Notes Registration Rights."

The Notes are unsecured obligations of the Company limited to an
aggregate amount of $125 million. The Notes are senior to all subordinated
indebtedness of the Company and pari passu with all existing and future senior
unsecured indebtedness of the Company.

Redemption

Optional Redemption. The Notes may not be redeemed at the option of the
Company prior to June 1, 2000. The Notes will be subject to redemption at any
time on or after June 1, 2000, at the option of the Company, in whole or in
part, at the following redemption prices (expressed as percentages of the
principal amount), plus accrued and unpaid interest to the redemption date, if
redeemed during the 12-month period beginning June 1, of the years indicated
below:

Year Redemption Price

2000 . . . . . . . . . 105.3750%

2001 . . . . . . . . . 102.6875%

2002 and thereafter . . 100.0000%

<PAGE>34

Selection and Notice of Redemption. In the event that less than all of
the Notes are to be redeemed at any time, selection of Notes for redemption
will be made by the Trustee in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed
or, if the Notes are not listed on a national securities exchange, on a pro
rata basis, provided, however, that the Notes will be redeemed only in the
amount of $1,000 or integral multiples thereof. Notice of redemption to the
Holders of Notes to be redeemed as a whole or in part shall be given by
mailing notice of such redemption by first-class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for redemption
to such Holders of Notes at their last addresses as they shall appear upon the
registry books. On and after the redemption date, interest ceases to accrue
on Notes or portions thereof called for redemption.

Sinking Fund. There will be no sinking fund for the Notes.

Certain Covenants

The following is a summary of certain covenants that are contained in the
Indenture. Such covenants will be applicable (unless waived or amended as
permitted by the Indenture) so long as any of the Notes are outstanding.

Limitations on Indebtedness. The Company will not, and will not permit
any Subsidiary to, create, incur, assume, become liable for or guarantee the
payment of (collectively, an "incurrence") any Indebtedness (including
Acquired Indebtedness), other than Permitted Indebtedness, or permit any
Subsidiary to issue any Preferred Stock; provided the Company may incur, and
may permit any Subsidiary to incur, Indebtedness (including Acquired
Indebtedness) if (a) at the time of such event and after giving effect
thereto, on a pro forma basis, the ratio of Consolidated EBITDA to
Consolidated Fixed Charges for the four fiscal quarters immediately preceding
such event for which financial information is available consistent with the
Company's prior practice, taken as one period and calculated on the assumption
that such Indebtedness had been incurred on the first day of such four-quarter
period and, in the case of Acquired Indebtedness, on the assumption that the
related acquisition (whether by means of purchase, merger or otherwise) also
had occurred on such date with the appropriate adjustments with respect to
such acquisition being included in such pro forma calculation, would have been
greater than 1.75 to 1, and (b) no Default or Event of Default shall have
occurred and be continuing at the time or as a consequence of the incurrence
of such Indebtedness.

Notwithstanding the foregoing, the Company will not permit any Subsidiary
to incur Indebtedness (including Acquired Indebtedness) unless, at the time of
the incurrence of such Indebtedness and after giving effect thereto, on a pro
forma basis, without duplication, the sum of (i) the aggregate amount of
Indebtedness (including Acquired Indebtedness and Permitted Indebtedness) of
all Subsidiaries of the Company plus (ii) the aggregate amount of all
outstanding Indebtedness secured by Liens, issued, assumed or guaranteed by
the Company or any Subsidiary (excluding Indebtedness secured by Permitted
Liens) plus (iii) the aggregate amount of Attributable Debt incurred by the
Company or any Subsidiary in respect of sale and leaseback transactions does
not at such time exceed 10% of Consolidated Net Tangible Assets.

Limitations on Restricted Payments. The Company will not, and will not
permit any of its Subsidiaries to, directly or indirectly, make any Restricted
Payment unless:

(a) no Default or Event of Default shall have occurred and be
continuing at the time of or after giving effect to such Restricted
Payment;

<PAGE>35

(b) immediately after giving effect to such Restricted Payment, the
aggregate of all Restricted Payments (the fair market value of any such
Restricted Payment if other than cash as determined in good faith by the
Company's Board of Directors and evidenced by a resolution of such Board)
declared or made after the Issue Date does not exceed the greater of (i)
$5 million or (ii) the sum of (A) 50% of the Consolidated Net Income of
the Company on a cumulative basis during the period (taken as one
accounting period) from and including April 1, 1993 and ending on the
last day of the Company's last fiscal quarter ending prior to the date of
such Restricted Payment (or in the event such Consolidated Net Income
shall be a deficit, minus 100% of such deficit), plus (B) 100% of the
aggregate net cash proceeds of, and the fair market value of marketable
securities (as determined in good faith by the Company's Board of
Directors and evidenced by a resolution of such Board) received by the
Company from, the issue or sale after March 1, 1993 of Capital Stock of
the Company (other than the issue or sale of (x) Disqualified Stock, (y)
Capital Stock of the Company to any Subsidiary of the Company or (z)
Capital Stock convertible (whether at the option of the Company or the
holder thereof or upon the happening of any event) into any security
other than its Capital Stock) and any Indebtedness or other securities of
the Company convertible into or exercisable for Capital Stock (other than
Disqualified Stock) of the Company which has been so converted or
exercised, as the case may be, minus (C) $25 million in respect of the
redemption of the Company's Preferred Stock, Series B, in September 1994
plus (D) $5 million;

provided that, notwithstanding the foregoing, (I) the Company shall be
permitted to make Permitted Payments and (II) the Company and any Subsidiary
shall be permitted to make Investments in Permitted Joint Ventures if at the
time of such Investment and after giving effect thereto, on a pro forma basis,
(X) the Company could incur at least $1.00 of Indebtedness (other than
Permitted Indebtedness) pursuant to clause (a) of the "Limitations on
Indebtedness" covenant (assuming for purposes of such calculation, if such
Investment is made other than with borrowed funds or funds obtained from the
issuance of Capital Stock specifically for the purpose of such Investment,
that the Company incurred Indebtedness in an amount equal to such Investment
bearing interest at the weighted average rate of interest paid by the Company
on its outstanding Indebtedness during the four fiscal quarters most recently
ended), (Y) the aggregate amount of Investments made pursuant to this clause
(II), less the aggregate amount of dividends, other distributions of earnings
and returns of capital received by the Company from such Permitted Joint
Ventures in cash, does not exceed $50 million and (Z) no Default or Event of
Default shall have occurred and be continuing; and provided further that the
foregoing clause (b) shall not prevent the payment of any dividend within 60
days of its declaration if such dividend could have been made on the date of
its declaration without violation of the provisions of this covenant.

Limitations on Mergers, Consolidations and Sales of Assets. The Company
will not consolidate or merge with or into, or sell, lease, convey or
otherwise dispose of all or substantially all of its assets (as an entirety or
substantially an entirety in one transaction or a series of related
transactions) to any Person (other than a merger with or into a Wholly Owned
Subsidiary; provided that such Wholly Owned Subsidiary is not organized in a
foreign jurisdiction), unless: (a) the entity formed by or surviving any such
consolidation or merger (if other than the Company), or to which sale, lease,
conveyance or other disposition shall have been made (the "Surviving Entity"),
is a corporation organized and existing under the laws of the United States,
any state thereof or the District of Columbia; (b) the Surviving Entity
assumes by supplemental indenture all of the obligations of the Company on the
Notes and the Indenture; (c) immediately after the transaction, no Default or
Event of Default shall have occurred and be continuing; (d) immediately after
giving effect to such transaction, the Consolidated Net Worth of the Surviving
Entity would be at least equal to the Consolidated Net Worth of the Company
immediately prior to such transaction; and (e) immediately after giving effect
to such transaction on a pro forma basis, the Surviving Entity could incur at
least $1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to
clause (a) of the "Limitations on Indebtedness" covenant.

<PAGE>36

Limitations on Transactions with Affiliates. So long as any of the Notes
remain outstanding, neither the Company nor any of its Subsidiaries will
directly or indirectly enter into any transaction or series of related
transactions involving aggregate consideration in excess of $1 million in any
fiscal year with any Affiliate or holder of 5% or more of any class of Capital
Stock of the Company (including any Affiliates of such holders) except for any
transaction (including any loans or advances by or to any Affiliate) (i) the
terms of which are fair and reasonable to the Company or such Subsidiary, as
the case may be, and are at least as favorable as the terms which could be
obtained by the Company or such Subsidiary, as the case may be, in a
comparable transaction made on an arm's length basis with Persons who are not
such a holder, an Affiliate of such holder or Affiliate of the Company and
(ii) which has been approved by a majority of the Company's directors
(including a majority of the Company's independent directors, if any) in the
exercise of their fiduciary duties; provided that any such transaction shall
be conclusively deemed to be on terms which are fair and reasonable to the
Company or any of its Subsidiaries and on terms which are at least as
favorable as the terms which could be obtained on an arm's length basis with
Persons who are not such a holder, an Affiliate of such holder or Affiliate of
the Company if such transaction is approved by a majority of the Board of
Directors (including a majority of the Company's independent directors, if
any). This covenant does not apply to (a) any transaction between the Company
and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned
Subsidiaries, (b) any Restricted Payment not otherwise prohibited by the
"Limitations on Restricted Payments" covenant or (c) any transaction pursuant
to an agreement in existence on the date of the Indenture and included as an
exhibit to the Company's Exchange Act Reports.

Restrictions on Disposition of Assets of the Company. (a) Subject to the
provisions of Section 8.1 of the Indenture, entitled "Covenant Not to Merge,
Consolidate, Sell or Convey Property Except Under Certain Conditions," the
Company will not, and will not permit any of its Subsidiaries to, make any
Asset Disposition unless (i) the Company (or the Subsidiary, as the case may
be) receives consideration at the time of such sale or other disposition at
least equal to the fair market value thereof (as determined in good faith by
the Company's management if the consideration is less than $200,000 or, if the
consideration is greater than $200,000, as determined in good faith by the
Company's Board of Directors and evidenced by a resolution of such Board;
provided, that no resolution of the Board shall be required in connection with
the disposition of approximately 200 contiguous acres adjacent to the
Company's headquarters at 400 Three Springs Drive, Weirton, West Virginia,
(ii) not less than 75% of the consideration received by the Company (or the
Subsidiary, as the case may be) is in the form of cash or Cash Equivalents and
(iii) the Net Cash Proceeds of the Asset Disposition are within 270 days, at
the Company's election, (A) invested in the business or businesses of the
Company as of the Issue Date or any related business, or (B) to the extent not
so invested are applied (1) to make an Asset Disposition Offer to purchase the
Notes (on a pro rata basis if the amount available for such repurchase is less
than the outstanding principal amount of the Notes) or (2) to any other
Indebtedness which is pari passu with the Notes, at a purchase price of 100%
of the principal amount thereof plus accrued interest to the date of
repayment. Notwithstanding the foregoing, the Company and its Subsidiaries
will not be required to apply any Net Cash Proceeds in accordance with this
provision except to the extent that the aggregate gross proceeds from all
Asset Dispositions which are not applied in accordance with this provision
exceed $25 million.

Limitations on Liens. The Company will not, and will not permit any
Subsidiary to, issue, assume or guarantee any Indebtedness secured by a Lien
(other than a Permitted Lien) of or upon any Property of the Company or any
Subsidiary or any shares of stock or debt of any Subsidiary which owns
Property, whether such Property is owned at the date of the Indenture or
thereafter acquired, without making effective provision whereby the Notes
(together with, if the Company shall so determine, any other debt of the
Company ranking equally with the Notes and then existing or thereafter
created) shall be secured by such Lien equally and ratably with such
Indebtedness, so long as such Indebtedness shall be so secured; provided that
the foregoing prohibition shall not apply to (i) liens with respect to
accounts receivable or inventory securing

<PAGE>37

Permitted Working Capital Indebtedness or (ii) liens with respect to sale and
leaseback transactions regarding the No. 9 Tandem Mill or the Foster Wheeler
Steam Generating Facility.

Notwithstanding the foregoing, and subject to the provisions of the
"Limitations on Indebtedness" covenant, the Company or any Subsidiary may
issue, assume or guarantee Indebtedness secured by Liens without equally and
ratably securing the Notes, provided that, after giving effect thereto,
without duplication, the sum of (i) the aggregate amount of all outstanding
Indebtedness secured by Liens so issued, assumed or guaranteed (excluding
Indebtedness secured by Permitted Liens) plus (ii) the aggregate amount of
Attributable Debt incurred by the Company or any Subsidiary in respect of sale
and leaseback transactions plus (iii) the aggregate amount of Indebtedness
(including Acquired Indebtedness and Permitted Indebtedness) of all
Subsidiaries of the Company does not at such time exceed 10% of Consolidated
Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. The Company will not and
will not permit any Subsidiary to enter into any sale and leaseback
transaction with respect to any Property (whether now owned or hereafter
acquired) unless the net proceeds of the sale or transfer of the property to
be leased are at least equal to the fair market value (as determined by the
Board of Directors of the Company) of such Property and unless the Company or
such Subsidiary would be entitled under the "Limitations on Indebtedness" and
"Limitations on Liens" covenants, without equally and ratably securing the
Notes, to issue, assume or guarantee debt secured by a mortgage on such
Property in an amount at least equal to the Attributable Debt in respect of
such sale and leaseback transaction; provided, however, that the foregoing
prohibition does not apply to leases between the Company and a Subsidiary or
between Subsidiaries or to sales and leasebacks with respect to the
No. 9 Tandem Mill or the Foster Wheeler Steam Generating Facility; provided,
that the Company must be able to incur, in respect of such sale and leaseback
transactions, debt in an amount at least equal to the present value
(discounted at the rate of interest implicit in the terms of the lease) of the
obligation of the lessee for net rental payments during the remaining term of
the lease (including any period for which such lease has been extended or may,
at the option of the lessor, be extended) under the "Limitations on
Indebtedness" covenant.

Limitations on Dividend and Other Payment Restrictions
Affecting Subsidiaries. The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer
to exist or become effective any consensual encumbrance or restriction on the
ability of any Subsidiary of the Company to (a)(i) pay dividends or make any
other distributions on its Capital Stock, or any other interest or
participation in or measured by its profits, owned by the Company or a
Subsidiary of the Company, or (ii) pay any Indebtedness owed to the Company or
a Subsidiary of the Company, (b) make loans or advances to the Company or a
Subsidiary of the Company or (c) transfer any of its properties or assets to
the Company or a Subsidiary of the Company, except for Permitted Liens and
Liens permitted under the second paragraph of the "Limitations on Liens"
covenant and such other encumbrances or restrictions existing under or by
reason of (i) any restrictions, with respect to a Subsidiary that is not a
Subsidiary on the date of this Indenture, under any agreement in existence at
the time such Subsidiary becomes a Subsidiary (unless such agreement was
entered into in connection with, or in contemplation of, such entity becoming
a Subsidiary on or after the date of the Indenture), (ii) any restrictions
under any agreement evidencing any Acquired Indebtedness of a Subsidiary of
the Company incurred pursuant to the provisions described under the
"Limitations on Indebtedness" covenant; provided that such restrictions shall
not restrict or encumber any assets of the Company or its Subsidiaries other
than such Subsidiary, (iii) terms relating to the nonassignability of any
operating lease, (iv) any encumbrance or restriction existing under any
agreement that refinances or replaces the agreements containing restrictions
described in clauses (i)-(iii), provided that the terms and conditions of any
such restrictions are no less favorable to the holders of the Notes than
those under the agreement so refinanced or replaced, or (v) any encumbrance or
restriction due to applicable law.

<PAGE>38

Change of Control Option. In the event that there shall occur a Change
of Control, each Holder of Notes shall have the right, at such Holder's
option, to require the Company to purchase all or any part of such Holder's
Notes, on the date (the "Repurchase Date") that is 90 days after notice
of the Change of Control, at 101% of the principal amount thereof, plus
accrued interest to the Repurchase Date.

On or before the thirtieth day after the Change of Control, the Company
is obligated to mail, or cause to be mailed, to all Holders of record of such
Notes a notice regarding the Change of Control and the repurchase right.
Substantially simultaneously with mailing of the notice, the Company shall
cause a copy of such notice to be published in The Wall Street Journal or
another newspaper of general circulation in the Borough of Manhattan, the City
of New York. To exercise a repurchase right, the holder of such Notes must
deliver, at least two Business Days prior to the Repurchase Date, written
notice to the Company (or an agent designated by the Company for such purpose)
of the Holder's exercise of such right, together with the Notes with
respect to which the right is being exercised, duly endorsed for transfer.
Such written notice from the Holder shall be irrevocable unless the rescission
thereof is duly approved by the Continuing Directors (as defined herein).

The Company will comply with all applicable tender offer rules and
regulations, including Section 14(e) of the Exchange Act and the rules
thereunder, if the Company is required to give a notice of right of repurchase
as a result of a Change of Control.

The Company may not have adequate financial resources to purchase Notes
tendered to the Company following a Change of Control. The Company's failure
to repurchase a Holder's Notes, in the event of a Change of Control, for a
period of 60 days after the date on which the Company received written notice
specifying such failure, shall create an Event of Default. Such notice is a
"Notice of Default" under the Indenture and must demand that the Company remedy
its failure to repurchase. The "Notice of Default" must be given by
registered or certified mail, return receipt requested, to the Company by the
Trustee, or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding.

"Change of Control" means (i) any sale, lease or other transfer (in one
transaction or a series of transactions) of more than 75% of the assets of the
Company to any Person (other than a Wholly Owned Subsidiary of the Company);
(ii) a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2)
of the Exchange Act (other than the 1984 ESOP, the 1989 ESOP or any other
employee benefit plan of the Company) becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act) of Capital Stock of the Company
representing more than 50% of the voting power of such Capital Stock; (iii)
Continuing Directors cease to constitute at least a majority of the Board of
Directors of the Company; or (iv) the stockholders of the Company approve any
plan or proposal for the liquidation or dissolution of the Company.

"Continuing Director" means a director who either was a member of the
Board of Directors of the Company on the date of the Indenture or who became a
director of the Company subsequent to such date and whose election, or
nomination for election by the Company's stockholders, was duly approved by a
majority of the Continuing Directors then on the Board of Directors of the
Company.

Because the events described above could be expected to occur in
connection with certain forms of takeover attempts, these provisions could
deter hostile or friendly acquisitions of the Company where the person
attempting the acquisition views itself as unable to finance the purchase of
the principal amount of Notes which may be tendered to the Company upon
occurrence of a Change of Control.

The Company's 10-7/8% Notes, which rank pari passu with the Notes and of
which approximately $149.7 million was outstanding as of June 30, 1995,
contain substantially similar provisions relating to the definition of Change
of Control. Such notes, however, also require a Change of Control to be
accompanied by a downgrading of the Company's credit rating for the holder
repurchase option to be exercised. Nevertheless, the exercise of the
repurchase option by holders of the Notes, to the extent that it causes or
leads to a downgrading of the Company's credit rating under the 10-7/8% Notes,
could effectively trigger the repurchase option by the holders of those notes.
In either event, the ability of Holders to have their Notes repurchased
pursuant to the Change of Control provision effectively may be limited by the
Company's financial ability to make any required repurchases at such time.

<PAGE>39

Reports to Holders of the Notes. So long as the Company is subject to
the periodic reporting requirements of the Exchange Act, it will continue to
furnish the information required thereby to the Commission and to the Trustee.
The Indenture provides that even if the Company is entitled under the Exchange
Act not to furnish such information to the Commission, it will nonetheless
continue to furnish information under Section 13 of the Exchange Act to the
Trustee as if it were subject to such periodic reporting requirements so long
as at least 10% of the Notes remain outstanding.

See "--Modification and Waiver" for provisions relating to the
waiveability of the foregoing covenants.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms as well as any other capitalized terms used herein for which not
definition is provided.

"Acquired Indebtedness" means Indebtedness or Preferred Stock of any
Person existing at the time such Person became a Subsidiary of the Company (or
such Person is merged into the Company or one of the Company's Subsidiaries)
or assumed in connection with the acquisition of assets from any such Person
(other than assets acquired in the ordinary course of business), excluding
Indebtedness or Preferred Stock incurred in connection with, or in
contemplation of, such Person becoming a Subsidiary of the Company.

"Affiliate" means, when used with reference to a specified Person, any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Person specified. For the purposes of this
definition, "control," when used with respect to any Person, means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise.

"Asset Disposition" means, with respect to any Person, any sale,
transfer, conveyance, lease or other disposition (including, without
limitation, by way of merger, consolidation or sale and leaseback or sale of
shares of Capital Stock in any Subsidiary) by such Person or any of its
Subsidiaries to any Person (other than to such Person or a Wholly Owned
Subsidiary of such Person and other than in the ordinary course of business)
of any Property. For purposes of this definition, the term "Asset
Disposition" shall not include any sale, transfer, conveyance, lease or other
disposition of assets and properties of the Company that is governed by the
provision relating to "Limitations on Mergers, Consolidations and Sales of
Assets."

"Attributable Debt" means, with respect to any sale and leaseback
transaction, at the date of determination, the present value (discounted at
the rate of interest implicit in the terms of the lease) of the obligation of
the lessee for net rental payments during the remaining term of the lease
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended); provided, however, there shall not be
deemed to be any Attributable Debt in respect of any sale and leaseback
transaction if the Company or a Subsidiary would be entitled pursuant to the
provisions of clauses (a) through (f) under the definition of "Permitted
Liens" to issue, assume or guarantee debt secured by a mortgage upon the
property involved in such transaction without equally and ratably securing the
Notes. "Net rental payments" under any lease for any period means the
sum of such rental and other payments required to be paid in such period by
the lessee thereunder, not including, however, any amount required to be paid
by such lessee (whether or not designated as rent or additional rent) on
account of maintenance and repairs, insurance, taxes, assessments, water rates
or similar charges required to be paid by such lessee thereunder or any
amounts required to be paid by such lessee thereunder contingent upon the
amount of sales, maintenance and repairs, insurance, taxes, assessments, water
rates or similar charges.

<PAGE>40

"Cash Equivalents" means (i) obligations issued or unconditionally
guaranteed by the United States of America or any agency thereof or
obligations issued by any agency or instrumentality thereof and backed by the
full faith and credit of the United States of America, (ii) commercial paper
with a maturity of 180 days or less issued by a corporation organized under
the laws of any state of the United States of America or the District of
Columbia and rated at least A-2 by Standard and Poor's Corporation or at least
P-2 by Moody's Investors Service, Inc., (iii) time deposits with, and
certificates of deposits and banker's acceptances issued by, any bank having
capital surplus and undivided profits of not less than $100 million and
maturing not more than 180 days from the date of creation thereof, (iv)
repurchase agreements that are secured by a perfected security interest in an
obligation described in clause (i) and are with any bank described in clause
(iii), and (v) readily marketable direct obligations issued by any state of
the United States of America or any political subdivision thereof having one
of the two highest rating categories obtainable from either Moody's Investors
Service, Inc. or Standard and Poor's Corporation.

"Commodity Agreement" means any option or futures contract or similar
agreement or arrangement designed to protect the Company against fluctuations
in commodity prices.

"Consolidated EBITDA" means, for any period, on a consolidated basis for
the Company and its Subsidiaries, the sum for such period of (a) Consolidated
Net Income, (b) income taxes (other than income taxes positive or negative
attributable to extraordinary and non-recurring gains or losses on asset
sales) with respect to such period, determined in accordance with GAAP, (c)
net interest expense for such period, determined in accordance with GAAP, (d)
depreciation and amortization expenses (including, without duplication,
amortization of debt discount and debt issue costs), determined in accordance
with GAAP and (e) other non-cash items reducing Net Income, minus non-cash
items increasing Net Income, determined in accordance with GAAP.

"Consolidated Fixed Charges" means, for any period, the sum of (a) the
net interest expense of the Company and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP and (b) interest
incurred during the period and capitalized by the Company in accordance with
GAAP.

"Consolidated Net Income" of the Company for any period means (i) the Net
Income (or loss) of the Company and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP; provided that
there shall be excluded from this clause (i): (a) the Net Income of any Person
other than a Consolidated Subsidiary in which the Company or any of its
Consolidated Subsidiaries has a joint interest with a third party except to
the extent of the amount of dividends or distributions actually paid in cash
to the Company or a Consolidated Subsidiary during such period, (b) the Net
Income of any other Person accrued prior to the date it becomes a Subsidiary
with respect to which Consolidated Net Income is calculated, or is merged into
or consolidated with such Person or any of its Subsidiaries or that Person's
assets are acquired by such Person or any of its Subsidiaries, (c) the Net
Income (but only if positive) of any Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by that
Subsidiary to such Person or to any other Subsidiary of such Net Income is not
at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary, and (d) without duplication, any
gains or losses attributable to the sale, lease, conveyance or other
disposition of assets (including without limitation Capital Stock of any
Subsidiary of such Person), whether owned on the date of issuance of the
Notes or thereafter acquired, in one or more related transactions outside
the ordinary course of business, (e) any non-cash charge reducing Net Income
resulting from the adoption by the Company of Statement of Financial
Accounting Standards No. 106 of the Financial Accounting Standards Board and
(f) any non-cash charge reducing Net Income required by Statement of Financial
Accounting Standards No. 5 of the Financial Accounting Standards Board which
relates to increased pension or retirement costs resulting from the
implementation of the Company's Efficiency Program less (ii) the aggregate

<PAGE>41

amount of net cash payments made during the period by the Company or any
Subsidiary not reflected in Net Income during such period which relate to the
increased pension and retirement costs of the Company resulting from the
implementation of the Company's Efficiency Program.

"Consolidated Net Tangible Assets" means, as of any particular time, the
total assets of the Company and its Consolidated Subsidiaries, as shown on the
audited consolidated balance sheet contained in the latest annual report to
stockholders of the Company after deducting therefrom:

(a) all current liabilities excluding any thereof which are by
their terms extendible or renewable at the option of the obligor thereon
to a time more than 12 months after the time as of which the amount
thereof is being computed and excluding current maturities of long-term
indebtedness;

(b) deferred income taxes and deferred pension liabilities to the
extent the related intangible asset, if any, is not otherwise deducted in
calculating Consolidated Net Tangible Assets, deferred income taxes
resulting from the adoption by the Company of Statement 106 of the
Financial Accounting Standards Board and deferred income taxes resulting
from the implementation of the Company's Efficiency Program;

(c) all reserves, including, without limitation, reserves for
liabilities, fixed or contingent, depreciation, amortization,
obsolescence, depletion, insurance and inventory valuation (but excluding
contingency reserves not allocated for any particular purpose) carried by
such corporation or other person and not deducted in computing such total
assets;

(d) any prepaid expenses, deferred charges or unamortized debt
discount and expense;

(e) minority interests in Subsidiaries, if any;

(f) any write-up in the book value of any asset resulting from a
revaluation thereof subsequent to December 31, 1994 (other than a write-
up of any assets constituting part of the assets and business of another
corporation made in connection with the acquisition, direct or indirect,
of the assets and business of such other corporation);

(g) the amount, if any, at which any stock of the Company appears
upon the asset side of such balance sheet; and

(h) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangible assets, all as shown
in such consolidated balance sheet;

plus an amount equal to Attributable Debt in respect of any sale and leaseback
transactions not capitalized on such balance sheet.

"Consolidated Net Worth" means, with respect to any Person engaged in a
merger, consolidation or sale of assets, the consolidated stockholder's equity
of such Person and its Subsidiaries, as determined in accordance with GAAP but
excluding the effect of the adoption by such Person of Statement of Financial
Accounting Standards No. 106 of the Financial Accounting Standards Board and
excluding any restructuring charges taken by such Person in connection with
such merger, consolidation or sale of assets.

<PAGE>42

"Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company against fluctuations in currency values.

"Disqualified Stock" means any Capital Stock (i) that, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is
redeemable at the option of the holder thereof, in whole or in part, on or
prior to the final maturity date of the Notes or (ii) upon which the
Company or any of its Subsidiaries has a contractual obligation to compensate
the holder thereof for losses incurred upon the sale or other disposition
thereof; provided that any portion or series of such Capital Stock which by
its terms, or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund or otherwise, no earlier than the day
following the maturity date of the Notes shall not constitute
Disqualified Stock; and provided further, that any Capital Stock which would
not constitute Disqualified Stock but for provisions thereof giving holders
thereof the right to require the Company to repurchase or redeem such Capital
Stock upon the occurrence of a change in control occurring on or prior to the
maturity date of the Notes shall not constitute Disqualified Stock if (i)
the change in control provisions applicable to such Capital Stock are no more
favorable to the holders of such Capital Stock than the provisions of the
"Change of Control Option" and (ii) such Capital Stock specifically provides
that the Company will not repurchase or redeem any such stock pursuant to such
provisions prior to the Company's repurchase of such Notes as are
required to be repurchased pursuant to the provisions of the "Change of
Control Option."

"Efficiency Program" means the program announced by the Company in July
1992 involving manpower reductions to be achieved over a five year period.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, as in effect on the Issue Date.

"Indebtedness" means, without duplication, (i) any liability of any
entity (A) for borrowed money, or under any reimbursement obligation relating
to a letter of credit, (B) evidenced by a bond, note, debenture or similar
instrument (including a purchase money obligation) given in connection with
the acquisition of any businesses, properties or assets of any kind or with
services incurred in connection with capital expenditures, or (C) in respect
of capitalized lease obligations, (ii) any liability of others described in
the preceding clause (i) that the entity has guaranteed or that is otherwise
its legal liability, (iii) to the extent not otherwise included, obligations
under Currency Agreements, Commodity Agreements or Interest Protection
Agreements, (iv) all Disqualified Stock valued at the greatest amount payable
in respect thereof on a liquidation (whether voluntary or involuntary) plus
accrued and unpaid dividends, and (v) any amendment, supplement, modification,
deferral, renewal, extension or refunding of any liability of the types
referred to in clauses (i)-(iv) above, provided that Indebtedness shall not
include accounts payable (including, without limitation, accounts payable to
the Company by any Subsidiary or to any such Subsidiary by the Company or any
other Subsidiary, in each case, in accordance with customary industry
practice) or liabilities to trade creditors of any entity arising in the
ordinary course of business.

"Interest Protection Agreement" of any Person means any interest rate
swap agreement, interest rate collar agreement, option or future contract or
other similar agreement or arrangement designed to protect such Person or any
of its Subsidiaries against fluctuations in interest rates.

<PAGE>43

"Investments" of any Person means (i) all investments by such Person in
any other Person in the form of loans, advances or capital contributions, (ii)
all guarantees of Indebtedness or other obligations of any other Person by
such Person, (iii) all purchases (or other acquisitions for consideration) by
such Person of Indebtedness, Capital Stock or other securities of any other
Person and (iv) all other items that would be classified as investments
(including, without limitation, purchases of assets outside the ordinary
course of business) on a balance sheet of such Person prepared in accordance
with GAAP.

"Issue Date" means June 12, 1995, the date on which the Notes are
originally issued under the Indenture.

"Lien" means, with respect to any Property, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
Property. For purposes of this definition, the Company shall be deemed to own
subject to a Lien any Property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such Property.

"Net Cash Proceeds" from an Asset Disposition means cash payments
received (including any cash payments received by way of deferred payment of
principal pursuant to a note or instalment receivable or otherwise (including
any cash received upon sale or disposition of such note or receivable), but
only as and when received), excluding any other consideration received in the
form of assumption by the acquiring Person of Indebtedness or other
obligations relating to the Property disposed of in such Asset Disposition or
received in any other non-cash form unless and until such non-cash
consideration is converted into cash therefrom, in each case, net of all
legal, title and recording tax expenses, commissions and other fees and
expenses incurred, and all federal, state, provincial, foreign and local taxes
required to be accrued as a liability under GAAP as a consequence of such
Asset Disposition, and in each case net of a reasonable reserve for the after-
tax cost of any indemnification payments (fixed and contingent) attributable
to seller's indemnities to the purchaser undertaken by the Company or any of
its Subsidiaries in connection with such Asset Disposition (but excluding any
payments, which by the terms of the indemnities will not, under any
circumstances, be made during the term of the Securities), and net of all
payments made on any Indebtedness which is secured by such Property, in
accordance with the terms of any Lien upon or with respect to such Property or
which must by its terms or by applicable law be repaid out of the proceeds
from such Asset Disposition, and net of all distributions and other payment
made to minority interest holders in Subsidiaries or joint ventures as a
result of such Asset Disposition.

"Net Income" of any Person for any period means the consolidated net
income or loss, as the case may be, of such Person and its Subsidiaries for
such period determined in accordance with GAAP; provided that there shall be
excluded all extraordinary gains or losses net of respective tax effects
(less, without duplication, all fees and expenses relating thereto).

"Permitted Indebtedness" means (i) Indebtedness of the Company and its
Subsidiaries outstanding immediately following the issuance of the Senior
Notes and the application of the proceeds of the Senior Notes in the manner
set forth under "Use of Proceeds" in the Offering Memorandum relating to the
Senior Notes (as of the date of the consumation of the Exchange Offer, the
Company had $___ million of outstanding Indebtedness), including Indebtedness
of the Company's 1989 ESOP guaranteed by the Company even if acquired by the
Company; (ii) the Notes; (iii) Indebtedness in respect of obligations of
the Company to the Trustee under this Indenture; (iv) Permitted Working
Capital indebtedness; (v) intercompany debt obligations (including
intercompany notes) of the Company and each of its Subsidiaries; provided,
however, that the obligations of the Company to any of its Subsidiaries with
respect to such Indebtedness shall be subject to a subordination agreement
between the Company and its Subsidiaries providing for the subordination of
such obligations in right of payment from and after such time as all
Notes issued and outstanding shall become due and payable (whether at
stated

<PAGE>44

maturity, by acceleration or otherwise) to the payment and performance of the
Company's obligations under the Indenture and the Notes; provided
further, that any Indebtedness of the Company or any Subsidiary owed to any
other Subsidiary that ceases to be a Subsidiary shall be deemed to be incurred
and shall be treated as an incurrence for purposes of the covenant described
under "Limitations on Indebtedness," at the time the Subsidiary in question
ceased to be a Subsidiary; (vi) Indebtedness of the Company under any Currency
Agreements, Commodity Agreements or Interest Protection Agreements; (vii)
additional Indebtedness of the Company or its Subsidiaries the aggregate
principal amount of which does not exceed $100 million; and (viii) any
renewals, extensions, substitutions, refundings, refinancings or replacements
of any Indebtedness described in each of the foregoing clauses (i)-(vii)
(collectively, "Refinancing Indebtedness"); provided that (A) the original
issue amount of the Refinancing Indebtedness shall not exceed the maximum
principal amount (following the date of the Indenture and the application of
the net proceeds of the Notes in accordance with the manner described under
"Use of Proceeds" in the Indenture) and accrued interest of this Indebtedness
to be repaid (or if such Indebtedness was issued at an original issue
discount, the original issue price plus amortization of the original issue
discount at the time of the incurrence of the Refinancing Indebtedness less
the amount of any prepayments on or prior to the date of the Indenture and any
prepayments made applying the net proceeds of the Notes), plus the reasonable
fees and expenses directly incurred in connection with such Refinancing
Indebtedness, (B) Refinancing Indebtedness incurred by any Subsidiary shall
not be used to repay or refund outstanding Indebtedness of the Company or any
other Subsidiary, and (C) with respect to any Refinancing Indebtedness that
refinances Indebtedness ranking junior in right of payment to the Notes, (1)
the Refinancing Indebtedness does not require any principal payments prior to
the maturity of the Notes and has an average weighted life that is equal to or
greater than the average weighted life of the Notes and (2) the Refinancing
Indebtedness is subordinated to the Notes to the same or greater extent and on
substantially the same terms or terms more favorable to the holder of the
Notes.

"Permitted Joint Venture" means the interest of the Company in any
corporation, association or other business entity of which 50% or less, but
not less than 10%, of the total Voting Stock or other interest is at the time
owned or controlled, directly or indirectly, by the Company or one or more of
its Subsidiaries or a combination thereof, provided that such corporation,
association or entity is engaged in the business or businesses of the Company
or any related business.

"Permitted Liens" means (a) Liens on Property of, or any shares of stock
of or debt of, any corporation existing at the time such corporation becomes a
Subsidiary or at the time such corporation is merged into the Company or a
Subsidiary, (b) Liens in favor of the Company or any Subsidiary, (c) Liens in
favor of governmental bodies to secure progress or advance payments, (d) Liens
securing industrial revenue or pollution control bonds, (e) Liens upon the
accounts receivable and related intangibles and inventory of the Company or
any Subsidiary securing Permitted Working Capital Indebtedness of the Company
or such Subsidiary, (f) statutory Liens or landlords' and carriers',
warehousemen's, mechanics', suppliers', materialmen's, repairmen's or other
like Liens arising in the ordinary course of business and with respect to
amounts not yet delinquent or being contested in good faith by appropriate
proceedings, if a reserve or other appropriate provision, if any, as shall be
required in conformity with GAAP shall have been made therefor or (g) any
extensions, renewals or replacements of Liens referred to in clauses (a)
through (f) above.

"Permitted Payments" means, with respect to the Company or any of its
Subsidiaries, (i) any dividend on shares of Capital Stock payable solely in
shares of Capital Stock (other than Disqualified Stock) or in options,
warrants or other rights to purchase Capital Stock (other than Disqualified
Stock); (ii) any dividend or other distribution with respect to Capital Stock
payable to the Company by any of its Subsidiaries or by a Subsidiary to
another Subsidiary; and (iii) payments made by the Company in satisfaction of
any put obligation imposed on the Company by Section 409 of the Internal
Revenue Code of 1986, as amended, and any successor

<PAGE>45

provision, relating to shares of the Company's Preferred Stock, Series A,
authorized and issued on or before the Issue Date and held in the Company's
1989 ESOP.

"Person" means any individual, corporation, limited or general
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.

"Preferred Stock" of any Person means all Capital Stock of such Person
which has a preference in liquidation or a preference with respect to the
payment of dividends.

"Prohibited Investment" means, with respect to any Person, any Investment
by such Person in any Person that is not a Subsidiary of such Person, other
than (i) an Investment in Cash Equivalents, (ii) to the extent not included in
clause (i), (a) negotiable instruments held for collection, (b) outstanding
travel, moving or other similar advances to officers, employees and
consultants of such Person, (c) lease or utility deposits or other similar
deposits or (d) Capital Stock, debt obligations or similar securities received
in settlement of debts owed to such Person or its Subsidiaries as a result of
the foreclosure, perfection or enforcement of any Liens by such Person or any
of its Subsidiaries, but, in each case, only to the extent such Investments
are made in the ordinary course of business, and (iii) sales of goods on trade
credit terms consistent with the past practices of such Person or otherwise
consistent with trade credit terms in common use in the industry.

"Property" of any Person means all types of real, personal, tangible,
intangible or mixed property owned by such Person whether or not included in
the most recent consolidated balance sheet of such Person and its Subsidiaries
under GAAP.

"Restricted Payment" means any of the following: (i) the declaration or
payment of any dividend or any other distribution on Capital Stock of the
Company or any Subsidiary of the Company or any payment made to the direct or
indirect holders (in their capacities as such) of Capital Stock of the Company
or any Subsidiary of the Company (other than (x) dividends or distributions
payable solely in Capital Stock (other than Disqualified Stock) and (y) in the
case of Subsidiaries of the Company, dividends or distributions payable to the
Company or to a Subsidiary of the Company); (ii) the purchase, redemption or
other acquisition or retirement for value of any Capital Stock, or any option,
warrant, or other right to acquire shares of Capital Stock, of the Company or
any of its Subsidiaries; (iii) the making of any principal payment on, or the
purchase, defeasance, repurchase, redemption or other acquisition or
retirement for value, prior to any scheduled maturity, scheduled repayment or
scheduled sinking fund payment, of any Indebtedness which is subordinated in
right of payment to the Notes; (iv) the making of any Prohibited
Investment or guarantee of any Prohibited Investment in any Person and (v) the
making of any payment to a holder of Capital Stock of the Company to reimburse
such holder for losses incurred by such holder upon the disposition of such
Capital Stock by such holder.

"Subsidiary" means, with respect of any Person, any corporation or other
entity of which a majority of the Capital Stock or other ownership interests
having ordinary voting power to elect a majority of the Board of Directors or
other persons performing similar functions are at the time directly or
indirectly owned by such Person.

"Wholly Owned Subsidiary" means, at any time, a Subsidiary all of the
Capital Stock of which (except directors' qualifying shares) are at the time
owned directly or indirectly by the Company.

<PAGE>46
Events of Default and Notice Thereof

The term "Event of Default" when used in the Indenture means any one of
the following: (i) failure of the Company to pay interest for 30 days or
principal when due; (ii) failure of the Company to perform any other covenant
in the Indenture for 60 days after notice from the Trustee or the Holders of
25% in principal amount of the Notes outstanding; (iii) acceleration of the
maturity of other indebtedness of the Company in excess of $25 million which
acceleration is not rescinded or annulled, or which indebtedness is not
discharged, within 10 days after notice; and (iv) certain events of
bankruptcy, insolvency or reorganization of the Company.

The Indenture provides that the Trustee shall, within 90 days after the
occurrence of any Default (the term "Default" to include the events specified
above without grace or notice) known to it, give to the Holders of Notes
notice of such Default; provided that, except in the case of a Default in the
payment of principal of or interest on any of the Notes, the Trustee shall be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interest of the Holders of Notes. The
Indenture requires the Company to certify to the Trustee annually as to
whether any Default occurred during such year.

In case an Event of Default shall occur and be continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, by notice in writing to the Company (and to the Trustee if given
by the holders of Notes), may declare all unpaid principal and accrued
interest on the Notes then outstanding to be due and payable immediately.
Such acceleration may be annulled and past Defaults (except, unless
theretofore cured, a Default in payment of principal of or interest on the
Notes) may be waived by the Holders of a majority in principal amount of the
Notes then outstanding, upon the conditions provided in the Indenture.

The Indenture provides that no Holder of a Note may pursue any remedy
under the Indenture unless the Trustee shall have failed to act after notice
of an Event of Default and request by Holders of at least 25% in principal
amount of the Notes and the offer to the Trustee of indemnity satisfactory to
it; provided, however, that such provision does not affect the right to sue
for enforcement of any overdue payment on the Notes.

Modification and Waiver

Modification and amendment of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority in
principal amount of the outstanding Notes, provided that no such modification
or amendment may, without the consent of the Holder of each Note affected
thereby, (i) reduce the rate, or change the time or place for payment, of
interest on any Note, or reduce any amount payable on the redemption hereof,
(ii) reduce the principal, or change the fixed maturity or place of payment,
of any Note, (iii) change the currency of payment of principal of or interest
on any Note, (iv) reduce the principal amount of outstanding Notes necessary
to modify or amend the Indenture, (v) impair the right to institute suit for
the enforcement of any payment on or with respect to any Note or (vi) modify
any of the foregoing provisions or reduce the principal amount of outstanding
Notes necessary to waive any covenant or past Default. Holders of not less
than a majority in principal amount of the outstanding Notes may waive certain
past Defaults. See "Events of Default and Notice Thereof."

Satisfaction and Discharge of Indenture

The Indenture will be discharged upon payment in full of all the Notes
outstanding thereunder, or upon the deposit with the Trustee, in trust, of
cash and/or direct obligations of the United States of America backed by its
full faith and credit which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay principal of, and each installment of interest on, the
Notes, on the stated maturity of such payments in accordance with the terms of
the Indenture and the Notes. In the case of any such deposit, certain of the
Company's obligations under the Indenture, including the

<PAGE>47

obligation to pay the principal of and any interest on such Notes, shall
continue until the Notes are paid in full. The Company will be entitled to
make such deposit if the Company has delivered to the Trustee (i)(A) a ruling
directed to the Trustee from the Internal Revenue Service to the effect that
the holders of the Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and defeasance of the
Indenture and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit and defeasance had not occurred, or (B) an opinion of counsel (who may
be an employee of or counsel for the Company), reasonably satisfactory to the
Trustee, to the same effect as clause (i)(A) above accompanied by a ruling to
the same effect published by the Internal Revenue Service, and (ii) an opinion
of counsel (who may be an employee of or counsel for the Company), reasonably
satisfactory to the Trustee, to the effect that, after the passage of 90 days
following the deposit, the trust funds will not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally.

Concerning the Trustee

The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any
such claim as security or otherwise. The Trustee will be permitted to engage
in other transactions; provided, however, if it acquires any conflicting
interest (as defined in Section 310(b) of the Trust Indenture Act), it must
eliminate such conflict or resign.

The Holders of a majority in principal amount of all outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy or power available to the Trustee,
provided that such direction does not conflict with any rule of law or with
the Indenture.

In case an Event of Default shall occur (and shall not be cured or
waived), the Trustee will be required to exercise its powers with the degree
of care and skill of a prudent person in the conduct of his own affairs.
Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
of the Holders of Notes, unless they shall have offered to the Trustee
security and indemnity satisfactory to it.

Book-entry; Delivery and Form

The certificates representing the Exchange Notes will be issued in fully
registered form and may, if agreed by the Company and the Holder, be issued in
the form of a permanent global certificate in fully registered form (the
"Global Note") and will be deposited with the Trustee as custodian for The
Depository Trust Company ("DTC") and registered in the name of a nominee of
DTC.

Global Note. The Company expects that upon the issuance of the Global
Note, DTC or its custodian will credit, on its book-entry registration and
transfer system, the respective principal amount of Exchange Notes of the
individual beneficial interests represented by such Global Note to the
accounts of Persons who have accounts with such depositary. Such accounts
initially will be designated by or on behalf of the Initial Purchaser.
Ownership of beneficial interests in the Global Note will be limited to
Persons who have accounts with DTC ("participants") or Persons who hold
interests through participants. Ownership of beneficial interests in the
Global Note will be shown on, and the transfer of that ownership will be
effected only through, records maintained by DTC or its nominee (with respect
to interests of participants) and the records of participants (with respect to
interests of Persons other than participants).

<PAGE>48

So long as DTC, or its nominee, is the registered owner or holder of the
Global Note, DTC or such nominee, as the case may be, will be considered the
sole owner or holder of the Exchange Notes represented by such Global Note for
all purposes under the Indenture and the Exchange Notes. No beneficial owner
of an interest in the Global Note will be able to transfer that interest
except in accordance with DTC's applicable procedures, in addition to those
provided for under the Indenture.

Payments of the principal of, premium (if any) and interest on, the
Global Note will be made to DTC or its nominee, as the case may be, as the
registered owner thereof. Neither the Company, the Trustee nor any Paying
Agent will have any responsibility or liability for any aspect of the record
relating to or payments made on account of beneficial ownership interests in
the Global Note or for maintaining, supervising or reviewing any record
relating to such beneficial ownership interest.

The Company expects that DTC or its nominee, upon receipt of any payment
of principal, premium, if any, or interest in respect of the Global Note, will
credit participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Note as
shown on the records of DTC or its nominee. The Company also expects that
payments by participants to owners of beneficial interests in such Global Note
held through such participants will be governed by standing instructions and
customary practice, as is now the case with securities held for the accounts
of customers registered in the names of nominees for such customers. Such
payments will be the responsibility of such participants.

The Company expects that transfers between participants in DTC will be
effected in the ordinary way in accordance with DTC rules and will be settled
in clearinghouse funds. If a holder requires physical delivery of a
Certificated Note for any reason, including to sell Senior Notes to Persons in
states which require physical delivery of such Senior Notes or to pledge such
Senior Notes, such holder must transfer its interest in the Global Note in
accordance with the normal procedures of DTC and the procedures set forth in
the Indenture.

DTC has advised the Company that it will take any action permitted to be
taken by a holder of Exchange Notes (including the presentation of Exchange
Notes for exchange as described below) only at the direction of one or more
participants to whose account the DTC interests in the Global Note is credited
and only in respect of such portion of the aggregate principal amount of
Exchange Notes as to which such participant or participants has or have given
such direction. However, if there is an Event of Default under the Exchange
Notes or the Indenture, DTC will exchange the Global Note for Exchange Notes
in definitive form, which it will distribute to its participants.

To the Company's knowledge, DTC is a limited purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the Uniform
Commercial Code and a "Clearing Agency" registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC was created to hold securities for
its participants and facilitate the clearance and settlement of securities
transactions between participants through electronic book-entry changes in
accounts of its participants, thereby eliminating the need for physical
movement of certificates. Participants include securities brokers and dealers
(including the Initial Purchaser), banks, trust companies and clearing
corporations and certain other organizations. Indirect access to the DTC
system is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly ("indirect participants").

Although DTC customarily agrees to the foregoing procedures in order to
facilitate transfers of interests in global notes among participants of DTC,
it is under no obligation to perform such procedures, and such procedures may
be discontinued at any time. Neither the Company nor the Trustee will have
any responsibility

<PAGE>49

for the performance by DTC or its participants or indirect participants of
their respective obligations under the rules and procedures governing their
operations.

Certificated Securities. If DTC is at any time unwilling or unable to
continue as a depositary for the Global Note and a successor depositary is not
appointed by the Company within 90 days, Exchange Notes in definitive form
will be issued in exchange for the Global Note.

Governing Law

The Indenture and the Notes are governed by and construed in accordance
with the laws of the State of New York.

SENIOR NOTES REGISTRATION RIGHTS

The Company and Lazard entered into the Registration Rights Agreement
dated June 12, 1995 pursuant to which the Company agreed, for the benefit of
the holders of the Senior Notes, at the Company's cost, (i) within 45 days
after the Issue Date, file this Exchange Offer Registration Statement pursuant
to which the Senior Notes will be exchanged for the Exchange Notes, which will
have the same terms as the Senior Notes (except that the Exchange Notes will
not contain terms with respect to transfer restrictions), and (ii) cause this
Exchange Offer Registration Statement to be declared effective under the
Securities Act within 135 days after the Issue Date. Upon this Exchange Offer
Registration Statement being declared effective, the Company will offer the
Exchange Notes in exchange for surrender of the Senior Notes. The Company
agreed to keep the Exchange Offer open for 20 business days (or longer if
required by applicable law) after the date notice of the Exchange Offer is
mailed to the holders of the Senior Notes. For each Senior Note surrendered
to the Company pursuant to the Exchange Offer, the holder of such Senior Note
will receive an Exchange Note having a principal amount equal to that of the
surrendered Senior Note. Interest on each Exchange Note will accrue from (A)
the later of (i) the last interest payment date on which interest was paid on
the Senior Note surrendered in exchange therefor, or (ii) if the Senior Note
is surrendered for exchange on a date in a period which includes the record
date for an interest payment date to occur on or after the date of such
exchange and as to which interest will be paid, the date of such interest
payment date or (B) if no interest has been paid on the Senior Note, from the
date of original issuance. See "The Exchange Offer."

In the event that (i) the Company determines in reasonably good faith
that (x) any changes in the law or the applicable interpretations of the Staff
of the Commission do not permit the Company to effect the Exchange Offer, or
(y) that the Exchange Notes would not be tradeable upon receipt by the Holders
that participate in the Exchange Offer without restriction under state and
federal securities laws (other than due solely to the status of a Holder as an
Affiliate of the Company), (ii) the Exchange Offer is not consummated within
165 days of the Issue Date (iii) in certain circumstances, certain holders of
unregistered Exchange Notes so request within 135 days after the consummation
of the Exchange Offer or (iv) in the case of any holder of Senior Notes that
participates in the Exchange Offer, such holder of Senior Notes does not
receive Exchange Notes on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to
the status of such holder of Senior Notes as an affiliate of the Company) and
so notifies the Company within 60 days after such holder of Senior Notes first
becomes aware of such restriction and provides the Company with a reasonable
basis for its conclusion, in the case of each of clauses (i)-(iv) of this
sentence, then the Company will promptly deliver to the holders of Senior
Notes and the Trustee written notice thereof and, at its cost, (a) as promptly
as practicable, file the Shelf Registration Statement, (b) use all reasonable
efforts to cause the Shelf Registration Statement to be declared effective
under the Securities Act by the 165th day after the Issue Date and (c) use all
reasonable efforts to keep the Shelf Registration Statement effective until
three years after its effective date, or such shorter period ending when (i)
all Senior Notes covered by the Shelf Registration

<PAGE>50

Statement have been sold in the manner set forth and as contemplated therein
or (ii) a subsequent Shelf Registration Statement covering all unregistered
Senior Notes has been declared effective under the Securities Act. The
Company will, in the event of the filing of a Shelf Registration Statement,
provide to each holder of the Senior Notes copies of the prospectus which is a
part of the Shelf Registration Statement, notify each such holder when the
Shelf Registration Statement for the Senior Notes has become effective and
take certain other actions as are required to permit unrestricted resales of
the Senior Notes. A holder of Senior Notes that sells such Senior Notes
pursuant to the Shelf Registration Statement generally will be required to be
named as a selling securityholder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with such sales and will be
bound by the provisions of the Registration Rights Agreement which are
applicable to such a holder (including certain indemnification obligations).
In addition, each holder of the Senior Notes will be required to deliver
information to be used in connection with the Shelf Registration Statement and
to provide comments on the Shelf Registration Statement within the time
periods set forth in the Registration Rights Agreement in order to have its
Senior Notes included in the Shelf Registration Statement and to benefit from
the provisions regarding liquidated damages set forth in the following
paragraph.

In the event that either (i) the Exchange Offer Registration Statement is
not filed with the Commission on or prior to the 45th calendar day following
the Issue Date, (ii) the Exchange Offer Registration Statement is not declared
effective on or prior to the 135th calendar day following the Issue Date or
(iii) the Exchange Offer is not consummated or the Shelf Registration
Statement is not declared effective on or prior to the 165th calendar day
following the Issue Date or the Shelf Registration Statement ceases to be
effective (each such event referred to in clauses (i) through (iii), a
"Registration Default"), the Company will pay increased cash interest to each
holder of the Senior Notes during the period following the occurrence of such
Registration Default in an amount equal to 0.50% per annum until the
Registration Statement is filed, the Exchange Offer Registration Statement is
declared effective, the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective or again becomes effective, as
the case may be. All accrued cash interest shall be paid to record holders of
the Senior Notes by wire transfer of immediately available funds or by federal
funds check by the Company on each interest payment date. Upon (x) the filing
of the Exchange Offer Registration Statement in the case of clause (i) above,
(y) the effectiveness of the Exchange Offer Registration Statement in the case
of clause (ii) above or (z) the consummation of the Exchange Offer or the
effectiveness of a Shelf Registration Statement, as the case may be, in the
case of clause (iii) above, and provided that none of the conditions set forth
in clauses (i), (ii) and (iii) above continues to exist, such additional
interest shall cease to accrue on the Senior Notes from the date of such
filing, effectiveness or consummation.

The summary herein of certain provisions of the Registration Rights
Agreement does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all the provisions of the Registration Rights
Agreement, a copy of which has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part.

PLAN OF DISTRIBUTION

Based on interpretations by the Staff set forth in no-action letters
issued to third parties, the Company believes that Exchange Notes issued
pursuant to the Exchange Offer in exchange for the Senior Notes may be offered
for resale, resold and otherwise transferred by holders thereof (other than
any holder which is (i) an Affiliate of the Company, (ii) a broker-dealer who
acquired Senior Notes directly from the Company or (iii) a broker-dealer who
acquired Senior Notes as a result of market-making or other trading
activities) without compliance with the registration and prospectus delivery
provisions of the Securities Act provided that such Exchange Notes are
acquired in the ordinary course of such holders' business, and such holders
are not engaged in, and do not intend to engage in, and have no arrangement or
understanding with any person to participate in,

<PAGE>51

a distribution of such Exchange Notes; provided that broker-dealers
("Participating Broker-Dealers") receiving Exchange Notes in the Exchange
Offer will be subject to a prospectus delivery requirement with respect to
resales of such Exchange Notes. To date, the Staff has taken the position
that Participating Broker-Dealers may fulfill their prospectus delivery
requirements with respect to transactions involving an exchange of securities
such as the exchange pursuant to the Exchange Offer (other than a resale of an
unsold allotment from the sale of the Senior Notes to Lazard, the initial
purchaser, or a Participating Broker-Dealer who aquires Exchnage Notes
directly from the Company other than as a result of market-making activity or
ordinary trading activities) with the prospectus contained in the Exchange
Offer Registration Statement. Pursuant to the Registration Rights Agreement,
the Company has agreed to permit Participating Broker-Dealers and other
persons, if any, subject to similar prospectus delivery requirements to use
this Prospectus in connection with the resale of such Exchange Notes. The
Company has agreed that, for a period of 120 days after the Exchange Date, it
will make this Prospectus, and any amendment or supplement to this Prospectus,
available to any broker-dealer that requests such documents in the Letter of
Transmittal. However, Participating Broker-Dealers who acquired Notes
directly from the Company other than as a result of market-making
activities or ordinary trading activities may not fulfill their
Prospectus delivery requirements with this Prospectus, but must comply with
the registration and prospectus delivery requirements of the Securities Act.

Each holder of the Senior Notes who wishes to exchange its Senior Notes
for Exchange Notes in the Exchange Offer will be required to make certain
representations to the Company as set forth in "The Exchange Offer--Terms and
Conditions of the Letter of Transmittal." In addition, each holder who is a
broker-dealer and who receives Exchange Notes for its own account in exchange
for Senior Notes that were acquired by it as a result of market-making
activities or other trading activities, will be required to acknowledge that
it will deliver a prospectus in connection with any resale by it of such
Exchange Notes.

The Company will not receive any proceeds from any sale of Exchange Notes
by broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing options on the Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or at negotiated prices. Any
such resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealer and/or the purchasers of any such Exchange Notes.
Any broker-dealer that resells Exchange Notes that were received by it for its
own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of Exchange Notes and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that by acknowledging that
it will deliver 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 Company has agreed to pay all expenses incidental to the Exchange
Offer other than commissions and concessions of any brokers or dealers and
will indemnify holders of the Notes (including any broker-dealers) against
certain liabilities, including liabilities under the Securities Act, as set
forth in the Registration Rights Agreement.

LEGAL MATTERS

Certain legal matters with respect to the validity of the Exchange Notes
will be passed upon for the Company by Willkie Farr & Gallagher, New York, New
York.

EXPERTS

The consolidated financial statements incorporated in this Prospectus and
Registration Statement by reference to the Annual Report on Form 10-K of the
Company for the year ended December 31, 1994 has been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect

<PAGE>52

thereto, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.

<PAGE>53

WEIRTON STEEL CORPORATION

All tendered Senior Notes, executed Letters of Transmittal, and other
related documents should be directed to the Exchange Agent. Requests for
assistance and for additional copies of the Prospectus, the Letter of
Transmittal and other related documents should be directed to the Exchange
Agent.

The Exchange Agent
for the Exchange Offer is

BANKERS TRUST COMPANY

By Facsimile:
(212) 250-6275
(212) 250-3290

Confirm By Telephone:
(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

<PAGE>54

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>55

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>56

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>57

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 (bound separately).**

99.1 Form of Letter of Transmittal.**

99.2 Form of Notice of Guaranteed Delivery.**

99.3 Letter to Clients.**

99.4 Letter to Nominees.**

___________________________

* Previously filed
** To be filed by amendment.

(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>58

(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>59

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 September 18, 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 September 18, 1995
Herbert Elish and Chief Executive
Officer (Principal
Executive Officer)

/s/ Richard K. Riederer President and Chief Operating September 18, 1995
Richard K. Riederer Officer (Principal Financial Officer)

/s/ Earl E. Davis, Jr. Cheif Financial Officer (Principal September 18, 1995
Earl E. Davis, Jr. Accounting Officer)

* Director September 18, 1995
Michael Bozic

<PAGE>60

* Director September 18, 1995
James B. Bruhn

* Director September 18, 1995
Robert J. D'Anniballe, Jr.

* Director September 18, 1995
Mark G. Glyptis

* Director September 18, 1995
Phillip A. Karber

* Director September 18, 1995
Joseph J. Nowak

* Director September 18, 1995
Robert S. Reitman

* Director September 18, 1995
Richard F. Schubert

* Director September 18, 1995
Thomas R. Sturges

* Director September 18, 1995
David I. J. Wang

* Director September 18, 1995
Ronald C. Whitaker

*By: /s/ Richard K. Riederer
Richard K. Riederer
Attorney-in-Fact

</TABLE>

<PAGE>61

EXHIBIT INDEX
Exhibit
Number Description
------- -----------
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.*

4.5 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>62

Exhibit
Number Description
------- -----------