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COMMON STOCK WEIRTON STEEL CORPORATION CONVERTIBLE VOTING
1984 and 1989 Employee Stock PREFERRED STOCK
Ownership Plans
CONFIDENTIAL PARTICIPANT INSTRUCTION FORM
for
Annual Meeting of Stockholders, May 25, 1995
To United National Bank, as Trustee:
The undersigned participant in the WEIRTON STEEL CORPORATION 1984 and/or
1989 Employee Stock Ownership Plans (the "ESOPs") hereby instructs you to vote,
in person or by proxy, all shares of Common Stock, par value $.01 per share, and
Convertible Voting Preferred Stock, Series A, par value $.10 per share, if any,
allocated to the undersigned's accounts which you are entitled to vote at the
Annual Meeting of Stockholders to be held on May 25, 1995, at the Jefferson
County Civic Arena, 3151 Johnson Road, Steubenville, Ohio, and at any and all
adjournments or postponements thereof.
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I. DIRECTORS: Class I: Michael Bozic, Richard R. Burt (Approved for election
as a Director by the Board of Directors on April 1, 1996), Richard K. Riederer,
and Thomas R. Sturges; Class II: Joseph J. Nowak, Robert S. Reitman, Richard F.
Schubert, David I.J. Wang and Ronald C. Whitaker.
[ ] FOR all persons listed above [ ] WITHHOLD AUTHORITY
(except as specified) to vote for all persons
Instruction: To withhold authority to vote for any person, write the name of
such person on the line above.
II. 1994 EMPLOYEE STOCK PURCHASE PLAN
To approve the 1994 Employee Stock Purchase Plan.
[ ] FOR [ ] AGAINST
III. AUDITORS
Ratification of the appointment of Arthur Andersen LLP as the Company's
independent accountants for the fiscal year ending December 31, 1995.
[ ] FOR [ ] AGAINST
IV. OTHER MATTERS
Considering and acting upon any other matters which may properly come before
the meeting or any adjournment thereof.
If this card is properly executed and dated, shares will
be voted as instructed shares in accordance with
the above directions. If no direction is specified,
all shares covered by this form will be considered
uninstructed shares to be voted in the same FOR and
AGAINST proportion as are directed by all other ESOP
Participants.
Signature Date
Signature Date
Sign exactly as name(s) appear hereon. Important:
When signing as attorney, executor, administrator, trustee,
guardian, or corporate officer, please give your full title
as such. For joint accounts, all co-owners must sign.
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PROXY WEIRTON STEEL CORPORATION COMMON STOCK
Annual Meeting of Stockholders, May 25, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of WEIRTON STEEL CORPORATION hereby appoints
Herbert Elish, Richard K. Riederer and William R. Kiefer, and each or any one of
them, as the true and lawful attorneys, agents and proxies of the undersigned
with full power of substitution and resubstitution for and in the name of the
undersigned, to vote as set forth below all shares of Common Stock, par value,
$.01 per share, of WEIRTON STEEL CORPORATION which the undersigned may be
entitled to vote at the Annual Meeting of
Stockholders to be held on May 25, 1995
at the Jefferson County Civic Arena, 3151 Johnson Road, Steubenville, Ohio, and
at any and all adjournments or postponements thereof, with all powers which the
undersigned would possess if personally present.
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I. DIRECTORS: Class I: Michael Bozic, Richard R. Burt (Approved for election
as a Director by the Board of Directors on April 1, 1996), Richard K. Riederer,
and Thomas R. Sturges; Class II: Joseph J. Nowak, Robert S. Reitman, Richard F.
Schubert, David I.J. Wang and Ronald C. Whitaker.
[ ] FOR all persons listed above [ ] WITHHOLD AUTHORITY
(except as specified) to vote for all persons
Instruction: To withhold authority to vote for any person, write the name of
such person on the line above.
II. 1994 EMPLOYEE STOCK PURCHASE PLAN
To approve the 1994 Employee Stock Purchase Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
III. AUDITORS
Ratification of the appointment of Arthur Andersen LLP as the Company's
independent accountants for the fiscal year ending December 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IV. OTHER MATTERS
Considering and acting upon any other matters which may properly come before
the meeting or any adjournment thereof.
If this card is properly
executed and dated, shares will be
voted in the manner directed herein by the
undersigned.
If no direction is specified, all
shares covered by this proxy will be voted FOR Proposal I, Proposal II,
Proposal III, and Proposal IV.
Sign exactly as name(s) appear hereon. Important:
When signing as attorney, executor, administrator, trustee,
guardian, or corporate officer, please give your full title
as such. For joint accounts, all co-owners must sign.
Signature: X
X
Date
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY IN THE ENVELOPE PROVIDED.
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PROXY WEIRTON STEEL CORPORATION PREFERRED STOCK
Annual Meeting of Stockholders, May 25, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of WEIRTON STEEL CORPORATION hereby appoints
Herbert Elish, Richard K. Riederer and William R. Kiefer, and each or any one of
them, as the true and lawful attorneys, agents and proxies of the undersigned
with full power of substitution and resubstitution for and in the name of the
undersigned, to vote as set forth below
all shares of Preferred Stock, par value,
$.10 per share, of WEIRTON STEEL CORPORATION which the undersigned may be
entitled to vote at the Annual Meeting
of Stockholders to be held on May 25, 1995
at the Jefferson County Civic Arena, 3151 Johnson Road, Steubenville, Ohio, and
at any and all adjournments or postponements thereof, with all powers which the
undersigned would possess if personally present.
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I. DIRECTORS: Class I: Michael Bozic, Richard R. Burt (Approved for election
as a Director by the Board of Directors on April 1, 1996), Richard K. Riederer,
and Thomas R. Sturges; Class II: Joseph J. Nowak, Robert S. Reitman, Richard F.
Schubert, David I.J. Wang and Ronald C. Whitaker.
[ ] FOR all persons listed above [ ] WITHHOLD AUTHORITY
(except as specified) to vote for all persons
Instruction: To withhold authority to vote for any person, write the name of
such person on the line above.
II. 1994 EMPLOYEE STOCK PURCHASE PLAN
To approve the 1994 Employee Stock Purchase Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
III. AUDITORS
Ratification of the appointment of Arthur Andersen LLP as the Company's
independent accountants for the fiscal year ending December 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IV. OTHER MATTERS
Considering and acting upon
any other matters which may properly come before
the meeting or any adjournment thereof.
If this card is properly executed
and dated, shares will be voted in the manner directed herein by the
undersigned.
If no direction is specified, all
shares covered by this proxy will be voted FOR Proposal I, Proposal II,
Proposal III, and Proposal IV.
Sign exactly as name(s) appear hereon. Important:
When signing as attorney, executor, administrator, trustee,
guardian, or corporate officer, please give your full title
as such. For joint accounts, all co-owners must sign.
Signature: X
X
Date
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY IN THE ENVELOPE PROVIDED.
WEIRTON STEEL CORPORATION
1984 AND 1989 EMPLOYEE STOCK OWNERSHIP PLANS
DISCLOSURE SUPPLEMENT
This Disclosure Supplement (the "Supplement") is being
furnished to participants in the 1984 Employee Stock Ownership Plan
(the "1984 ESOP") and 1989 Employee Stock Ownership Plan (the "1989
ESOP", collectively the "ESOPs") sponsored by Weirton Steel
Corporation (the "Company"). This Supplement accompanies the
Company's Notice of Annual Meeting of Stockholders and Proxy
Statement dated April 25, 1995 (the "Company Proxy Materials") for
an Annual Meeting of Stockholders scheduled to be held on May 25,
1995 (the "Annual Meeting"). Participants in the ESOPs are urged
to read this Supplement together with the Company Proxy Materials
prior to completing and returning the Confidential Participant
Instruction Form ("Instruction Form") which is enclosed.
PURPOSE OF SUPPLEMENT
This Supplement describes the method to be used by
participants in the ESOPs in completing their Instruction Forms,
and the tabulation of the Instruction Forms submitted by ESOP
participants. As disclosed in the Company Proxy Materials, the
stockholders of the Company are voting on the election of Directors
including the ESOP Director and an Independent Director to be
elected by the Board for a term commencing April 1, 1996, the
approval of the 1994 Employee Stock Purchase Plan and the
ratification of the appointment of the Company's independent
accountants. ESOP participants may vote on these issues but may
only do so by completing the Instruction Form. In past years
questions have been asked by participants in the ESOPs concerning
the completion of the Instruction Form, and the tabulation of
votes. This Supplement is intended to address the most frequently
asked questions.
OUTSTANDING VOTING STOCK
Only holders of record of the Company's Common stock, par
value $ .01 per share (the "Common Stock") and Convertible Voting
Preferred Stock, Series A, par value $ .10 per share (the
"Convertible Preferred Stock") at the close of business on April 5,
1995 are entitled to vote on matters to be presented at the Annual
Meeting. On April 5, 1995, 42,008,075 shares of Common Stock and
1,756,718 shares of Convertible Preferred Stock were outstanding
and entitled to vote. Each share of Convertible Preferred Stock is
entitled to ten votes and each share of Common Stock is entitled to
one vote.
All Common Stock and all Convertible Preferred Stock held in
the ESOPs will be voted by the holder of record, the ESOP Trustee,
as directed by participants and in accordance with the terms of the
applicable ESOP. As of April 5, 1995 there were 11,892,238 shares
of Common Stock and 1,748,504 shares of Convertible Preferred Stock
entitled to be voted by the ESOP Trustee. The ESOP Trustee will
vote all of these shares representing 29,377,278 votes at the
Annual Meeting.
ESOP VOTING PROCEDURES
Participants in the ESOPs are also receiving Company Proxy
Materials distributed to public stockholders and will find enclosed
an Instruction Form for use in instructing the ESOP Trustee how to
vote their shares.
The enclosed Instruction Form provides the means for
participants in the ESOPs to vote on the same issues to be
presented to stockholders of record at the Annual Meeting. The
shares represented by the Instruction Forms will be voted by the
ESOP Trustee in the manner specifically indicated by ESOP
participants. Instruction Forms returned with no specific voting
instructions, without signature or undated, will result in the
related shares being voted by the ESOP Trustee as uninstructed
shares. The Instruction Form may be changed or revoked only by a
later dated and properly signed Instruction Form received by the
ESOP Trustee prior to completion of the ESOP Trustee's tabulation
of votes to be cast at the Annual Meeting. Since the ESOP Trustee
is the only holder of record of voting stock owned by the ESOPs,
only it can cast a ballot at the Annual Meeting on behalf of ESOP
participants. A participant may vote in person only to the extent
the participant has withdrawn shares from the ESOPs and become a
public stockholder of record or beneficial owner (such as through
a brokerage account) as of April 5, 1995.
All Common Stock held in the 1984 ESOP has been allocated.
Common Stock in the 1984 ESOP for which no voting instructions are
received and Convertible Preferred Stock in the 1989 ESOP which has
not yet been allocated to the accounts of participants or for which
no voting instructions are received also will be voted by the ESOP
Trustee, as uninstructed shares in accordance with the terms of the
applicable ESOP.
ESOP VOTE TABULATION
The ESOP Trustee has retained the firm of Ellen Philip and
Associates to tabulate the Instruction Forms. The Instruction
Forms are confidential and no person not associated with Ellen
Philip and Associates, or the ESOP Trustee, has access to any
participant's Instruction Form or information as to how a
participant instructed the ESOP Trustee to vote.
METHOD OF CALCULATING ESOP VOTES
On each issue the Instruction Forms voting "FOR" and "AGAINST"
are tabulated. Once this is accomplished percentages of shares
instructed "FOR" and "AGAINST" are determined and this percentage
is applied to all shares voted by the ESOP Trustee. Instruction
Forms which are not returned, or which are returned without an
indication as to "FOR" or "AGAINST" are treated as "uninstructed"
shares.
For example, a participant who has 1,000 shares of Common
Stock (one vote per share) and 100 shares of Convertible Preferred
Stock (ten votes per share) can instruct the ESOP Trustee as to
voting shares with a total of 2,000 votes. If the participant does
not return the Instruction Form, or returns it signed and dated but
without instructions, the ESOP Trustee will vote that participant's
shares on the basis of instructions received from all other
participants. For example, if all other participants (tabulated
separately in each ESOP), who voted on an issue voted 60% FOR and
40% AGAINST, the ESOP Trustee would vote 1,200 votes FOR and 800
votes AGAINST the issue, in the case of this hypothetical
participant.
This Supplement has been prepared jointly by the Company and
the ESOP Administrative Committee under the ESOPs.
Weirton STEEL CORPORATION
AND
ESOP ADMINISTRATIVE COMMITTEE
Weirton, West Virginia
April 25, 1995
