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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 (Final)
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Weirton Steel Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
948774104
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 14, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: /_/
Check the following box if a fee is being paid with this
statement:
/__/
Page 1 of 13 pages
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SCHEDULE 13D
CUSIP No. 948774104 Page 2 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P.
13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,220,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,220,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
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SCHEDULE 13D
CUSIP No. 948774104 Page 3 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P.
13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 132,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 132,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,500 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 948774104 Page 4 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM
5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 422,800 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 422,800 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
422,800 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 948774104 Page 5 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P.
13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,352,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,352,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,352,500 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 948774104 Page 6 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,775,300 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,775,300 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,775,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 948774104 Page 7 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,775,300 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,775,300 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,775,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
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Amendment No. 1 (Final Amendment) to Schedule 13D
This Statement amends the Schedule 13D, dated April 7,
1995 (the "Scheduled 13D"), filed by Dickstein & Co., L.P.,
Dickstein International Limited, Dickstein Focus Fund L.P.,
Dickstein Partners, L.P. Dickstein Partners Inc. and Mark
Dickstein with respect to the Common Stock, $.01 par value (the
"Common Stock"), of Weirton Steel Corporation (the "Company").
Notwithstanding this Amendment No. 1, the Schedule 13D speaks as
of its date. Capitalized terms used without definition have the
meanings ascribed to them in the Schedule 13D.
I. Item 3 of the Schedule 13D, Source and Amount of Funds and
Other Consideration is hereby amended by adding the following
paragraph:
"Since April 7, 1995 (the date the Reporting Persons
filed the Schedule 13D) and without giving effect to sales of
shares of Common Stock, the Reporting Persons in the aggregate
acquired an additional 137,200 shares of Common Stock in the open
market. Dickstein & Co. acquired 98,400 of such shares at a
total cost of $747,609; Dickstein Focus acquired 12,700 of such
shares at a total cost of $96,442; and Dickstein International
acquired 21,400 of such shares at a total cost of $169,834. Such
amounts were funded out of each entity's working capital, which
may include margin loans made by brokerage firms in the ordinary
course of business."
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II. Items 5(a), 5(c) and 5(e) of the Schedule 13D, Source and
Amount of Funds and Other Consideration, are hereby amended
by adding the following:
"(a) The Reporting Persons beneficially own an
aggregate of 1,775,300 shares of Common Stock, representing
approximately 4.2% of the shares of Common Stock. Dickstein &
Co., L.P. owns 1,220,000 of such shares, representing
approximately 2.9% of the shares outstanding, Dickstein Focus
owns 132,500 of such shares, representing approximately 0.3% of
such shares, and Dickstein International owns 422,800 of such
shares, representing approximately 1.0% of the shares
outstanding. The above-mentioned percentages are based upon an
aggregate of 42,018,485 shares of Common Stock outstanding as of
April 30, 1995, as reported in the Company's Quarterly Report for
the quarter ended March 31, 1995.
Mark Kaufman, a vice president of Dickstein Inc., is
the beneficial owner of 5,000 shares of Common Stock,
constituting less than 1% of the shares of Common Stock
outstanding. Mr. Kaufman has sole power to vote and dispose of
such shares.
Arthur Wrubel, a vice president of Dickstein Inc., is
the beneficial owner of 1,000 shares of Common Stock,
constituting less than 1% of the shares of Common Stock
outstanding. Mr. Wrubel has sole power to vote and dispose of
such shares.
(c) Except as set forth on Schedule II annexed hereto,
none of the persons identified in Item 2 has effected any
transactions in the Common Stock during the past 60 days.
(e) The Reporting Persons ceased to be the beneficial
owner of more than 5% of the Common Stock on July 14, 1995.
Accordingly, the Reporting Persons no longer have a reporting
obligation under Section 13(d) of the Exchange Act, and the
Reporting Persons intend not to further amend their report on
Schedule 13D to reflect changes n the facts set forth herein
which may occur after the date hereof."
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SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Date: July 18, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of Dickstein
Partners, L.P., the general
partner of Dickstein Focus
Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent
of Dickstein International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
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PAGE
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DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
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SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF WEIRTON STEEL CORPORATION
Shares Sold by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Sold share Commission Proceeds
7/11/95 25,000 7.5000 1,525.00 185,975.00
7/14/95 125,000 6.4940 7,525.00 804,225.00
7/14/95 130,000 6.0678 7,825.00 780,989.00
7/14/95 20,000 5.7500 1,225.00 113,775.00
7/17/95 60,000 6.0625 3,625.00 360,125.10
7/17/95 70,000 6.0955 4,225.00 422,460.00
Shares Sold by Dickstein International, Ltd.
Number of
Shares Price per Total
Date Sold share Commission Proceeds
7/10/95 20,000 7.7500 1,225.00 153,775.00
7/11/95 25,000 7.5000 1,525.00 185,975.00
7/14/95 45,300 6.4940 2,743.00 291,435.20
7/14/95 52,000 6.0678 3,145.00 312,380.60
7/14/95 15,200 5.7500 937.00 86,463.00
7/17/95 40,000 6.0625 2,425.00 240,075.00
7/17/95 70,000 6.0955 4,225.00 422,460.00
Shares Sold by Dickstein Focus Fund L.P
Number of
Shares Price per Total
Date Sold share Commission Proceeds
7/14/95 4,000 6.4940 265.00 25,711.00
7/14/95 18,000 6.0678 1,105.00 108,115.40
7/14/95 10,000 5.7500 625.00 56,875.00
7/17/95 42,000 6.0955 2,545.00 253,466.00
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PAGE
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TRANSACTIONS IN COMMON
STOCK OF WEIRTON STEEL CORPORATION
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Bought share Commission Cost
6/5/95 22,500 7.1250 1,375.00 161,687.50
6/7/95 25,900 7.2420 1,579.00 189,146.80
Shares Purchased by Dickstein Focus Fund L.P
Number of
Shares Price per Total
Date Bought share Commission Cost
6/5/95 2,500 7.1250 175.00 17,987.50
6/7/95 4,000 7.2420 265.00 29,233.40
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