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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 1996
WEIRTON STEEL CORPORATION
(Exact name of registrant as specified in charter)
Delaware 1-10244 06-1075442
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
400 Three Springs Drive, Weirton, West Virginia 26062-4989
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (304) 797-2000
Not Applicable
(Former name or former address, if changed from last report)
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Item 5. Other Events
The press releases of Weirton Steel Corporation (the "Company") dated
June 28, 1996, July 3, 1996 and July 3, 1996, which are filed as Exhibit 1,
Exhibit 2 and Exhibit 3, respectively, to this Report on Form 8-K, are hereby
incorporated herein by reference in their entirety. The press releases relate to
the closing on July 3, 1996 of the sale by the Company of $125 million aggregate
principal amount of 11 3/8% Senior Notes due 2004 (the "11 3/8% Notes"), which
were priced at a discount of 98.088% to par to yield 11 3/4%. The Company used a
portion of the proceeds from the sale of the 11 3/8% Notes to repurchase
$34,997,000 aggregate principal amount of its 11 1/2% Senior Notes due 1998 and
$65,012,000 aggregate principal amount of 10 7/8% Senior Notes due 1999,
pursuant to a previously announced tender offer which expired at 5:00 p.m., New
York City time, on June 27, 1996.
Item 7. Financial Statements and Exhibits
(a) Exhibits:
1 Press Release of Weirton Steel Corporation, dated June
28, 1996.
2 Press Release of Weirton Steel Corporation, dated July
3, 1996.
3 Press Release of Weirton Steel Corporation, dated July
3, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
WEIRTON STEEL CORPORATION
/s/ Mark E. Kaplan
Mark E. Kaplan
Controller
July 3, 1996
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EXHIBIT INDEX
Exhibit Page
1 Press Release of Weirton Steel Corporation, dated June 28, 1996 5
2 Press Release of Weirton Steel Corporation, dated July 3, 1996 6
3 Press Release of Weirton Steel Corporation, dated July 3, 1996 7
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CONTACT: Richard W. Garan
(304) 797-2728
FOR IMMEDIATE RELEASE
WEIRTON ANNOUNCES EXPIRATION OF TENDER OFFER FOR
10 7/8% SENIOR NOTES DUE OCTOBER 15, 1999 AND
11 1/2% SENIOR NOTES DUE MARCH 1, 1998
WEIRTON, WEST VIRGINIA --June 28, 1996 -- Weirton Steel
Corporation (NYSE:WS) announced today that its previously announced offer to
purchase for cash up to $65,000,000 aggregate principal amount of its
outstanding 10 7/8% Senior Notes due October 15, 1999 and up to $35,000,000
aggregate principal amount of its outstanding 11 1/2% Senior Notes due March 1,
1998, expired at 5:00 p.m., New York City time, on June 27, 1996.
Based on a preliminary count, approximately $95,056,000
principal amount of 10 7/8% Senior Notes were tendered, including $3,089,000
under guaranteed delivery arrangements, and approximately $57,063,000 principal
amount of 11 1/2% Senior Notes were tendered, including $10,000 under guaranteed
delivery arrangements, yielding preliminary proration factors of 68.38% and
61.34% for the 10 7/8% Senior Notes and 11 1/2% Senior Notes, respectively. The
final proration factors will be determined after the precise amount of notes
validly tendered is calculated, and are not expected to be announced before July
3, 1996.
Weirton also announced that it has entered into a definitive
purchase agreement for the sale of $125,000,000 aggregate principal amount of 11
3/8% Senior Notes due 2004 and that the tendered notes would be purchased with
the proceeds from such offering. Weirton will use the remaining net proceeds
from the 11 3/8% Senior Note offering to pay the expenses of the tender offer
and for general corporate purposes.
The 11 3/8% Senior Notes are not registered under the
Securities Act of 1933, and may not be offered or sold in the United States
absent an applicable exemption from the registration requirements of the
Securities Act or registration thereunder.
Weirton Steel Corporation operates an integrated flat rolled
steel producing plant in Weirton, WV.
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CONTACT: Richard W. Garan
(304) 797-2728
FOR IMMEDIATE RELEASE
WEIRTON ANNOUNCES CLOSING OF SALE OF 11 3/8% SENIOR
NOTES DUE JULY 1, 2004 AND PURCHASE OF TENDERED
10 7/8% SENIOR NOTES DUE OCTOBER 15, 1999 AND
11 1/2% SENIOR NOTES DUE MARCH 1, 1998
WEIRTON, WEST VIRGINIA --July 3, 1996 -- Weirton Steel
Corporation (NYSE:WS) announced today the closing of the sale of $125 million
aggregate principal amount of 11 3/8% Senior Notes due 2004. The net proceeds to
Weirton from the sale of the 11 3/8% Senior Notes were approximately $118.7
million, after giving effect to original issue discount and deducting expenses
payable by the Company in connection with the offering. Weirton used
approximately $106.0 million of proceeds to purchase $65,012,000 aggregate
principal amount of its outstanding 10 7/8% Senior Notes due October 15, 1999
and $34,997,000 aggregate principal amount of its outstanding 11 1/2% Senior
Notes due March 1, 1998, which were tendered in a tender offer that expired on
June 27, 1996, and to pay related fees and expenses. Weirton also announced
final proration factors of 70.5073% for the 10 7/8% Senior Notes and 61.3357%
for the 11 1/2% Senior Notes, based on valid tenders of $92,189,000 aggregate
principal amount of 10 7/8% Senior Notes and $57,063,000 aggregate principal
amount of 11 1/2% Senior Notes pursuant to the tender offer.
Weirton will use the remaining net proceeds from the 11 3/8%
Senior Note offering for general corporate purposes.
The 11 3/8% Senior Notes are not registered under the
Securities Act of 1933, and may not be offered or sold in the United States
absent an applicable exemption from the registration requirements of the
Securities Act or registration thereunder.
Weirton Steel Corporation operates an integrated flat rolled
steel producing plant in Weirton, WV.
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INVESTOR CONTACT: Richard W. Garan
(304) 797-2728
MEDIA CONTACT: John F. McMahon
(304) 797-2828
FOR IMMEDIATE RELEASE
DEBT OFFERING
WEIRTON, WV -- July 3, 1996 -- Weirton Steel Corporation
(NYSE:WS) has completed the sale of $125 million of 11 3/8% Senior Notes due
2004 (the "Notes") in a private placement under Rule 144A. Proceeds from the
issue will be used to repurchase portions of Weirton Steel's outstanding 11 1/2%
Senior Notes due in 1998 and 10 7/8% Senior Notes due in 1999.
The Notes have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold in the
United States absent registration under the Securities Act or an applicable
exemption from the registration requirements under the Securities Act.
Weirton Steel Corporation operates an integrated flat-rolled
steel producing plant in Weirton, WV.
