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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): May 29, 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)
Page 1 of 6 Pages
Exhibit Index Appears on Page 4
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ITEM 5. OTHER EVENTS
On May 29, 1996, Weirton Steel Corporation (the "Company") announced that
it is commencing a tender 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. The Company also announced a program to reduce
its salaried employee workforce by approximately 200 individuals. The Company
expects to record a charge of approximately $17 million in the second quarter of
1996 related to the workforce reduction. The foregoing is qualified in its
entirety by reference to the Company's May 29, 1996 press release, which is
filed as Exhibit 1 to this Report on Form 8-K and incorporated herein by
reference.
The Company is continuing its negotiations with the United States
Environmental Protection Agency regarding alleged violations of environmental
laws and regulations, as well as compliance issues related to air, water and
waste disposal. Although at this time it is not possible to determine the
eventual outcome of these negotiations, the Company will likely be required to
pay fines and penalties, commit to environmental related capital expenditure
projects, and incur higher operating costs related to its environmental
compliance programs. The Company may also be required to conduct remediation
activities at certain waste disposal sites. At this time, it is not possible to
determine if any remediation activities would be subject to indemnification by
National Steel Corporation. The negotiating period related to these matters
extends to September 15, 1996. The Company believes that the items identified
above will not have a material adverse effect on the Company's financial
position, however the eventual resolution of such matters may have a significant
effect on the results of operations of future interim or annual periods.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
1 Press Release of Weirton Steel Corporation, dated May 29, 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
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Mark E. Kaplan
Controller
May 29, 1996
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EXHIBIT INDEX
Exhibit Page
- ------- ----
1 Press Release of Weirton Steel Corporation, dated May 29, 1996 5
-4-
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EXHIBIT 1
FOR IMMEDIATE RELEASE CONTACT: Richard W. Garan
- --------------------- (304) 797-2728
WEIRTON ANNOUNCES TENDER OFFER FOR 10 7/8% SENIOR
NOTES DUE OCTOBER 15, 1999 AND 11 1/2% SENIOR NOTES
DUE MARCH 1, 1998 AND RESTRUCTURING CHARGE
WEIRTON, WEST VIRGINIA -- May 29, 1996 -- Weirton Steel Corporation
(NYSE:WS) announced today that it is commencing a tender 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.
The consideration for each 10 7/8% Note tendered pursuant to the
tender offer shall be the greater of (i) 104.50% of the aggregate principal
amount, or (ii) the price (calculated as more fully described in Schedule I of
the Offer to Purchase) resulting from a yield to the 10 7/8% maturity date equal
to the sum of (a) the yield on the 7.125% United States Treasury Note due
September 30, 1999, as calculated in accordance with standard market practice,
based on the bid price for such Treasury Note as of 2:00 p.m., New York City
time, on June 11, 1996, the tenth business day immediately preceding the
initially scheduled expiration date of the tender offer, as displayed on the
Bloomberg Government Pricing Monitor on "Page PX5", plus (b) 230 basis points
(such price being rounded to the nearest cent per $1,000 principal amount of 10
7/8% Notes), plus, in either case (i) or (ii), accrued and unpaid interest up
to, but not including, the Payment Date (as defined in the Offer to Purchase).
The consideration for each 11 1/2% Note tendered pursuant to the
tender offer shall be the greater of (i) 103.50% of the aggregate principal
amount, or (ii) the price (calculated as more fully described in Schedule I to
the Offer to Purchase) resulting from a yield to the 11 1/2% maturity date equal
to the sum of (a) the yield on the 5.125% United States Treasury Note due
February 28, 1998, as calculated in accordance with standard market practice,
based on the bid price for such Treasury Note as of 2:00 p.m., New York City
time, on June 11, 1996, as displayed on the Bloomberg Government Pricing Monitor
on "Page PX4", plus (b) 200 basis points (such price being rounded to the
nearest cent per $1,000 principal amount of 11 1/2% Notes), plus, in either case
(i) or (ii), accrued and unpaid interest up to, but not including, the Payment
Date.
The Offer is conditioned upon, among other things, the availability to
the Company of funds from a private placement of new senior notes sufficient to
pay the aggregate
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consideration and all related costs and expenses of the Offer on terms and
conditions satisfactory to the Company (as more specifically described in the
Offer to Purchase), and other customary conditions. The Offer will expire at
12:00 p.m. noon, New York City time, on June 26, 1996, unless extended.
Lehman Brothers Inc. and Salomon Brothers Inc are acting as dealer
managers in connection with the tender offer and will provide certain financial
advisory services to the Company in connection therewith. The information agent
for the tender offer is Georgeson & Company Inc. Holders may obtain information
relating to the tender offer by contacting Lehman Brothers Inc. or Salomon
Brothers Inc at (800) 438-3242 or (212) 783-3957 (collect), respectively, or the
information agent at (800) 223-2064.
The Company also announced today a one time restructuring charge
associated with a reduction in the size of its salaried workforce and that it
expects to incur an extraordinary charge of approximately $6 million, on an
after-tax basis, associated with the purchase of the Notes pursuant to the
tender offer. The Company stated that it expects that the workforce
restructuring charge will be incurred in the second quarter of this year in the
approximate amount of $17 million. The Company expects that cash costs of
approximately $7.5 million in respect of the work-force restructuring charge
will be paid over the next 12 months with the remainder extending beyond that
period.
Weirton Steel President and C.E.O., Richard K. Riederer, said that
even though the Company has successfully improved its cost structure and
achieved increased production and shipment levels, the competitive pressures of
the industry necessitate reducing approximately 20% of its supervisory and
managerial workforce which currently numbers approximately 1,000. "The decrease
in the size of the workforce is a difficult step to take, but it is necessary to
improve the Company's cost position. Addressing employment costs is part of an
ongoing broad-based effort, for which we are studying all aspects of our
operation in an attempt to control and reduce costs and achieve greater
efficiencies. This restructuring charge, coupled with any extraordinary charges
associated with the purchase of long-term debt pursuant to the tender offer, as
well as the costs associated with our previously announced Blast Furnace outage,
will negatively effect our performance this year. The Company will likely lose
money for the year, but the program of reducing costs and achieving efficiencies
and the purchase of a portion of the long-term debt pursuant to the tender offer
should better position the Company for the future." While the Company currently
has no specific plan to further reduce its workforce, the Company is currently
evaluating further workforce reductions and, to the extent the Company pursues
such further workforce reductions, the Company may incur additional significant
restructuring charges.
Weirton Steel Corporation operates an integrated flat rolled steel
producing plant in Weirton, WV.
