SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X] Filed by a party other than the
Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy stateme
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11c or Rule 14a-12
[ ] Confidential, For use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
WEIRTON STEEL CORPORATION
- ----------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1)
and 0-11.
(1) Title of each class of securities to which transactions
applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement No.:
(3) Filing party:
(4) Date filed:
April 17, 1998
A MESSAGE TO THE STOCKHOLDERS OF WEIRTON STEEL CORPORATION
I'm pleased to invite you to the Annual Meeting of
Stockholders of Weirton Steel Corporation to be held on Tuesday,
May 26, 1998 at 6:00 p.m. at the Serbian-American Cultural Center,
1000 Colliers Way, Weirton, West Virginia. I hope you will be able
to attend.
Whether or not you plan to be there, and regardless of
the number of shares you own, it is important that your shares be
represented at the Annual Meeting. Thus, I urge you to complete,
sign, date and return your proxy or ESOP Participant Voting
Instruction Form.
Again, the directors and officers of the Company look
forward to seeing you at the Annual Meeting.
Very truly yours,
/s/Richard R. Burt
Richard R. Burt
Chairman of the Board
of Directors
WEIRTON STEEL CORPORATION
400 THREE SPRINGS DRIVE
WEIRTON, WV 26062
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 26, 1998
Dear Stockholder:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of
Stockholders of Weirton Steel Corporation, a Delaware corporation
(the "Company"), will be held at the Serbian-American Cultural
Center, 1000 Colliers Way, Weirton, West Virginia, on Tuesday, May
26, 1998, at 6:00 P.M., Eastern Daylight Time, for the following
purposes:
1. To elect five directors for a three-year term and until
their successors have been elected and qualified;
2. To ratify the appointment of Arthur Andersen LLP as the
Company's independent public accountants for the
fiscal year ending December 31, 1998; and
3. To consider and act upon any other matters which properly
may come before the meeting or any adjournment
thereof.
In accordance with the provisions of the By-Laws, the Board of
Directors has fixed the close of business on March 30, 1998, as the
date for the determination of the holders of record of stock
entitled to notice of, and to vote at, the Annual Meeting. A
complete list of such stockholders will be open for examination by
any stockholder for any purpose germane to the meeting for a period
of at least 10 days prior to the meeting. The list will be
available at the Company's office, 400 Three Springs Drive,
Weirton, West Virginia, during ordinary business hours.
Your attention is directed to the accompanying Proxy
Statement.
Stockholders who do not expect to attend the meeting in person
are requested to sign, date and mail the enclosed Proxy as promptly
as possible in the enclosed stamped envelope.
By Order of the Board of Directors,
WILLIAM R. KIEFER,
Secretary
Weirton, West Virginia
April 17, 1998
WEIRTON STEEL CORPORATION
400 THREE SPRINGS DRIVE
WEIRTON, WV 26062
______________
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Weirton Steel
Corporation, a Delaware corporation (the "Company"), of proxies for
use at the 1998 Annual Meeting of Stockholders (the "Annual
Meeting") to be held on May 26, 1998, and any adjournments thereof.
This Proxy Statement and the accompanying form of proxy are being
mailed on or after April 20, 1998 to stockholders of record as of
March 30, 1998.
If the enclosed proxy is executed, dated and returned, it
nevertheless may be revoked at any time before it has been voted by
(i) a later dated, properly executed proxy, or (ii) a vote in
person at the Annual Meeting. If not revoked and no contrary
instructions are specified, all shares covered by a properly
signed, dated and returned proxy will be voted by the persons named
in the proxy:
FOR the election of five directors; and
FOR the ratification of independent public accountants;
all as specified in this Proxy Statement. In addition, the proxy
will be voted in the discretion of the proxy holders with respect
to such other business as may properly come before the meeting.
A copy of the Company's Annual Report to Stockholders for the
year ended December 31, 1997 has been mailed to stockholders prior
to or with the mailing of this Proxy Statement.
All expenses of the solicitation of proxies for the Annual
Meeting, including the cost of mailing, will be borne by the
Company.
Directors, officers and regular employees of the Company may
solicit proxies from stockholders. The Company reimburses
brokerage firms, fiduciaries, custodians and other nominees holding
stock in their name or custody, for their expenses in forwarding
proxy materials to beneficial owners and seeking instructions
regarding proxies.
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 March
30, 1998 (the "Record Date") are entitled to vote on matters to be
presented at the Annual Meeting. On the Record Date, 42,925,093
shares of Common Stock and 1,743,981 shares of Convertible
Preferred Stock were outstanding and entitled to vote. The holders
of the Convertible Preferred Stock and the holders of the Common
Stock will vote as a single class at the Annual Meeting. Each
share of Convertible Preferred Stock is entitled to ten votes and
each share of Common Stock is entitled to one vote.
Common Stock allocated to the accounts of participants in the
Company's 1984 Employee Stock Ownership Plan (the "1984 ESOP") and
Convertible Preferred Stock allocated to the accounts of
participants in the Company's 1989 Employee Stock Ownership Plan
(the "1989 ESOP") will be voted by the holder of record, United
National Bank, as trustee, as directed by participants and in
accordance with the terms of the applicable ESOP.
QUORUM REQUIREMENTS
In order to transact business at the Annual Meeting, there
must be present, in person or by proxy, at least a majority of the
total votes of the outstanding shares of Common Stock and
Convertible Preferred Stock, without regard to any shares of stock
whose voting power is restricted under Article Eleventh of the
Company's Restated Certificate of Incorporation (the "Charter"),
which deals with certain significant holders. At this time, the
Board of Directors is not aware of any holder who would be
considered restricted under the Charter. If a quorum is not
present, the Annual Meeting may be adjourned from time to time
until a quorum is obtained.
ELECTION OF DIRECTORS
The Charter provides for a Board of Directors consisting of
14 persons. It requires that seven directors ("Independent
Directors") be persons who are not current or former employees of
the Company, or advisors or consultants to the Company or to the
Independent Steelworkers Union (the "ISU"), or have been affiliated
with such an advisor or consultant or have engaged in substantial
financial transactions with the Company, for a period of two years
prior to election as an Independent Director. The Charter provides
that one director ("ESOP Director"), who must have the
qualifications of an Independent Director, is to be nominated by an
ESOP Nominating Committee, which is elected by the 1984 ESOP and
1989 ESOP participants. The Charter provides that three directors
("Management Directors") must consist of the Chief Executive
Officer and two Company employees designated by the Chief Executive
Officer. The Charter provides that three directors ("Union
Directors") must consist of the President of the primary collective
bargaining agent for the represented employees of the Company
(currently the ISU) and two persons designated by the primary
collective bargaining agent.
The Charter also provides for the Board of Directors to be
divided into three classes, designated as Class I, Class II and
Class III. Each class serves a three-year term, and the term of
one class expires at each year's annual meeting of stockholders.
The terms of the Class I, Class II and Class III Directors expire
at the annual meetings of stockholders in 2000, 1998, and 1999,
respectively. The five Class II Directors, who will serve for a
term of three years, will be elected at this Annual Meeting.
The Board of Directors intends to present for action at the
Annual Meeting the election of the following Class II directors, to
serve for a term of three years, and until their successors are
elected and qualified: D. Leonard Wise, ESOP Director; and Ralph E.
Reins, Robert S. Reitman, Richard F. Schubert and Ronald C.
Whitaker, Independent Directors.
Unless authority to vote for any one or more of the Class II
director nominees is withheld as indicated on the enclosed proxy,
the shares represented by the enclosed proxy will be voted FOR such
persons.
The nominees receiving a plurality vote among the total votes
properly cast at the Annual Meeting, in person or by proxy, and who
are qualified under the Charter will be elected as directors.
The following table sets forth the name, age (as of March 16,
1998), period of service and principal occupation for at least the
last five years of each nominee for director of the Company and of
the remaining directors who are not standing for election at the
Annual Meeting.
Name Principal Occupation Director Since
Class II Directors: Nominees to Serve in Office until 2001
D. Leonard Wise New Nominee
Age 63 (4) President and Chief Executive Officer of
Carolina Steel Corporation from October 1994 to
March 1997; from 1988-1991, Director and from
1990-1991 as the Vice Chairman and subsequently
as Chairman and CEO of a corporation known as
WHX Corporation; served as President and a
director of Slater Industries, Inc., an international
specialty steel and metals producing company listed on the Toronto Stock
Exchange 1986-1990.Director, Universal Stainless & Alloy Corporation.
Ralph E. Reins New Nominee
Age 57 (3) President and Chief Executive Officer of A P
Parts International from 1995 to January 1998;
President of Allied Signal Automotive Sector
from 1991-1994; President of United Technologies
Automotive from 1990-1991; served as Chairman, President and Chief
Executive Officer of Mack Truck, Inc. 1989-1990; President and CEO of
ITT Automotive Corporation
and Executive Vice President of ITT Corporation
1985-1989. Director, Rofin/Sinar Technologies,
Inc.
Robert S. Reitman 1995
Age 64 (3) Chairman Emeritus since February 1998 and
Director of The Tranzonic Companies, a
manufacturer of paper and plastic products
principally for industrial/institutional use. Prior
to February 1998, served as Chairman, Chief Executive Officer and Director
of the Tranzonic Companies.
Richard F. Schubert 1983
Age 61 (3) Chairman of the Drucker Foundation, NY, NY and
International Youth Foundation, Washington, DC
since 1990. Former President, The Points of Light Foundation
1990-1995; prior to that time served as President of the American Red
Cross and Bethlehem Steel Corporation; Chairman of BioRelease, Inc., a
biotechnology firm; Director of National Alliance of Business and Management
Training Corporation.
Ronald C. Whitaker 1995
Age 50 (3) President, Chief Executive Officer and Director
Johnson Worldwide Associates, a sporting goods
manufacturer since October 1996; former
President and Chief Executive Officer of EWI,
Inc. from 1995 to October 1996; former
Chairman, President and Chief Executive Officer
of Colt's Manufacturing Company from 1992 to
1995; President of Wheelabrator Corporation
from 1988 to 1992.
Class III Directors: To Continue in Office until 1999
Earl E. Davis 1997
Age 49 (1) Executive Vice President-Commercial of the
Company since October 1997; Vice President-
Finance and Chief Financial Officer from July
1995 to September 1997; Controller from May
1994 to July 1995; Assistant Controller from
August 1991 to May 1994; employee of the
Company since 1970.
Craig T. Costello 1996
Age 50 (1) Executive Vice President & Chief Operating
Officer of the Company since 1995; Vice President-
Operations October 1993 to 1995; General Manager-Operations 1989 to 1993;
employee of the Company since 1966.
Robert J. D'Anniballe, Jr. 1990
Age 41 (2) Partner in Alpert, D'Anniballe & Visnic,
attorneys, General Counsel to the ISU.
Mark G. Glyptis 1991
Age 46 (2) President of the ISU since August 1991;
employee of the Company since 1973.
Phillip A. Karber 1992
Age 51 (2) Chairman of the Board of JFK
International Air Terminal, New York, New York
since January 1997; Corporate Vice President of BDM
International, Inc., 1989 to 1996; Director of Embryon Capital, a privately
held venture capital investment firm specializing in Internet communications
located in Bethesda, Maryland; Director, German American Business
Association; Director, Washington,D.C. Metropolitan Area Y.M.C.A.
Class I Directors: To continue in office until 2000
Richard K. Riederer 1993
Age 54 (1) President and Chief Executive Officer of the
Company since November 1995; President and Chief
Operating Officer since January 1995; Executive Vice President-Finance and
Chief Financial Officer of the Company from September
1994 to January 1995; Vice President and Chief
Financial Officer of the Company from
January 1989 to September 1994; employee of the
Company since 1989; Director of Firstar
Funds, WesBanco, and Carnegie Mellon University.
Michael Bozic 1994
Age 57 (3) Chairman, Chief Executive Officer and Director
of Levitz Furniture Corporation since 1995;
former President and Chief Executive Officer and Director of
Hills Stores Company 1991 through 1995; Director of EagleMark Financial
Services, Inc., Dean Witter InterCapital, Inc. and United Negro College Fund.
Richard R. Burt 1996
Age 51 (3) Chairman of the Board of the Company since
April 1996; Chairman of IEP Advisors, Inc.,
a strategic and financial advisory services
firm since June 1993; from April 1991 to June
1993, Partner, McKinsey & Company, management
consultants; United States Ambassador to the Federal Republic
of Germany from 1985 to 1989.
Director, Archer Daniels Midland Company, Hollinger International Inc.,
Homestake Mining Company, and Video Lottery Technologies, Inc.
Thomas R. Sturges 1986
Age 53 (3) Executive Vice President of The Harding
Group Inc., an investment firm, since February
1990.
_______________________
>
(1) Management Director
(2) Union Director
(3) Independent Director
(4) ESOP Director
From 1990 until 1997, James B. Bruhn, Executive Vice President of
the Company, served as a Management Director. Mr. Davis was
elected to the Board of Directors to fill the remainder of Mr.
Bruhn's term. Joseph J. Nowak has served as the ESOP Director
since 1995 and will be retiring at the Annual Meeting. Mr. Wise
has been nominated to serve as the ESOP Director. David I.J. Wang
has served as an Independent Director since 1992 and will be
retiring at the Annual Meeting. Mr. Reins has been nominated to
serve as an Independent Director. Levitz Furniture Corporation, of
which Mr. Bozic is Chairman, Chief Executive Officer and a
director, filed a petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in September 1997.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit
Committee, has appointed the firm of Arthur Andersen LLP,
independent public accountants, as auditors of the Company for the
fiscal year ending December 31, 1998, subject to ratification by
the stockholders. Such firm has audited the Company's accounts
since 1984. The Company is informed that no member of Arthur
Andersen LLP has any direct or any material indirect financial
interest in the Company. It is expected that representatives of
Arthur Andersen LLP will be present at the Annual Meeting where
they will have an opportunity to address the meeting, if they so
desire, and to respond to appropriate questions.
The affirmative majority of the total votes cast at the Annual
Meeting will be sufficient to ratify the appointment of the
independent public accountants.
If the appointment of Arthur Andersen LLP is not ratified by
the stockholders, the Audit Committee will reconsider its
recommendation.
OTHER BUSINESS
The Board of Directors is not aware of any matters to come
before the Annual Meeting other than those stated in this Proxy
Statement.
THE BOARD OF DIRECTORS: COMMITTEES, MEETINGS AND COMPENSATION
Audit Committee
The Board's Audit Committee is currently composed of Messrs.
Sturges (Chairman), Burt, D'Anniballe, Wang and Whitaker. The
Audit Committee reviews, at least annually, the services performed
and to be performed by the Company's independent public accountants
and the fees charged for their services, and, in connection
therewith, considers the effect of those fees on the independence
of such accountants. The Audit Committee also discusses with the
Company's independent public accountants and management the
Company's accounting policies and reporting practices, including
the impact of alternative accounting policies. The Audit Committee
also reviews with the Company's internal audit department the scope
and results of internal auditing procedures and the adequacy of
accounting and financial systems and internal controls. The Audit
Committee may authorize the Company's independent accountants to
perform special investigations or supplemental reviews as deemed
desirable. The Audit Committee held three meetings during 1997.
Management Development and Compensation Committee
The Board's Management Development and Compensation Committee
is currently composed of Messrs. Bozic (Chairman), Nowak, Reitman,
Schubert and Whitaker. A report of the Management Development and
Compensation Committee concerning its policies and their
application is set forth in this Proxy Statement under "Report of
the Management Development and Compensation Committee on Executive
Compensation". The Management Development and Compensation
Committee held three meetings in 1997.
Nominating Committee
The Nominating Committee is currently composed of Messrs.
Reitman (Chairman), Glyptis, Nowak, Riederer and Whitaker. The
Company's By-Laws provide for a Nominating Committee of the Board
of Directors which identifies and recommends to the Board of
Directors candidates to be nominated as Independent Directors. The
Nominating Committee held two meetings in 1997.
Corporate Responsibility Committee
The Corporate Responsibility Committee is currently composed
of Messrs. Schubert (Chairman), Davis, Burt, D'Anniballe, Glyptis,
Karber, Nowak and Sturges. The Corporate Responsibility Committee
advises management of the Company concerning matters of public and
internal policy with regard to such matters as governmental and
regulatory affairs, safety and health of employees, charitable
contributions and ethics, and recommends, for action by the full
Board, policies concerning such matters where appropriate. The
Corporate Responsibility Committee held one meeting in 1997.
Finance and Strategic Planning Committee
The Finance and Strategic Planning Committee is currently
composed of Messrs. Wang (Chairman), Bozic, Davis, Burt, Costello,
Glyptis, Karber, Nowak and Reitman. The Committee reviews and
confers with management on the following subject matters in the
finance function: (i) the Company's projected financial condition
and financial plans; (ii) the Company's financial policies,
including dividend recommendations; (iii) the management and
performance of the Company's employee benefit funds; and (iv) the
Company's policies and practices on financial risk management.
In the strategic planning area, the Committee assists
management in the development of a viable strategic plan including
the following: (i) projections of the market and competitive
environment; (ii) assessment of the Company's core strengths and
weaknesses; (iii) identification of key opportunities and threats;
and (iv) articulation of the Company's long-range direction,
including action plans addressing both the core business and growth
opportunities. The Finance and Strategic Planning Committee held
three meetings in 1997.
Meetings and Attendance
The Board of Directors held six regular meetings and one
special meeting in 1997. All directors who served during 1997
attended at least 75% of the aggregate of the meetings of the Board
of Directors and Board committees occurring while they served in
1997.
Directors' Compensation
Directors who are not officers or employees of the Company
receive an annual retainer of $15,000, payable monthly, and a
meeting fee of $800 for each meeting of the Board of Directors
attended, together with a meeting fee of $700 for each meeting of
a committee of the Board of Directors attended. The Chairman of
the Board of Directors serves as a non-executive Chairman, devoting
substantial time to this position and receives an annual retainer
of $120,000, payable quarterly, but does not receive additional
fees for attendance at meetings of the Board or its Committees.
Directors who are officers or other employees of the Company do not
receive a retainer or meeting fees. All directors who are not
officers or other employees of the Company are eligible to
participate in the Deferred Compensation Plan for Directors. The
Plan permits participants to defer part or all of their directors'
fees for a specified year. Amounts representing deferred fees are
used to purchase shares of the Company's Common Stock at 90% of the
market price of the Common Stock on the first or last trading day
of the year, whichever is lower. The shares are held in trust
until distributed to the respective participants in accordance with
their election.
REPORT OF THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Management Development and Compensation Committee of the
Board of Directors (the "Compensation Committee") is responsible
for determining the Company's compensation policies for executives,
and for providing adequate development of future executives. This
report sets forth the policies, factors and criteria used by the
Compensation Committee in establishing executive compensation
plans, programs and structures. It also relates the approach taken
by the Compensation Committee in those matters to specific plans
and programs developed and in use at the Company.
Compensation of All Executives.
In order to maximize corporate performance, the Compensation
Committee recognizes that the Company must be able to attract,
motivate and retain persons of outstanding talent and ability who
will make substantial contributions to the growth and success of
the Company and its businesses. The Compensation Committee
endeavors to reach this goal by providing competitive programs of
salary and other compensation for the Company's executives. The
Compensation Committee seeks to provide executive compensation
packages that recognize individual contributions, as well as a
wider range of corporate results.
In order to establish broad guidelines for the Company's
compensation structure, the Compensation Committee sets policies
for and reviews in general the compensation of the Company's
officers and other members of senior management covered by
performance incentive plans. As part of this process, it
establishes the remuneration of the Company's chief executive
officer and, together with the chief executive officer, reviews in
detail the compensation of the other Named Executive Officers whose
compensation is detailed in this Proxy Statement, and others.
These reviews are designed to address the needs of the senior
management team and also to ensure a consistent application of the
compensation programs across a broader range of the Company's
executives.
The Compensation Committee regularly reviews the total
compensation package for the Company's executives. The total
compensation package traditionally has consisted of two basic
elements--annual compensation and long-term compensation, primarily
of the incentive variety. In its more than 14 years of operation
(almost nine years of which have been as a public company), the
Company has had a strong identity of equity ownership by its
employees. As a result, the emphasis for long-term compensation
has been, and in the Committee's judgment should remain, focused on
incentive programs with values related to Company stock. Stock
ownership of significance on the part of executives aligns their
interests with the Company's public and employee stockholders. In
recent years, however, there has also been a growing interest and
importance of retirement and savings programs as elements of long-term
compensation. As a result, the Compensation Committee must
strive to develop and implement compensation policies and programs
with the proper balance among the various elements.
In establishing compensation packages for executives, the
Compensation Committee looks first to the competitive marketplace
for executive talent, with specific comparative reference to
executives in similar positions in the domestic steel industry.
The Compensation Committee specifically considers the peer group
against which the Company is compared under "Common Stock
Performance" in the Proxy Statement, and similarly sized or
situated manufacturing companies generally. The Compensation
Committee retains the services of management compensation
consultants to supply information regarding corporate compensation
levels and considers recommendations of those consultants in
establishing compensation policies and structuring compensation
plans. The Compensation Committee seeks to place executive base
salaries initially in the lower to middle range on the comparative
scale of base salaries of executives in comparable positions, with
the Company's performance awards and other compensation elements
directed more to the upper middle range. As a general matter, for
the overall executive compensation package, the Compensation
Committee intends to provide a level of compensation that, compared
to other similarly situated companies, is in the middle range,
depending upon performance.
Annual Compensation.
The base salaries of executives are determined in accordance
with a comparative approach to executive salaries as set forth in
the preceding paragraph.
For a number of years in the past, additional performance
compensation, or bonus, for executives depended on participation in
the Company-wide Profit Sharing Plan ("Profit Sharing Plan")
together with, in some cases, individually structured awards
varying from year-to-year. The Profit Sharing Plan generally
provides that one third of the Company's adjusted net income is
payable to its employees as profit sharing. For 1995, however, the
Company created a Performance Incentive Plan ("PIP") to measure and
reward the performance of approximately 44 management participants,
including the Named Executive Officers and other executives,
measured against preestablished financial and individual goals set
on an annual basis. Incentive payments were paid in cash in the
second quarter of 1996 for 1995 performances and are reflected in
the Summary Compensation Table set forth under "Executive
Compensation." Participants in the PIP did not participate in the
Profit Sharing Plan for 1995. Due mainly to the focus of the PIP
on short-term financial goals and the judgment of the Compensation
Committee that a long-term incentive plan was preferable, the PIP
was not continued in its original form for 1996. Instead, the PIP
was amended as described below.
For future periods when long-term incentive programs may not
be in effect, the Compensation Committee anticipates that annual
compensation for executives will depend primarily on salary and
bonus, either pursuant to individual awards or contracts or from
the Profit Sharing Plan.
Long-term Incentive Compensation.
For 1996 and 1997, the Compensation Committee amended the PIP
(the "Amended PIP") to serve as the primary means for furnishing
Company executives with long-term, performance based incentive
compensation. Participation in the Amended PIP for 1996 included
the Chief Executive Officer, the other Named Executive Officers,
and substantially the same other executive and management personnel
as had previously participated in the PIP. For 1997 and 1998,
participation in the Amended PIP was expanded to include a total of
approximately 235 positions in recognition of the contributions
other management personnel potentially could make to the
improvement goals of the Amended PIP. In a manner similar to the
PIP, the Amended PIP focuses on preestablished financial and
operational goals as the basis for incentive awards and aligns the
achievement of these goals with the Company's strategic plan for
the three year period 1996 through 1998. However, in recognition
of its nature as a long-term program, i.e. with greater risk and
deferred payout, the Amended PIP has higher threshold and maximum
reward levels than the PIP. Under the Amended PIP, total incentive
awards are separated into annual and multi-year components, with
the latter representing a majority of the overall award
opportunity. The annual component is earned only for those years
in which the applicable operating standards for that particular
year, such as safety improvement, delivery performance or customer
satisfaction, are met. The multi-year component consists of
"threshold," "target" and "maximum" opportunity levels of award and
is based on measuring the Company's adjusted operating income
improvement from the last fiscal quarter of 1995 to the first
fiscal quarter of 1999. Payment of awards under the Amended PIP
may be in cash, Company stock or a combination in the discretion of
the Compensation Committee. Payment of the annual award component
was expected to be made after each year in the cycle during which
an award was earned, and payment of the multi-year award component,
if earned, is expected to be made after the end of the measuring
period. However, the Amended PIP also provides that no PIP
payment, annual or multi-year, will be made during any year when
the Company is not also making payments pursuant to the Profit
Sharing Plan. As a result of this feature, annual payments which
otherwise might have been made for 1996 and/or 1997 have been
deferred, subject to a "sunset provision." The sunset provision
recognizes that the improvements brought about by the new plan must
also result in other Company employees being able to obtain profit
sharing (which is based on measuring the Company's net income and
not its operating income) within a reasonable time. Therefore, all
accrued and unpaid Amended PIP awards, both annual and multi-year,
will lapse, if they have not been paid by the end of the year 2001.
Long-term incentive compensation for Company executives
historically has also included awards of stock options under the
Company's 1987 Stock Option Plan (the "1987 Option Plan"). Stock
option awards are designed to promote stock ownership by
executives, encourage them to remain in the employ of the Company
and provide a greater community of interest between key employees
as stockholders and stockholders in general through gains in stock
price over an extended period of time. As noted above, the
Company's origins are tied to employee stock ownership, and option
awards are intended to increase that sense of identification among
executives, some of whom were not employed by the Company when
major allocations of stock were made under the Company's first
ESOP. For stock based awards, the long-term gains (and risks)
attributable to Company equity values are not limited to fixed
measurement periods, such as performance based awards under the
Amended PIP. At the end of 1996, options covering a total of
750,000 shares were outstanding under the 1987 Option Plan.
However, a large majority of the options under that plan, which
normally have a 10 year term, were awarded when the Company's
Common Stock was trading at prices significantly above its levels
in recent years. Although the 1987 Option Plan was extended in 1997
for an additional term of 10 years, the number of shares subject to
grant under the plan was not increased. As a result, new options
at current market prices may be granted only as prior option grants
lapse unexercised, significantly undercutting the value of the 1987
Option Plan in providing long-term, equity based incentive
compensation value to executives. In 1997, the Compensation
Committee granted no options under the 1987 Option Plan and
believes that plan will not play a significant role as a source of
future executive compensation awards.
The 1987 Option Plan is limited to the granting of so-called
"non-qualified" stock options covering a maximum of 750,000 shares.
Moreover, the 1987 Option Plan had been applied in a traditional
manner whereby options simply vested in installments over time,
thereby providing optionees with no extraordinary incentives to
improve the trading price of the Company's stock. In order to
address some of these shortcomings, in 1997, the Compensation
Committee granted a total of 2,750,000 stock appreciation rights
with five year terms to ten senior executives, including the Named
Executive Officers as shown in the Summary Compensation Table set
forth under the caption "Executive Compensation."
In March 1998, the Board of Directors adopted a new 1998 Stock
Option Plan (the "1998 Option Plan") for the Company covering the
granting of options to purchase up to an aggregate of 3,250,000
shares of the Company's Common Stock. Like the 1987 Option Plan,
the 1998 Option Plan provides only for the granting of non-qualified options.
In connection with the adoption, the Committee,
as allowed by the 1998 Option Plan, converted the stock
appreciation rights previously granted to nine of the ten senior
executives into grants of options to acquire the Company's Common
Stock. The option grants under the 1998 Plan made to replace the
stock appreciation rights carry substantially the same special
incentive provisions. According to these provisions, the options
are exercisable only on the last day of a five year period.
(This permits the Company to obtain a fixed method of accounting
for the option compensation, which it believes is the most
appropriate.) However, the options may vest and become exercisable
on an accelerated basis depending upon sustained, significant
improved trading prices for the Common Stock during the option
term. See the notes to the Summary Compensation Table and
Option/SAR Grant Table under the caption "Executive Compensation"
for additional details concerning the accelerated vesting
provisions and other terms of the options. Utilizing the
new 1998 Option Plan in this manner ties
participants' compensation directly to increased trading prices for
the Company's Common Stock in the public markets, thereby aligning
the interests of senior executives directly with investor goals.
As a practical matter, participants can only be sure of realizing
meaningful compensation if the sustained trading price for the
stock shows significant improvement from the prevailing levels at
the time of the awards. Future grants of options under the 1998
Plan by the Compensation Committee may be made with similar types
of conditions as the Committee deems best to incentivize and
compensate executives.
The 1998 Stock Option Plan will require up to an aggregate of
3,250,000 shares of Common Stock to satisfy option exercises. At
March 31, 1998, the Company had approximately 310,000 unreserved,
authorized shares of Common Stock which were either unissued or
held in treasury. Since the number of shares required for use by
the 1998 Option Plan may exceed those available in a timely manner,
the Company may be required to take additional steps to implement
the plan. These could include Company acquisitions of currently
outstanding Common Stock from the public markets to increase
treasury shares or increases in authorized capital stock above
current levels.
Supplemental Executive Retirement Plans.
For senior managers who participate in the Company's non-qualified
Supplemental Executive Retirement Plans (the "SERPs"),
annual value is received by participants through payments made to
fund retirement benefits and to provide for the payment of
applicable income taxes. For a further description, see "Pension
Plan".
Compensation of Chief Executive Officer.
In November 1995, the Board of Directors elected Mr. Riederer
President and Chief Executive Officer of the Company. Mr. Riederer
entered into an employment agreement with the Company providing for
the following significant items: (i) an annual base compensation of
$375,000 (increased in March 1998 to $435,000); (ii) a severance
payment of two times the base compensation in the event that his
employment agreement is terminated by the Company without cause or
in the event of a change in control in the Board of Directors of
the Company; (iii) his continued participation in any incentive
plan; (iv) his receipt of life insurance benefits in excess of
those provided pursuant to the Company's basic program of insurance
for its employees; and (v) funding of benefits under the SERPs in
excess of other participants in those Plans.
Limitation on Deductibility of Certain Executive Compensation.
Section 162(m) of the Internal Revenue Code denies a publicly
held corporation, such as the Company, a federal income tax
deduction for certain compensation in excess of $1.0 million per
year paid to or accrued for each of its chief executive officer and
four other most highly compensated executive officers.
"Performance based" compensation, such as that tied to increases in
stock prices or achievement of pre-established goals, is generally
not subject to the limitation on deductibility.
Based on the Company's substantial net loss carryforwards and
the insignificant effect of this provision in the case of one
Company officer, the Compensation Committee believes that the
limitation on deductibility is not material to the Company or its
current executive compensation policies.
Management Development and Compensation Committee
Michael Bozic, Chairman
Joseph J. Nowak
Robert S. Reitman
Richard F. Schubert
Ronald C. Whitaker
COMMON STOCK PERFORMANCE
The following graph compares the cumulative return of an
assumed investment of $100 in the Company's Common Stock over the
periods presented with the cumulative return on an equal investment
over the same periods in a market capitalization weighted index
comprising the Company's peer group. This group of companies is
composed of the other nine companies that, when combined with the
Company, represent (in terms of net tonnage shipped) the ten
largest, publicly traded domestic integrated steelmakers, namely:
U.S. Steel Group of USX Corporation, Bethlehem Steel Corporation,
LTV Corporation, National Steel Corporation, Inland Steel
Industries, Inc., AK Steel Holding Corporation, Rouge Industries,
Inc., WHX Corporation and Geneva Steel Company. The calculated
return assumes the reinvestment of all dividends. The data used to
construct the peer group includes the performance of National Steel
Corporation and LTV Corporation since 1993, and AK Steel Holding
Corporation and Rouge Steel Company (the predecessor of Rouge
Industries, Inc.) since 1994, as public trading did not commence in
the common stocks of these companies in their current forms until
such respective dates. The graph also compares an equal investment
over the same periods in the S&P 500.
<TABLE>
<CAPTION>
Year Company Peer Group S&P 500
- ---- ------- -------------- -------
<S> <C> <C> <C>
1992 100.00 100.00 100.00
1993 170.00 131.80 110.08
1994 240.00 127.62 111.53
1995 110.00 106.76 153.45
1996 93.33 94.94 188.68
1997 71.65 90.15 251.63
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 16, 1998, the only
persons (including any group of persons) who, to the knowledge of
the Company, may be deemed to be the beneficial owners of more than
5% of the Company's Common or Convertible Preferred Stock as of
that date. A beneficial owner of a security includes any person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has the power to vote or
direct the voting or who has investment power over the security,
which includes the power to dispose of or direct the disposition of
the security.
<TABLE>
<CAPTION>
Common Stock
Share
Name and address of beneficial owner Amount Percent of class
<S> <C> <C>
United National Bank, 10,504,701(1) 24.5%
as Trustee under the 1984 ESOP
1501 Market Street
Wheeling, WV 26003
<CAPTION>
Convertible Preferred Stock
Share
Name and address of beneficial owner Amount Percent of class
<S> <C> <C>
United National Bank, 1,699,171(2) 97.4%
as Trustee under the 1989 ESOP
1501 Market Street
Wheeling, WV 26003
<FN>
(1) All shares have been allocated to the accounts of participants
in the 1984 ESOP consisting of approximately 6,540 employees and
former employees of the Company. Participants generally have full
voting but limited dispositive power over securities allocated to
their accounts.
(2) Includes 1,424,287 shares allocated to the accounts of
participants in the 1989 ESOP consisting of approximately 7,267
employees and former employees of the Company. Participants
generally have full voting but limited dispositive power over
securities allocated to their accounts.
</TABLE>
The following table sets forth, as of March 16, 1998, the
total number of shares of Company Common Stock owned beneficially
by each nominee for director, director, the Named Executive
Officers (as hereinafter defined) and all directors and officers of
the Company as a group. Included are those shares of Common Stock,
if any, allocated under the 1984 ESOP. The table also sets forth
the number of shares of Convertible Preferred Stock, if any,
allocated under the 1989 ESOP through the latest allocation date
(December 31, 1997), and the percentage of outstanding Common and
Convertible Preferred Stock represented thereby. Unless otherwise
indicated, and except for shares allocated to the accounts of
employees under the terms of the 1984 ESOP and 1989 ESOP, each
beneficial owner has full voting and investment power over the
shares shown in the table.
<TABLE>
<CAPTION>
Convertible
Common Stock Preferred Stock
Share Share
Amount % of Class Amount % of Class
(1) (1)
<S> <C> <C> <C> <C>
Michael Bozic 22,940(2) * - -
James B. Bruhn 37,184(3) * 904 *
Richard R. Burt 7,436(2) * - -
Craig T. Costello 41,837(3) * 717 *
Robert J.D'Anniballe - - - -
Jr.
Earl E. Davis 31,344(3) * 554 *
Mark G. Glyptis 3,719 * 357 *
Phillip A. Karber - - - -
Joseph J. Nowak 1,000 * - -
Ralph E. Reins - - - -
Robert S. Reitman 26,587(2) * - -
Richard K. Riederer 124,773(3) * 928 *
David L. Robertson 32,300(3) * 152 *
Richard F. Schubert 1,300 * - -
Thomas R. Sturges 27,211(2) * - -
David I.J. Wang 48,275(2) * - -
Ronald C. Whitaker 25,606(2) * - -
D. Leonard Wise - - - -
All directors and 538,245(4) 1.3% 7,461 *
executives as
a group(23 persons)
<FN>
(1) An asterisk in this column indicates ownership of less than
1%.
(2) Includes 10,583, 7,436, 26,587, 19,827, 38,275 and 23,606 shares
credited to the accounts of Messrs. Bozic, Burt, Reitman, Sturges, Wang
and Whitaker, respectively, under the Deferred Compensation Plan for
Directors, over which shares the named individuals do not exercise voting
and/or investment power until distribution.
(3) Includes shares subject to options currently exercisable (or exercisable
within 60 days):
Messrs. Bruhn 23,332, Costello 23,332, Davis 9,332, Riederer
89,998, and Robertson 22,000.
(4) Includes 223,320 shares subject to options currently
exercisable (or exercisable within 60 days).
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth information for each of the
Company's last three fiscal years, summarizing the compensation
paid to the Company's Chief Executive Officer and each of the
Company's next four most highly compensated executive officers
(collectively, the "Named Executive Officers") who were serving as
such at the end of the Company's last completed fiscal year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compens-
Annual Compensation ation
Awards
Name & Principal Options/
Position Year Salary Bonus (1) Other Annual (SARS) All Other
($) ($) Compensation($)(2) (3) Compensation(4)
(#) ($)
<S> <C> <C> <C> <C> <C> <C>
Richard K.Riederer 1997 $375,000 $ - $321,658 517,500 $ 330
President, & Chief 1996 375,000 - 464,507 - 314
Executive Officer 1995 261,882 273,810 88,311 55,000 433
Craig T.Costello 1997 $250,000 $ - $368,102 402,500 $ 330
Executive Vice
President- 1996 198,000 - 191,204 - 317
Manufacturing &
Chief 1995 189,000 96,025 21,133 - 433
Operating Officer
David L.Robertson 1997 $213,981 $ - $ 42,960 402,500 $ 330
Executive Vice
President- 1996 157,857 25,000 188,723 33,000 104
Human Resources
and Law 1995 - - - - -
James B. Bruhn 1997 $206,900 $ - $ 36,759 - $ 330
Executive Vice 1996 206,900 - 60,923 - 317
President 1995 198,453 96,025 91,716 - 433
Earl E. Davis 1997 $198,754 $ - $ 30,103 402,500 $ 330
Executive Vice
President- 1996 168,750 - 40,009 - 317
Commercial 1995 123,785 85,356 9,204 - 371
_______________________
<FN>
(1) Sums for Messrs. Riederer, Costello, Bruhn and Davis reflect PIP
payments for 1995 received in 1996. Mr. Robertson received the sum
indicated pursuant to the terms of an employment agreement entered into in
connection with the commencement of his employment in 1996. For 1997,
$50,000, $18,937, $17,535, $17,535 and $35,069; and for 1996, $100,000,
$35,069, $35 ,069, $35,069, and $35,069 were accrued for the accounts of
Messrs. Riederer, Costello, Robertson, Bruhn and Davis, respectively, in
connection with the annual award component of the Amended PIP. Payment of
annual awards is deferred until such time as payments are made to the
employees pursuant to the Company's Profit Sharing Plan. If no Profit
Sharing Plan payments are made by 2001, all annual awards will be considered
forfeited. See "Report of the Management Development Compensation."
(2) Under the terms of the Company's
Supplemental Executive Retirement Plans (the "SERPs"),
the Company paid income taxes associated with
contributions made to trusts established under the
SERPs on behalf of the Named Executive Officers. The tax gross-up payments
are shown in the table. The amount of SERP contribution, in the case of any
individual, is determined by various factors including: age, compensation,
years of service with the Company and anticipated retirement benefits from
qualified pension plans. In the cases of Messrs. Riederer and Costello, the
Company anticipates that funding of the SERP benefit will be substantially
completed by the end of fiscal year 1998. Aggregate amounts of perquisite
s and other personal benefits that are the lesser of $50,000 or 10% of each
of the respective Named Executive Officer's combined salary and bonuses, have
been omitted from the table in accordance with Securities and Exchange
Commission rules.
(3) For 1995 and 1996, the figures shown reflect option
grants under the 1987 Option Plan. For 1997, the figures reflect option
grants under the 1998 Option Plan which have replaced stock appreciation
rights granted in 1997.
(4) Amounts reported represent contributions made by the
Company on behalf of the Named Executive Officers
pursuant to the terms of the 1989 ESOP.
</TABLE>
Option/SAR Grants
The following table sets forth information about stock options
and/or stock appreciation rights (SARs) granted during 1997 to the
Named Executive Officers.
<TABLE>
<CAPTION>
Options/SAR Grants in last fiscal year
Individual Grants
- -------------------------------------------------------------------------------
Name Options/ % of Exercise Expira- Grant Date Present Value
SARs Total Or Base tion ($)
Granted in Options/ Price Date
1997 (#) SARs granted
(1) to employees (2) (3) (4)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
R.K. Riederer 517,500 18.8% 3.88 6/24/2002 $362,250
C.T. Costello 402,500 14.6% 3.88 6/24/2002 $281,750
D.L. Robertson 402,500 14.6% 3.88 6/24/2002 $281,750
J.B. Bruhn - - - - -
E.E. Davis 402,500 14.6% 3.88 6/24/2002 $281,750
- --------------------------------------------------------------------------------
<FN>
(1) Stock appreciation rights granted to four of the Named
Executive Officers have been converted into options under the 1998
Option Plan as shown in the table. The options vest and become exercisable
on an accelerated basis if the trading price of the Common Stock for 30
consecutive trading days exceeds specified price levels. None of
the options are currently vested. They will vest incrementally in
the following percentages at the following price levels:
$ 4.25 - 10%
$ 6.50 - 20%
$ 7.25 - 30%
$10.00 - 40%
(2) The price of the underlying security at the original date of
grant was $3.00 per share of Common Stock.
(3) The options are exercisable on June 23, 2002, unless they
have vested on an accelerated basis. Those options which have vested on an
accelerated basis will expire on June 23, 2002.
(4) The Company used the Black-Scholes Option Valuation Model to
determine the grant date present value of the stock options. The
Company does not advocate or necessarily agree that the Black-Scholes
Model properly reflects the value of a stock option. The
assumptions used in calculating the grant date present value are as
follows: A risk-free interest rate of 6.3%; a dividend yield of
0%; volatility of 0.391, calculated using monthly stock returns for
the thirty-six month period preceding the stock option award; a
stock price at date of grant of $3.00; an option exercise price of
$3.88; and a five year term. A 35% discount was applied to reflect
the possibility of forfeiture due to the performance contingencies
upon which the stock options vest. (As noted, the stock options
may not vest, may vest in whole, or may vest in part, depending on
whether the trading price of the Common Stock reaches or exceeds
specified levels-noted in footnote (1)).
The value of a stock option under the Black-Scholes model applying
the preceding assumptions was $0.70.
</TABLE>
Option/SAR Exercises/Outstanding Options and Year-End Values
The following table sets forth information regarding the
exercise of stock options and SARs during 1997 and the unexercised
options/SARs held as of the end of the 1997 fiscal year by the
Named Executive Officers. No options/SARs were exercised by any of
the Named Executive Officers.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
Number of Value of
Securities underlying
Unexercised Unexercised
Options/SARS In-the-Money
at Fiscal Options/SARS
Year end at Fiscal Year-
(#) End ($)
- --------------------------------------------------------------------------
Name Shares Value Exercisable/ Exercisable/
Acquired on Realized Unexercisable Unexercisable
Exercise ($) (1) (2)
(#)
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
R.K. Riederer - - 89,998/547,502 -0-/-0-
C.T. Costello - - 23,332/414,168 -0-/-0-
D.L. Robertson - - 22,000/413,500 4,125/2,062
J.B. Bruhn - - 23,332/ 11,668 -0-/-0-
E.E. Davis - - 9,332/407,168 -0-/-0-
- -------------------------------------------------------------------------
<FN>
(1) The figures shown represent options granted under the 1987
Option Plan and options granted under the 1998 Option Plan which
have replaced SARs granted to four of the Named Executive Officers in 1997.
(2) The "Value of Unexercised In-the-Money Options/SARs at Fiscal
Year-End" is equal to the difference between the closing price
($2.6875 per share) of the Company's Common Stock on the New York
Stock Exchange on its last closing day in 1997 (December 31, 1997)
and the exercise price ($2.50 for the options granted in 1996,
$8.88 and $4.375 for the options granted in 1995, and $8.69 and
$8.33 for previously granted shares), times the number of shares
underlying the options.
</TABLE>
EMPLOYMENT AGREEMENTS WITH CERTAIN EXECUTIVES
Mr. Riederer, President and Chief Executive Officer and a
director, has an employment agreement with the Company providing a
base salary of $435,000. The agreement also provides for
supplemental disability income and supplemental life insurance.
The agreement may be terminated by the Company or by the employee.
For a further description of the employment agreement of Mr.
Riederer, see "Management Development and Compensation Committee
Report on Executive Compensation".
Messrs. Costello and Davis have employment agreements with the
Company which require the Company to pay 24 months compensation if
such agreements are terminated by the Company without cause as
follows: 12 months in one lump sum payable within 10 days
following termination and 12 months in 12 monthly installments
beginning in the 13th month following termination. Mr. Robertson
has an employment agreement with the Company which requires the
Company to pay 24 months compensation in a lump sum if such
agreement is terminated by the Company without cause. Mr. Bruhn
has an employment agreement with the Company which requires the
Company to pay 18 months compensation if such agreements are
terminated by the Company without cause as follows: 12 months in
one lump sum payable within 10 days following termination and 6
months in 6 monthly installments beginning in the 13th month
following termination.
PENSION PLAN
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Years of Service
Final Average Earnings 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$125,000 $61,875 $68,750 $68,750 $68,750 $74,375
150,000 74,250 82,500 82,500 82,500 89,250
200,000 99,000 110,000 110,000 110,000 119,000
250,000 123,750 137,500 137,500 137,500 148,750
300,000 148,500 165,000 165,000 165,000 178,500
400,000 198,000 220,000 220,000 220,000 238,000
500,000 247,500 275,000 275,000 275,000 297,500
</TABLE>
The figures in the Pension Table reflect the sum of annual
benefits from the qualified pension plan plus expected annual
benefits from the non-qualified SERPs (both administered by the
Company), payable for life following assumed retirement at age 62.
The SERPs are "target benefit" plans under which the Company
contributes to separate trusts actuarially determined amounts which
are calculated to produce the defined target annual benefit at age
62. Under both the qualified pension plan and the SERPs, the
amount of pension is based upon the employee's average earnings
(average of the highest five years of the last fifteen years). For
those participating in a SERP, expected benefits are based on
earnings defined as annual cash compensation (as reported in the
Salary and Bonus columns of the Summary Compensation Table) and
pension service credited under the SERPs. The benefits reflected
in the Pension Table include maximum total benefits, under all
plans, of 55% of final average earnings upon attainment of 16-2/3
years of pension service. Under a contract between the Company and
Mr. Riederer, his maximum total benefit is 70% of final average
earnings at age 62 and attainment of 10 years of service. For the
Named Executive Officers, pension service as of December 31, 1997
for the purpose of calculating retirement benefits under the SERPs
was as follows: Mr. Riederer: 8.92 years; Mr. Bruhn: 10.50 years;
Mr. Costello: 31.92 years; Mr. Robertson: 9.25 years; and Mr.
Davis: 27.58 years. Under a contract with the Company, Mr.
Robertson, who had prior pension service with the Company through
its predecessor, was entitled to an additional five years of
benefit service under the SERPs upon commencement of employment.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy
statement for the 1999 Annual Meeting of Stockholders, proposals
from stockholders must be received by the Company at its executive
offices located at 400 Three Springs Drive, Weirton, West Virginia
26062 no later than December 31, 1998.
Suggestions for nominees for Independent Directors may be
made, not less than sixty (60) days prior to the Annual or Special
Meeting at which an election for directors is to occur, by any
stockholder in writing addressed to the Nominating Committee, in
care of the Secretary of the Company.
By Order of the Board of
Directors,
/s/Richard K . Riederer
Richard K. Riederer,
President and Chief
Executive Officer
Weirton, West Virginia
April 17, 1998
CONFORMED COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 1997 MAY BE OBTAINED WITHOUT CHARGE BY
ANY STOCKHOLDER TO WHOM THIS PROXY STATEMENT IS SENT, UPON WRITTEN
REQUEST TO THE DIRECTOR OF INVESTOR RELATIONS, WEIRTON STEEL
CORPORATION, 400 THREE SPRINGS DRIVE, WEIRTON, WEST VIRGINIA 26062.
