UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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WEIRTON STEEL CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
948774104
(CUSIP Number)
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David A. Persing, Esq.
885 Third Avenue
34th Floor
New York
New York 10022
Tel. No.: (212) 888-5500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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October 1, 1999
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
SCHEDULE 13D
CUSIP No. 948774104 Page 2 of 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JWA Investments Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF 2,618,700
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
2,618,700
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,618,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
CO
Page 2 of 9
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SCHEDULE 13D
CUSIP No. 948774104 Page 3 of 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Adams
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF 2,618,700
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
2,618,700
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,618,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
IN
Page 3 of 9
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Item 1. Security and Issuer.
This Schedule relates to shares of Common Stock, par value $.01 per
share (the "Common Stock"), of Weirton Steel Corporation, a Delaware corporation
(the "Company"). The principal executive offices of the Company are located at
400 Three Springs Drive, Weirton, West Virginia 26026-4989.
Item 2. Identity and Background.
The names and addresses of the persons filing this Schedule are as
follows:
1. JWA Investments Corp. ("JWA General Partner"), a Delaware corporation,
whose principal business and office address is c/o John W. Adams, 885
Third Avenue, 34th Floor, New York, New York 10022, and which is the
general partner of (i) JWA Investments II L.P. ("JWA II"), a Delaware
limited partnership, whose principal business and office address is c/o
Smith Management LLC, 885 Third Avenue, 34th Floor, New York, New York
10022, and which was formed for the purpose of acquiring, owning and
disposing of stock of the Company, and (ii) JWA Investments III L.P.
("JWA III"), a Delaware limited partnership, whose principal business
and office address is c/o Smith Management LLC, 885 Third Avenue, 34th
Floor, New York 10022, and which was formed for the purpose of
acquiring, owing and disposing of stock of the Company. JWA General
Partners was formed to act as a general partner of various
partnerships. John W. Adams is the sole director of JWA General
Partner. John W. Adams is the President and David A. Persing is the
Secretary of JWA General Partner. John W. Adams is the sole shareholder
of JWA General Partner and ultimately in control of this corporation;
and
2. John W. Adams, a United States citizen, whose business address is 885
Third Avenue, 34th Floor, New York, New York 10022. John W. Adams is
President of Smith Management LLC ("Smith Management"), a New York
based private investment firm whose address is 885 Third Avenue, New
York, New York 10022.
JWA General Partner and John W. Adams are collectively referred to as
the "Reporting Parties."
The following person is not a beneficial owner under this Schedule but
is identified as an officer or director of the entities mentioned above:
David A. Persing, a United States citizen, whose business address is 885 Third
Avenue, 34th Floor, New York, New York 10022. David A. Persing is Senior Vice
President of Smith Management and Secretary of JWA General Partner.
Page 4 of 9
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None of the Reporting Parties or the parties mentioned above have,
during the last five years, been (i) convicted in a criminal proceeding or (ii)
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Parties utilized no funds in the acquisition of the
securities of the issuer triggering the filing of this Schedule 13D. The
securities were acquired by JWA II and JWA III as initial capital contributions
from their limited partners in exchange for interests in JWA II and JWA III,
respectively.
Item 4. Purpose of Transaction
JWA II, JWA III and the Reporting Parties acquired the Common Stock for
general investment purposes. JWA II, JWA III and the Reporting Parties intend to
review their equity interests in the issuer on a continuing basis. Depending on
the Reporting Parties' evaluation of the Company's business and prospects, and
upon future developments (including, but not limited to, market prices of the
Common Stock, availability and alternative uses of funds, as well as conditions
in the securities markets and general economic and industry conditions), the
Reporting Parties reserve the right to acquire additional shares of Common
Stock, to dispose of shares of Common Stock or to formulate other purposes,
plans or proposals regarding the Company to the extent deemed advisable by the
Reporting Parties. The Reporting Parties currently have no intention, plan or
proposal, though each Reporting Party reserves the right to subsequently devise
or implement such plan or proposal, with respect to:
1. The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
2. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
3. A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
4. Any change in the present Board of Directors or management of the
issuer, including any plan or proposals to change the number or term of
directors or to fill any existing vacancy on the Board.
5. Any material change in the present capitalization or dividend policy of
the issuer;
6. Any other material change in the issuer's business or corporate
structure;
Page 5 of 9
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7. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
8. Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
9. A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
10. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
To the best of the Reporting Parties' knowledge based on the
information contained in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, the aggregate number of shares of Common Stock of
the Company outstanding as of July 31, 1999 was 43,562,013 shares.
JWA General Partner
(a) JWA General Partner beneficially owns an aggregate of 2,618,700
shares of Common Stock, which represents 6.0% of the issued and outstanding
shares of the Common Stock. Such shares are owned by JWA II and JWA III of which
JWA General Partner is the general partner. JWA II beneficially owns an
aggregate of 1,807,500 shares of Common Stock, which represents 4.1% of the
issued and outstanding shares of the Common Stock. JWA III beneficially owns an
aggregate of 811,200 shares of Common Stock, which represents 1.9% of the issued
and outstanding shares of Common Stock.
(b) JWA General Partner, as general partner of JWA II and JWA III, has
sole power to vote or to direct the vote of 2,618,700 shares of Common Stock and
the sole power to dispose or to direct the disposition of 2,618,700 shares of
Common Stock.
(c) The Securities were acquired by JWA II as initial capital
contributions from its limited partners in exchange for partnership interests as
of October 1, 1999. The Securities were acquired by JWA III as initial capital
contributions from its limited partners in exchange for partnership interests as
of October 6, 1999 and as additional capital contributions from its limited
partners in exchange for partnership interests as of October 7, 1999 and October
8, 1999. 1/
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1/ Some shares of Common Stock were purchased by various limited partners
of
(continued...)
Page 6 of 9
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John W. Adams
(a) John W. Adams beneficially owns an aggregate of 2,618,700 shares of
Common Stock, which represents 6.0% of the issued and outstanding shares of the
Common Stock. Such shares are owned by JWA II and JWA III.
(b) John W. Adams, as sole shareholder of JWA General Partner, has sole
power to vote or to direct the vote of 2,618,700 shares of Common Stock and sole
power to dispose or to direct the disposition of 2,618,700 shares of Common
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any security of the Company.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated
October 12, 1999
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1/(...continued)
JWA II and JWA III during the past 60 days, as follows:
Purchase Price
Date Number of Shares Per Share ($)
---- ---------------- --------------
9/20 57,100 2.11
9/21 100 2.125
9/29 30,600 2.07
9/30 3,100 2.125
10/1 5,100 2.125
10/4 20,700 2.125
10/5 37,900 2.17
10/6 12,500 2.25
10/7 231,500 2.45
10/8 58,300 2.58
All of such purchases were open market purchases.
Page 7 of 9
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999
JWA INVESTMENTS CORP.
By: /s/ John W. Adams
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John W. Adams
President
/s/ John W. Adams
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John W. Adams
Page 8 of 9
Exhibit 1
Joint Filing Statement
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, do hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
Dated: October 12, 1999
JWA INVESTMENTS CORP.
By: /s/ John W. Adams
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John W. Adams
President
/s/ John W. Adams
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John W. Adams
Page 9 of 9
