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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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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November 5, 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 |_|.
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<PAGE>
SCHEDULE 13D
CUSIP No. 948774104 Page 2 of 10
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JWA Investments II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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
NUMBER OF 2,189,600
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
2,189,600
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,189,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON
PN
Page 2 of 10
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SCHEDULE 13D
CUSIP No. 948774104 Page 3 of 10
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 3,059,100
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
3,059,100
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,059,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON
CO
Page 3 of 10
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SCHEDULE 13D
CUSIP No. 948774104 Page 4 of 10
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 3,059,100
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
3,059,100
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,059,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON
IN
Page 4 of 10
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Amendment No. 1 to Schedule 13D
This Amendment No. 1 to Schedule 13D is filed by the
undersigned to amend Schedule 13D, filed on October 12, 1999 (the "Original
Filing"). Unless otherwise indicated, all capitalized terms shall have the same
meaning as provided in the Original Filing.
Item 2. Identity and Background.
Item 2 is hereby amended and restated to read in its entirety
as follows:
The names and addresses of the persons filing this Schedule
are as follows:
1. 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.
JWA General Partner (as defined below) is the sole general partner of JWA
II.
2. 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 II, 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, owning 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
3. 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 II, 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:
Page 5 of 10
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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.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by addition of the following:
JWA General Partner and John W. Adams utilized no funds in the
acquisition of the securities of the issuer triggering the filing of this
Amendment No. 1 to Schedule 13D. The securities were acquired by JWA II and JWA
III through open market purchases. JWA II and JWA III obtained the funds for the
purchase of the securities from capital contributions of their respective
partners.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and Item 5(b) are hereby amended and restated to
read in their entirety as follows:
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 II
(a) JWA II beneficially owns an aggregate of 2,189,600 shares of Common
Stock, which represents 5.0% of the issued and outstanding shares of Common
Stock.
(b) JWA II has sole power to vote or to direct the vote of 2,189,600
shares of Common Stock and the sole power to dispose or to direct the
disposition of 2,189,600 shares of Common Stock.
JWA General Partner
(a) JWA General Partner beneficially owns an aggregate of 3,059,100
shares of Common Stock, which represents 7.0% of the issued and outstanding
shares of Common Stock. Such shares are owned by JWA II and JWA III of which JWA
General Partner is the general partner. JWA III beneficially owns an aggregate
of 869,500 shares of Common Stock, which represents 2.0% 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 3,059,100 shares of Common Stock and
the
Page 6 of 10
<PAGE>
sole power to dispose or to direct the disposition of 3,059,100 shares of
Common Stock.
John W. Adams
(a) John W. Adams beneficially owns an aggregate of 3,059,100 shares of
Common Stock, which represents 7.0% 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 3,059,100 shares of Common Stock and sole
power to dispose or to direct the disposition of 3,059,100 shares of Common
Stock.
Item 5(c) is hereby amended by the addition of the following:
During the past 60 days JWA II has acquired the following
shares of Common Stock:
Purchase Price
Date Number of Shares Per Share ($)
---- ---------------- --------------
10/11 18,500 2.66
10/12 56,400 2.66
10/13 25,000 2.66
10/21 96,600 2.13
10/22 7,000 2.15
10/25 12,900 2.16
10/27 36,600 2.16
10/29 10,700 2.16
11/1 4,000 2.16
11/2 26,500 2.18
11/3 21,500 2.22
11/4 55,500 2.22
11/5 10,900 2.19
Page 7 of 10
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Item 7. Material to be Filed as Exhibits
Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated
November 10, 1999
Page 8 of 10
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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.
November 10, 1999
JWA INVESTMENTS II L.P.
By: JWA Investments Corp.,
its General Partner
By: /s/ John W. Adams
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John W. Adams
President
JWA INVESTMENTS CORP.
By: /s/ John W. Adams
------------------------------------
John W. Adams
President
/s/ John W. Adams
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John W. Adams
Page 9 of 10
Exhibit 1
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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: November 10, 1999
JWA INVESTMENTS II L.P.
By: JWA Investments Corp.,
its General Partner
By: /s/ John W. Adams
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John W. Adams
President
JWA INVESTMENTS CORP.
By: /s/ John W. Adams
----------------------------------------
John W. Adams
President
/s/ John W. Adams
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John W. Adams
Page 10 of 10
