WEIRTON STEEL CORPORATION
1984 AND 1989 EMPLOYEE STOCK OWNERSHIP PLANS
DISCLOSURE SUPPLEMENT
This Disclosure Supplement (the "Supplement") is being
furnished to participants in the 1984 Employee Stock Ownership
Plan (the "1984 ESOP") and 1989 Employee Stock Ownership Plan
(the "1989 ESOP", collectively the "ESOPs") sponsored by Weirton
Steel Corporation (the "Company"). This Supplement accompanies
the Company's Notice of Annual Meeting of Stockholders and Proxy
Statement dated April 19, 1999 (the "Company Proxy Materials")
for an Annual Meeting of Stockholders scheduled to be held on May
26, 1999 (the "Annual Meeting"). Participants in the ESOPs are
urged to read this Supplement together with the Company Proxy
Materials prior to completing and returning the Confidential
Participant Instruction Form ("Instruction Form") which is
enclosed.
PURPOSE OF SUPPLEMENT
This Supplement describes the method to be used by
participants in the ESOPs in completing their Instruction Forms,
and the tabulation of the Instruction Forms submitted by ESOP
participants. As disclosed in the Company Proxy Materials, the
stockholders of the Company are voting on several proposals: (i)
the election of five persons to serve on the Board of Directors;
(ii) the ratification of the appointment of the Company's
independent accountants for the fiscal year ended December 31,
1999; (iii) a proposal to increase the age qualification
limitation from 65 to 68 years of age; and (iv) a stockholder
proposal requesting the Board of Directors to hire an investment
bank to auction the Company for sale in 1999. ESOP participants
may vote on these issues, but only by completing the Instruction
Form. In past years, questions have been asked by participants
in the ESOPs concerning the completion of the Instruction Form,
and the tabulation of votes. This Supplement is intended to
address those issues.
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
31, 1999 are entitled to vote on matters to be presented at the
Annual Meeting. On March 31, 1999, 41,566,977 shares of Common
Stock and 1,658,096 shares of Convertible Preferred Stock were
outstanding and entitled to vote. Each share of Convertible
Preferred Stock is entitled to ten votes and each share of Common
Stock is entitled to one vote.
All Common Stock and all Convertible Preferred Stock held in
the ESOPs will be voted by the holder of record, United National
Bank (the "ESOP Trustee,") as directed by participants and in
accordance with the terms of the applicable ESOP. As of March
31, 1999 there were 9,813,179 shares of Common Stock and
1,581,948 shares of Convertible Preferred Stock entitled to be
voted by the ESOP Trustee. The ESOP Trustee will vote all these
shares, representing 25,632,659 votes at the Annual Meeting. The
shares to be voted by the ESOP Trustee will account for
approximately 44.1% of the total voting power which can be voted
at the Annual Meeting.
ESOP VOTING PROCEDURES
Participants in the ESOPs are also receiving Company Proxy
Materials distributed to public stockholders and will find
enclosed an Instruction Form for use in instructing the ESOP
Trustee how to vote their shares.
The enclosed Instruction Form provides the means for
participants in the ESOPs to vote on the same issues to be
presented to stockholders of record at the Annual Meeting. The
Instruction Form replaces the proxy card used by public
stockholders. The shares represented by the Instruction Forms
will be voted by the ESOP Trustee in the manner specifically
indicated by ESOP participants. Instruction Forms returned with
no specific voting instructions, without signature or undated,
will result in the related shares being voted by the ESOP Trustee
as "uninstructed shares". As explained below, the ESOPs have
procedures governing uninstructed shares. The Instruction Form
may be changed or revoked only by a later dated and properly
signed Instruction Form received by the ESOP Trustee prior to
completion of the ESOP Trustee's tabulation of votes to be cast
at the Annual Meeting. Since the ESOP Trustee is the only holder
of record of voting stock owned by the ESOPs, only the ESOP
Trustee can cast a ballot at the Annual Meeting on behalf of ESOP
participants. The Instruction Form indicates when a later dated
form must be received to replace a prior form. A participant may
vote in person only to the extent the participant has withdrawn
shares from the ESOPs and, as an individual, has become a
stockholder of record or beneficial owner (such as through a
brokerage account) as of March 31, 1999.
All Common Stock held in the 1984 ESOP has been allocated.
Common Stock in the 1984 ESOP for which no voting instructions
are received and Convertible Preferred Stock in the 1989 ESOP
which has not yet been allocated to the accounts of participants
or for which no voting instructions are received also will be
voted by the ESOP Trustee, all in accordance with the terms of
the applicable ESOP.
ESOP VOTE TABULATION
The ESOP Trustee has retained the firm of Ellen Philip
Associates, Inc. to tabulate the Instruction Forms. The
Instruction Forms are confidential and no person not associated
with Ellen Philip Associates, Inc. or the ESOP Trustee, has
access to any participant's Instruction Form or information as to
how a participant instructed the ESOP Trustee to vote.
METHOD OF CALCULATING ESOP VOTES
The matters to be voted on at the Annual Meeting will be
voted by the ESOP Trustee on the "account balance" method. This
gives specific effect to the shares owned and voted by each
participant who properly returns an Instruction Form. On each
issue involving voting by the account balance method, the
Instruction Forms voting "FOR" and "AGAINST" are tabulated and
the resulting votes are cast. Once this is accomplished,
percentages of shares instructed "FOR" and "AGAINST" are
determined, and this percentage is applied to all unallocated or
uninstructed shares voted by the ESOP Trustee. Instruction Forms
which are not returned, or which are returned without a proper
indication as to "FOR" or "AGAINST" are treated as "uninstructed"
shares.
For example, a participant who has 1,000 shares of Common
Stock (one vote per share) and 100 shares of Convertible
Preferred Stock (ten votes per share) can instruct the ESOP
Trustee as to voting shares with a total of 2,000 votes. If the
participant does not return the Instruction Form, or returns it
signed and dated but without instructions, the ESOP Trustee will
vote that participant's shares on the basis of instructions
received from all other participants. For example, if all other
participants (tabulated separately in each ESOP) who voted on an
issue voted 60% FOR and 40% AGAINST, the ESOP Trustee would vote
1,200 votes FOR and 800 votes AGAINST the issue, in the case of
the hypothetical participant.
This Supplement has been prepared jointly by the Company and
the ESOP Administrative Committee under the ESOPs.
WEIRTON STEEL CORPORATION
AND
ESOP ADMINISTRATIVE COMMITTEE
Weirton, West Virginia
April 19, 1999
