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 24, 2000 (the "Company Proxy Materials") for
an Annual Meeting of Stockholders scheduled to be held on May 24,
2000 (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 four
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, 2000; and (iii) the proposal to adopt
a Year 2000 Employee Stock Purchase Plan for up to 1.0 million
shares. 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 29, 2000 are
entitled to vote on matters to be presented at the Annual Meeting.
On March 29, 2000, 41,799,723 shares of Common Stock and 1,616,018
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 29,
2000 there were 9,338,509 shares of Common Stock and 1,570,872
shares of Convertible Preferred Stock entitled to be voted by the
ESOP Trustee. The ESOP Trustee will vote all these shares,
representing 25,047,229 votes at the Annual Meeting. The shares to
be voted by the ESOP Trustee will account for approximately 43.2%
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 29, 2000.
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 reallocated 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 24, 2000
