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 statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(C)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 24, 2000
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 Wednesday,
May 24, 2000 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.
This year, our Annual Meeting will have a question and
answer session based on questions submitted by stockholders in
advance of the Meeting. Please review the enclosed Guidelines
before submitting your questions.
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 24, 2000
Dear Stockholder:
NOTICE IS HEREBY GIVEN that the 2000 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 Wednesday,
May 24, 2000, at 6:00 P.M., Eastern Daylight Time, for the
following purposes:
1. To elect four 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, 2000;
3. To consider a Year 2000 Employee Stock Purchase Plan
covering up to 1.0 million shares; and
4. 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 29, 2000, 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 24, 2000
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 2000 Annual Meeting of Stockholders (the "Annual
Meeting") to be held on May 24, 2000, and any adjournments thereof.
This Proxy Statement and the accompanying form of proxy are being
mailed on or after April 24, 2000 to stockholders of record as of
March 29, 2000.
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 four directors;
FOR the ratification of independent public accountants;
FOR the proposal to adopt a Year 2000 Employee Stock Purchase
Plan;
all as specified in this Proxy Statement. In addition, the proxy
will be voted in the discretion of the proxy holders with respect
to any 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, 1999 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
29, 2000 (the "Record Date") are entitled to vote on matters to be
presented at the Annual Meeting. On the Record Date, 41,799,723
shares of Common Stock and 1,616,018 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, 2001, and 2002,
respectively. The four Class I 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 I directors, to
serve for a term of three years, and until their successors are
elected and qualified: Richard K. Riederer, Management Director;
and Michael Bozic, Richard R. Burt and Thomas R. Sturges,
Independent Directors.
Unless authority to vote for any one or more of the Class I
director nominees is withheld as indicated on the enclosed proxy,
the shares represented by the enclosed proxy will be voted FOR
those 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 15,
2000), 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 I Directors: Nominees to serve in office until 2003
Richard K. Riederer 1993
Age 56 (1)
Chief Executive Officer of the Company since November 1995;
President of the Company November 1995-March 2000; Chief
Operating Officer of the Company January-November 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, Carnegie Mellon University;
and Chairman and Director of the American
Iron and Steel Institute; Trustee of Franciscan University.
Michael Bozic 1994
Age 59 (3)
Vice Chairman, Kmart Corporation since 1998;
former Chairman, CEO and Director of Levitz
Furniture Corporation 1995-1998; former
President and Chief Executive Officer and
Director of Hills Stores Company 1991-1995;
Director of Harley-Davidson Financial Services,
Inc., Morgan Stanley, Dean Witter Advisors,
Inc. and The College Fund UNCF.
Richard R. Burt 1996
Age 53 (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 HCL Technologies, Ltd.
Thomas R. Sturges 1986
Age 55 (3)
Executive Vice President and Chief Financial Officer of
Hawkeye Communications, Inc., a marketing services firm, since
February 2000. Prior thereto, Executive Vice President of The
Harding Group Inc., a private equity investment firm, February
1990-January 2000.
Class II Directors: To Continue in Office until 2001
D. Leonard Wise 1998
Age 65 (4)
President and Chief Executive Officer of
Carolina Steel Corporation from October 1994 to
March 1997; from 1988-1991, Director and from
1990-1991 Vice Chairman and subsequently
Chairman and CEO of 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 1998
Age 59 (3)
Chairman and Chief Executive Officer of Qualitor, Inc. since
May 1999. Chairman and Chief Executive Officer of Reins
Enterprises since January 1998;
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;
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 66 (3)
Principal, Riverbend Advisors (consultants) since February
1998;
Chairman Emeritus since February 1998 and
Director of The Tranzonic Companies, a
manufacturer of paper and plastic products
principally for industrial/institutional use;
Principal of Riverbend Advisors since 1998.
Prior to February 1998, Chairman, Chief
Executive Officer and Director of the Tranzonic
Companies.
Richard F. Schubert 1983
Age 63 (3)
Chairman Emeritus-International Youth
Foundation, Washington, DC since 1990.
Vice Chairman of the Drucker foundation,
NY, NY. Former President, The Points of
Light Foundation 1990-1995; prior to 1990, President of the
American Red Cross and Bethlehem Steel Corporation; Deputy
Secretary, U.S. Department of Labor; Chairman of BioRelease,
Inc., a biotechnology
firm; Director of National Alliance of Business and Management
Training Corporation.
Ronald C. Whitaker 1995
Age 52 (3)
Former President, Chief Executive Officer and
Director Johnson Worldwide Associates,
October 1996-March 1999; former President and Chief Executive
Officer of EWI, Inc. from 1995 to October 1996; Chairman,
President and Chief Executive Officer of Colt's
Manufacturing Company from 1992 to 1995; President of
Wheelabrator Corporation from 1988 to 1992; Director of Code-
Alarm, Inc.and,
Precision Navigation Instruments, Inc.; Trustee of The College
of Wooster.
Class III Directors: To continue in Office until 2002
John H. Walker 2000
Age 42 (1)
President and Chief Operating Officer of the Company since
March 2000; Former President-flat rolled products, Kaiser
Aluminum; 1996-1997 Vice President Operations,
Kaiser Aluminum; Vice President Operations, Weirton Steel
1996; 1988-1995, various management positions at Weirton
Steel.
Earl E. Davis 1997
Age 51 (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.
Robert J. D'Anniballe, Jr. 1990
Age 43(2)
Shareholder in Marshall Dennehey, Warner, Coleman & Goggin,
Attorneys; Managing attorney of the firm's West Virginia and
Ohio offices since July 1999; Partner in Alpert, D'Anniballe
& Visnic prior to July 1999; General Counsel to the ISU since
1985.
George E. Doty, Jr. 1999
Age 45 (2)
Managing Director of Bear, Stearns &
Co. Inc. since 1992.
Mark G. Glyptis 1991
Age 48 (2)
President of the ISU since August 1991;
employee of the Company since 1973.
_______________________
(1) Management Director
(2) Union Director
(3) Independent Director
(4) ESOP Director
Mr. Walker was elected to fill the term of Craig T. Costello,
who retired on April 1, 2000.
Mr. Bozic was formerly Chairman of the Board, President and
Chief Executive Officer of Levitz Furniture, Inc., which filed a
voluntary petition under Chapter 11 of the Federal Bankruptcy Code
during September 1997. Mr. Whitaker was formerly President and
Chief Executive Officer of EWI, Inc., which filed a voluntary
petition under Chapter 11 of the Federal Bankruptcy Code during
April 1996.
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, 2000, 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.
APPROVAL OF YEAR 2000 EMPLOYEE STOCK PURCHASE PLAN
The Board of Directors has adopted the 2000 Employee Stock
Purchase Plan (the "2000 Stock Purchase Plan") to provide
substantially all employees of the Company and its subsidiaries
with the opportunity to purchase Common Stock through accumulated
payroll deductions. The 2000 Stock Purchase Plan is a successor
to the Company's 1994 Employee Stock Purchase Plan, which expired
at the end of 1999 and pursuant to which Company employees
purchased a total of 1,225,218 shares of Common Stock. The
principal features of the new plan are described below.
Shares Subject to Plan
A total of 1,000,000 shares of Common Stock has been made
available for sale to employees under the 2000 Stock Purchase
Plan. The shares may be either authorized but unissued shares or
previously issued shares reacquired by the Company. The number
of shares of Common Stock which can be purchased pursuant to the
2000 Stock Purchase Plan will be subject to adjustment in the
event of any substantial recapitalization of the Company.
Eligibility
Each person employed by the Company (except probationary,
summer or co-op employees) is eligible to participate in the 2000
Stock Purchase Plan (an "Eligible Employee"), provided he or she
(i) has completed, as of the first day of a Purchase Period (as
defined below), at least six months of service and (ii) does not
own stock possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company, as
determined for purposes of Section 423(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code").
Purchase Price
The purchase price per share of Common Stock sold under the
2000 Stock Purchase Plan for any Purchase Period will be equal to
the lesser of (a) 85% of the "fair market value" of a share of
Common Stock on the first day of the Purchase Period, or (b) 85%
of the "fair market value" of a share of Common Stock on the last
day of the Purchase Period (the "Exercise Date"). The fair
market value as of any date is the last reported sale price
reported on the principal national securities exchange on which
the Common Stock is traded on that date.
Grant of Right to Purchase
Under the 2000 Stock Purchase Plan, a separate right to
purchase shares of Common Stock will be granted to each Eligible
Employee as of the first day of each "Purchase Period". The
purchase right applies automatically to all Eligible Employees,
but participation requires an election to do so. A Purchase
Period is a period of twelve months, during which time payroll
deductions will be made to fund the purchase of shares. (However,
the first Purchase Period under the Plan will include only the
last six months of 2000). The maximum number of shares an
Eligible Employee is eligible to purchase for any Purchase Period
is $25,000 divided by the fair market value of a share of Common
Stock for any Purchase Period. Rights to purchase shares granted
to Eligible Employees who fail to authorize payroll deductions
will lapse automatically.
Election to Participate, Payroll Deductions
Participation is entirely voluntary. In order to purchase
shares, an Eligible Employee must sign a stock purchase agreement
in advance of the first day of each Purchase Period. By doing so,
the employee becomes a Participant in the 2000 Stock Purchase Plan.
Under the Stock Purchase Agreement, each Eligible Employee who
elects to participate must authorize contributions through regular
payroll deductions from his or her total cash compensation for each
payroll period, of a specified percentage of not less than 1% and
not more than 15% in multiples of 1/2%. The amount of payroll
deduction cannot be changed, except for complete discontinuance.
The deduction will be credited to an individual account maintained
for the Participant under the 2000 Stock Purchase Plan (an
"Account"). No interest or other earnings will be paid on any
amount in a Participant's Account.
Purchase of Stock
If a Participant's Account is credited as of any Exercise
Date with an amount at least equal to the purchase price of one
share of Common Stock for the current Purchase Period, the
Participant will purchase, and the Company will sell, at such price
the largest number of whole shares of Common Stock which can be
purchased with the amount credited to his or her Account.
Fractional shares will not be issued. Any balance remaining in a
Participant's Account at the end of a Purchase Period generally
will be carried forward into a Participant's Account for the
following Purchase Period.
No Participant may purchase more than $25,000 in fair market
value of Common Stock in any calendar year (taking into account all
other shares of stock of the Company the Participant may be
entitled to purchase under any other employee stock purchase plan
of the Company meeting the requirements of Section 423(b) of the
Code). Since the exclusive method for purchasing shares under the
2000 Stock Purchase Plan is through payroll deductions whose
maximum limit is 15% of Compensation, the 15% limitation will be
the effective limit on purchases of stock under the 2000 Stock
Purchase Plan for substantially all employees.
The maximum number of shares of Common Stock which may be
purchased by all Participants for any Purchase Period may not
exceed 200,000. In the event Participants purchase less than the
maximum number of shares during any Purchase Period, the balance of
the available shares for that Purchase Period will be available for
purchase in succeeding Purchase Periods until purchased, or until
December 31, 2004, whichever occurs first.
If, as of the Exercise Date in any Purchase Period, the
aggregate funds available would result in purchases of shares
exceeding the maximum number of shares then available, the number
of shares which otherwise would be purchased by each Participant on
the Exercise Date will be reduced pro rata based on the relative
payroll deduction accumulation for each Participant.
Other Plan Features
Participants may withdraw from the 2000 Stock Purchase Plan
prior to any Exercise Date and have their Account balances
refunded. Participants who have withdrawn may participate for the
next Purchase Period. Furthermore, each Stock Purchase Agreement
requires a Participant to hold purchased shares until the second
anniversary of the Exercise Date, unless the Company consents to a
prior transfer by a Participant. Participant's rights to purchase
stock under the 2000 Stock Purchase Plan are not transferable.
The 2000 Stock Purchase Plan is administered by a committee of
non-employee directors appointed by the Company's Board of
Directors. The Board may amend the 2000 Stock Purchase Plan
without the consent of the Participants, except that no action can
affect purchase rights previously granted and no amendment can,
without approval of the Company's stockholders: (i) increase the
total number of shares; (ii) change the class of Eligible
Employees; (iii) decrease the minimum purchase price; (iv) extend
Purchase Periods; or (v) extend the term of the 2000 Stock Purchase
Plan. Unless terminated sooner as provided in the Plan, the term
of the 2000 Stock Purchase Plan expires after December 31, 2004.
Income Tax Consequences
Rights to purchase shares issued under the 2000 Stock Purchase
Plan are intended to be options issued pursuant to an "Employee
Stock Purchase Plan" within the meaning of Section 423 of the Code.
Accordingly, if a Participant exercises a right to purchase and
holds the shares for the applicable holding period under the Code,
and remains an employee at all times during the period beginning
with the date the right to purchase is granted and ending three
months before the date it is exercised, he or she will be entitled
for Federal Income Tax purposes to special, favorable tax
treatment.
Federal Securities Law Matters
The 2000 Stock Purchase Plan has been designed to meet the
requirements of Rule 16b-3 promulgated by the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934 (the "Exchange Act"). As a result, acquisitions of Common
Stock pursuant to the 2000 Stock Purchase Plan will not be subject
to Section 16(b) of the Exchange Act.
Shares of Common Stock distributed under the 2000 Stock
Purchase Plan will be offered and sold only pursuant to a
prospectus contained in a registration statement filed with the SEC
under the Securities Act of 1933.
An affirmative majority of the total votes cast at the Annual
Meeting will be sufficient to approve the adoption of the 2000
Stock Purchase Plan.
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, Reins and Wise. 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 that connection,
considers the effect of those fees on the independence of the
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 1999.
Management Development and Compensation Committee
The Board's Management Development and Compensation Committee
is currently composed of Messrs. Reitman (Chairman), Bozic,
Schubert, Whitaker and Wise. 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 six meetings in 1999.
Nominating Committee
The Nominating Committee is currently composed of Messrs.
Bozic (Chairman), Glyptis, Riederer, Whitaker and Wise. 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 one meeting in 1999.
Corporate Responsibility Committee
The Corporate Responsibility Committee is currently composed
of Messrs. Schubert (Chairman), Burt, Davis, D'Anniballe, Doty,
Glyptis, Sturges and Wise. 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 environment, and recommends, for action by the
full Board, policies concerning those type of matters where
appropriate. The Corporate Responsibility Committee held no
meetings in 1999.
Finance and Strategic Planning Committee
The Finance and Strategic Planning Committee is currently
composed of Messrs. Whitaker (Chairman), Bozic, Burt, Davis, Doty,
Glyptis, Reins, Reitman and Wise. 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
one meeting in 1999.
Meetings and Attendance
The Board of Directors held eight regular meetings in 1999.
All directors, with the exception of Mr. Bozic, who served during
1999 attended at least 75% of the aggregate of the meetings of the
Board of Directors and Board committees occurring while they served
in 1999.
Directors' Compensation
Directors who are not officers or employees of the Company
receive an annual retainer of $25,000, $10,000 of which is in the
form of Common Stock, and the remaining $15,000 of which is payable
monthly in cash. Those directors also receive 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 each committee is
paid an additional $200 for each meeting chaired. 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. As to the portion of the
directors' retainer paid in the form of Common Stock and not
deferred, pricing is at 100% of the market price of the Common
Stock. Shares representing amounts of deferred compensation 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 supporting 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 superior 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.
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
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 consists of three basic elements--annual
compensation, long-term compensation, primarily of the incentive
variety, and retirement, savings and other welfare programs. In
its more than 16 years of operation, the Company has had a
tradition of significant equity ownership by its employees. As a
result, the emphasis for long-term compensation has been, and the
Committee believes should remain, focused on incentive programs
with values related to Company stock. Significant stock ownership
by executives aligns their interests with the Company's public and
employee stockholders. In recent years, the importance of
retirement and savings programs as well as traditional welfare
benefit plans has increased. As a result, the Compensation
Committee strives to develop and implement compensation policies
and programs with an effective balance among the various elements.
To establish compensation packages for executives, the
Compensation Committee looks first to the competitive marketplace
for executive talent in the domestic steel industry. It
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 about corporate
compensation levels and considers their recommendations. The
Compensation Committee seeks to set executive base salaries in the
lower to middle range compared to base salaries of executives in
comparable positions, and to augment those salaries with
performance awards and other compensation elements which, if
realized, would provide executive compensation in the upper middle
range. While individual circumstances may differ, for the overall
executive compensation package, the Compensation Committee intends
to provide a compensation level for Company executives that,
compared to other similarly situated companies, is in the middle
range.
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, additional performance compensation, or
bonus, for executives depended on participation in the Company-wide
Profit Sharing Plan ("Profit Sharing Plan") together, in some
cases with, individually structured awards which varied from year-
to-year. The Profit Sharing Plan generally provides that one third
of the Company's adjusted net earnings is payable to its employees
as profit sharing. For the year 1999, the Company paid profit
sharing of $15.4 million under that plan to all participating
employees. For the 1996-1998 period, the officers named in the
summary compensation table under the caption "Executive
Compensation" (the "Named Executive Officers") participated in the
long-term incentive plan described below. As a result, they were
not eligible to participate in the Profit Sharing Plan. For 1999,
the Named Executive Officers together with certain other executives
did not participate in the Profit Sharing Plan.
Furthermore, upon the recommendation of the chief executive
officer, the Compensation Committee approved awards to the other
Named Executive Officers of the additional cash bonuses for 1999 as
shown in the summary compensation table. The Committee approved
these awards primarily to recognize those senior officers'
contributions to the factors discussed more fully in this report
under the heading "Compensation of Chief Executive Officer". In
approving the awards, the Committee also considered carefully data
supplied by its management compensation consultants concerning the
competitive marketplace for executive talent. The awards made for
1999 in part were intended to recognize the adverse economic
factors which were beyond the control of and which adversely
affected the compensation of the Company's senior executives which
had arisen over the last several years.
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 or some combination of those elements.
Long-term Incentive Compensation.
For 1996-1998, the Compensation Committee implemented a long-
term performance incentive plan ("PIP") to serve as the primary
means of executive long-term, performance based incentive
compensation. For 1997 and 1998, participation in the PIP included
the Chief Executive Officer, the other Named Executive Officers,
and approximately 230 other executives and managers.
The PIP focused on pre-established financial and operational
goals as the basis for incentive awards and aligned 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 PIP had higher threshold and maximum reward levels than its
predecessor annual program. Under the PIP, total incentive awards
were separated into annual and multi-year components, with the
latter representing a majority of the overall award opportunity.
The annual component was earned only for those years in which the
applicable operating standards for that particular year, such as
safety improvement, delivery performance or customer satisfaction,
were met. The multi-year component was based on measuring the
Company's adjusted operating income improvement from the last
fiscal quarter of 1995 to the first fiscal quarter of 1999.
The multi-year component target was not met following the
close of the three year period, as a result of which multi-year
portions of the PIP award program were not paid. Payment of awards
for the annual components only were paid during January 2000.
The Compensation Committee has designed and implemented a new
long-term incentive program for the years 2000-2002. The plan
aligns awards with the Company's return on gross assets ("ROGA").
Such a plan is designed to focus Company managers on creating
sustainable value for the stockholders measured by cash returns on
invested capital. The Committee considers the ROGA standard more
appropriate in today's business environment than the measurement
factors used in the former PIP.
In addition, long-term incentive compensation for Company
executives historically has included awards of stock options.
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. 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 PIP or its replacement plan.
The Company's 1987 Stock Option Plan (the "1987 Option Plan"),
which allowed for the granting of options on up to 750,000 shares
of Common Stock, was extended in 1997 for an additional term of 10
years; however, 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 (most of which
were for ten year terms) lapse unexercised. Thus, the 1987 Option
Plan will not have any broad scale role in providing long-term,
equity based incentive compensation value to executives.
The Company's 1998 Stock Option Plan (the "1998 Option Plan")
allows for 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 inception of the
plan in 1998, the Committee converted stock appreciation rights
granted in 1997 to senior executives, including the Named
Executives, into grants of options to acquire the Company's Common
Stock. These option grants carry special incentive provisions.
According to the provisions, the options are exercisable only on
the last day of a five year period. 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. Although not required, future option
grants under the 1998 Plan may be made with similar types of
conditions as the Compensation Committee deems best to incentivize
executives. As a result of increased trading prices for the
Company's Common Stock in recent months, 60% of the options granted
under the 1998 Option Plan vested in February 2000 and the
remaining 40% vested in March 2000.
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.
Mr. Riederer has served as Chief Executive Officer of the
Company since 1995 and as President from 1995 through March 21,
2000. Mr. Riederer has an employment agreement with the Company
providing for the following significant items: (i) an annual base
compensation of $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)
continued participation in certain incentive plans; (iv) 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.
For 1999, the Compensation Committee awarded Mr. Riederer a
special cash bonus of $875,000, which is included in the summary
compensation table under the caption "Executive Compensation"
elsewhere in this Proxy Statement. In Mr. Riederer's case, the
Committee intended the award to be a one-time, special recognition
of the increased value to the Company and its stockholders
resulting from Mr. Riederer's accomplishments as Chief Executive
Officer, particularly during the past two fiscal years. In that
regard, the Committee specifically considered Mr. Riederer's role
in developing and realizing value for stockholders through the sale
of a portion of the Company's interest in its MetalSite L.P. e-
commerce venture in 1999, a transaction which resulted in the
Company's receipt of net cash proceeds of $170.1 million,
significantly enhancing its cash resources and strategic
flexibility. The Committee also noted the influence Mr. Riederer's
leadership provided the senior management team which has improved
the Company's results of operations and financial condition by
diversifying its business through joint ventures, implementing
operating cost reductions and inventory control improvements,
obtaining new sources of financing, and renewing manufacturing and
financial control systems to enhance the Company's competitive
position. The Committee also believed it was appropriate to
recognize through the award Mr. Riederer's central leadership role
during the trade crisis of 1998-1999 promoting the Company's
competitive interests through protective fair trade actions against
illegally dumped imports and his involvement on behalf of the
Company in the political process for fair trade.
The Compensation Committee believes that Mr. Riederer's
overall compensation package is consistent with the policies
described elsewhere in this report.
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
Robert S. Reitman, Chairman
Michael Bozic
Richard F. Schubert
Ronald C. Whitaker
D. Leonard Wise
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 eight companies that, when combined with the
Company, represent (in terms of net tonnage shipped) the nine
largest, publicly traded domestic integrated steelmakers, namely:
U.S. Steel Group of USX Corporation, Bethlehem Steel Corporation,
LTV Corporation, National Steel Corporation, Ispat Inland, Inc., AK
Steel Holding Corporation, Rouge Industries, Inc., and WHX
Corporation. The calculated return assumes the reinvestment of all
dividends. The data used to construct the peer group includes the
performance of National Steel Corporation, LTV Corporation, 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>
1994 100.00 100.00 100.00
1995 45.83 86.52 137.58
1996 38.89 78.63 169.17
1997 29.86 71.72 225.60
1998 17.36 51.12 290.08
1999 75.69 63.84 351.12
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 15, 2000, 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, 9,338,509 (1) 22.3%
as Trustee under the 1984 ESOP
21 Twelfth Street
Wheeling, WV 26003
Wendell W. Wood 3,752,000 (2) 9.00%
P.O. Box 5548
Charlottesville, VA 22905
John W. Adams, et al* 3,059,000 (2) 7.32%
885 Third Avenue, 34th floor
New York, NY 10022
Dimensional Fund Advisors, Inc. 2,413,950 (2) 5.78%
1299 Ocean Avenue, 11th floor
Santa Monica, CA 90401
</TABLE>
<TABLE>
<CAPTION>
Convertible Preferred Stock
Share
Name and address of beneficial owner Amount Percent of class
<S> <C> <C>
United National Bank, 1,585,638(3) 98.1%
as Trustee under the 1989 ESOP
21 Twelfth Street
Wheeling, WV 26003
<FN>
(1) All shares have been allocated to the accounts of participants
in the 1984 ESOP consisting of approximately 6,014 employees and
former employees of the Company. Participants generally have full
voting but limited dispositive power over securities allocated to
their accounts.
(2) Based on Schedules 13D filed by the named beneficial owners
with the SEC. *John W. Adams, et al, filed a Schedule 13G on April 20,
2000 listing the holdings at 3,701,600 shares or 8.9% of the class.
(3) Includes 1,495,638 shares allocated to the accounts of
participants in the 1989 ESOP consisting of approximately 6,861
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 15, 2000, 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, 1998), 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 69,396(2)(4) * - -
Richard R. Burt 28,577(2) * - -
Robert J.D'Anniballe 10,465(4) - - -
Jr.
Earl E. Davis 459,512(3) * 691 *
George E. Doty, Jr. 13,465(2)(4) - - -
Mark G. Glyptis 3,719 * 421 *
Mark E. Kaplan 320,000(3) * 284 *
Narendra Pathipati 444,500(3) * 705 *
Ralph E. Reins 30,465(4) - - -
Robert S. Reitman 31,042(2)(4) * - -
Richard K. Riederer 675,275(3) * 1,065 *
David L. Robertson 445,800(3) * 288 *
Richard F. Schubert 11,765(4) * - -
Thomas R. Sturges 37,678(2)(4) * - -
Ronald C. Whitaker 79,931(2)(4) * - -
D. Leonard Wise 9,419(4) - - -
All directors and 3,877,418(5) 9.3% 6,676 *
executives as
a group(20 persons)
<FN>
(1) An asterisk in this column indicates ownership of less than
1%.
(2) Includes 57,039, 28,577, 13,465, 31,042, 30,294, and 77,931
shares credited to the accounts of Messrs. Bozic, Burt,
Doty, Reitman, Sturges, 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. Davis 437,500, Kaplan 315,000, Pathipati 437,500,
Riederer 607,500, and Robertson 435,500.
(4) Includes stock credited for 1999 directors' fees
(5) Includes 3,351,500 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
Securities underlying
Name & Principal Position Year Salary Bonus(1) Other Annual Options/(SARS)
($) ($)Compensation(2) (3)
(#)
<S> <C> <C> <C> <C> <C>
Richard K. Riederer 1999 $435,000 $875,000 $422,600 -
President, & Chief 1998 425,000 54,167 349,626 -
Executive Officer 1997 375,000 54,167 321,658 517,500
David L. Robertson 1999 $240,000 $245,000 $ 56,825 -
Executive Vice President- 1998 231,795 19,507 56,183 -
Human Resources and Law 1997 213,981 17,535 42,960 402,500
Earl E. Davis 1999 $240,000 $245,000 $ 47,917 -
Executive Vice President- 1998 225,006 19,507 43,759 21,000
Commercial 1997 198,754 35,069 30,103 402,500
Narendra M. Pathipati 1999 $189,756 $245,000 $ 12,074 -
Sr. Vice President 1998 183,567 30,966 11,457 21,000
Corporate Development 1997 156,086 55,064 7,037 402,500
& Strategy
Mark E. Kaplan 1999 $180,792 $210,000 $ - 99,750 -
Vice President-Informa- 1998 152,986 22,301 - -
tion Technology & 1997 129,374 14,736 - 201,250
Controller
<CAPTION>
All other compensation(4)
<S> <C> <C>
Richard K. Riederer 1999 $ -
1998 219
1997 330
David L. Robertson 1999 -
1998 218
1997 330
Earl E. Davis 1999 -
1998 219
1997 330
Narendra M. Pathipati 1999 -
1998 219
1997 330
Mark E. Kaplan 1999 -
1998 208
1997 259
_______________________
<FN>
(1) Payment of the annual awards component of the amended PIP for
1996 through 1998 was made in January 2000. Bonuses for the
year 1999 were paid in February 2000 as reported in the
"Report of the Management Development and Compensation
Committee on Executive 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. Aggregate amounts of
perquisites and other personal benefits that are the lesser of
$50,000 or 10% of each of the respective Named Executive
Officer's combined salary and bonuses, have been omitted from
the table in accordance with Securities and Exchange
Commission rules.
(3) For 1998, the figures shown reflect option grants under the
1987 Option Plan. For 1997, the figures reflect option grants
under the 1998 Option Plan which replaced stock appreciation
rights granted in 1997.
(4) Amounts reported represent contributions made by the
Company on behalf of the Named Executive Officers
pursuant to the terms of the 1989 ESOP.
</TABLE>
Option/SAR Grants
The following table sets forth information about stock options
and/or stock appreciation rights (SARs) granted during 1999 to the
Named Executive Officers.
Option/SAR Grants in last fiscal year - Individual Grants
<TABLE>
<CAPTION>
Name Options %of Total Exercise or Expiration Grant Date
Granted Options Base Price Date Present Value
In 1999#(1) Granted to ($)(2)
Employees
<S> <C> <C> <C> <C> <C>
R.K.Riederer none
D.L.Robertson none
E.E. Davis none
N.M. Pathipati none
M.E. Kaplan 99,750 35.8% $3.88 6/18/02 $190,523
<FN>
(1)Options granted to Mr. Kaplan pursuant to the 1998 Option Plan were granted
at a price of $3.88, with an expiration date of June 18, 2002. The options were
subject to an accelerated vesting schedule based on the Common Stock prices.
These options were 60% vested in February 2000, with the remaining 40% vested in
March 2000.
(2) The Company used the Black-Scholes Option Valuation Method to determine the
grant date present value of 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 6.25%; a dividend yield of 0%;
volatility of 0.76, calculated using monthly stock returns for the 36 month
period preceding the stock option award; a stock price at the date of grant of
$4.00; an option exercise price of $3.88; and a three year term (expected life
2.5 years). The valuation of a stock option under the Black-Scholes model
applying the preceding assumptions was $1.91.
</TABLE>
Option/SAR Exercises/Outstanding Options and Year-End Values
The following table sets forth information regarding the
exercise of stock options and SARs during 1999 and the unexercised
options/SARs held as of the end of the 1999 fiscal year by the
Named Executive Officers. No options/SARs were exercised by any of
the Named Executive Officers during 1999.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
Number of Value of
Securities underlying
Unexercised Unexercised
Options/SARS In-the-Money
at Fiscal Options/SARS
Year end at Fiscal Year-
(#) End ($)
- --------------------------------------------------------------------------
Name Shares Value Exercisable/ Exercisable/
Acquired on Realized Unexercisable Unexercisable
Exercise ($) (1) (2)
(#)
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
R.K. Riederer - - 90,000/517,500 $97,500/$1,517,569
D.L. Robertson - - 33,000/402,500 $142,313/$1,180,331
E.E. Davis - - 28,000/409,500 $51,555/$1,206,109
N.M. Pathipati - - 28,000/409,500 $51,555/$1,206,109
M.E. Kaplan - - 14,000/301,000 $60,375/$ 882,683
- ---------------------------------------------------------------------------
<FN>
(1) The figures shown represent options granted under the 1987
Option Plan and the 1998 Option Plan. Of the options granted under
the 1998 Option Plan, 60% became exercisable on February 3, 2000,
and the remaining 40% on March 27, 2000.
(2) The "Value of Unexercised In-the-Money Options/SARs at Fiscal
Year-End" is equal to the difference between the closing price
($6.8125 per share) of the Company's Common Stock on the New York
Stock Exchange on its last trading day in 1999 (December 31, 1999)
and the exercise price ($4.375 for the options granted in 1995,
$2.50 for the options granted in 1996, $3.88 for the options
granted in 1998) times the number of shares underlying the options.
On February 3, 2000 and March 27, 2000, the closing price of the
Common Stock was $7.0625 and $9.00, respectively.
</TABLE>
EMPLOYMENT AGREEMENTS WITH CERTAIN EXECUTIVES
Mr. Riederer, 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. Davis, Kaplan, Pathipati and Robertson have employment
agreements with the Company which require the Company to pay 24
months compensation in a lump sum within 10 days of the termination
date if such agreements are terminated by the Company without
cause.
<TABLE>
<CAPTION>
PENSION PLAN
PENSION PLAN TABLE
Years of Service
Final Average 15 20 25 30 35
Earnings
<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
600,000 297,000 330,000 330,000 330,000 357,000
</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, 1999
for the purpose of calculating retirement benefits under the SERPs
was as follows: Mr. Riederer: 10.92 years; Mr. Robertson: 11.25
years; Mr. Davis: 29.58 years; Mr. Pathipati: 9.92 years; Mr.
Kaplan: 4.25 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 2001 Annual Meeting of Stockholders, proposals
from stockholders should be sent to the Company, in care of its
Secretary, at its executive offices located at 400 Three Springs
Drive, Weirton, West Virginia 26062. Proposals must be received by
the Company no later than 5:00 pm local time on December 29, 2000.
The Company strongly urges stockholders to choose a form of
transmission, such as certified mail or courier delivery service,
that will permit them to obtain proof of timely receipt given by
the authorized Company officer.
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 at the above address.
By Order of the Board of
Directors,
/s/Richard K . Riederer
Richard K. Riederer,
Chief Executive Officer
Weirton, West Virginia
April 24, 2000
CONFORMED COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 1999 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.
APPENDIX A.
WEIRTON STEEL CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
I. DEFINITIONS
Account means the Employee Stock Purchase Plan Account established
for a Participant under Section IX hereunder.
Board of Directors shall mean the Board of Directors of the
Company.
Code shall mean the Internal Revenue Code of 1986, as amended.
Committee shall mean the Stock Purchase Plan Committee appointed
and acting in accordance with the terms of the Plan.
Common Stock shall mean shares of the Company's Common Stock, par
value $.01 per share, and any security into which such stock shall
be converted or shall become by reason of changes in its nature
such as by way of recapitalization, reclassification, changes in
par value, merger, consolidation or similar transaction.
Company shall mean Weirton Steel Corporation, a Delaware
corporation. When used in the Plan with reference to employment,
Company shall include subsidiaries.
Compensation shall mean the total cash compensation paid to an
Eligible Employee by the Company, as reportable on IRS Form W-2
(excluding for purposes of the Plan any amount received during an
individual's probationary period following his initial employment
with the Company), plus any amounts paid to an Employee by the
Company under a sickness and accident program or salary
continuation program as includible in such Eligible Employee's
gross income under Section 104(a)(3) of the Code and any reductions
from an Eligible Employee's compensation under the Company's Tax
Deferred Savings Plan.
Effective Date shall mean July 1, 2000.
Eligible Employees shall mean only those persons who, as of the
first day of a Purchase Period, are Employees who have completed at
least six months of service (as defined in the Retirement Plan) and
who are not, as of the day preceding the first day of the Purchase
Period, deemed for purposes of Section 423(b)(3) of the Code to own
stock possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company.
Employees shall mean all persons who are employed by the Company in
a non-probationary capacity as common-law employees excluding
persons who have been employed less than six months, where
customary employment is for not more than five months in a calendar
year who have not incurred a Termination of Service.
Exercise Date shall mean the last day of a Purchase Period;
provided, however, that if such date is not a business day,
Exercise Date shall mean the next preceding business day.
Participant shall mean an Eligible Employee who elects to
participate in the Plan under Section VII hereunder.
Plan shall mean the Weirton Steel Corporation 2000 Employee Stock
Purchase Plan, as set forth herein and as amended from time to
time.
Purchase Period shall mean a period or periods of 12 months
commencing on the Effective Date and on the anniversaries thereof;
with the exception of the first purchase period which will be July
1, 2000 through December 31, 2000; and the succeeding purchase
periods shall be January 1, 2001-December 31, 2001; January 1,
2002-December 31, 2002; January 1, 2003-December 31, 2003; and
January 1, 2004-December 31, 2004.
Retirement shall mean any retirement event specified in the
Retirement Plan.
Retirement Plan means the Company's retirement plan under which a
Participant is covered.
Subsidiary shall mean any corporation which is a subsidiary of the
Company within the meaning of Section 425(f) of the Code.
Termination of Service shall mean the earliest of the following
events with respect to a Participant: his Retirement, death, quit,
discharge or break in continuous service (as defined in the
Retirement Plan).
The masculine gender includes the feminine, the singular
number includes the plural and the plural number includes the
singular unless the context otherwise requires.
II. PURPOSE
It is the purpose of this Plan to provide a means whereby
Eligible Employees may purchase
Common Stock through payroll deductions. It is intended to provide
a further incentive for Employees to promote the best interests of
the Company and to encourage stock ownership by Employees in order
to participate in the Company's economic progress.
It is the intention of the Company to have the Plan qualify as
an 'employee stock purchase plan' within the meaning of Section 423
of the Code and the provisions of the Plan shall be construed in a
manner consistent with the Code.
III. ADMINISTRATION
The Plan shall be administered by a Committee selected by the
Board of Directors from
among its members, which shall consist of not less than three
persons who are (and shall remain Committee members only so long as
they continue to be ) non-employee directors as defined in Rule
16b-3 under the Securities Exchange Act of 1934. The Committee
shall have authority to make rules and regulations for the
administration of the Plan, and its interpretation and decisions
with regard thereto shall be final and conclusive.
IV. SHARES
There shall be 1,000,000 shares of Common Stock reserved for
issuance to and purchase by
Participants under the Plan, subject to adjustment in accordance
with Section XXI hereof. The shares of Common Stock subject to the
Plan shall be either shares of authorized but unissued Common Stock
or shares of Common Stock reacquired by the Company. Shares of
Common Stock involved in any unexercised portion of any terminated
option may again be subject to options to purchase granted under
the Plan.
V. PURCHASE PRICE
The purchase price per share of the shares of Common Stock
sold to Participants under this Plan for any Purchase Period shall
be the lesser of (a) 85% of the fair market value of a share of
Common Stock on the first day of such Purchase Period, or (b) 85%
of the fair market value of a share of Common Stock on the Exercise
Date of such Purchase Period.
If the Common Stock is quoted on the National Association of
Securities Dealers Automated Quotation System ('NASDAQ'), the fair
market value shall be deemed to be the mean between the last quoted
bid and asked prices on NASDAQ on the date immediately preceding
the applicable date, or if not quoted on that day, then the last
preceding date on which such stock is quoted. If the Common Stock
is listed on one or more national securities exchanges, the fair
market value shall be deemed to be the mean between the highest and
lowest sale prices reported on the principal national securities
exchange on which such stock is listed and traded on the date
immediately preceding the applicable date, or, if there is no such
sale on that day, then on the last preceding date on which such a
sale was reported.
VI. GRANT OF OPTION OF PURCHASE SHARES
Each Eligible Employee shall be granted an option effective on
the first day of each Purchase
Period to purchase a number of full shares of common stock (subject
to adjustment as provided in Section XXI). The maximum number of
shares an Eligible Employee shall be eligible to purchase for any
Purchase Period is $25,000 divided by 85% of the fair market value
of a share of Common Stock on the first day of the Purchase Period.
Anything herein to the contrary notwithstanding, if, as of the
first day of a Purchase Period, any Eligible Employee entitled to
purchase shares hereunder would be deemed for the purposes of
Section 423(b)(3) of the Code to own stock (including any number of
shares which such person would be entitled to purchase hereunder)
possessing 5% or more of the total combined voting power or value
of all classes of stock of the Company, the maximum number of
shares which such person shall be entitled to purchase pursuant to
the Plan shall be reduced to that number which when added to the
number of shares of stock of the Company which such person is so
deemed to own (excluding any number of shares which such person
would be entitled to purchase hereunder), is one less than such 5%.
VII. ELECTION TO PARTICIPATE
An Eligible Employee may elect to become a Participant
in this Plan by completing a 'Stock Purchase Agreement' form prior
to the first day of the Purchase Period. In the Stock Purchase
Agreement, the Eligible Employee shall authorize regular payroll
deductions from his Compensation subject to the limitations in
Section VIII below. Options granted to Eligible Employees who fail
to authorize payroll deductions will automatically lapse. If a
Participant's payroll deductions allow him to purchase fewer than
the maximum number of shares of Common Stock to which his option
entitles him, the option with respect to the shares which he does
not purchase will lapse as of the last day of the Purchase Period.
VIII. PAYROLL DEDUCTIONS
An Eligible Employee may authorize payroll deductions
from his Compensation for each payroll period of a specified
percentage of such Compensation, not less than 1% and not more than
15%, in multiples of 1/2%.
The amount of payroll deduction shall be established at the
beginning of a Purchase Period
and may not be altered, except for complete discontinuance under
Section XI, XIII or XIV hereunder.
IX. EMPLOYEE STOCK PURCHASE ACCOUNT
An Employee Stock Purchase Account will be established
for each Participant in the Plan. Payroll deductions made under
Section VIII will be credited to the individual Accounts. No
interest will be credited on any amount credited to a Participant's
Account.
X. PURCHASE OF SHARES
If, as of any Exercise Date, there is credited to the
Account of a Participant an amount at least equal to the purchase
price of one share of Common Stock for the current Purchase Period,
as determined in Section V, the Participant shall buy and the
Company shall sell at such price the largest number of whole shares
of Common Stock which can be purchased with the amount in his
Account.
Any balance remaining in a Participant's Account at the
end of a Purchase Period will be carried forward into the
Participant's Account for the following Purchase Period. In no
event will the balance carried forward be equal to or exceed the
purchase price of one share of Common Stock as determined in
Section V above. Notwithstanding the foregoing provisions of this
paragraph, if as of any Exercise Date the provisions of Section XV
are applicable to the Purchase Period ending on such Exercise Date,
and the Committee reduces the number of shares which would
otherwise be purchased by Participants on such Exercise Date, the
entire balance remaining credited to the Account of each
Participant after the purchase of the applicable number of shares
of Common Stock on such Exercise Date shall be refunded to each
such Participant.
Anything herein to the contrary notwithstanding, no
Participant may, in any calendar year, purchase a number of shares
of Common Stock under this Plan which, together with all other
shares of Common Stock which he may be entitled to purchase in such
year under all other employee stock purchase plans of the Company
and all subsidiaries which meet the requirements of Section 423(b)
of the Code, have an aggregate fair market value (measured as of
the first day of the Purchase Period) in excess of $25,000. The
limitation described in the preceding sentence shall be applied in
a manner consistent with Section 423(b)(8) of the Code.
Anything herein to the contrary notwithstanding, the
maximum number of shares of Common Stock which may be purchased by
all Participants during any Purchase Period shall not exceed
200,000, subject to adjustment in accordance with Section XXI
hereof. In the event Participants purchase less than the aforesaid
maximum number of shares during any Purchase Period, the balance of
such maximum number of shares for such Purchase Period shall be
available for purchase in succeeding Purchase Periods until
purchased.
XI. WITHDRAWAL
A Participant may withdraw from the Plan at any time
prior to the Exercise Date of a Purchase Period by filing a notice
of withdrawal. Upon a Participant's withdrawal, the payroll
deductions shall cease for the next payroll period and the entire
amount credited to his Account shall be refunded to him. Any
Participant who withdraws from the Plan may again become a
Participant hereunder at the start of the next Purchase Period in
accordance with Section VII.
XII. HOLDING PERIOD; ISSUANCE OF STOCK CERTIFICATES
The shares of Common Stock purchased by a Participant
shall, for all purposes, be deemed to have been issued and sold at
the close of business on the Exercise Date. Prior to that date,
none of the rights or privileges of a stockholder of the Company
shall exist with respect to such shares.
Unless otherwise determined by the Committee prior to
the beginning of a Purchase Period, each Stock Purchase Agreement
shall provide that, with respect to each Purchase Period, the
Participant shall not, for a period (the 'Holding Period')
commencing on the Exercise Date of such Purchase Period and ending
on the second anniversary of such Exercise Date, (unless such
Participant has obtained the prior written consent of the Company
to sell, transfer or otherwise dispose of the shares purchased on
the exercise date). Certificates representing shares of Common
Stock acquired under the Plan shall be held by the Company and
delivered to Participants only upon (A) the expiration (or earlier
termination at the discretion of the Company) of the Holding
Period, or (B) the Termination or occurrence of either of the
events described in clauses (A) or (B) above, and deliver, to or
for the account of the Participant a certificate representing the
shares of Common Stock acquired by such Participant during such
Purchase Period, provided that the Company may condition delivery
of a certificate upon the agreement of such Participant to allow
certain federal income tax withholdings as may be required to be
made by the Company under applicable law. A certificate shall be
registered either in the Participant's name or jointly in the names
of the Participant and his spouse, as the Participant shall
designate in his Stock Purchase Agreement. Such designation may be
changed at any time by filing notice thereof.
XIII. TERMINATION OF SERVICE
(A) Upon a Participant's Termination of Service for any
reason other than Retirement or death, no payroll deduction may be
made from any Compensation due him as of the date of his
Termination of Service and the entire balance credited to his
Account shall be automatically refunded to him.
(B) Upon a Participant's Retirement, no payroll deduction
shall be made from any Compensation due him as of the date of his
Retirement. Such a Participant may, prior to Retirement, elect:
(1) to have the entire amount credited to his Account as of
the date of his Retirement refunded to him, or
(2) to have the entire amount credited to his Account held
therein and utilized to purchase shares on the Exercise Date
as provided in Section X.
(C) Upon the death of a Participant, no payroll deduction
shall be made from any Compensation due him at time of death, and
the entire balance in the deceased Participant's Account shall be
paid to the Participant's designated beneficiary, or otherwise to
his estate.
XIV. TEMPORARY LAYOFF, AUTHORIZED LEAVE OF ABSENCE, DISABILITY
Payroll deductions shall cease during a period of
absence without pay from work due to a Participant's temporary
layoff, authorized leave of absence, disability or for any other
reason. If such Participant shall return to active service prior
to the Exercise Date for the current Purchase Period, payroll
deductions shall be resumed in accordance with his prior
authorization.
If the Participant shall not return to active service prior to
the Exercise Date for the current Purchase Period, the balance of
his Stock Purchase Account will be used to purchase shares on the
Exercise Date as provided in Section X, unless the Participant
elects to withdraw from the Plan in accordance with Section XI.
XV. PROCEDURE IF INSUFFICIENT SHARES AVAILABLE
In the event that on any Exercise Date the aggregate
funds available for the purchase of shares of Common Stock pursuant
to Section X hereof would result in purchases of shares in excess
of the number of shares of Common Stock then available for purchase
under the Plan, the Committee shall proportionately reduce the
number of shares which would otherwise be purchased by each
Participant on the Exercise Date in order to eliminate such excess,
and the provisions of the second paragraph of Section X shall
apply.
XVI. RIGHTS NOT TRANSFERABLE
The right to purchase shares of Common Stock under this
Plan is exercisable only by the Participant during his lifetime and
is not transferable by him. If a Participant attempts to transfer
his right to purchase shares under the Plan, he shall be deemed to
have requested withdrawal from the Plan and the provisions of
Section XI hereof shall apply with respect to such Participant.
XVII. NO OBLIGATION TO EXERCISE OPTION
Granting of an option under this Plan shall impose no
obligation on the Eligible Employee to exercise such option.
XVIII. NO GUARANTEE OF CONTINUED EMPLOYMENT
Granting of an option under this Plan shall imply no right of
continued employment with the
Company for any Eligible Employee.
XIX. NOTICE
Any notice which an Eligible Employee or Participant
files pursuant to this Plan shall be in writing and shall be
delivered personally or by mail addressed to the Stock Purchase
Plan Committee, c/o Weirton Steel Corporation, 400 Three Springs
Drive, Weirton, WV 26062.
XX. REPURCHASE OF STOCK
The Company shall not be required to repurchase from
any Participant shares of Common Stock acquired under this Plan.
XXI. ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.
The aggregate number of shares of Common Stock which
may be purchased pursuant to options granted hereunder, the number
of shares of Common Stock covered by each outstanding option, and
the purchase price thereof for each such option shall be
appropriately adjusted for any increase or decrease in the number
of outstanding shares of Common Stock resulting from a stock split
or other subdivision or consolidation of shares of Common Stock or
for other capital adjustments or payments of stock dividends or
distributions or other increases or decreases in the outstanding
shares of Common Stock affected without receipt of consideration of
the Company.
Subject to any required action by the stockholders, if
the Company shall be the surviving corporation in any merger,
reorganization or other business combination, any option granted
hereunder shall cover the securities or other property to which a
holder of the number of shares of Common Stock would have been
entitled pursuant to the terms of the merger. If the Company is not
the surviving entity in any merger, reorganization or other
business combination or in the event of the dissolution or
liquidation of the Company, every option outstanding hereunder
shall terminate.
The foregoing adjustments and the manner of application
of the foregoing provisions shall be determined by the Committee in
its sole discretion. Any such adjustment shall provide for the
elimination of any fractional share which might otherwise become
subject to an option.
XXII. AMENDMENT OF THE PLAN
The Board of Directors may, without the consent of the
Participants, amend the Plan at any time, provided that no such
action shall adversely affect options theretofore granted
hereunder, and provided that no such action by the Board of
Directors, without approval of the Company's stockholders, may:
(A) increase the total number of shares of Common Stock which
may be purchased by all Participants, except as contemplated
in Section XXI;
(B) change the class of Employees eligible to receive options
under the Plan;
(C) decrease the minimum purchase price under Section V;
(D) extend a Purchase Period hereunder; or
(E) extend the term of the Plan.
XXIII. TERM OF THE PLAN
The Plan shall become effective as of the Effective
Date upon its adoption by the Board of Directors, provided that it
is approved by the affirmative vote of majority of the Company's
voting stock at a meeting of stockholders of the Company duly held
within 12 months after the date of adoption by the Board of
Directors. The Plan shall continue in effect through December 31,
2004, unless terminated prior thereto pursuant to Section XV or XXI
hereof. Notwithstanding the foregoing, The Board of Directors
shall have the right to terminate the Plan at any time effective as
of the next succeeding Exercise Date. In the event of the
expiration of the Plan or its termination, outstanding options
relating to the then current Purchase Period shall not be affected
except to the extent provided in Section XV, and any remaining
balance credited to the Account of each Participant as of the
applicable Exercise Date shall be refunded to each such
Participant.
PROXY CARDS
(front)
COMMON STOCK WEIRTON STEEL CORPORATION CONVERTIBLE VOTING
1984 and 1989 Employee Stock
PREFERRED STOCK
Ownership Plans
CONFIDENTIAL PARTICIPANT INSTRUCTION FORM
for
Annual Meeting of Stockholders, May 24, 2000
To United National Bank, as Trustee:
The undersigned participant in the Weirton Steel Corporation
1984 and/or 1989 Employee Stock Ownership Plans (the "ESOPs")
hereby instructs you to vote, as specified, in person or by proxy,
all shares of Common Stock, par value $.01 per share, and
Convertible Voting Preferred Stock, Series A, par value $.10 per
share, if any, allocated to the undersigned's accounts which you
are entitled to vote at the Annual Meeting of Stockholders of
Weirton Steel Corporation to be held on May 24, 2000, at the
Serbian-American Cultural Center, 1000 Colliers Way, Weirton, WV,
and at any and all adjournments or postponements thereof.
(back)
I. I. DIRECTORS: Class I: Michael Bozic, Richard R. Burt, Richard K.
Riederer and Thomas R. Sturges.
[ ] FOR All [ ] WITHHOLD All [ ] For All Except
_____________________
Nominee Exception(s)
Instruction: To withhold authority to vote for any individual
nominee, mark the oval 'For all Except' and write that nominee's
name in the space provided.
II. AUDITORS
Ratification of the appointment of Arthur Andersen LLP as the
Company's independent accountants for the fiscal year
ending December 31, 2000.
[ ] FOR [ ] AGAINST
III. PROPOSAL
To consider a Year 2000 Employee Stock Purchase Plan for up to
1.0 million shares.
[ ] FOR [ ] AGAINST
IV. OTHER MATTERS
Considering and acting upon any other matters which may
properly come before the meeting or any adjournment
thereof.
If this card is properly executed and dated, shares will be
voted as 'instructed shares' in accordance with the above
directions. If no direction is specified, all shares covered by
this form will be considered 'uninstructed shares' under the ESOPs
to be voted in the same FOR and AGAINST proportion as are directed
by all other ESOP Participants.
Signature Date
Signature Date
Sign exactly as name(s) appear hereon.
Important:
When signing as attorney,
executor, administrator, trustee,
guardian, or corporate officer,
please give your full title
as such. For joint accounts, all
co-owners must sign.
TO BE INCLUDED IN THE TRUSTEE'S CALCULATION,THIS FORM MUST BE RECEIVED BY 5:00
PM, MAY 22, 2000.
(front)
PROXY WEIRTON STEEL CORPORATION
COMMON STOCK
Annual Meeting of Stockholders, May 24, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of WEIRTON STEEL CORPORATION
hereby appoints Richard R. Burt, Richard K. Riederer and William R.
Kiefer, and each or any one of them, as the true and lawful
attorneys, agents and proxies of the undersigned with full power of
substitution and resubstitution for and in the name of the
undersigned, to vote as set forth below all shares of Common Stock,
par value $.01 per share, of WEIRTON STEEL CORPORATION which the
undersigned may be entitled to vote at the Annual Meeting of
Stockholders to be held on May 24, 2000 at the Serbian-American
Cultural Center, 1000 Colliers Way, Weirton, WV, and at any and all
adjournments or postponements thereof, with all powers which the
undersigned would possess if personally present.
(back)
I. DIRECTORS: Class I: Michael Bozic, Richard R. Burt, Richard K.
Riederer and Thomas R. Sturges.
[ ] FOR All [ ] WITHHOLD All [ ] For All Except
___________________
Nominee
Exception(s)
Instruction: To withhold authority to vote for any individual
nominee, mark the oval 'For All Except' and write that nominee's
name in the space provided.
II. AUDITORS
Ratification of the appointment of Arthur Andersen LLP as the
Company's independent accountants for the fiscal year
ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
III. PROPOSAL
To consider a Year 2000 Employee Stock Purchase Plan for up to
1.0 million shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IV. OTHER MATTERS
Considering and acting upon any other matters which may
properly come before the meeting or any adjournment
thereof.
If this card is properly executed and dated, shares will be
voted in the manner directed herein by the undersigned.
If no direction is specified, all shares covered by this proxy
will be voted FOR Proposal I, Proposal II and Proposal III.
Sign exactly as name(s) appear hereon.
Important:
When signing as attorney, executor,
administrator, trustee,
guardian, or corporate officer, please give
your full title
as such. For joint accounts, all co-owners
must sign.
Signature: X
X
Date
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY IN THE ENVELOPE PROVIDED.
(Front)
PROXY WEIRTON STEEL CORPORATION PREFERRED
STOCK
Annual Meeting of Stockholders, May 24, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of WEIRTON STEEL CORPORATION
hereby appoints Richard R. Burt, Richard K. Riederer and William R.
Kiefer, and each or any one of them, as the true and lawful
attorneys, agents and proxies of the undersigned with full power of
substitution and resubstitution for and in the name of the
undersigned, to vote as set forth below all shares of Convertible
Voting Preferred Stock, Series A, par value $.10 per share, of
WEIRTON STEEL CORPORATION which the undersigned may be entitled to
vote at the Annual Meeting of Stockholders to be held on May 24,
2000 at the Serbian-American Cultural Center, 1000 Colliers Way,
Weirton, WV, and at any and all adjournments or postponements
thereof, with all powers which the undersigned would possess if
personally present.
(back)
I. DIRECTORS: Class I: Michael Bozic, Richard R. Burt, Richard K.
Riederer and Thomas R. Sturges.
[ ] FOR All [ ] WITHHOLD All [ ] For All Except
__________________
Nominee Exception(s)
Instruction: To withhold authority to vote for any individual
nominee, mark the oval 'For All Except' and write that nominee's
name in the space provided.
II. AUDITORS
Ratification of the appointment of Arthur Andersen LLP as the
Company's independent accountants for the fiscal year
ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
III. PROPOSAL
To consider a Year 2000 Employee Stock Purchase Plan for up to
1.0 million shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IV. OTHER MATTERS
Considering and acting upon any other matters which may
properly come before the meeting or any adjournment thereof.
If this card is properly executed and dated, shares will be
voted in the manner directed herein by the undersigned.
If no direction is specified, all shares covered by this
proxy will be voted FOR Proposal I, Proposal II and
Proposal III.
Sign exactly as name(s) appear hereon.
Important:
When signing as attorney, executor,
administrator, trustee,
guardian, or corporate officer, please give
your full title
as such. For joint accounts, all co-owners
must sign.
Signature: X
X
Date
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY IN THE ENVELOPE PROVIDED.
