-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZGx31ecjhE1SCOJ0WUL0yJoRZLUPxLpFPcQRSPb67IftQOAXwLVkyj34MMfFtDOW DYqED6zQbfMnKIAewRh/Hg== 0000922423-95-000153.txt : 199507190000922423-95-000153.hdr.sgml : 19950719 ACCESSION NUMBER: 0000922423-95-000153 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950718 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEIRTON STEEL CORP CENTRAL INDEX KEY: 0000849979 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 061075442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41334 FILM NUMBER: 95554605 BUSINESS ADDRESS: STREET 1: 400 THREE SPRINGS DR CITY: WEIRTON STATE: WV ZIP: 26062 BUSINESS PHONE: 3047972000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DICKSTEIN PARTNERS INC CENTRAL INDEX KEY: 0000922415 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133537972 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 AMENDMENT NO. 1 (FINAL) TO WEIRTON STEEL 13D FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 (Final) to SCHEDULE 13D Under the Securities Exchange Act of 1934 Weirton Steel Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 948774104 (CUSIP Number) David P. Levin, Esq. Kramer, Levin, Naftalis, Nessen, Kamin & Frankel 919 Third Avenue New York, New York 10022 (212) 715-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 14, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: /_/ Check the following box if a fee is being paid with this statement: /__/ Page 1 of 13 pages SCHEDULE 13D CUSIP No. 948774104 Page 2 of 13 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN & CO., L.P. 13-3321472 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS WC 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7) SOLE VOTING POWER Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 1,220,000 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 1,220,000 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,220,000 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% (See Item 5) 14) TYPE OF REPORTING PERSON PN PAGE SCHEDULE 13D CUSIP No. 948774104 Page 3 of 13 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN FOCUS FUND L.P. 13-3746015 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS WC 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7) SOLE VOTING POWER Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 132,500 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 132,500 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,500 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (See Item 5) 14) TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 948774104 Page 4 of 13 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN INTERNATIONAL LIMITED 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS WC 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6) CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS 7) SOLE VOTING POWER Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 422,800 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 422,800 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 422,800 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% (See Item 5) 14) TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 948774104 Page 5 of 13 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN PARTNERS, L.P. 13-3544838 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7) SOLE VOTING POWER Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 1,352,500 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 1,352,500 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,352,500 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% (See Item 5) 14) TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 948774104 Page 6 of 13 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN PARTNERS INC. 13-3537972 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7) SOLE VOTING POWER Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 1,775,300 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 1,775,300 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,775,300 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% (See Item 5) 14) TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 948774104 Page 7 of 13 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MARK DICKSTEIN 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 7) SOLE VOTING POWER Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 1,775,300 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 1,775,300 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,775,300 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% (See Item 5) 14) TYPE OF REPORTING PERSON IN Amendment No. 1 (Final Amendment) to Schedule 13D This Statement amends the Schedule 13D, dated April 7, 1995 (the "Scheduled 13D"), filed by Dickstein & Co., L.P., Dickstein International Limited, Dickstein Focus Fund L.P., Dickstein Partners, L.P. Dickstein Partners Inc. and Mark Dickstein with respect to the Common Stock, $.01 par value (the "Common Stock"), of Weirton Steel Corporation (the "Company"). Notwithstanding this Amendment No. 1, the Schedule 13D speaks as of its date. Capitalized terms used without definition have the meanings ascribed to them in the Schedule 13D. I. Item 3 of the Schedule 13D, Source and Amount of Funds and Other Consideration is hereby amended by adding the following paragraph: "Since April 7, 1995 (the date the Reporting Persons filed the Schedule 13D) and without giving effect to sales of shares of Common Stock, the Reporting Persons in the aggregate acquired an additional 137,200 shares of Common Stock in the open market. Dickstein & Co. acquired 98,400 of such shares at a total cost of $747,609; Dickstein Focus acquired 12,700 of such shares at a total cost of $96,442; and Dickstein International acquired 21,400 of such shares at a total cost of $169,834. Such amounts were funded out of each entity's working capital, which may include margin loans made by brokerage firms in the ordinary course of business." -8- PAGE II. Items 5(a), 5(c) and 5(e) of the Schedule 13D, Source and Amount of Funds and Other Consideration, are hereby amended by adding the following: "(a) The Reporting Persons beneficially own an aggregate of 1,775,300 shares of Common Stock, representing approximately 4.2% of the shares of Common Stock. Dickstein & Co., L.P. owns 1,220,000 of such shares, representing approximately 2.9% of the shares outstanding, Dickstein Focus owns 132,500 of such shares, representing approximately 0.3% of such shares, and Dickstein International owns 422,800 of such shares, representing approximately 1.0% of the shares outstanding. The above-mentioned percentages are based upon an aggregate of 42,018,485 shares of Common Stock outstanding as of April 30, 1995, as reported in the Company's Quarterly Report for the quarter ended March 31, 1995. Mark Kaufman, a vice president of Dickstein Inc., is the beneficial owner of 5,000 shares of Common Stock, constituting less than 1% of the shares of Common Stock outstanding. Mr. Kaufman has sole power to vote and dispose of such shares. Arthur Wrubel, a vice president of Dickstein Inc., is the beneficial owner of 1,000 shares of Common Stock, constituting less than 1% of the shares of Common Stock outstanding. Mr. Wrubel has sole power to vote and dispose of such shares. (c) Except as set forth on Schedule II annexed hereto, none of the persons identified in Item 2 has effected any transactions in the Common Stock during the past 60 days. (e) The Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock on July 14, 1995. Accordingly, the Reporting Persons no longer have a reporting obligation under Section 13(d) of the Exchange Act, and the Reporting Persons intend not to further amend their report on Schedule 13D to reflect changes n the facts set forth herein which may occur after the date hereof." -9- SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: July 18, 1995 DICKSTEIN & CO., L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P., the general partner of Dickstein & Co., L.P. /s/ Alan Cooper Name: Alan Cooper DICKSTEIN FOCUS FUND L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P., the general partner of Dickstein Focus Fund L.P. /s/ Alan Cooper Name: Alan Cooper DICKSTEIN INTERNATIONAL LIMITED By: Alan Cooper, as Vice President of Dickstein Partners Inc., the agent of Dickstein International Limited /s/ Alan Cooper Name: Alan Cooper DICKSTEIN PARTNERS, L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P. /s/ Alan Cooper Name: Alan Cooper -10- PAGE DICKSTEIN PARTNERS INC. By: Alan Cooper, as Vice President /s/ Alan Cooper Name: Alan Cooper /s/ Mark Dickstein Mark Dickstein -11- SCHEDULE II TRANSACTIONS IN COMMON STOCK OF WEIRTON STEEL CORPORATION Shares Sold by Dickstein & Co., L.P. Number of Shares Price per Total Date Sold share Commission Proceeds 7/11/95 25,000 7.5000 1,525.00 185,975.00 7/14/95 125,000 6.4940 7,525.00 804,225.00 7/14/95 130,000 6.0678 7,825.00 780,989.00 7/14/95 20,000 5.7500 1,225.00 113,775.00 7/17/95 60,000 6.0625 3,625.00 360,125.10 7/17/95 70,000 6.0955 4,225.00 422,460.00 Shares Sold by Dickstein International, Ltd. Number of Shares Price per Total Date Sold share Commission Proceeds 7/10/95 20,000 7.7500 1,225.00 153,775.00 7/11/95 25,000 7.5000 1,525.00 185,975.00 7/14/95 45,300 6.4940 2,743.00 291,435.20 7/14/95 52,000 6.0678 3,145.00 312,380.60 7/14/95 15,200 5.7500 937.00 86,463.00 7/17/95 40,000 6.0625 2,425.00 240,075.00 7/17/95 70,000 6.0955 4,225.00 422,460.00 Shares Sold by Dickstein Focus Fund L.P Number of Shares Price per Total Date Sold share Commission Proceeds 7/14/95 4,000 6.4940 265.00 25,711.00 7/14/95 18,000 6.0678 1,105.00 108,115.40 7/14/95 10,000 5.7500 625.00 56,875.00 7/17/95 42,000 6.0955 2,545.00 253,466.00 -12- PAGE TRANSACTIONS IN COMMON STOCK OF WEIRTON STEEL CORPORATION Shares Purchased by Dickstein & Co., L.P. Number of Shares Price per Total Date Bought share Commission Cost 6/5/95 22,500 7.1250 1,375.00 161,687.50 6/7/95 25,900 7.2420 1,579.00 189,146.80 Shares Purchased by Dickstein Focus Fund L.P Number of Shares Price per Total Date Bought share Commission Cost 6/5/95 2,500 7.1250 175.00 17,987.50 6/7/95 4,000 7.2420 265.00 29,233.40 -13- -----END PRIVACY-ENHANCED MESSAGE-----