-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BBWJtmw+GFb0YuyRzj9+KkGvX31OSapSwq2zZMVDiawBUyunvYJn3d0rAA2sBuby sQm+xNHoCjxIxlYfj684cQ== 0000898431-02-000047.txt : 20020414 0000898431-02-000047.hdr.sgml : 20020414 ACCESSION NUMBER: 0000898431-02-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020215 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020226 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10244 FILM NUMBER: 02558907 BUSINESS ADDRESS: STREET 1: 400 THREE SPRINGS DR CITY: WEIRTON STATE: WV ZIP: 26062 BUSINESS PHONE: 3047972000 MAIL ADDRESS: STREET 1: 400 THREE SPRINGS DR CITY: WEIRTON STATE: WV ZIP: 26062 8-K 1 form8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2002 Weirton Steel Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-10244 06-1075442 - ---------------------------- -------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 400 Three Springs Drive Weirton, West Virginia 26062-4989 ---------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (304) 797-2000 Item 7. Financial Statements and Exhibits. c) Exhibits 99.1 Press Release dated February 15, 2002 99.2 Press Release dated February 25, 2002 Item 9. Regulation FD Disclosure On February 15, 2002, the Registrant announced its financial results for the fourth quarter ended December 31, 2001 and for the year ended December 31, 2001. A copy of the press release making such announcement is filed herewith as Exhibit 99.1. On February 25, 2002, the Registrant announced that it reached an agreement with an informal committee of noteholders representing a majority of the Registrant's outstanding senior notes on the terms of an exchange offer and consent solicitation to restructure the Registrant's long-term publicly held debt. A copy of the press release making such announcement is filed herewith as Exhibit 99.2. We are furnishing the information contained in this report, including the press releases, pursuant to Regulation FD promulgated by the Securities and Exchange Commission ("SEC"). This information is furnished pursuant to Item 9 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this report on Form 8-K and furnishing this information, we make no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD or that the information includes material investor information that is not otherwise publicly available. The information contained in this report, including the information contained in the press releases, is summary information that is intended to be considered in the context of our SEC filings and other public announcements that we may make, by press release or otherwise, from time to time. We disclaim any current intention to revise or update the information contained in this report, including the information contained in the attached exhibits, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. EXHIBIT INDEX ------------- 99.1 Press Release dated February 15, 2002 99.2 Press Release dated February 25, 2002 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 15, 2002 WEIRTON STEEL CORPORATION By: /s/ Mark E. Kaplan ---------------------------------------------- Mark E. Kaplan Senior Vice President-Finance & Administration EX-99 3 exhibit99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 WEIRTON STEEL REPORTS 2001 FOURTH QUARTER, YEAR-END FINANCIAL RESULTS FOR IMMEDIATE RELEASE February 15, 2002 WEIRTON, W.VA. - Weirton Steel Corp. today reported a 2001 fourth quarter loss of $180 million and a loss of $533 million for the year. Excluding a restructuring expense of $129 million related to an early retirement program, the net loss for the fourth quarter was $51 million. "The past several years of battling unfairly priced steel imports, coupled with the sluggish economy, adversely affected our financial results for 2001. During last year, steel selling prices were driven to their lowest levels in many years. We look forward to a positive decision by President Bush on remedies to deal with the import problem," said John H. Walker, Weirton Steel president and chief executive officer. By comparison, the company lost $60 million in 2000's fourth quarter and $85 million for the year. Net sales for the 2001 fourth quarter were $227 million on shipments of 512,900 tons, compared to $210 million on 470,800 tons shipped in the fourth quarter of 2000. Net sales for 2001 were $960 million on shipments of 2.2 million tons compared to $1.1 billion on 2.4 million tons shipped in 2000. During the 2001 fourth quarter, the company finalized a $200 million senior credit facility with Fleet Capital Corp. together with vendor financing programs and a work force reduction plan to be fully implemented by the end of the first quarter of this year. Weirton Steel also initiated the fourth part of its strategic initiative, a long-term debt restructuring plan. The 2001 fourth quarter loss of $180 million equates to $4.34 per diluted share of common stock compared to the 2000 fourth quarter loss of $85 million which equates to $2.06 per share of common stock. Weirton Steel is the seventh largest U.S. integrated steel company. (Any statement contained in this release, other than historical information, is forward-looking. A variety of factors could cause business conditions and the company's actual results and experience to differ materially from those expected by the company or expressed in the company's forward-looking statements. Additional information concerning these factors is available in the company's most recent annual report and filings with the U.S. Securities and Exchange Commission. WEIRTON STEEL CORP. MEDIA CONTACT: Gregg Warren, Director-Corporate Communications (304) 797-2828 EX-99 4 exhibit99_2.txt EXHIBIT 99.2 EXHIBIT 99.2 WEIRTON STEEL REACHES AGREEMENT WITH INFORMAL COMMITTEE OF NOTEHOLDERS FOR IMMEDIATE RELEASE February 25, 2002 WEIRTON, W.VA. - Weirton Steel Corporation announced today that the Company has reached an agreement with an informal committee of noteholders representing a majority of the Company's outstanding senior notes on the terms of an exchange offer and consent solicitation to restructure its long-term publicly held debt as part of its five-step strategic plan to provide the Company with greater overall financial stability and permit the fundamental repositioning of its business through strategic acquisitions and targeted investments. On November 1, 2001, the Company filed a registration statement regarding a proposed exchange offer and consent solicitation relating to the Company's outstanding 11 3/8% Senior Notes due 2004 and 10 3/4% Senior Notes due 2005 having an aggregate principal amount of $244 million. In late November 2001 an informal committee of senior noteholders, through its financial and legal advisors, commenced negotiations with the Company with respect to the terms of the proposed exchange. As a result of these negotiations, an agreement has been reached with the noteholders committee under which the Company will amend the terms of its exchange offer, under which tendering noteholders would receive up to $134.2 million principal amount of new senior secured notes due 2008 and up to $109.8 million in liquidation preference of a new series of convertible redeemable preferred stock. This amended offer represents up to $550 in principal amount of new senior secured notes and $450 in liquidation preference of new Series C preferred stock. The new senior secured notes will be secured by a second priority lien in the Company's hot strip mill, No. 9 tin tandem mill and tin mill assets, which are integral facilities in its downstream processing operations. Interest on the new senior secured notes will be limited in the first three years and thereafter will accrue and pay cash interest at the rate of 10%. The Series C preferred stock will not accrue or pay dividends, will be nonvoting, will be subject to mandatory redemption in 2013 at $50 per share and to redemption at the option of the Company on an accreting redemption schedule beginning in 2002, and may be convertible at the option of the Company in certain circumstances into registered common stock of the Company. Under the proposed exchange offer and consent solicitation, the Company also intends to amend certain covenants in the senior notes indentures dated 1994 and 1995. In order to make the proposed exchange offer on the modified terms, the Company plans to amend its senior credit facility with the approval of its lenders prior to commencing the exchange offer and consent solicitation. The Company's senior lenders will have a first priority lien in the hot strip mill, No. 9 tin tandem mill and tin assets. The Company plans to file an amendment to its registration statement with the Securities and Exchange Commission to reflect the agreed modifications to the terms of the exchange offer and to launch the exchange offer and consent solicitation as soon as practicable after the registration statement has been declared effective by the Securities and Exchange Commission. In addition, at the request of the Company, the City of Weirton has agreed to conduct an exchange offer and consent solicitation for its outstanding 8 5/8% Pollution Control Revenue Refunding Bonds (Weirton Steel Corporation Project) Series 1989 due 2014 under which the bondholders would receive up to $33.8 million aggregate principal amount of new 9% secured pollution control bonds due 2012. The new bonds would also be secured by a second priority lien in the Company's hot strip mill, No. 9 tin tandem mill and tin mill assets. Lehman Brothers is the Financial Advisor and Dealer Manager for the concurrent exchange offers. All inquiries and requests for documents should be directed to Lehman Brothers Inc., 745 7th Avenue, 3rd Floor, New York, NY 10019, Attn: Hyonwoo Shin, (212) 528-7581 (collect) or (800) 438-3242 (toll free), or to the Information Agent, D.F. King & Co., Inc., 77 Water Street, 20th Floor, New York, NY 10005. Banks and brokers should call: (212) 269-5550 (call collect) or (800) 431-9643. A registration statement relating to the exchange offer has been filed with the Securities and Exchange Commission and has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Weirton is a major integrated producer of flat-rolled carbon steel with principal product lines consisting of tin mill products and sheet products. The Company is the second largest United States producer of tin mill products with a 25% market share of domestic shipments. WEIRTON STEEL CORP. MEDIA CONTACT: Rick Garan, Assistant Treasurer (304) 797-2728 -----END PRIVACY-ENHANCED MESSAGE-----