-----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, V7Ph4QKax5675xg95VGX8MiH/HAYbiR6LLpo1G+AyT/LbBmlHakVWS5vMXooloqn S75YNYzMVpQwjTl+i+IEtQ== 0000950128-02-000828.txt : 20021212 0000950128-02-000828.hdr.sgml : 20021212 20021212153552 ACCESSION NUMBER: 0000950128-02-000828 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021211 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021212 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: 02855810 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 j9780001e8vk.txt WEIRTON STEEL CORPORATION 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): December 11, 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 5. Other Events. On December 11, 2002, Weirton Steel Corporation (the "Company") held its Annual Meeting of stockholders. The press release, dated December 11, 2002, issued by the Company with respect to the results of the meeting is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference in its entirety. Item 7. Financial Statements and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits Exhibit 99.1 Press Release dated December 11, 2002. Page 2 of 4 pages. 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. WEIRTON STEEL CORPORATION By: /s/ Mark E. Kaplan -------------------------- Senior Vice President - Finance and Administration Dated: December 11, 2002 Page 3 of 4 pages. EXHIBIT INDEX ------------- Exhibit 99.1 Press Release dated December 11, 2002. Page 4 of 4 pages. EX-99.1 3 j9780001exv99w1.txt PRESS RELEASE Exhibit 99.1 WEIRTON Contact: Gregg Warren, Director STEEL CORPORATION Corporate Communications and Government Relations NEWS & (304) 797-2828 INFORMATION Date: December 11, 2002 WEIRTON STEEL CORPORATION 400 THREE SPRINGS DRIVE/WEIRTON, WV 26062 FOR IMMEDIATE RELEASE WEIRTON STEEL TO CONTINUE SURVIVAL STRATEGY DESPITE VOTE TALLY; SUPER MAJORITY VOTE NOT ATTAINED TO END SUPER MAJORITY SYSTEM WEIRTON, W.VA. - Weirton Steel Corp.'s top official today said the company will not waiver in its long-term survival strategy despite failure to secure a super majority shareholder vote to make a major change to the company's charter and bylaws. Company President and Chief Executive Officer John H. Walker disclosed his comments at the company's annual shareholders meeting. Shareholders learned the company did not receive the required 80 percent super majority vote, or 43 million shares, to give the company the opportunity to attract an investor and ultimately acquire assets to improve its competitiveness. The company fell five million votes short of reaching its goal to change its charter and bylaws. "If we had a normal simple majority voting system, this issue would have been a landslide victory. However, we fell short of receiving the 80 percent super majority shareholder approval required by our corporate governance. The vote outcome will not deter us from our goal of remaining a viable competitor in the domestic steel industry," Walker said. "Unfortunately, silent shareholder voices prevented us from reaching our 80 percent objective. A significant number of shares simply were not voted - votes that counted as if they were cast against the proposal," Walker reported. On Thursday, the company's board of directors will hold a regularly scheduled meeting at which time it will discuss Weirton Steel's competitive position within the industry and immediately outline its next steps required to move forward. - CONTINUED - PAGE 2/WEIRTON STEEL - DECEMBER 11, 2002 The company's board, with the support of its unionized work force, attempted to convince shareholders to eliminate the super majority voting system and replace it with a simple majority method. Had it been approved, the new system would have been enacted only during a "transformative event" - the acquisition of, or making an investment in, steel-related assets. The super majority system would have remained in effect for all other types of shareholder issues. Elimination of the super majority vote would have enabled the company to move quickly in attracting a financial partner to make acquisitions of distressed steel operations. Walker explained that Weirton Steel currently does not have the finances to make such acquisitions alone and the super majority system dissuaded potential investors from participating. The company's ability to acquire assets and grow its value-added product line is the final step of a five-step out-of-court restructuring plan. The first four steps were completed earlier this year, significantly reducing the company's expenditures. The plan's first four steps were designed for the short term - to help the company recover from the steel import crisis and avoid bankruptcy. The fifth step is intended to boost Weirton Steel's ability to be a long-term survivor. "Of all the shareholders who voted - which consists of outside and employee-shareholders - 86 percent of them voted in favor of the proposal. What's most gratifying was the vote among employee-shareholders who registered a 90 percent approval vote. This demonstrates their willingness to surrender their voting control in exchange for the company's long-term survival. We thank them for their support and help in reaching our mutual goals," Walker noted. Three shareholder issues were approved. They include: o Ratification of the appointment of KPMG as independent auditors; o Reduction of the size of the board of directors from 14 members to nine; o The appointment of Wendell Wood and Mark Kaplan to the board. Weirton Steel is the seventh largest U.S. integrated steel company and the nation's second largest producer of tin mill products. -----END PRIVACY-ENHANCED MESSAGE-----