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For Immediate Release WEIRTON, W.VA. – Weirton Steel today announced it will seek shareholder approval for amendments to the company's charter and bylaws to enable it to move expeditiously on specific issues expected to ensure its long-term survival. The company's board of directors recently voted unanimously to seek shareholder approval on the issues which include several "contingency" amendments. Shareholder voting will begin in the near future and results will be reported in mid-November. The charter changes require at least 80 percent approval of the holders of common stock and Series A preferred stock. Should the contingency charter amendments be approved, they would not take effect or be implemented unless the board, by a vote of 90 percent, approves an acquisition or investment that constitutes a major event. Unless an issue involves an acquisition or investment, the board will not invoke the contingency amendment and will rely on existing charter rules. "We're at a critical stage in our company's history. Four of our restructuring plan's five steps have been completed which helped us survive the aftermath of the steel import crisis. But we must fulfill the goal of the fifth step to ensure our viability and survival well into the future. To do so, we must fundamentally reposition our business through acquisitions and investments for us to compete years from now," said John H. Walker, Weirton Steel president and chief executive officer. The fifth step includes shifting the company's product mix from low margin, commodity flat-rolled sheet to tin mill and other higher margin, value-added products. "We have a real chance to secure our future by changing our charter and providing our company with the ability to move quickly and effectively through the contingency amendments when opportunities arise. Very often, such as today, the window of opportunity is only open for short periods of time. Without these changes, we will be very vulnerable when the next industry downturn occurs," Walker commented. The company's current charter and bylaws contain highly restrictive super majority and other voting provisions unique to Weirton Steel. They were adopted in the early 1980s at a time when hostile takeovers of companies were common. "Times have changed. Our industry is faced with a new set of situations and we must be able to handle these issues on our own terms. The board of directors took a long, hard look at the industry and its future and determined how we could fit in and compete. We decided that changes are needed," said Mark G. Glyptis, Independent Steelworkers Union (ISU) president and board member. "Weirton Steel must survive. We must maintain a steel industry in our valley for the sake of our communities, school districts, economy and the thousands of men and women who rely on steel for their livelihoods today and in the future. Steelmaking isn't an easy business. Solutions to our problems are rarely easy. But the men and women of Weirton Steel have proven time and time again they can survive. In many ways, our creativity and determination have turned us into an industry leader." Walker and Glyptis said that should the amendments be adopted, the company will begin to aggressively pursue the acquisition of strategic assets. Weirton Steel is the seventh largest U.S. integrated steel company and the ISU represents 3,100 of the company's 3,600 employees.
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