Business Services Industry
Esmark Comments on Wheeling-Pittsburgh Corporation's Shareholders' Rights
Business Wire, July 24, 2006
CHICAGO -- Esmark Incorporated:
--Calls on Wheeling-Pitt to Reveal Details of Any CSN Proposal and Give its Shareholders the Right to Vote on Proposal
--Esmark Confirms Filing of Preliminary Proxy Statement for Wheeling-Pittsburgh Corporation Annual Meeting, Initiating First Official Step to Install New Directors Committed to the Rights of Wheeling-Pitt Shareholders
--Esmark to Host Investor Meeting in New York City at 10 am ET on Wednesday, July 26, 2006 with Dial-In and Web Access - Detail's Below
Esmark Incorporated ("Esmark"), a steel services company supported by global investor Franklin Mutual Advisers, LLC, today confirmed that it filed a preliminary proxy statement with the Securities and Exchange Commission ("SEC") on July 21, 2006 for the next Wheeling-Pittsburgh Corporation (NASDAQ:WPSC) ("Wheeling-Pitt") annual meeting. The preliminary proxy statement presents the qualifications of a slate of nine previously identified, highly-qualified directors, for which Esmark seeks Wheeling-Pitt shareholder support.
"We are proud of the talented and diverse slate of industrial, financial and academic leaders we will bring to Wheeling-Pitt's shareholders," said James Bouchard, Esmark's Chairman and Chief Executive Officer. "These independent and highly-qualified outside directors will act in the best interest of all Wheeling-Pitt shareholders by considering our plan to merge the companies, invest in their infrastructure, and take other actions to enhance value for shareholders."
Esmark is not objecting to the re-election of the two United Steelworkers ("USW") representatives on the board.
The preliminary proxy statement notes that Wheeling-Pitt's performance has been plagued by ongoing operational issues, high costs, legal problems and consistently missed earnings expectations under its current leadership. It also outlines Esmark's previously disclosed proposal to merge Esmark and Wheeling-Pitt in a combination that would provide superior value to Wheeling-Pitt's shareholders. The preliminary proxy statement proposes several amendments to Wheeling-Pitt's by-laws to ensure that the will of the shareholders expressed at the annual meeting is carried out.
Esmark President and Chief Financial Officer Craig T. Bouchard said, "We believe Wheeling-Pitt's shareholders are entitled to complete and accurate information about any 'strategic alliance' with CSN and should vote on the strategic alternatives before the company. Given the actions of company to date, we also believe that the executive management team may be attempting to structure an alliance with CSN outside the oversight of the Wheeling-Pitt shareholders and the United Steelworkers.
"We have spent six months in discussions with the USW about ways that we can invest in the company's facilities and in its labor force. We have also discussed increased support for the Wheeling-Pitt retirees. In addition, we have been advised by the USW leadership that it supports Esmark's merger proposal. Attempts by the Wheeling-Pitt executive management team or its board of directors to negotiate a 'strategic alliance' with CSN that does not take into account the interests and approval of Wheeling-Pitt shareholders or the USW would, in our opinion, be inconsistent with its shareholders' rights, the Union's rights under the collective bargaining agreement, and the board's fiduciary duties."
Last week, Wheeling-Pitt Chairman, CEO and President James Bradley stated that the Wheeling-Pitt management and board favor a yet to be disclosed transaction with CSN (NYSE:SID). On July 20th, CSN "confirmed it is in advanced negotiations to establish a strategic alliance with Wheeling-Pittsburgh Steel Corporation."
Craig Bouchard continued, "Since our proposed plan makes it clear that existing Wheeling-Pitt directors James G. Bradley and Paul J. Mooney will not have management positions in the combined company, we believe that these two individuals are personally interested in a CSN transaction. As such, we believe that they should recuse themselves from any negotiations or board decisions on these matters."
Esmark will host an investor meeting in New York City on Wednesday, July 26, 2006 at 10 am ET at The Waldorf=Astoria Hotel. The Waldorf=Astoria Hotel is located at 301 Park Avenue (between 49th and 50th Streets). Those unable to attend in-person can participate via phone by dialing (877) 497-0491 (U.S. and Canadian callers) or (706) 679-0330 (international callers) and using the confirmation code 3482968. In addition, Esmark will hold a live Web cast of the presentation at www.esmark.com and wsw.com/webcast/cc/Esmark.
Esmark, together with the other participants indicated below, filed a preliminary proxy statement with the SEC on July 21, 2006 relating to the solicitation of proxies for the election of a slate of director nominees at the 2006 annual meeting of shareholders of Wheeling-Pitt, which has not yet been scheduled. Esmark's preliminary proxy statement contains information on the participants in Esmark's solicitation and their interests in Wheeling-Pitt. Esmark and the other participants intend to file a definitive proxy statement and accompanying proxy card with the SEC. Esmark urges Wheeling-Pitt shareholders to read the definitive proxy statement in its entirety when it becomes available because it will contain important information. When filed, the definitive proxy statement will be available at no charge at the SEC's website at http://www.sec.gov. The participants will provide copies of the definitive proxy statement without charge upon request made to Esmark's proxy solicitor, Innisfree M&A Incorporated, at its toll-free number (888) 750-5834. The participants in this proxy solicitation are anticipated to be Esmark, the Bouchard Group, L.L.C., Franklin Mutual Advisers, LLC and certain of its directors and officers, James P. Bouchard, Craig T. Bouchard, Albert G. Adkins, Clark Burrus, C. Frederick Fetterolf, James V. Koch, George Munoz, Joseph Peduzzi, and James A. Todd.
- 5 Rules for Immediate Annuities
- Death in the Family: 12 Things to Do Now
- Dumbest Things You Do With Your Money
- 6 Online Networking Mistakes to Avoid
- 401(k) Mistakes to Avoid
- 5 Economic Scenarios to Keep You Up at Night
- The Real ‘Best Places to Retire’
- Best Credit Cards for You
- 12 Tough Questions to Ask Your Parents
- The Real ‘Best Colleges’
- Home Buyer Tax Credit: How to Cash In
- Why You Shouldn't Bash Cash
- 8 Phony 'Bargains' and Better Alternatives
- Danger: 3 Debit Card Scams to Avoid
- 6 Myths About Gas Mileage
- 29 Fees We Hate Most
- Quick and Easy Ways to Boost Returns
- Best Stocks to Buy Now
- Lower Your Taxes: 10 Moves to Make Now
- New Jobs: 8 Lessons from Real-Life Career Switchers
- The New Job Market: Who Wins and Who Loses?
- Health Care Reform's Public Option: Everything You Need to Know
- Volunteer Work When Unemployed: Should You Work for Free?
- Whose Recovery Is This?
- Long-Term-Care Insurance: 4 Biggest Risks to Avoid
Content provided in partnership with
Most Recent Business Articles
Most Recent Business Publications
Most Popular Business Articles
- 7 tips for effective listening: productive listening does not occur naturally. It requires hard work and practice - Back To Basics - effective listening is a crucial skill for internal auditors
- LIFO vs. FIFO: a return to the basics
- FAS 109: a primer for non-accountants - Financial Accounting Standards Board's "Statement 109: Accounting for Income Taxes"
- Using object-oriented analysis and design over traditional structured analysis and design
- Design a commission plan that drives sales - Sales Commissions



