Wheeling-Pittsburgh Corp.’s Board of Directors has adopted a shareholder rights plan that is primarily designed to protect the company's net operating loss carryforwards (NOLs) for tax purposes.

Wheeling-Pittsburgh's ability to use its NOLs would be eliminated if the company experiences an ownership change, as defined under Section 382 of the Internal Revenue Code during a two-year period ending Aug. 1, 2005. Furthermore, the NOLs could be substantially limited if any such ownership change were to occur during a rolling three-year period after Aug. 1, 2005.

The rights plan will expire on the earlier of the third anniversary date of the plan, or the date, if any, on which the company first discloses in any filing with the Securities and Exchange Commission that the company's net operating loss carryforwards no longer exceed $50 million.

"After careful consideration, the company's Board of Directors has determined that it is in the best interests of the company and all of its stockholders to adopt the rights plan at this time," said James G. Bradley, Chairman, CEO and President of the company. "While the rights plan has been designed to protect the NOLs to the extent possible, it cannot ensure the protection of the NOLs. In light of our profitability in 2004, the NOLs have become an increasingly valuable asset to the company and its stockholders, and we hope that the rights plan will help safeguard the availability of this asset to the company."

The rights plan is designed to deter any person or group from becoming a 4.99% or greater beneficial owner of the company's Common Stock. The rights plan also discourages, with certain exceptions, existing 4.99% or greater beneficial owners from acquiring any additional shares of Common Stock. In general, under Section 382 of the Code, a company experiences an ownership change if the 5% shareholders increase their aggregate ownership interest in the company over a three-year testing period by more than 50 percentage points.

The ownership interest is the percentage of stock owned over total stock outstanding. Bradley indicated that the company is concerned that future acquisitions of Common Stock by an existing 5% stockholder or a new 5% stockholder could cause a technical ownership change and thereby limit or completely eliminate the availability of the NOLs to the company. The terms of the rights plan permit the Board of Directors, in its discretion, to determine that a particular person's beneficial ownership of 4.99% or more of the company's Common Stock will not jeopardize or endanger the company's NOLs, and to exempt such person's ownership of shares from triggering the rights plan.

As part of the adoption of the rights plan, the company's Board of Directors declared a dividend of one right for each share of Common Stock held of record as of the close of business on March 2, 2005, payable on March 2, 2005. The rights may cause substantial dilution to a person or group that attempts to acquire 4.99% or greater of the company's Common Stock on terms not approved by the Board of Directors. Acquisitions of the company's Common Stock that would otherwise trigger the rights under the terms of the plan are permitted where the entire Board of Directors has determined, prior to consummation, that the transaction is fair to and in the best interests of the company's stockholders. In addition, the Board of Directors may redeem the rights, in its discretion, at a redemption price of $.01 per right at any time until the close of business on the 10th day of either of the following:

1. The first date of any public announcement that a person has become an acquiring person under the terms of the rights plan, or
2. Any earlier date on which the Board of Directors becomes aware of the existence of an acquiring person.

Additional information regarding the rights plan and the preferred share purchase rights will be contained in a Current Report on Form 8-K and in a Registration Statement on Form 8-A that the company will be filing with the Securities and Exchange Commission. These filings will be available on the SEC's web site and on the company's website under the Investor Relations tab. In addition, the company will mail, as soon as practicable, a Summary of the Rights to its holders of record on March 2, 2005.

Wheeling-Pittsburgh Corp., together with its primary subsidiary, Wheeling-Pittsburgh Steel Corp., is a metal products company with 3100 employees. Its facilities are in Steubenville, Mingo Junction, Yorkville, and Martins Ferry, Ohio; Beech Bottom and Follansbee, W.Va.; and Allenport, Pa.