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Wheeling-Pittsburgh Responds to USW Statements

Aug. 22, 2006 — Wheeling-Pittsburgh Corp. delivered a response to the United Steelworkers expressing the company's disappointment with the positions taken by the USW in the letter dated August 14, 2006, from David McCall, Director of United Steelworkers District 1.

Wheeling-Pittsburgh's response, delivered to the USW on August 21, 2006, strongly encouraged the USW leadership to evaluate the Companhia Siderurgica Nacional (CSN) proposal with an open mind, including the proposal's strategic and operational advantages and its ‘long term positive impact on the company, its stockholders and employees.’

“While our letter clearly identifies areas in which we disagree with the United Steelworkers regarding its interpretation of our labor agreement, as well as the benefits of the nonbinding proposal from CSN, Wheeling-Pittsburgh Steel remains committed to full and open communications between the company and the USW," said James G. Bradley, Chairman and CEO.

Bradley added, "To that effect, we have arranged an early meeting with CSN representatives, Dave McCall and the Union presidents to facilitate further discussion of the CSN proposal and to answer questions."

The letter also asserted Wheeling-Pittsburgh Steel's belief that it has complied completely with the Union's collective bargaining agreement, rejected the Union's claim that it has additional time in which to assert its right to bid and welcomed an expedited arbitration hearing to promptly resolve all grievances.

"In our July 7, 2006 letter, we provided prompt notice of CSN's proposed transaction and expressly stated that the current Board of Directors of Wheeling-Pittsburgh would not act to approve a transaction with CSN until definitive transaction documents had been negotiated and the right to bid period has expired. As you well know, the Board of Directors of the Company has not approved a merger agreement, long term slab supply agreement, exchangeable loans or any other definitive transactional documents with CSN," said James G. Bradley in the letter. He added that "the Union's right to bid has not been prejudiced."

Although Wheeling-Pittsburgh has not conceded the right to bid provisions apply, its letter also stated that the company provided information about the proposed CSN transaction to the USW "in the spirit of openness and fairness to all constituents" and hopes to continue to work cooperatively with the USW to build a stronger company.

Bradley further observed that even if the right to bid provisions were found to be applicable by an arbitrator, the company believes that the Union has no compelling basis to demand more time to organize a competing bid in light of the fact that the Union has endorsed the Esmark proposal and has worked closely with Esmark for a number of months to develop an acquisition proposal for submission to the company's Board of Directors.

In the letter, Jim Bradley reiterated the merits of the proposed CSN transaction and noted Esmark's proposal lacked a strategic vision and committed resources to strengthen the company as a steel producer. "Simply put, CSN is a world-class steel producer which is prepared to partner with the company to create a strong, well-capitalized steel producer with a more flexible cost structure, broader value-added product offering and significant incremental earnings potential. On the other hand, Esmark is a steel distributor with a limited track record and little depth in steel production, which has made a proposal that offers no clear commercial benefit to the company," noted Bradley in the letter.


Wheeling-Pittsburgh was organized as a Delaware corporation on June 27, 1920 under the name Wheeling Steel Corp. Its headquarters is located in Wheeling, W.Va., with major production facilities in the Upper Ohio and Monongahela valleys. Wheeling-Pittsburgh is a holding company that, together with its several subsidiaries and joint ventures, produces steel and steel products using both integrated and electric arc furnace technology. The company has slab making production capacity of 2.8 million tons and hot rolling capacity of 3.4 million tons. Approximately 65% of the company’s sales are comprised of high value-added products.