A meeting of the Common Council of the City of Weirton, Hancock and Brooke Counties was held on November 5, 2001 at 5 p.m. in Council's Chamber of the Municipal Building.

Councilmembers in attendance: Charlie Mitchell, D.J. Minella, John Moore, George Ash, George Kondik, David Cline and Christopher Fletcher.

City officials in attendance: A.D. Mastrantoni, Joe Cicchirillo, Melissa Farley, Joe DiBartolomeo and Valerie Means.

Mayor Dean M. Harris led the Pledge of Allegiance.

A motion was made by Councilmember Minella, second by Councilmember Fletcher to allow for citizens remarks. This passed 7-0, so ordered.

Harris said the agenda item can be discussed prior to voting.

Harris read the resolution. He said because of the WV Ethic's Commission's ruling of certain Councilmembers and the Mayor may have a benefit on part of the discussion or vote pertaining to Weirton Steel's restructuring, Councilmembers Mitchell, Minella, Cline, Moore and himself would be excused. Cline stated he would leave on protest. Moore said the city is acting as an agent and couldn't see a conflict. Joe DiBartolomeo said the city is acting as a conduit. He explained speaking with the Commission, saying they ruled, asking why to make it an issue. He said he wouldn't overrule their decision. Harris told Moore it does need revisited but they don't need to jeopardize anything.

Mayor Harris, Cline, Mitchell, Minella and Moore left the room.

Melissa Farley presided over the meeting. She requested the representatives to give their presentation/discussion.

Bill Kiefer, Vice President Weirton Steel addressed the remaining three Councilmembers. He explained WSX has struggled with illegal steel dumping of foreign steel and is facing an economic recession. He explained other companies may restructure or close. He said WSX is restructuring. He discussed their plan to improve their liquidity position by $100 million. He explained vendors have invested in WSX or reduced the amount WSX is paying them; transactions exceed $30 million. He discussed WSX negotiated bargaining agreements with the unions, reducing workforce saving $40 million. He explained WSX is securing a credit line. He explained supply and demand will still affect the steel industry. He said they filed a registration with the Securities and Exchange Commission. He explained the pollution control bonds issued by the city expire 2014 and WSX would like to exchange this for new bonds. He explained the debt with the bonds began with National Steel Corp, was taken over by WSX in 1989 and refinanced it. He said they would want the bonds refinanced again and council would have to agree to pass a resolution; there's no risk to the city, no cost. He introduced Vince Collins of Steptoe & Johnson, Rich Garan, assist treasurer, Virgil Thompson, WSX legal dept. and Ms. Phillips.

Vince Collins, said they are bond counsel for the bonds. He discussed preparing the resolution, saying there's an additional paragraph--pgh 10--he explained adding a clause in the title. He said if adopted it would permit the bonds to be reissued. He said all the city has to do is pass the resolution. He said it authorizes refunding to go forward, authorizes the amendments to permit it go forward and the city is acting as a conduit with no cost to the city just as the previous two bond issues. He explained it wouldn't affect the city's bond rating; its WSX obligation; there's no personal liability for a Councilmember.

Councilmember Fletcher said the resolution passed out to be voted on, he asked about pgh 12 the waiver of a mortgage lien. Collins explained its almost always waived because the type of collateral that the bond holders want is usually different from that and that just confuses the matter. He said there will be collateral. Fletcher asked about the bearing on the city. Collins said it has none; it means if it wasn't waived, then the lien the bond holders would have would be just the facilities financed with the bonds.

Councilmember Ash asked about any other available conduit than the city. Collins said since the city issued the previous bonds, it would be difficult, saying the bonds would have to be re-issued with the entity that issued the original bonds. Ash asked about section 21, saying it states its repealing ordinances and resolutions. Collins said if there were anything passed previously that would be in conflict with this resolution, they would be repealed; there are none. Ash said they just received the amended, asking if Joe DiBartolomeo had seen it. Collins explained refunding bonds are issued to pay off the old bond with accrued interest, saying this isn't the only element. He said the existing bond holders will be contacted and asked to turn in their bonds in exchange for new ones. He said its asking them to turn in more bonds than they received; there will be less outstanding bonds than before. He said for this to happen, there has to be amendments approved by the council and the bond holders. He didn't think there would be a problem with the bond holders consenting to the amendments.

Ash asked if Cicchirillo has read it and if anything needs changed. Joe DiBartolomeo said its standard, a similar one was done with the hospital commission. He said the city is just acting as a conduit; there's tax advantages by going through the city; there's no liability to the city or individual Councilmembers. He told Ash it doesn't affect the residents. Collins said it's a tax exempt bond issue. He explained the interest received on the bonds are exempt. He said the federal tax exemption and state exemptions will be on the new bonds--its carried forward from the old bonds and can only be done by having the county or city act as a conduit. DiBartolomeo explained its closely monitored.

Councilmember Kondik asked if the bonds under pgh 1 and 8 if they are 11 3/8 bonds or 8 5/8 bonds and asked if the bonds secured by mortgage falls on the city. Collins said no, its property owned by WSX; they will give the collateral. Kondik read it. Kiefer said it's a preliminary filing, saying the bonds are the public bonds. Kondik asked if the percentages could go high or lower. Kiefer said yes. Kondik said if they're up to these percentages, are they considered junk bonds. Kiefer explained they weren't considered that in 1989; they were the going rates at that time.

Joe Cicchirillo asked about the rates. Collins said they wouldn't know that until the exchange is made and negotiations begin; it's not to exceed 12% or they would have to come back to council. Collins said the city has to authorize them to go forward, then they will know what the rate is. DiBartolomeo said it would be two or three weeks.

A motion was made by Councilmember Ash, second by Councilmember Kondik to accept the resolution authorizing and directing the current refunding of the city of Weirton, pollution control revenue refunding bonds series 1989 due 2014 for Weirton Steel Corp. Collins commented that the resolution he just passed out had the amendment which he read: authorizing certain amendments to the indenture and loan agreement relating to the series 1989 bonds. This was so noted as part of the resolution. Ash asked about section 13, reading it. Collins said those voting would have no financial gain. DiBartolomeo said it would depend on how much but its referring to a large amount. He didn't think anyone was in that category. This was discussed. Fletcher asked about the fourth whereas, asking what motivates the use of the issues. Collins said it comes from the statute. He explained it is recognized that actions of council to provide for financing for companies is in the best benefits of the citizens of the jurisdiction. Fletcher asked if it had to remain the way it is, saying he wasn't sure the issuing of the bonds would establish a balanced economy. Collins said it would mean that it helps the economy; they aren't official proclamations of the city. This passed 3-0, so ordered.

Collins discussed the goal is to close at the end of December or beginning of 2002.

Harris, Cline, Mitchell, Minella and Moore returned. Harris again presided over the meeting.

With no further business before this, the November 5, 2001 Special Session of the Common Council of the city of Weirton, the meeting was adjourned at 5:40 p.m.

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