The Minnequa Steel Works supplies western railroads of the United States with a substantial part of their rails and rail fastenings. In the calendar year 1948 the Minnequa Works shipped 577,451 net tons of rails and fastenings, which amount was approximately 21% of the total tonnage of these products shipped by the entire domestic steel industry. During the calendar year 1948 the net tonnage shipped of rails and rail fastenings was approximately 55% of the total net tonnage of iron and steel products shipped from the Minnequa Works, and in the calendar years 1944 through 1947 the net tonnage shipped was in excess of 60%. Wire and wire products represented approximately 14% of the total net tonnage of iron and steel products shipped from the Minnequa Steel Works in the calendar year 1948 and structural and merchant steel represented approximately 15%. Rods, blooms, billets, ingots, and pig iron constituted the remainder of the iron and steel products shipped by the Works. Supplementing the shipments of iron and steel products by the Minnequa Steel Works were shipments in substantial amounts of coke and byproducts; net sales of these products are reflected in the table appearing under the heading "Sales," below. The California Wire Cloth Corporation, a wholly owned subsidiary which operates two plants in the San Francisco Bay area, obtains all of the rods now used in its operations from the Minnequa Steel Works. The plants of this subsidiary are engaged in drawing wire and in the manufacture of wire products such as stucco reinforcements, fish trap netting, industrial screen cloth, sizing screens, fence, various plain and special purpose wires, and related products. The California Wire Cloth Corporation also stocks and sells on the West Coast many of the wire products of the other plants of the Corporation.

During the calendar year 1948 the Corporation sold approximately 511,000 net tons of coal to domestic and industrial users from its mines and other sources. The Corporation, in cooperation with certain gas and oil companies, is pursuing a policy of developing the gas and oil prospects on acreage (a part of which is leased and a part of which is owned in fee) within an area of the Rocky Mountain region which is presently being explored for such resources. In the prospecting operations mentioned below the drilling costs in whole or in part are being paid by the gas or oil companies, the Corporation retaining a portion of the gas and oil rights in the property. To date one deep test well drilled on the Corporation's fee property has been abandoned in granite, and two test wells on leased property have been abandoned as dry holes. Currently one other test well is being drilled on the Corporation's fee property. It is planned to drill this well to a sufficient depth to test all gas as well as oil possibilities.

Natural gas is consumed by the Minnequa Steel Works at the rate of about 27,000,000 cubic feet per day. The gas is now purchased from a public utilities corporation and piped from the Amarillo Panhandle Field in Texas to Pueblo. The discovery of natural gas within economical piping distance of the Minnequa Works result in a considerable saving in fuel costs to the Corporation. The Corporation cannot make any prediction as to the results of the prospecting operations referred to above.

A wholly owned subsidiary of the Corporation in the western area is The Colorado and Wyoming Telegraph Company, which operates its own telegraph and telephone lines and equipment and

[End of page 7]

Form A-2 for corporations

Registration No. 2-5619
Amendment No. 2

SECURITIES AND EXCHANGE COMMISSION, PHILADELPHIA, PA. Amendment to Items 6, 7, 15, 24, 25, 27, 28, 41, 47, Exhibits B-1E, F-1, F-2, F-3, H, and I-9, Prospectus, and consent to Registration Statement of Wheeling Steel Corporation

PROSPECTUS

$24,000,000 WHEELING STEEL CORPORATION FIRST MORTGAGE SINKING FUND 34% BONDS, SERIES C

To be dated March 1, 1945

To be due March 1, 1970

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION

Wheeling Steel Corporation has registered the securities by filing certain information with the Commission. The Commission has not passed on the merits of any securities registered with it.

IT IS A CRIMINAL OFFENSE TO REPRESENT THAT THE COMMISSION HAS APPROVED THESE SECURITIES OR HAS MADE ANY FINDINGS THAT THE STATEMENTS IN THIS PROSPECTUS OR IN THE REGISTRATION STATEMENT ARE CORRECT

The Corporation has agreed to make application in due course for the listing of the Bonds on the New York Stock Exchange and their registration under the Securities Exchange Act of 1934.

1 Plus accrued interest from March 1, 1945, to date of delivery. * Without deduction of expenses, estimated at $162,500, including $20,000 to be paid to the Underwriters as reimbursement in part of their expenses (which include the fees and disbursements of their counsel). Attention is directed to the provision for indemnification of underwriters set forth on page 36 of the Prospectus.

OFFERING PRICE 103% PLUS ACCRUED INTEREST

The Underwriters are named on pages 33 to 35, inclusive, of this Prospectus. Included among such Underwriters are: Kuhn, Loeb & Co.; Lee Higginson Corporation; Harriman Ripley & Co., Incorporated; Blyth & Co., Inc.; The First Boston Corporation; Goldman, Sachs & Co.; Lazard Frères & Co.; Mellon Securities Corporation; Smith, Barney & Co.; Drexel & Co.; Hornblower & Weeks; Kidder, Peabody & Co.; F. S. Moseley & Co.; Paine, Webber, Jackson & Curtis; Stone & Webster and Blodget, Incorporated; Union Securities Corporation.

TO FACILITATE THE OFFERING, IT IS INTENDED TO STABILIZE THE PRICE OF THE SECURITIES TO WHICH THIS PROSPECTUS RELATES. THIS STATEMENT IS NOT AN ASSURANCE THAT THE PRICE OF THE SECURITIES WILL BE STABILIZED OR THAT THE STABILIZING, IF COMMENCED, MAY NOT BE DISCONTINUED AT ANY TIME

As more fully set forth herein, the above Bonds are offered by the respective Underwriters named within, subject to prior sale, when, as, and if issued and accepted by them, and subject to the approval of counsel. It is expected that delivery of the Bonds in temporary form will be made at the office of Kuhn, Loeb & Co., 52 William Street, New York 5, N. Y., on or about April 2, 1945. The date of this Prospectus is March 27, 1945.

[Page 13]

It has been the Corporation's policy to purchase from others a substantial portion of the iron-ore requirements of its blast furnaces, and it is the present intention of the Corporation to continue to make such purchases. Production available to the Corporation in 1945 from the three operating iron-ore properties on the Mesaba Range, Minnesota, and on the Gogebic Range, Michigan, in which interests are held, and from the Corporation's directly held properties on the former range, aggregates approximately 1,126,000 gross tons, and a like tonnage is expected to be available to it during each of the years 1946 and 1947 after which the tonnage may drop to about 627,000 gross tons per annum. On the basis of the Corporation's average consumption of 1,684,000 gross tons per year for the years 1940 to 1944, inclusive (1,851,000 gross tons were consumed during 1944), and assuming that no additional interests in ore properties are obtained, purchases from others of about 558,000 gross tons per annum through 1947 and at least 1,057,000 gross tons per annum thereafter would be necessary. In the opinion of the Corporation such increased purchases after 1947 would not, if made at market prices now prevailing, assuming the continuance of present conditions in and affecting the steel industry, have a substantial adverse effect on the earnings of the Corporation over the next ten to fifteen years, beyond which the Corporation does not feel that it can express an opinion. The Corporation has not at any time in the past experienced any difficulty in obtaining its full requirements of iron ore and believes that its position with respect to iron ore in the future will not differ in any material respect from that of other independent steel companies, which face in the relatively limited future the necessity of drawing an increased percentage of their iron-ore supplies from lower grade sources.

VESSELS

A steel-hulled Diesel-powered twin-screw river towboat known as the "Ductillite"; a steel-hulled stern-wheel steam-powered river towboat known as the "La Belle"; a steel-hulled stern-wheel Diesel-powered river towboat known as the "Benwood"; a steel-hulled stern-wheel steam-powered river and harbor "switching" boat known as the "Cop-R-Loy"; a total of 116 steel barges, of which 86 have carrying capacities of 600 net tons of coal, and 30 have carrying capacities of approximately 1,000 net tons of coal, a 550-ton floating drydock, a 10-inch suction hydraulic dredge, and certain harbor equipment; all utilized in the transportation of coal, coke, and semifinished or finished products. The Cor poration also owns a 53.33% stock interest in The La Belle Steamship Company and 8.63% stock interest in The Columbia Transportation Company, which companies operate ore boats on the Great Lakes and are presently engaged in the transportation of coal and ore on such lakes.

MISCELLANEOUS PROPERTIES

The steel bridge over the Ohio River between the Steubenville Plant and the East Steubenville Plant.

The Wheeling Steel Corporation Building, located at 1134-1140 Market Street, Wheeling, West Virginia.

An intra-plant railroad located at the Benwood Plant, and other plant railroad facilities located at other plants.

Warehouses located in New York, New York; Chicago, Illinois; Philadelphia, Pennsylvania* ; Kansas City, Missouri*; and St. Louis, Missouri.

All the principal plants and other important units, and substantially all the other important real properties, referred to above under this heading "Property," other than properties stated to be held under lease or agreement and certain relatively minor items, are held in fee** by the Corporation or subsidiaries thereof, subject to such current tax

*Not presently occupied by the Corporation and subject to outstanding leases.

**In connection with the issue of the Series C Bonds, opinions of counsel have been received with respect to the titles to substantially all the properties which are, or upon the issue of the Series C Bonds will be, subject to the lien of the Corporation's First Mortgage as a direct lien or as an indirect lien through the underlying mortgage on property of Consumers Mining Company, to the effect that (subject to encumbrances, exceptions, etc., referred to in such opinions and not considered by the Corporation materially to impair the value to the Corporation or Consumers Mining Company, as the case may be, of the respective properties for the purposes for which they are being used, and except for certain parcels of real estate, not considered of material importance by the Corporation, as to

Registration No. 2-7120
Amendment No. 2

SECURITIES AND EXCHANGE COMMISSION, PHILADELPHIA, PA.

Form S-1

Amendment No. 2 to Registration Statement Under the Securities Act of 1933 WHEELING STEEL CORPORATION

Amending the Facing Sheet, the Prospectus, and Exhibits 6, 7-A6, 7–B5, 14–A, 14-B, 14-C, and 19

PROSPECTUS

$20,000,000 WHEELING STEEL CORPORATION FIRST MORTGAGE SINKING FUND 3% BONDS, SERIES D

Dated July 1, 1947

Due July 1, 1967

THESE SECURITIES HAVE NOT BEEN Approved or DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION

Wheeling Steel Corporation has registered the securities by filing certain information with the Commission. The Commission has not passed on the merits of any securities registered with it

IT IS A CRIMINAL OFFENSE TO REPRESENT THAT THE COMMISSION HAS APPROVED THESE SECURITIES OR HAS MADE ANY FINDINGS THAT THE STATEMENTS IN THIS PROSPECTUS OR IN THE REGISTRATION STATEMENT ARE CORRECT

The Corporation has agreed to make application in due course for the listing of Bonds on the New York Stock Exchange and their registration under the Securities Exchange Act of 1934

1 Plus accrued interest from July 1, 1947, to date of delivery. 2 Not including payment by the Corporation of $20,000 in reimbursement in part of expenses of the Underwriters named within (including fees and disbursements of their counsel). The Purchase Contract referred to herein under the heading "Underwriting" contains certain indemnification agreements between the Corporation and the Underwriters against liability under the Securities Act of 1933 or otherwise in certain instances. Before deducting expenses, estimated at $161,300 (including the $20,000 referred to in Note (2) above), payable by the Corporation in connection with the issue of the Bonds offered hereby.

OFFERING PRICE 101% PLUS ACCRUED INTEREST

The list of Underwriters set forth herein under the heading "Underwriting" includes: Kuhn, Loeb & Co.; Lee Higginson Corporation; Harriman Ripley & Co., Incorporated; Blyth & Co., Inc.; Goldman, Sachs & Co.; Lazard Frères & Co.; Smith, Barney & Co.; Stone & Webster Securities Corporation; Union Securities Corporation.

The above Bonds are offered by the respective Underwriters named within, subject to prior sale, when, as, and if issued and accepted by them, and subject to the approval of counsel; and the several Underwriters reserve the right, in their discretion, to reject any orders for the purchase of the Bonds, in whole or

which only the right, title, and interest of the Corporation or of Consumers Mining Company therein, or some other interest less than a fee therein, is or is to be expressed to be subject to the First Mortgage or such underlying mortgage, as the case may be) such properties are owned in fee by the Corporation or Consumers Mining

in part. It is expected that delivery of the Bonds in temporary form will be made at the office of Kuhn, Loeb & Co., 52 William Street, New York 5, N. Y., on or about July 16, 1947.

The date of this Prospectus is July 9, 1947.

[Page 18]

It has been the Corporation's policy to purchase from others a substantial portion of its iron ore requirements and it is the present intention of the Corporation to continue to make such purchases. In the period 1942 to 1946, inclusive, purchased iron ore amounted to 28.6% of the total consumed. The Corporation has contracts providing for delivery to it of an annual average of approximately 280,000 gross tons of purchased iron ore during each of the years 1947 to 1951, inclusive. In the opinion of the Corporation, the Corporation will be able, during the next eight to ten years, to purchase such additional iron ore as may be necessary to complete its requirements, without any substantially adverse effect on the earnings of the Corporation, beyond which time the management of the Corporation does not believe that an opinion can be expressed.

The Corporation has not at any time in the past experienced any difficulty in obtaining its full requirements of iron ore. It appears possible that in the relatively near future the steel industry generally may be faced with the necessity of drawing some of or all its iron ore from lower grade sources, which may involve a considerable production of concentrates made by beneficiation of lower grade taconite rock in the Mesaba Range. As stated in paragraph (3) above, the Corporation has an interest in substantial reserves of such taconite rock. While there has not yet been any production from those reserves, except for a small amount of production many years ago, the corporation referred to in said paragraph (3) has acquired a site for a beneficiation plant on Lake Superior and a railroad right-of-way from that site to its taconite properties, and has substantially completed the development of plans for a beneficiation plant. No definite time for the construction of such a plant has been fixed, but present expectations are that such a plant may be constructed sometime between 1950 and 1960. Present estimates indicate that the capital expenditures required for such a plant, for mining facilities at the properties, and for railroad connections between plant and mines, plus necessary working capital, would be about $20 per ton of annual concentrating capacity installed. The project has not been developed to the point where plans for financing any such capital expenditures have been prepared, but presumably the Corporation would contribute some portion of the cost of such expenditures. Research to date indicates that the concentrating process is practical metallurgically, and, while refinements designed to lower costs are still to be worked out, the Corporation believes that the process will be commercially feasible.

The Corporation believes that it will be able to secure high-grade iron ore as long as most other steel companies, other than United States Steel Corporation and its subsidiaries. Present estimates indicates that the cost of beneficiated concentrates would be somewhat higher than the cost of Mesaba open pit iron ore, so that the Corporation, if and when it shall be required to use concentrates, would probably be at some competitive disadvantage as compared with any steel companies which might at the time have open pit iron ore available to them; since, however, such use of concentrates is not expected in the immediate future, the actual cost of beneficiation, and the extent of such competitive disadvantage, cannot presently be ascertained. However, since the concentrate produced is expected to have an iron content of approximately 63%, which is substantially higher than that of open pit iron ore, and to be a more econical product for blast furnace use than open pit iron ore, it is estimated that savings in transportation and operating costs would to a large extent offset increased costs occasioned by beneficiation.

Coal and Limestone Properties.-These properties comprise :

(1) Operating coal properties, located in the vicinity of Martins Ferry, Ohio; Harmarville, Pennsylvania; and Beech Bottom and Moundsville, West Virginia; estimated to contain, as of December 31, 1946, at least 79,200,000 net tons of coal, of which approximately 19,630,000 net tons were locted in the Moundsville property, which is subject to an outstanding mining lease which the Corporation has the right on any January 1 to terminate at the end of the third year thereafter.