<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
 
                                   FORM 10-K
 
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
                          COMMISSION FILE NO. 1-10244
 
                           WEIRTON STEEL CORPORATION
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                  DELAWARE                              06-1075442
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)              Identification No.)
 
          400 THREE SPRINGS DRIVE,
           WEIRTON, WEST VIRGINIA                         26062
  (Address of principal executive offices)              (Zip code)
</TABLE>
 
        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 304-797-2000
 
             SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT:
 
<TABLE>
<CAPTION>
                                                          NAME OF EACH EXCHANGE
              TITLE OF EACH CLASS                          ON WHICH REGISTERED
              -------------------                          -------------------
<S>                                               <C>
    Common Stock, Par Value $0.01 Per Share                     New York
             10 7/8% Notes due 1999                             New York
             11 3/8% Notes due 2004                             New York
             10 3/4% Notes due 2005                             New York
</TABLE>
 
           SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT: None
 
     Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes:  X   No:
                                                ---      --- 

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   X
            ---
 
     Based on the closing price as of March 19, 1999, the aggregate market value
of the voting stock held by nonaffiliates of the Registrant was $75,413,014. The
foregoing calculation includes shares allocated under the Registrant's 1984 and
1989 Employee Stock Ownership Plans to the accounts of employees who are not
otherwise affiliates and unallocated shares under the Registrant's 1989 Employee
Stock Ownership Plan subject to voting instructions of employees who are not
otherwise affiliates.)
 
     The number of shares of Common Stock ($.01 par value) of the Registrant
outstanding as of March 19, 1999 was 41,578,068.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
(1) Certain portions of the Registrant's 1998 Annual Report to Stockholders are
    incorporated by reference into Parts I, II and IV of this Annual Report on
    Form 10-K to the extent provided herein.
 
(2) Certain portions of the Registrant's definitive Proxy Statement filed
    pursuant to Regulation 14 (filed within 120 days after the end of the fiscal
    year covered hereby) in connection with the Registrant's 1999 Annual Meeting
    of Stockholders are incorporated by reference into Part III of this Annual
    Report on Form 10-K to the extent provided herein.
 
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<PAGE>   2
 
                               TABLE OF CONTENTS
 
                                      ITEM
 
<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>       <C>                                                           <C>
PART I................................................................    1
     1.   Business....................................................    1
     2.   Properties..................................................   12
     3.   Legal Proceedings...........................................   13
     4.   Submission of Matters to a Vote of Security Holders.........   13
 
PART II...............................................................   13
     5.   Market for the Registrant's Common Equity and Related
            Stockholder Matters.......................................   13
     6.   Selected Financial Data.....................................   14
     7.   Management's Discussion and Analysis of Results of
            Operations and Financial Condition........................   14
     7A.  Quantitative and Qualitative Disclosures About Market
            Risk......................................................   14
     8.   Financial Statements and Supplementary Data.................   15
     9.   Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure..................................   15
 
PART III..............................................................   15
     10.  Directors and Executive Officers of the Registrant..........   15
     11.  Executive Compensation......................................   16
     12.  Security Ownership of Certain Beneficial Owners and
            Management................................................   16
     13.  Certain Relationships and Related Transactions..............   16
 
PART IV...............................................................   17
     14.  Exhibits, Financial Statement Schedules, and Reports on Form
            8-K.......................................................   17
 
SIGNATURES............................................................   21
 
EXHIBIT INDEX.........................................................   22
 
FINANCIAL STATEMENT SCHEDULES.........................................  S-2
</TABLE>
<PAGE>   3
 
                                     PART I
 
ITEM 1.  BUSINESS
 
BACKGROUND
 
     Weirton Steel Corporation (the "Company") and its predecessor companies
have been in the business of making and finishing steel products for nearly 90
years at the Company's facilities located in Weirton, West Virginia. From
November 1929 to January 1984, the Company's business had been operated as the
Weirton Steel Division of National Steel Corporation. Incorporated in Delaware
in November 1982, the Company acquired its principal operating assets in January
1984.
 
     The Company is a major "integrated" steelmaker. As such, it makes carbon
steel from raw materials to industry and customer specifications. In primary
steelmaking, iron ore pellets, iron ore, coke, limestone and other raw materials
are consumed in blast furnaces to produce molten iron or "hot metal." The
Company then converts the hot metal into raw or liquid steel through its basic
oxygen furnaces where impurities are removed, recyclable scrap is added and
metallurgy for end use is determined on a batch by batch basis. The Company's
basic oxygen process shop ("BOP") is one of the largest in North America,
employing two vessels, each with a steelmaking capacity of 360 tons per heat.
Liquid steel from the BOP is then formed into slabs through the Company's multi-
strand continuous caster. The slabs are then reheated, reduced and finished into
coils by extensive rolling and shaping at the Company's modern hot strip mill
and, in many cases, by further tempering, plating or coating at the Company's
downstream finishing operations. See Item 2. "Properties" for a more detailed
description of the specific units involved in the Company's operations.
 
PRINCIPAL PRODUCTS AND MARKETS
 
     The Company offers a wide range of rolled carbon steel products, including
hot and cold rolled sheet steel and both hot-dipped and electrolytic galvanized
products (collectively, "Sheet Products"), as well as a broad line of coated
steels, including tin plate, chrome coated, and black plate, comprising Tin Mill
Products ("TMP"). The Company's products emphasize the narrow to medium widths,
up to 48" wide, reflective of its rolling and finishing equipment, and cover a
broad range of gauges, finishes and performance specifications. The Company has
developed significant expertise in filling orders with demanding specifications.
 
     The percentages of the Company's total revenues derived from the sale of
Sheet Products and TMP for each year in the five year period ended December 31,
1998 are shown in the following table. Total revenues include the sale of
"secondary" products, principally those products not meeting prime
specifications.
 
<TABLE>
<CAPTION>
                                                  1998    1997    1996    1995    1994(1)
                                                  ----    ----    ----    ----    -------
<S>                                               <C>     <C>     <C>     <C>     <C>
Sheet products..................................   60%     62%     59%     64%       70%
Tin mill products...............................   40      38      41      36        30
                                                  ---     ---     ---     ---       ---
                                                  100%    100%    100%    100%      100%
                                                  ===     ===     ===     ===       ===
</TABLE>
 
---------------
 
(1) The large differential in Sheet Product revenues compared to TMP revenues in
    1994 resulted from strong market demand for the Company's Sheet Products and
    a fire in April 1994 that severely damaged a cold rolling facility required
    for the production of a substantial portion of the Company's TMP. The
    facility was rebuilt and returned to normal operations in the first quarter
    of 1995, which allowed the Company to resume a more traditional product mix.
 
                                        1
<PAGE>   4
 
     The following table shows the percentage of total net tons of steel
products shipped by the Company to each of its principal markets for the five
year period ended December 31, 1998.
 
<TABLE>
<CAPTION>
                                                    1998    1997    1996    1995    1994
                                                    ----    ----    ----    ----    ----
<S>                                                 <C>     <C>     <C>     <C>     <C>
Service Centers and Sheet and Strip Converters....   50%     43%     48%     43%     45%
Food and Beverage.................................   27      31      30      25      25
Pipe and Tube.....................................    6       5       6       7       6
Construction......................................    9      10       8       9      13
Consumer Durables.................................    3       3       2       3       4
Exports...........................................    3       4       2       9       0
Other.............................................    2       4       4       4       7
                                                    ---     ---     ---     ---     ---
                                                    100%    100%    100%    100%    100%
                                                    ===     ===     ===     ===     ===
</TABLE>
 
     A substantial portion of the Company's revenues are derived from long-time
customers, although the Company actively seeks new customers and constantly
seeks new markets for its products. A substantial share of the Company's Sheet
Products and TMP are shipped to customers located in the eastern portion of the
United States. A strong demand worldwide for flat rolled carbon steel products
that began in 1994 continued throughout 1995. The Company responded by exporting
approximately 9% of its shipments in 1995 compared to previous years when only
nominal quantities were shipped to export markets. The Company's export efforts
were hampered in 1996 by unfavorable exchange rates and prices in foreign
markets which disadvantaged domestic producers. As a result, the Company
experienced a sharp reduction in its 1996 exports of Sheet Products, while TMP
exports actually increased. The Company's 1997 exports improved over 1996
levels, but remained adversely affected, particularly for Sheet Products, by the
continuing strength of the US Dollar. Exports decreased in 1998 compared to 1997
as a continued strong U.S. Dollar and economic difficulties in many foreign
countries caused an unfavorable export environment. The Company plans to ship
products to international markets through its joint venture, WeBCo International
LLC ("WeBCo"), when favorable economic and business conditions exist. See
"Business Strategy and Development."
 
     The Company's products are sold through salaried Company employees who
operate from corporate headquarters and through seven regional sales offices.
Sales orders taken in the field are subject to home office approval. Several
years ago the Company combined its sales force structure from separate Sheet
Products and TMP organizations into a unified commercial sales organization. The
unified organization is closely linked with technical services personnel who
assist the Company with product engineering and development. The Company
believes that the sales organization plays an important role in identifying and
achieving a more favorable strategic market mix for the Company. In October
1996, the Company became the first major domestic producer to initiate product
sales from its Internet website. In 1998, the Company began selling its excess
and non-prime products through MetalSite L.P. (http://www.metalsite.net), a
limited partnership including the Company, LTV Corporation and Steel Dynamics,
Inc. See "Business Strategy and Development." The Company continues to explore
new means and methods of expanding customer access through electronic markets.
 
     Trade orders on hand for the Company's products at December 31, 1998, 1997
and 1996 amounted to approximately 305, 471, and 528 thousand tons,
respectively. Substantially all orders on hand at any time are expected to be
filled within a 12 month period. Since the Company produces steel in response to
orders primarily of established grades and specifications, resulting in short
order processing time and relatively rapid inventory turnover, it does not
believe that order backlog is material to its business.
 
     Sheet Products. Hot rolled products are sold directly from the hot strip
mill as "hot bands," or are further processed using hydrochloric acid to remove
surface scale and are sold as "hot rolled pickled" or "hot rolled pickled and
oiled." Hot roll is used for unexposed parts in machinery, construction products
and other durable goods. Most of the Company's sales of hot rolled products have
been to steel service centers, pipe and tube manufacturers and converters. In
1998, the Company shipped 747 thousand tons of hot rolled sheet, which accounted
for 18% of its total revenues.
 
                                        2
<PAGE>   5
 
     Cold rolled sheet requires further processing including additional rolling,
annealing and tempering to enhance ductility and surface characteristics. Cold
roll is used in the construction, steel service center, commercial equipment and
container markets, primarily for exposed parts where appearance and surface
quality are important considerations. In 1998, the Company shipped 336 thousand
tons of cold rolled sheet, which accounted for 11% of its total revenues.
 
     Galvanized hot-dipped and electrolytic sheet is coated primarily with zinc
compounds to provide extended anti-corrosive properties. Galvanized is sold to
the electrical, construction, automotive, container, appliance and steel service
center markets. In 1998, the Company shipped 685 thousand tons of galvanized
products, which accounted for 31% of total revenues. The Company is seeking to
expand its participation in galvanized steel markets primarily through GalvPro
L.P. ("GalvPro") its joint venture with Hoogovens Staal B.V. See "Business
Strategy and Development."
 
     Generally, the Company obtains relatively higher profit margins on those
Sheet Products that require more extensive processing. Differences in pricing
among these products have varied over time depending on changes in their uses,
demand and the competitive environment. Sheet Products of the hot rolled variety
are widely regarded as commodity items in the steel industry.
 
     The following table, based on information from the American Iron and Steel
Institute ("AISI"), shows the Company's historical share of the domestic Sheet
Products market for each year in the five year period ended December 31, 1998.
 
                                 SHEET PRODUCTS
                            HISTORICAL MARKET SHARE
 
<TABLE>
<CAPTION>
                                         1998      1997      1996      1995      1994
                                        ------    ------    ------    ------    ------
                                                    (IN THOUSANDS OF TONS)
<S>                                     <C>       <C>       <C>       <C>       <C>
Industry shipments....................  51,586    52,015    50,022    47,845    47,217
Company shipments (1).................   1,771     1,918     1,957     1,955     1,991
Company market share..................     3.4%      3.7%      3.9%      4.1%      4.2%
</TABLE>
 
---------------
 
(1) Includes secondary products.
 
     While the Company's presence in the overall domestic Sheet Products market
is limited, in order to compete more effectively, the Company has concentrated
on developing offerings of more highly processed products and production
capability to provide the coil sizes favored by most of its customers. The
Company's strategy for development of its sheet business is focused on
increasing its mix of coated products, such as galvanized, while capitalizing on
developing specialty markets, such as construction, where the Company believes
that its GALFAN (registered trademark) products have potential applications in
roofing and framing. As part of its Sheet Products marketing strategy, the
Company is also making efforts to develop relationships with strip re-rollers to
increase sales of its cold rolled products, to enhance high quality end use of
its products marketed through steel service centers, and to develop the hot
rolled market for heavier gauge and higher carbon applications.
 
     Tin Mill Products. The Company has enjoyed substantial market share and a
widely held reputation as a high quality producer of TMP. Although categorized
as "tin mill products," these products actually comprise a wide variety of light
gauge coated steels. Tin plate and black plate products are sold under the
Company name and under such registered trademarks as WEIRITE and WEIRLITE. In
addition to tin plate and black plate, the Company produces electrolytic
chromium coated steel under the registered trademark WEIRCHROME.
 
     The Company is one of the largest domestic producers of TMP. During 1998,
the Company's market share of TMP was approximately 22%. The Company's market
share of TMP has consistently approximated that level, except for 1994 when it
achieved only a 15% share due to an extended cold rolling facility outage. TMP
shipments on an industry-wide basis have remained relatively steady in recent
years even as plastic, aluminum, composites and other materials have competed
for potential growth in some applications. The TMP market is now primarily
directed at food, beverage, and general line cans. The majority of the Company's
TMP sales have been to can manufacturing and packaging companies, a substantial
amount of whose annual requirements are
 
                                        3
<PAGE>   6
 
established in advance. This market is characterized by a small number of
manufacturers and increasing concentration of buying power. During 1998,
shipments to the Company's five largest TMP customers accounted for 28% of total
revenues and shipments to Ball Corporation accounted for approximately 12% of
total revenues. The balance of the TMP is sold to other can manufacturers,
manufacturers of caps and closures and specialty products ranging from film
cartridges, lighting fixtures and battery jackets to cookie sheets and curtain
rods. As a result of more predictable sales patterns for TMP, the Company is
able to determine in advance a significant portion of its production
requirements, allowing it to operate its production facilities more efficiently
and adjust its marketing and production efforts for other products.
Historically, the greater predictability of the TMP market and its relative
pricing stability have served to cushion the Company against greater price
volatility in the Sheet Product market. However, TMP has long been a market with
limited opportunities for expansion on the domestic front.
 
     The following table, based on AISI information, shows the Company's
historical share of the domestic TMP market for each year in the five year
period ended December 31, 1998.
 
                               TIN MILL PRODUCTS
                            HISTORICAL MARKET SHARE
 
<TABLE>
<CAPTION>
                                             1998     1997     1996     1995     1994
                                             -----    -----    -----    -----    -----
                                                      (IN THOUSANDS OF TONS)
<S>                                          <C>      <C>      <C>      <C>      <C>
TMP industry shipments.....................  3,714    4,058    4,108    3,942    4,137
Company shipments (1)......................    804      854      899      763      615
Company market share.......................     22%      21%      22%      19%      15%
</TABLE>
 
---------------
 
(1) Includes secondary products.
 
     The Company has the capacity to produce sufficient quantities of "clean"
steel (steel with fewer impurities) to fill anticipated TMP orders for the near
term. The Company's facilities and expertise also allow it to produce the
lightest gauges of tin plate, enhancing the manufacturing efficiencies of the
Company's customers and promoting the use of its steel in leading edge
technology products such as thin-walled containers.
 
     The Company has been a leading innovator in the development of can making
technology through its WEIRTEC (registered trademark) research and development
center. Although highly competitive prices for aluminum have relegated steel to
an insignificant share of the domestic beverage container market in recent
years, the Company believes that two piece thin-walled steel beverage containers
have potential for growth in this sector, based primarily on improved production
efficiencies for steel cans and increased industry success in promoting the
recycling of steel. However, the Company also believes it is unlikely that this
potential will be realized without a sustained increase in aluminum prices and
an effective program by domestic TMP producers encouraging can makers to convert
beverage can lines to steel. The Company engages in other end product research
and development and provides support services to its customers. The Company
believes these services have been of significant assistance, particularly to its
TMP customers, and promote the consumption of the Company's products. See
"Research and Development."
 
     The Company owns and operates a 1.1 million square foot Finished Products
Warehouse (the "FPW") near the Company's mill with storage and staging areas for
TMP. The FPW facilitates "just in time" production and delivery to five of the
Company's major TMP customers which are located in attached, or nearby,
manufacturing facilities. As steel coils are needed by customers' operations,
they are moved from the adjoining central storage areas and loaded directly on
to customers' production lines. This arrangement provides reductions in
transportation costs for the Company and its customers.
 
RELATED PRODUCTS AND SERVICES
 
     The Company is currently rolling and finishing various types and grades of
stainless steel on its hot mill on a tolling basis for several major stainless
steelmakers. Special operating procedures and expertise, generally not possessed
by the Company's domestic integrated carbon steel competitors, are required to
roll and finish stainless
 
                                        4
<PAGE>   7
 
steel. To date, revenues from these activities have not been material to the
Company. From time to time, the Company has produced and sold carbon steel slabs
and hot metal to other carbon steelmakers. On limited occasions, the Company has
also performed downstream processing of products for other carbon steelmakers,
as well as having its own products further processed by other steelmakers.
 
BUSINESS STRATEGY AND DEVELOPMENT
 
     The Company's strategic objective is to be a first tier global provider, in
terms of cost, quality and customer service, of specialty plated, coated and
cold rolled products. The Company's business strategy seeks to achieve this
objective by: (i) continuing to implement cost and productivity improvements;
(ii) further improving its product mix toward higher value-added light gauge
cold rolled and coated products; and (iii) maximizing the utilization of its
assets.
 
     The Company's cost and productivity projects either implemented or
currently being implemented include: new supply management programs to
coordinate and reduce costs in the procurement of material and services; new
programs to reduce energy and raw material requirements, ranging from scrap
management to enhanced blast furnace turbo blowers; and programs to rationalize
human resources with the Company's competitive needs.
 
     The Company's product mix improvement efforts are complementary to its
productivity improvement in that they seek to take advantage of the Company's
enhanced capability to produce a greater proportion of higher value added
products. The Company's product mix improvement efforts are focused on the
targeting of selective international markets for TMP and the development of
domestic specialty markets for coated products, such as galvanized in
construction and light gauge high tensile steel in packaging, together with
enhanced sales-customer-technical coordination and improved production
management and information systems.
 
     The Company also seeks to maximize the utilization of available assets
through a number of projects and initiatives. As indicated in Item 2
"Properties", the design capacity of the Company's hot mill (rebuilt in 1992)
exceeds the design capacity of the Company's multi-strand caster (rebuilt in
1990) to produce slabs for reduction at the hot mill. As noted in "Related
Products and Services", the Company has utilized some of its excess hot mill
capacity in tolling activities for stainless and other carbon steelmakers and in
processing purchased slabs for its own value-added products as required by the
Company's order book. The Company has also sought to increase the amount of hot
metal from blast furnace operations through the 1997 reline of its No. 1 Blast
Furnace, to improve operating practices in order to maximize steelmaking at its
BOP shop and caster, and to increase throughput at its value added downstream
finishing facilities by, among other things, enhancing its No. 9 Tandem Mill.
 
     In response to the market conditions described below under "Competition and
Other Industry Factors", the Company has temporarily idled its No. 4 Blast
Furnace. The Company's raw steel requirements will be met by the production from
the No. 1 Blast Furnace and supplemented by outside sourcing of slabs. The
Company believes this strategy will enable it to reduce costs and better manage
inventory levels and working capital requirements.
 
     To further implement the Company's business strategy, in September 1997, it
formed WeBCo as a joint venture with the United Kingdom-based Balli Group, plc.
WeBCo's objective is to penetrate new foreign markets for the export of the
Company's products and to expand the Company's domestic offerings with a range
of products complementary to those from its own mill.
 
     To take advantage of expanding opportunities in the galvanized markets, the
Company, together with Dutch steelmaker Hoogovens Staal B.V., organized GalvPro
in 1997. In 1998, financing was obtained and construction began on GalvPro's
300,000 ton per year 60 inch hot dip galvanizing facility in Jeffersonville,
Indiana. Although the project experienced some delay occasioned by the need to
replace its original general contractor, production from the facility is
expected to commence during the fourth quarter of 1999.
 
     In order to exploit e-commerce opportunities, in July 1998 the Company
formed MetalSite L.P. MetalSite's website (http://www.metalsite.net) provides a
secure web-based market place for buyers and sellers of steel. The Company has
sold its excess and secondary product through MetalSite's auction web site since
MetalSite
 
                                        5
<PAGE>   8
 
commenced operations in November 1998. Prior to November 1998, the Company had
sold secondary and excess products through its own web site.
 
     The Company continually develops and reviews strategies designed to enhance
the scope and improve the profitability of its business. In connection with such
activities, the Company is pursuing or considering a variety of other projects
aimed at exploiting product use, penetrating new markets or reducing operating
costs. These projects, if developed by the Company, could include joint
ventures, partnering or strategic alliances. The Company cannot predict whether,
or to what extent, the projects resulting from its ongoing business development
strategies will be implemented.
 
RAW MATERIALS
 
     Unlike many of its larger competitors, the Company does not own or
participate in the ownership of raw materials, or operate production facilities,
from which it can draw its raw material requirements. As a result, the Company
must buy these materials on the open market.
 
     The Company has a contract with a subsidiary of Cleveland-Cliffs Inc. to
purchase the Company's standard and flux grade iron ore pellet requirements.
This contract, which extends through 2005, provides for a minimum tonnage of
pellets to be supplied based on the production capacity of the mining source and
for pricing dependent on the production costs of one of the mines. The Company
has entered into an amendment to its existing agreement, with that supplier
extending, through 2004 to purchase its additional pellet requirements based on
competitive market prices.
 
     The Company has a contract with USX Corporation to purchase blast furnace
coke for a term which extends through December 31, 2001, subject to extension.
Under the contract, the Company must give notice by mid-October of each year of
its required coke volumes for the following year and has the option to purchase
up to 100% of its coke requirements for each year, subject to a minimum of
either 80% of requirements or a fixed tonnage, depending on certain operating
configurations at the Company's blast furnaces. If the Company does not commit
to take the tonnages above minimum requirements for any year, the supplier has
the option of determining whether it will supply future tonnages above the
minimum, until such time as it actually does so, after which the Company again
has the option to take its full requirements. Accommodations have been agreed to
with USX which will adjust the minimum volume during the period the No. 4 Blast
Furnace is idle. Coke prices under the contract are based on the prevailing
market, subject to a ceiling and floor over the life of the contract, a limit on
annual change, and certain adjustments based on blast furnace operations. In
addition, the Company continues to explore and utilize alternative sources for
coke, including from overseas suppliers. The Company, like other steelmakers,
has utilized technologies calculated to achieve some reduction in the
consumption of coke in blast furnace operations. Nevertheless, if coke making
capacity available to the industry continues to decline, future coke prices may
be subject to significant escalation.
 
     The Company obtains its limestone and other raw materials requirements, in
most cases, from multiple sources with the issue being price and quality rather
than availability of supply.
 
     The Company utilizes scrap in its steelmaking process. Scrap is available
from multiple sources with the issue being price and quality rather than
availability of supply.
 
     The Company operates as a 100% continuously cast producer. However, the
Company's requirements for slabs occasionally have exceeded its capacity to
produce them, and production outages from iron or steelmaking operations have
required the use of slabs from outside sources. Generally, the Company has been
able to purchase slabs as and when needed. For as long as the Company continues
to operate only one blast furnace, it will be required to source slabs from
outside suppliers. The Company has obtained commitments for delivery of a
sufficient supply of slabs during the period the No. 4 Blast Furnace is expected
to remain idle.
 
     The primary sources of energy used by the Company in its steel
manufacturing process are natural gas, oil, and electricity. In recent years,
the Company has entered into natural gas purchase contracts with gas suppliers
and transportation contracts with transmission companies. These long term
arrangements have helped to reduce or control fluctuations in prices paid for
gas. In 1995, the Company entered into a 15-year contract for the supply of
oxygen to its steelmaking facilities. This agreement significantly reduced the
Company's oxygen supply costs.
                                        6
<PAGE>   9
 
     The Company generates a significant amount of electricity and steam for
processing operations from a mixture of excess blast furnace gas and natural
gas. The Company continually attempts to conserve and reduce the consumption of
energy in its steelmaking operations. A number of the Company's facilities have
alternate fuel burning capability. A substantial increase in the Company's
energy costs or a shortage in the availability of its sources could have an
adverse effect on the Company.
 
     Management believes that the Company's long term raw materials contracts
are at generally competitive terms.
 
COMPARATIVE PRODUCTION AND SHIPMENTS
 
     The rebound in domestic steel industry production and shipments which had
occurred over the five year period from 1993 through 1997 was halted in the
second half of 1998 due to record levels of imports. Capacity utilization, which
had peaked at 93% in 1995, dropped to 86% in 1998 as most domestic steelmakers,
including the Company, curtailed production in response to the oversupply
condition brought on by the import glut. In addition to curtailed production,
capacity utilization was affected by new steel production and finishing
facilities entering the market place.
 
     In 1998, the Company produced 2.8 million tons of raw steel and shipped 2.6
million tons of finished and semi-finished steel products. The following table
sets forth annual production capability, utilization rates and shipment
information for the Company and the domestic steel industry (as reported by the
AISI) for each year in the five year period ended December 31, 1998.
 
                            PRODUCTION AND SHIPMENTS
                            HISTORICAL MARKET SHARE
 
<TABLE>
<CAPTION>
                                             1998     1997     1996     1995     1994
                                             -----    -----    -----    -----    -----
                                                      (IN THOUSANDS OF TONS)
<S>                                          <C>      <C>      <C>      <C>      <C>
Company
  Raw steel production.....................    2.8      2.9      2.8      2.8      2.7
  Capability...............................    3.0      3.0      3.0      3.0      3.0
  Utilization..............................   93.0%    97.0%    95.0%    95.0%    91.0%
  Shipments................................    2.6      2.8      2.9      2.7      2.6
  Shipments as a percentage of industry
     total.................................    2.5%     2.6%     2.9%     2.8%     2.7%
 
Industry
  Raw steel production.....................  107.6    105.4    102.2    102.7     97.9
  Capability...............................  125.3    119.0    116.1    110.4    108.2
  Utilization..............................   85.9%    88.5%    90.0%    93.0%    91.0%
  Shipments................................  102.1    105.5    100.5     97.5     95.3
</TABLE>
 
COMPETITION AND OTHER INDUSTRY FACTORS
 
     The domestic steel industry is a cyclical business with intense competition
among producers. Manufacturers of products other than steel, including plastics,
aluminum, cardboard, ceramics and glass, have made substantial competitive
inroads into traditional steel markets. During recessionary periods, the
industry's high level of production capacity relative to demand levels has
resulted in the reduction of selling prices across a broad range of products.
 
     In response to increased competition, domestic steel producers have
invested heavily in new plant and equipment, which has improved efficiency and
increased productivity and quality. Many of these improvements are in active
service and, together with the achievement of other production efficiencies,
such as manning and other work rule changes, have tended to lower costs. In
addition, it is estimated that approximately 4 to 6 million tons of new
steelmaking capacity (primarily mini-mills) will be in place over the next two
years, further threatening the viability of less efficient facilities. The
Company has responded to competitive cost reductions through its own capital
improvement program and ongoing cost reduction efforts to achieve operating
 
                                        7
<PAGE>   10
 
efficiencies. Prior to 1993, the Company's efforts focused on its steelmaking
operations and hot mill. Since that time, the focus has shifted to downstream
operations and primary iron making.
 
     Domestic producers face competition from foreign producers over a broad
range of products. Many foreign steel producers are aligned with governmental
interests and thereby subject to influence by political and economic policy
considerations, as well as prevailing market conditions. As a percentage of
domestic consumption, steel imports excluding semi-finished products (primarily
slabs), were at approximately 26%, 20%, and 19% in 1998, 1997 and 1996,
respectively. Steel imports of hot rolled and cold rolled steel increased 42% in
1998, compared to 1997. A strong U.S. Dollar and financial crises in Asia and
Russia created more intense competitive pressure from steel imports. On
September 30, 1998, the Company, eleven of its competitors and two labor
organizations filed trade cases against imported hot-rolled steel from Brazil,
Japan, and Russia. The cases were filed with the U.S. International Trade
Commission (the "ITC") and the U.S. Department of Commerce. Anti-dumping cases
were filed against the three countries, while a subsidy complaint was also filed
against Brazil. These cases allege the countries have engaged in dumping
practices, a violation of U.S. trade laws. On November 16, 1998, the ITC issued
its preliminary ruling that the high volumes of low-priced imported steel had
damaged the domestic steel industry.
 
     On February 12, 1999, the Commerce Department made a preliminary ruling in
favor of the U.S. producers on the hot-rolled cases against Brazil and Japan.
The Commerce Department imposed anti-dumping duties against the steel producers
of both nations as well as countervailing duties against the Brazilian
producers. (Countervailing duties are meant to counter the effect of government
subsidization.) The anti-dumping margins ranged from 25% to 67% against Japanese
producers and from 50% to 71% against Brazilian producers. Countervailing duties
assessed against Brazilian producers ranged from 6% to 9%. A preliminary finding
was also made against Russian producers. However, the Commerce Department has
announced a tentative suspension agreement with Russia. Under this agreement,
the preliminary duties ranging from 71% to 218% will be suspended in exchange
for a six month moratorium on shipments, a price floor, and import quotas
limiting Russian hot-rolled steel to the pre-surge, 1996 levels.
 
     The Company expects the results of trade cases will help stabilize selling
prices in the current market. However, the relative strength of the U.S. Dollar
and the weakness of many foreign economies will cause continued competitive
pricing pressures from imports.
 
     In March 1997, the Company joined with two other domestic steel producers
and 29 domestic pipe and tube producers in requesting United States government
agencies to file a protest with the World Trade Organization (the "WTO") over
actions taken by the Republic of Korea to subsidize a Korean producer, allegedly
in violation of the WTO subsidy code, permitting the Korean producer to flood
Asian markets with low priced hot-rolled steel.
 
     Integrated steelmakers also face increased competition from mini-mills.
Mini-mills are efficient, low-cost producers that generally produce steel by
melting scrap in electric arc furnaces, utilize new technologies, have lower
employment costs and target regional markets. Mini-mills historically have
produced lower profit margin products, such as bars, rods, wire and other
commodity-type steel products not produced by the Company. Thin cast technology
has allowed mini-mills to enter certain of the sheet markets supplied by
integrated producers. Such facilities have been placed in operation and are
competing in the hot rolled, cold rolled and galvanized marketplace, and other
entities have announced plans or are in the process of starting similar
facilities. In other instances, mini-mills seeking to capture segments of the
flat rolled market have located facilities where they are geographically
advantaged compared to their integrated competition. Mini-mills generally
continue to have a cost advantage over integrated steel producers. Most of the
new capacity in the domestic industry has resulted from growth in mini-mill
operations, some of which rival the capacity and product range of the integrated
mills.
 
     The Company's primary competitors in Sheet Products consist of most
domestic and international integrated steel producers and mini-mills. The
Company's primary TMP competitors in recent years have been USX Corporation, LTV
Corporation, Bethlehem Steel Corporation, National Steel Corporation and
USS-POSCO Industries.
 
                                        8
<PAGE>   11
 
     The Company experiences strong competition in all its principal markets
with respect to price, service and quality. The Company believes that it
competes effectively in all these categories by focusing its marketing efforts
on creating strong customer relationships by providing high quality products at
competitive prices.
 
RESEARCH AND DEVELOPMENT
 
     The Company engages in research and development for the improvement of
existing products and processes, and the development of new products and product
applications. During 1998, 1997, and 1996, the Company spent approximately $2.9
million, $3.1 million, and $3.4 million, respectively, for research and
development activities. WEIRTEC, the Company's research and development center
specializing in the advancement of steel can making technology, maintains
research and prototype steel packaging manufacturing facilities, analytical
laboratory facilities and computer simulation systems in Weirton, West Virginia.
In recent years, WEIRTEC has played a central role in the development of
thin-wall, two piece beverage can technology and other products seeking to
capitalize on the Company's production expertise, particularly in coated
products. WEIRTEC research projects have also included clean steel production
techniques, polymer to steel lamination, and the application of galvanized steel
products to the residential and commercial construction industry. WEIRTEC
assists customers in the development of new products and collaborates with the
AISI in the development of new product lines and production techniques to
increase the use and quality of steel as a material of choice. The Company
believes that the scientists, engineers, technicians and the WEIRTEC facilities
enhance the Company's technical excellence, product quality and customer
service.
 
     The Company owns a number of patents that relate to a wide variety of
products and applications and steel manufacturing processes, has pending a
number of patent applications, and has access to other technology through
agreements with other companies. The Company believes that none of its patents
or licenses, which expire from time to time, or any group of patents or licenses
relating to a particular product or process, is of material importance in its
overall business. The Company also owns a number of registered trademarks for
its products.
 
ENVIRONMENTAL CONTROL
 
     Compliance. The Company is subject to extensive federal, state and local
laws and regulations governing discharges into the air and water, as well as the
handling and disposal of solid and hazardous wastes. The Company is also subject
to federal and state requirements governing the remediation of environmental
contamination associated with past releases of hazardous substances. In recent
years, environmental regulations have been marked by increasingly strict
compliance standards. Violators of these regulations may be subject to civil or
criminal penalties, injunctions or both. Third parties also may have the right
to sue to enforce compliance.
 
     Capital expenditures for environmental control facilities were
approximately $11.5 million in 1998, $8.4 million in 1997 and $9.4 million in
1996. For 1999, the Company has budgeted approximately $0.5 million in capital
expenditures for environmental control facilities. Given the nature of the
steelmaking industry, it can be expected that additional capital expenditures
will be required from time to time to permit the Company to remain in compliance
with current and future environmental regulations. Since the effects of future
requirements are not determinable at present, it is not possible to predict the
ultimate future cost of compliance. The Company, like its competitors, does not
expect to be able to pass on to customers cost increases specifically resulting
from compliance with environmental regulations.
 
     In the past, the Company has resolved environmental compliance issues
through negotiated consent orders and decrees with environmental authorities,
pursuant to which the Company has paid civil penalties. The Company believes
that it is in substantial compliance with its environmental control consent
orders and decrees.
 
  MULTIMEDIA ENFORCEMENT SETTLEMENT
 
     In March 1996, the Environmental Protection Agency (the "EPA") and the West
Virginia Division of Environmental Protection (the "DEP") advised the Company
that they had identified a number of enforcement issues pertaining to water
discharges, air emissions and waste handling operations by the Company and were
prepared to initiate a "multimedia" enforcement action against the Company.
Multimedia actions involve
                                        9
<PAGE>   12
 
coordinated enforcement proceedings related to various environmental media such
as water, air and waste. In recent years, such actions have resulted in
penalties and other commitments being obtained from many of the Company's
competitors.
 
     The Company executed a consent decree with the governmental agencies in
October 1996 in resolution of such issues. Under the consent decree, the Company
paid a civil penalty of $3.2 million in January 1997 and was required to
undertake certain capital projects to assure compliance with water, air and
waste-related regulations in accordance with detailed construction schedules.
The consent decree also provided for stipulated penalties for non-compliance
with the decree's provisions.
 
     The capital projects undertaken in connection with the decree included
upgrades and modifications to air emissions control equipment, wastewater
treatment systems and waste handling facilities. Construction of a majority of
the projects has been substantially completed, resulting in Company expenditures
of approximately $14.5 million through 1998. A significant portion of these
expenditures had been included in the Company's capital budget prior to the
negotiations which led to the settlement. The Company anticipates that it will
expend approximately an additional $5.3 million through 2000 to complete the
construction and implementation of the remaining capital projects.
 
     The required capital projects, as well as other terms of the consent decree
have necessitated, and will necessitate, changes in operating procedures at the
Company's facilities. While the Company has mitigated many of the increased
operating costs attributable to these changes, operating costs are likely to
increase as a result of the requirements. Based on its experience thus far, the
Company does not believe that any such increase will be material to its results
of operations.
 
  WATER DISCHARGE PERMITTING
 
     In June 1994, the DEP issued a renewal National Pollutant Discharge
Elimination System ("NPDES") permit to the Company for its water discharges. The
renewal NPDES permit contained a number of new requirements and effluent
limitations. In February 1997, the Company reached a settlement with the DEP
regarding remaining NPDES issues. That settlement was amended in July 1997 and
again in 1998. Among other things, the amended settlement requires the Company
to achieve compliance by June 2001 with more stringent effluent limitations and
to conduct certain defined studies with regard to other potentially more
stringent effluent limitations. It is not possible at this time to estimate the
costs which may be necessitated to achieve compliance with the final
limitations, in part because DEP has not made final determinations regarding the
limitations.
 
  RCRA CORRECTIVE ACTION ORDER
 
     In connection with the multimedia consent decree in 1996, the EPA also
issued a corrective action order. The order requires the Company to conduct
investigative activities to determine the nature and extent of hazardous
materials which may be located on the Company's property and to evaluate and
propose corrective measures needed to abate any unacceptable risks. Areas within
the Company's property have been prioritized, and the Company has been
developing investigation workplans for the high priority areas. The Company does
not know the nature or extent of hazardous materials located on its property and
it is not possible at present to estimate the ultimate cost to comply with the
order or to conduct any required remedial activity. The Company believes that it
may be entitled to indemnification, as described below, for at least a portion
of the costs incurred by the Company to comply with the corrective action order
and to undertake any required remedial action.
 
     Waste Sites. Under the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended ("CERCLA"), and similar state statutes,
the EPA and state regulators have authority to impose strict, joint and several
liability on waste generators, owners, operators and other potentially
responsible parties ("PRPs") for the cost of remediating contaminated
properties. By reason of the agreements pursuant to which the Company purchased
the operating assets of the Weirton Steel Division (the "Division") from
National Steel Corporation ("National"), the Company is entitled to
indemnification from National for certain environmental liabilities, including
those relating to the remediation of certain contaminated sites, as more fully
described below. The Company understands that National has provided notices to
EPA regarding a number of such sites as required by law. The Company further
understands that National has been involved, at the request of the EPA or
                                       10
<PAGE>   13
 
state agencies, in voluntary remedial activities with respect to a number of
such sites. Insofar as any of those sites involve liabilities under
environmental laws or regulations for prior Division activities, the Company
believes it is indemnified by National.
 
     The Company and/or its predecessors have been conducting steel
manufacturing and related operations at various locations, including the
Company's current plant site, for almost 90 years. Although the Company and its
predecessors utilized operating practices that were standard in the industry at
the time, hazardous substances may have been released on or under these sites.
In accordance with regulatory requirements under the previously described RCRA
order, the Company is required to investigate these prior releases and take
corrective action where deemed appropriate. See "RCRA Corrective Action Order."
In addition, the Company and its predecessors have disposed of solid and
hazardous wastes at various off-site waste disposal sites. Pursuant to CERCLA
and similar state laws, the Company may be required to remediate contamination
at some of these sites or participate in the sharing of such costs as deemed
necessary. The Company does not have sufficient information to estimate its
potential liability in connection with potential future remediation in general.
However, the Company believes that if any such remediation is required, it will
occur over an extended period of time. In addition, the Company believes that
many of these sites may also be subject to indemnity obligations by National to
the Company.
 
  TEX TIN SITE
 
     In September 1989, the EPA notified the Company that it was considered to
be among a number of PRPs for the disposal of wastes at the Tex Tin site near
Texas City, Texas, and requested the Company's voluntary participation in
certain remedial actions. The Company's records do not indicate any involvement
with the site by the Company. Both the Company and National were named as
defendants in a suit filed by Amoco Chemical Corporation in the U.S. District
Court for the Southern District of Texas in May 1996; the Company, however, was
never served with a summons and thus is not currently a party to the action. The
suit alleges that the Company, National and numerous other defendants are liable
for Amoco's remedial costs expended at the Tex Tin site. The Company believes
that National would be responsible for any remedial actions if there had been
prior involvement by the Division. The complaint has lapsed without proper
service on the Company, as a result of which the Company believes it cannot be
made a party to this action.
 
  HANOVER TOWNSHIP SITE
 
     In May 1992, the Company received notice from the Pennsylvania Department
of Environmental Resources that it was considering a closure plan and
post-closure plan for a solid waste landfill facility in Hanover Township,
Pennsylvania (the "Hanover Site") operated by Starvaggi Industries Inc. From at
least the 1960's through mid-1983, National and, after mid-1983, the Division
and the Company disposed of solid wastes at the facility. The Company believes
that while it disposed of various materials which were residual to the
steelmaking industry, such materials were not classified as hazardous wastes
under applicable law. At this time, definitive closure plans and post-closure
care plans have not been adopted. National's liability with respect to the
closure of this facility is limited to $1.0 million. Although there can be no
assurances, the Company does not anticipate that its costs for site closure will
exceed the limitation on National's liability.
 
  SHILOH LANDFILL
 
     The Company leases certain real property in Hancock County, West Virginia,
known as the Shiloh Landfill ("Shiloh Landfill"), from Shiloh River Corporation
("SRC"). Under an agreement with SRC, which remains the operator of the solid
waste landfill at that site, the Company is the intended sole disposer. The
Company disposed of some of its general refuse, construction and demolition
debris, and industrial non-hazardous waste materials at the Shiloh Landfill. In
February 1997, SRC received a compliance order from the DEP, which cited a
number of operational deficiencies and required Shiloh Landfill to undertake
numerous activities for the purposes of remediating alleged violations of
applicable law and regulations. Although certain of the required activities were
undertaken by Shiloh Landfill in a timely manner, SRC and the Company filed a
notice of appeal on March 11, 1997 with regard to certain other requirements and
allegations. The Company and SRC entered into settlement discussions with DEP,
and these discussions culminated in a Consent Order and Agreement ("CO&A") which
                                       11
<PAGE>   14
 
was entered by the West Virginia Environmental Quality Board in September 1997.
Under the terms of the CO&A, SRC was to cease accepting waste at the Shiloh
Landfill on or before December 31, 1998, and is to complete closure activities
at the facility on or before June 30, 1999. SRC and the Company are jointly
responsible for conducting post-closure care at the facility. The Company ceased
delivering its waste to the Shiloh Landfill in October 1998 and began disposing
of its non-hazardous waste material at another site in the vicinity under a ten
year disposal agreement with its operator.
 
     Indemnification. According to the agreements by which the Company acquired
the assets of the Division from National, the Company is entitled to
indemnification from National for liabilities, including governmental and
third-party claims, arising from violations prior to the acquisition, and
National is entitled to indemnification from the Company for such items after
the acquisition. In addition, the Company, subject to the $1.0 million
limitation applicable to the Hanover Site described above, is entitled to
reimbursement for clean-up costs related to facilities, equipment or areas
involved in the management of solid or hazardous wastes of the Division ("Waste
Sites"), as long as the Waste Sites were not used by the Company after the
acquisition. Third-party liability claims relating to Waste Sites are likewise
covered by the respective indemnifications.
 
     The Company's ability to obtain future reimbursement or indemnification
relating to environmental claims from National depends, in addition to
National's continued financial viability, on the nature of future claims made by
the Company and on the parties' agreement as to contractual coverage of the
claims.
 
EMPLOYEES
 
     At December 31, 1998, the Company, had 4,329 active employees, of whom
3,262 were engaged in the manufacture of steel products, 508 in support
services, and 154 in sales and marketing activities and 405 in management and
administration. Of the 4,329 active employees at December 31, 1998, 510 were on
short-term layoff. In 1992, the Company implemented a strategic program designed
to reduce its workforce primarily through retirement programs and attrition.
Through that program, the Company reduced its overall workforce by 19% through
1995. In 1996, the Company implemented an additional program to reduce its
supervisory and managerial workforce by approximately 20%. In 1997, the Company
reduced its represented workforce by approximately 13% from 1995 levels through
a retirement program. In 1998, the Company implemented another program to reduce
its supervisory and managerial workforce through an early retirement window. As
a result of the window, the Company expects to reduce its supervisory and
managerial workforce by 8% in 1999.
 
     At December 31, 1998, approximately 3,530 active Company employees in
bargaining units covering production and maintenance workers, clerical workers
and nurses were represented by the Independent Steelworkers Union (the "ISU").
The Company is a party to collective bargaining agreements with the ISU for
those units and with the Independent Guard Union for security personnel, which
expire in March 2001 and May 2000, respectively. The Company believes that the
terms of its collective bargaining agreements are generally comparable to those
between other major steel producers and their unions. However, the Company's
agreements provide for the continuation of a Company-wide profit sharing plan
pursuant to which up to 35% of adjusted net earnings may be paid to employees
and substantially eliminate many restrictive workrules pertaining to the
assignment and scheduling of employees.
 
     From January 1984 until June 1989, the Company was owned in its entirety by
its employees through the Company's 1984 Employee Stock Ownership Plan (the
"1984 ESOP"), in which substantially all employees were participants. In June
1989, the 1984 ESOP completed a public offering of common stock, resulting in
that security being listed and traded on the New York Stock Exchange.
 
     Substantially all the Company's employees participate in its two ESOPs
which owned approximately 24.2% of the outstanding common and substantially all
of the outstanding preferred shares of the Company at March 19, 1999. These
securities represented approximately 45.8% of the voting power of the Company's
voting stock.
 
ITEM 2.  PROPERTIES
 
     The Company owns approximately 2,400 acres in the Weirton, West Virginia,
area which are devoted to the production and finishing of steel products,
research and development, storage, support services and administra-
 
                                       12
<PAGE>   15
 
tion. The Company owns trackage and railroad rolling stock for materials
movement, water craft for barge docking, power generation facilities and
numerous items of heavy industrial equipment. The Company has no material leases
for real property. The Company's mill and related facilities are accessible by
water, rail and road transportation. The Company believes that its facilities
are suitable to its needs and are adequately maintained.
 
     The Company's operating facilities include two operable blast furnaces with
an annual hot metal capacity of approximately 2.6 million tons. In March 1997,
the Company completed a planned major reline and rebuild of its largest iron
making vessel, the No. 1 Blast Furnace, as part of a capital expenditure program
for that facility approximating $85.0 million. The rebuild was designed to
increase iron production and quality, improve production efficiencies, reduce
costs and enhance environmental protection. In December 1998, the Company
temporarily idled its smaller No. 4 Blast Furnace to more closely align iron
production with reduced demand, which necessitated the purchase of some outside
slabs for finishing purposes. See Item 1. "Business--Raw Materials." The
Company's ironmaking operations through 1996 also included a sinter plant, used
to process scale, sludge and other by-products for recycling back into blast
furnace operations. In December 1996, the Company temporarily discontinued
operations at the sinter plant pending an assessment of the facility's
production equipment and the feasibility of improvements believed necessary to
assure the plant's continuing compliance with more stringent future air
pollution control standards. The facility remained idle for 1997 and 1998
pending ongoing assessment. The Company has purchased iron pellets from outside
commercial sources to replace the sinter plant output. The Company's primary
steelmaking facilities include a two vessel BOP shop with an annual capacity of
3.0 million tons of raw steel (based on a two blast furnace operation). Primary
steelmaking facilities also include a CAS-OB facility, two RH degassers, and a
four strand continuous caster with an annual slab production capacity of up to
3.0 million tons. The Company's downstream operations include a hot strip mill
with a design capacity of 3.8 million tons, two continuous picklers, three
tandem cold reduction mills, three hot dip galvanize lines, one
electro-galvanize line, two tin platers, one chrome plater, one bi-metallic
chrome/tin plating line and various annealing, temper rolling, shearing,
cleaning and edge slitting lines, together with packaging, storage and shipping
and receiving facilities. See the "Comparative Production and Shipments" section
of Item 1 for additional information regarding production capacity and
utilization rates.
 
ITEM 3.  LEGAL PROCEEDINGS
 
     The Company is involved as a defendant or plaintiff in various litigation
relating to claims arising out of its operations in the normal course of
business. Such claims involving the Company as a defendant are generally covered
by insurance. It is management's opinion that any liability resulting from
existing litigation would not have a material effect on the Company's business,
financial position or results of operations.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     None.
 
                                    PART II
 
ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
         MATTERS
 
     As of March 19, 1999, there were 41,578,068 shares of common stock, $.01
par value ("Common Stock"), outstanding held by stockholders of record. The
principal market for the Common Stock is the New York Stock Exchange, on which
that security has been listed since June 1989.
 
     Dividends on the Company's Common Stock may be paid when and as declared by
the Company's Board of Directors. The payment of dividends is subject to the
applicable provisions of Delaware corporate law governing the Company and the
discretion of the Company's Board of Directors, which, in exercising such
discretion, considers the financial performance and capital requirements of the
Company.
 
     Under restrictive covenants relating to the Company's indebtedness, the
Company's ability to pay dividends on its stock is limited to the greater of (i)
$5.0 million or (ii) $5.0 million plus one-half of the Company's cumulative
consolidated net income since March 31, 1993, plus the net proceeds from
subsequent issuances of
                                       13
<PAGE>   16
 
certain capital stock, less certain allowable payments. As of December 31, 1998,
pursuant to these covenants, the Company could pay dividends on its Common Stock
of up to $92.0 million.
 
     As of March 19, 1999, 10,054,405 shares of Common Stock, or 24% of the
outstanding shares of Common Stock, were held by one stockholder of record,
United National Bank--North, as Trustee of the 1984 ESOP. As of that date, the
1984 ESOP had approximately 6,256 participants who were active or former
employees of the Company. In addition, as of March 19, 1999 there were 1,673,182
shares of Convertible Voting Preferred Stock, Series A (the "Series A Preferred
Stock"), outstanding. As of that date, United National Bank--North, as Trustee
of the Company's second Employee Stock Ownership Plan (the "1989 ESOP"), was the
record owner of 1,652,763 shares of the Series A Preferred Stock, or over 98% of
the outstanding shares of Series A Preferred Stock, subject to the terms and
conditions of said Plan. As of that date, the 1989 ESOP had approximately 7,118
participants who were active or former employees of the Company. The Series A
Preferred Stock is not listed for trading on any exchange. The Series A
Preferred Stock has a liquidation preference of $5 per share and is convertible
into one share of Common Stock, subject to adjustment. Each share of Series A
Preferred Stock is entitled to 10 votes in all matters presented to the
stockholders for approval. Participants in the Company's two ESOPs have full
voting rights over all shares allocated to their accounts. See "Employees" under
Item 1.
 
     The following table sets forth, for the periods indicated, the high and low
sales prices of the Common Stock as reported in the consolidated transaction
reporting system.
 
<TABLE>
<CAPTION>
                                       1997               1998              1999(1)
                                    -----------        -----------        -----------
             QUARTER                HIGH    LOW        HIGH    LOW        HIGH    LOW
             -------                ----    ---        ----    ---        ----    ---
<S>                                 <C>     <C>        <C>     <C>        <C>     <C>
First.............................   3 3/8   2 1/2     3 3/16   2 11/16    2 1/8   1 1/2
Second............................   3 1/4   2 1/2      4 7/16  3 3/8
Third.............................   5 1/4   2 11/16    3 7/8   2 1/2
Fourth............................   4 5/8   2 1/2      2 1/2   1 1/2
</TABLE>
 
---------------
 
(1) First Quarter 1999 through March 19, 1999.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
     The information required by this Item is incorporated herein by reference
to the caption "Selected Financial and Statistical Data" of the Company's 1998
Annual Report to Stockholders. With the exception of the information
specifically incorporated by reference, the 1998 Annual Report to Stockholders
is not to be deemed filed as part of this Report for purposes of this Item.
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS
 
     The information required by this Item is incorporated herein by reference
to the "Management's Discussion and Analysis" caption of Company's 1998 Annual
Report to Stockholders. With the exception of the information specifically
incorporated by reference, the 1998 Annual Report to Stockholders is not to be
deemed filed as part of this Report for purposes of this Item.
 
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
     The information required by this Item is incorporated by reference to the
"Quantitative and Qualitative Disclosures About Market Risk" caption within
"Management's Discussion and Analysis" in the Company's 1998 Annual Report to
Stockholders. With the exception of the information specifically incorporated by
reference, the 1998 Annual Report to Stockholders is not deemed filed as part of
this Report for purposes of this Item.
 
                                       14
<PAGE>   17
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The financial statements and supplementary data required by this Item are
incorporated herein by reference to the Company's 1998 Annual Report to
Stockholders and are listed in Item 14. "Exhibits, Financial Statement Schedules
and Reports on Form 8-K" hereof. With the exception of the information
specifically incorporated by reference, the 1998 Annual Report to Stockholders
is not to be deemed filed as part of this Report for purposes of this Item.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
     None.
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
DIRECTORS OF THE COMPANY
 
     The information required by this Item with respect to Directors of the
Company is incorporated herein by reference to the caption "Election of
Directors" and "Security Ownership of Certain Beneficial Owners and Management"
in the Company's definitive Proxy Statement relating to its 1999 Annual Meeting
of Stockholders. With the exception of the information specifically incorporated
by reference, said definitive Proxy Statement is not deemed to be filed as part
of this report for purposes of this item.
 
EXECUTIVE OFFICERS OF THE COMPANY
 
     The executive officers of the Company as of March 19, 1999 were as follows:
 
<TABLE>
<CAPTION>
                                            AGE AT
NAME                                    MARCH 19, 1999                        OFFICE
----                                    --------------                        ------
<S>                                     <C>              <C>
Richard K. Riederer...................        55         President and Chief Executive Officer
 
Craig T. Costello.....................        51         Executive Vice President--Manufacturing and
                                                         Chief Operating Officer
 
Earl E. Davis, Jr.....................        50         Executive Vice President--Commercial
 
David L. Robertson....................        55         Executive Vice President--Human Resources and
                                                         Corporate Law
 
Narendra M. Pathipati.................        41         Senior Vice President--Corporate Development and
                                                         Strategy
 
Thomas W. Evans.......................        62         Vice President--Materials Management
 
William R. Kiefer.....................        49         Vice President--Law and Secretary
 
Frank G. Tluchowski...................        48         Vice President--Engineering
 
Mark E. Kaplan........................        37         Vice President--Information Technology and
                                                         Controller
</TABLE>
 
     Unless otherwise indicated below, the executive officers of the Company
have held the positions described for at least the last five years.
 
     Richard K. Riederer has been President since January 1995 and Chief
Executive Officer since November 1995. From September 1994 to January 1995, he
was Executive Vice President Finance and Chief Financial Officer. Prior to that,
he served as Vice President and Chief Financial Officer beginning in January
1989. He has been a director of the Company since October 1993.
 
                                       15
<PAGE>   18
 
     Craig T. Costello has been Chief Operating Officer since January 1997. From
September 1994 to the present, he also served as Executive Vice
President--Manufacturing. From October 1993 to September 1994 he served as Vice
President--Operations. Mr. Costello served as General Manager--Operations from
1988 to 1993. He has been a director of the Company since April 1996.
 
     Earl E. Davis, Jr. has been Executive Vice President--Commercial since
October 1997. From July 1995 to October 1997 he served as Vice
President--Finance and Chief Financial Officer. From May 1994 to July 1995, he
served as Controller. From August 1991 to April 1994, he served as Assistant
Controller. He has been a director of the Company since October 1997.
 
     David L. Robertson has served as the Executive Vice President--Human
Resources and Corporate Law since March 1996. Prior to that, Mr. Robertson was a
senior partner in the law firm of Volk, Robertson & Hellerstedt.
 
     Narendra M. Pathipati has been serving as Senior Vice President--Corporate
Development and Strategy since October 1997. From July 1995 until October 1997,
Mr. Pathipati served as Vice President--Corporate Development and Strategy. He
also served as Treasurer of the Company from August 1991 to July 1995.
 
     Thomas W. Evans has been Vice President--Materials Management since
February 1988.
 
     William R. Kiefer has been Vice President--Law and Secretary since May
1990.
 
     Frank G. Tluchowski was appointed to the position of Vice
President-Engineering and Technology in February 1998. Prior to that
appointment, Mr. Tluchowski served as General Manager-Engineering since
September 1996. He was also area manager of the tin mill from November 1990 to
September 1996.
 
     Mark E. Kaplan was appointed Vice President--Information Technology and
Controller in March 1999. Mr. Kaplan has served as Controller since September
1995. Prior to that, Mr. Kaplan was employed by Arthur Andersen LLP, where he
held a number of positions, most recently as Senior Audit Manager.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
     The information required by this Item with respect to Directors of the
Company is incorporated herein by reference to the caption "Executive
Compensation" in the Company's definitive Proxy Statement relating to its 1999
Annual Meeting of Stockholders. With the exception of the information
specifically incorporated by reference, said definitive Proxy Statement is not
deemed to be filed as part of this report for purposes of this item.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The information required by this Item with respect to Directors of the
Company is incorporated herein by reference to the caption "Security Ownership
of Certain Beneficial Owners and Management" in the Company's definitive Proxy
Statement relating to its 1999 Annual Meeting of Stockholders. With the
exception of the information specifically incorporated by reference, said
definitive Proxy Statement is not deemed to be filed as part of this report for
purposes of this item.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     None.
 
                                       16
<PAGE>   19
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
(a) 1. The list of financial statements required to be filed by Item 8.
       Financial Statements and Supplementary Data of this Annual Report on Form
       10-K is as follows:
 
<TABLE>
<CAPTION>
      FINANCIAL STATEMENTS                                          PAGE
      --------------------                                          ----
      <S>                                                           <C>
      Report of Independent Public Accountants....................   (*)
 
      Consolidated Statements of Income for the years ended
        December 31, 1998, 1997 and 1996..........................   (*)
 
      Consolidated Balance Sheets as of December 31, 1998 and
        1997......................................................   (*)
 
      Consolidated Statements of Cash Flows for the years ended
        December 31, 1998, 1997 and 1996..........................   (*)
 
      Notes to Consolidated Financial Statements..................   (*)
 
      Supplementary Financial Information.........................   (*)
      ---------
        * Incorporated in this Report by reference from the
          Company's 1998 Annual Report to Stockholders referred to
          in Exhibit 13.1 below.
</TABLE>
 
     2. The list of financial statement schedules required to be filed by Item
        8. Financial Statements and Supplementary Data of this Annual Report on
        Form 10-K is as follows:
 
<TABLE>
        <S>                                                           <C>
        Report of Independent Public Accountants on Financial
          Statement Schedules.......................................  S-1
 
        Schedules:
             I Condensed Financial Information of Registrant........  S-2
             II Valuation and Qualifying Accounts...................  S-5
</TABLE>
 
     3. Exhibits.
 
     The following exhibits are included in this Annual Report or are
incorporated herein by reference:
 
<TABLE>
    <S>            <C>
    Exhibit 3.1    Restated Certificate of Incorporation of the Company
                   (incorporated by Reference to Exhibit 3.1 to the Company's
                   Registration Statement on Form S-1 filed May 3, 1989,
                   Commission File No. 33-28515).
 
    Exhibit 3.2    Certificate of Amendment to the Restated Certificate of
                   Incorporation of The Company (incorporated by reference to
                   Exhibit 3.2 to the Company's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1994, Commission File No.
                   1-10244).
 
    Exhibit 3.3    By-laws of the Company (incorporated by reference to Exhibit
                   3.3 to the Company's Registration Statement on Form S-1
                   filed May 3, 1989, Commission File No. 33-28515).
 
    Exhibit 3.4    Amendment to the By-laws of the Company (incorporated by
                   reference to Exhibit 3.2 to the Company's Annual Report on
                   Form 10-K for the fiscal year ended December 31, 1994,
                   Commission File No. 1-10244).
 
    Exhibit 3.5    Certificate of the Designation, Powers, Preferences and
                   Rights of the Convertible Voting Preferred Stock, Series A
                   (incorporated by reference to Exhibit 3.2 to the Company's
                   Annual Report on Form 10-K for the fiscal year ended
                   December 31, 1989, Commission File No. 1-10244).
</TABLE>
 
                                       17
<PAGE>   20
<TABLE>
    <S>            <C>
    Exhibit 4.1    Indenture dated October 17, 1989 between the Company and
                   First Bank (N.A.) as trustee, relating to the Company's
                   10 7/8% Senior Notes due October 15, 1999, including Form of
                   Note (incorporated by reference to Exhibits 4.1 and 4.2 to
                   the Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1989, Commission File No. 1-10244).
 
    Exhibit 4.2    Indenture dated as of June 12, 1995 between the Company and
                   Bankers Trust Company, as trustee, relating to $125,000,000
                   principal amount of 10  3/4% Senior Notes due 2003,
                   including Form of Note (incorporated by Reference to Exhibit
                   4.4 to the Company's Registration Statement on Form S-4
                   filed on July 27, 1995, Commission File No. 33-61345).
 
    Exhibit 4.3    First Supplemental Indenture dated as of August 12, 1996
                   between the Company and Bankers Trust Company, as trustee,
                   relating to the Company's 10  3/4% Senior Notes due 2005
                   (incorporated by reference to Exhibit 4.1 to the Company's
                   Quarterly Report on Form 10-Q for the quarter ended June 30,
                   1996, Commission File No. 1-10244).
 
    Exhibit 4.4    Indenture dated July 3, 1996 between the Company and Bankers
                   Trust Company, as trustee, relating to the Company's 11 3/8%
                   Notes due 2004 (incorporated by reference to Exhibit 4.5 to
                   the Company's Registration Statement on Form S-4 filed on
                   July 10, 1996, Commission File No. 333-07913).
 
    Exhibit 10.1   Redacted Pellet Sale and Purchase Agreement dated as of
                   September 30, 1991 between Cleveland-Cliffs Iron Company and
                   the Company (incorporated By reference to Exhibit 10.18 to
                   the Company's Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1992, Commission File No. 1-10244);
 
    Exhibit 10.2   Coke Sale Agreement dated December 9, 1996 between the
                   Company and USX Corporation (incorporated by reference to
                   Exhibit 10.2 to the Company's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1996, Commission File No.
                   1-10244).
 
    Exhibit 10.3   1984 Employee Stock Ownership Plan, as amended and restated
                   (incorporated By reference to Exhibit 10.3 to the Company's
                   Annual Report on Form 10-K For the fiscal year ended
                   December 31, 1989, Commission File No. 1-10244).
 
    Exhibit 10.4   1989 Employee Stock Ownership Plan (incorporated by
                   reference to Exhibit 10.4 to the Company's Annual Report on
                   Form 10-K for the fiscal year Ended December 31, 1989,
                   Commission File No. 1-10244).
 
    Exhibit 10.5   Amendments to the 1984 and 1989 Employee Stock Ownership
                   Plans, effective May 26, 1994 (incorporated by reference to
                   Exhibit 10.5 to the Company's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1995).
 
    Exhibit 10.6   Weirton Steel Corporation 1987 Stock Option Plan
                   (incorporated by reference to Exhibit 10.5 to the Company's
                   Registration Statement on Form S-1 filed May 3, 1989,
                   Commission File No. 33-28515).
 
    Exhibit 10.7   Weirton Steel Corporation 1987 Stock Option Plan
                   (incorporated by reference to Exhibit 10.7 to the Company's
                   Annual Report on Form 10-K for the fiscal year ended
                   December 31, 1997, Commission File No. 1-10244).
 
    Exhibit 10.8   Deferred Compensation Plan for Directors (incorporated by
                   reference to Exhibit 10.19 of the Company's Annual Report on
                   Form 10-K for the fiscal year ended December 31, 1990,
                   Commission File No. 1-1024).
</TABLE>
 
                                       18
<PAGE>   21
<TABLE>
    <S>            <C>
    Exhibit 10.9   Weirton Steel Corporation Amended Performance Incentive Plan
                   for the Period 1996 through 1998 (incorporated by reference
                   to Exhibit 10.9 of the Company's Annual Report on Form 10-K
                   for the fiscal year ended December 31, 1997, Commission File
                   No. 1-10244).
 
    Exhibit 10.10  Weirton Steel Corporation Supplemental Senior Executive
                   Retirement Plan (incorporated by reference to the Exhibit
                   10.10 of the Company's Annual Report on Form 10-K for the
                   fiscal year ended December 31, 1997, Commission File No.
                   1-10244).
 
    Exhibit 10.11  Weirton Steel Corporation Supplemental Executive Retirement
                   Plan (incorporated by reference to Exhibit 10.11 of the
                   Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1997, Commission File No. 1-10244).
 
    Exhibit 10.12  Employment Agreement between Richard K. Riederer and the
                   Company dated April 24, 1996 (incorporated by reference to
                   Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
                   for the quarter ended June 30, 1996, Commission File No.
                   1-10244).
 
    Exhibit 10.13  Letter Agreement between Richard K. Riederer and the Company
                   dated December 24, 1996 (incorporated by reference to
                   Exhibit 10.9 to the Company's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1996, Commission File No.
                   1-10244).
 
    Exhibit 10.14  Employment Agreement between Thomas W. Evans and the Company
                   dated April 21, 1987, including Amendment dated July 19,
                   1993 (incorporated by reference to Exhibit 10.8 to the
                   Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1994 and Exhibit 10.28 to the Company's
                   Annual Report on Form 10-K for the fiscal year ended
                   December 31, 1993, Commission File No. 1-10244).
 
    Exhibit 10.15  Employment Agreement between Craig T. Costello and the
                   Company dated July, 20, 1993 (incorporated by reference to
                   Exhibit 10.19 to the Company's Annual Report on Form 10-K
                   for the fiscal year ended December 31, 1993, Commission File
                   No. 1-10244).
 
    Exhibit 10.16  Employment Agreement between William R. Kiefer and the
                   Company dated July 21, 1993 (incorporated by reference to
                   Exhibit 10.20 to the Company's Annual Report on Form 10-K
                   for the fiscal year ended December 31, 1993, Commission File
                   No. 1-10244).
 
    Exhibit 10.17  Employment Agreement between David L. Robertson and the
                   Company dated March 11, 1996 (incorporated by reference to
                   Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
                   for the quarter ended June 30, 1996, Commission File No.
                   1-10244).
 
    Exhibit 10.18  Employment Agreement between Narendra M. Pathipati and the
                   Company dated December 16, 1993 (incorporated by reference
                   to Exhibit 10.23 to the Company's Annual Report on Form 10-K
                   for the fiscal year ended December 31, 1993, Commission File
                   No. 1-10244).
 
    Exhibit 10.19  Employment Agreement between Earl E. Davis, Jr. and the
                   Company, as amended dated March 25, 1998 (incorporated by
                   reference to Exhibit 10.1 to the Company's Form 10-Q for the
                   quarter ended March 30, 1998, Commission File No. 1-10244).
 
    Exhibit 10.20  Employment Agreement between Mark E. Kaplan and the Company
                   dated August 13, 1996 (incorporated by reference to Exhibit
                   10.1 on the Company's Quarterly Report on Form 10-Q for the
                   quarter ended September 30, 1996, Commission File No.
                   1-10244).
 
    Exhibit 10.21  Employment Agreement between Frank G. Tluchowski and the
                   Company dated April 9, 1998 (incorporated by reference to
                   Exhibit 10.2 on the Company's Quarterly Report on Form 10-Q
                   for the quarter ended March 30, 1998 Commission File No.
                   1-10244).
</TABLE>
 
                                       19
<PAGE>   22
<TABLE>
    <S>            <C>
    Exhibit 13.1   1998 Annual Report to Stockholders of Weirton Steel
                   Corporation (filed herewith). Except for those portions of
                   the Annual Report specifically incorporated by reference,
                   such report is furnished for the information of the
                   Securities and Exchange Commission and is not to be deemed
                   filed as part of this Annual Report on Form 10-K.
 
    Exhibit 22.1   Subsidiaries of the Company (filed herewith).
 
    Exhibit 23.1   Consent of Arthur Andersen LLP, independent public
                   accountants (filed herewith).
 
    Exhibit 27     Financial data schedule for year ended December 31, 1998
                   (filed herewith).
</TABLE>
 
     (b) Reports on Form 8-K -- None
 
     (c) The exhibits as listed under Item 14(a)(3), are filed herewith or
         incorporated herein by reference.
 
     (d) The financial statement schedules listed under Item 14(a)(2), are filed
         herewith.
 
                                       20
<PAGE>   23
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Weirton Steel Corporation has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized,
on the 31st day of March, 1998.
 
                                            WEIRTON STEEL CORPORATION
 
                                            By: /s/ RICHARD K. RIEDERER
                                              ----------------------------------
                                                     Richard K. Riederer
                                                President and Chief Executive
                                                          Officer
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended this Report has been signed below by the following persons on behalf of
Weirton Steel Corporation and in the capacities indicated on the 31st day of
March, 1998.
 
/s/ RICHARD K. RIEDERER
------------------------------------------------------
Richard K. Riederer
President and Chief Executive Officer
(principal executive and financial officer)
 
/s/ MARK E. KAPLAN
------------------------------------------------------
Mark E. Kaplan
Controller
(principal accounting officer)
 
/s/ MICHAEL BOZIC
------------------------------------------------------
Michael Bozic
Director
 
/s/ RICHARD R. BURT
------------------------------------------------------
Richard R. Burt
Chairman of the Board of Directors
 
/s/ CRAIG T. COSTELLO
------------------------------------------------------
Craig T. Costello
Director
 
/s/ ROBERT J. D'ANNIBALLE
------------------------------------------------------
Robert J. D'Anniballe
Director
 
/s/ EARL E. DAVIS
------------------------------------------------------
Earl E. Davis
Director
 
------------------------------------------------------
Mark G. Glyptis
Director
 
------------------------------------------------------
Phillip A. Karber
Director
 
------------------------------------------------------
Ralph E. Reins
Director
 
------------------------------------------------------
Robert S. Reitman
Director
 
/s/ RICHARD F. SCHUBERT
------------------------------------------------------
Richard F. Schubert
Director
 
/s/ THOMAS R. STURGES
------------------------------------------------------
Thomas R. Sturges
Director
 
/s/ RONALD C. WHITAKER
------------------------------------------------------
Ronald C. Whitaker
Director
 
/s/ D. LEONARD WISE
------------------------------------------------------
D. Leonard Wise
Director
 
                                       21
<PAGE>   24
 
                                 EXHIBIT INDEX
 
<TABLE>
<S>                <C>
Exhibit 3.1        Restated Certificate of Incorporation of the Company
                   (incorporated by Reference to Exhibit 3.1 to the Company's
                   Registration Statement on Form S-1 filed May 3, 1989,
                   Commission File No. 33-28515).
 
Exhibit 3.2        Certificate of Amendment to the Restated Certificate of
                   Incorporation of The Company (incorporated by reference to
                   Exhibit 3.2 to the Company's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1994, Commission File No.
                   1-10244).
 
Exhibit 3.3        By-laws of the Company (incorporated by reference to Exhibit
                   3.3 to the Company's Registration Statement on Form S-1
                   filed May 3, 1989, Commission File No. 33-28515).
 
Exhibit 3.4        Amendment to the By-laws of the Company (incorporated by
                   reference to Exhibit 3.2 to the Company's Annual Report on
                   Form 10-K for the fiscal year ended December 31, 1994,
                   Commission File No. 1-10244).
 
Exhibit 3.5        Certificate of the Designation, Powers, Preferences and
                   Rights of the Convertible Voting Preferred Stock, Series A
                   (incorporated by reference to Exhibit 3.2 to the Company's
                   Annual Report on Form 10-K for the fiscal year ended
                   December 31, 1989, Commission File No. 1-10244).
 
Exhibit 4.1        Indenture dated October 17, 1989 between the Company and
                   First Bank (N.A.) as trustee, relating to the Company's
                   10 7/8% Senior Notes due October 15, 1999, including Form of
                   Note (incorporated by reference to Exhibits 4.1 and 4.2 to
                   the Company's Annual Report on Form 10-K for the Fiscal year
                   ended December 31, 1989, Commission File No. 1-10244).
 
Exhibit 4.2        Indenture dated as of June 12, 1995 between the Company and
                   Bankers Trust Company, as trustee, relating to $125,000,000
                   principal amount of 10  3/4% Senior Notes due 2003,
                   including Form of Note (incorporated by Reference to Exhibit
                   4.4 to the Company's Registration Statement on Form S-4
                   filed on July 27, 1995, Commission File No. 33-61345).
 
Exhibit 4.3        First Supplemental Indenture dated as of August 12, 1996
                   between the Company and Bankers Trust Company, as trustee,
                   relating to the Company's 10  3/4% Senior Notes due 2005
                   (incorporated by reference to Exhibit 4.1 to the Company's
                   Quarterly Report on Form 10-Q for the quarter ended June 30,
                   1996, Commission File No. 1-10244).
 
Exhibit 4.4        Indenture dated July 3, 1996 between the Company and Bankers
                   Trust Company, as trustee, relating to the Company's 11 3/8%
                   Notes due 2004 (incorporated by reference to Exhibit 4.5 to
                   the Company's Registration Statement on Form S-4 filed on
                   July 10, 1996, Commission File No. 333-07913).
 
Exhibit 10.1       Redacted Pellet Sale and Purchase Agreement dated as of
                   September 30, 1991 between Cleveland-Cliffs Iron Company and
                   the Company (incorporated By reference to Exhibit 10.18 to
                   the Company's Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1992, Commission File No. 1-10244):
 
Exhibit 10.2       Coke Sale Agreement dated December 9, 1996 between the
                   Company and USX Corporation (incorporated by reference to
                   Exhibit 10.2 to the Company's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1996, Commission File No.
                   1-10244).
 
Exhibit 10.3       1984 Employee Stock Ownership Plan, as amended and restated
                   (incorporated By reference to Exhibit 10.3 to the Company's
                   Annual Report on Form 10-K For the fiscal year ended
                   December 31, 1989, Commission File No. 1-10244).
</TABLE>
 
                                       22
<PAGE>   25
<TABLE>
<S>                <C>
Exhibit 10.4       1989 Employee Stock Ownership Plan (incorporated by
                   reference to Exhibit 10.4 to the Company's Annual Report on
                   Form 10-K for the fiscal year Ended December 31, 1989,
                   Commission File No. 1-10244).
 
Exhibit 10.5       Amendments to the 1984 and 1989 Employee Stock Ownership
                   Plans, effective May 26, 1994 (incorporated by reference to
                   Exhibit 10.5 to the Company's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1995).
 
Exhibit 10.6       Weirton Steel Corporation 1987 Stock Option Plan
                   (incorporated by reference to Exhibit 10.5 to the Company's
                   Registration Statement on Form S-1 filed May 3, 1989,
                   Commission File No. 33-28515).
 
Exhibit 10.7       Weirton Steel Corporation 1998 Stock Option Plan
                   (incorporated by reference to Exhibit 10.7 to the Company's
                   Annual Report on Form 10-K for the fiscal year ended
                   December 31, 1997, Commission File No. 1-10244).
 
Exhibit 10.8       Deferred Compensation Plan for Directors (incorporated by
                   reference to Exhibit 10.19 of the Company's Annual Report on
                   Form 10-K for the fiscal year ended December 31, 1990,
                   Commission File No. 1-1024).
 
Exhibit 10.9       Weirton Steel Corporation Amended Performance Incentive Plan
                   for the Period 1996 through 1998 (incorporated by reference
                   to Exhibit 10.9 of the Company's Annual Report on Form 10-K
                   for the fiscal year ended December 31, 1997, Commission File
                   No. 1-10244).
 
Exhibit 10.10      Weirton Steel Corporation Supplemental Senior Executive
                   Retirement Plan (incorporated by reference to the Exhibit
                   10.10 of the Company's Annual Report on Form 10-K for the
                   fiscal year ended December 31, 1997, Commission File No.
                   1-10244).
 
Exhibit 10.11      Weirton Steel Corporation Supplemental Executive Retirement
                   Plan (incorporated by reference to Exhibit 10.11 of the
                   Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1997, Commission File No. 1-10244).
 
Exhibit 10.12      Employment Agreement between Richard K. Riederer and the
                   Company dated April 24, 1996 (incorporated by reference to
                   Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
                   for the quarter ended June 30, 1996, Commission File No.
                   1-10244).
 
Exhibit 10.13      Letter Agreement between Richard K. Riederer and the Company
                   dated December 24, 1996 (incorporated by reference to
                   Exhibit 10.9 to the Company's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1996, Commission File No.
                   1-10244).
 
Exhibit 10.14      Employment Agreement between Thomas W. Evans and the Company
                   dated April 21, 1987, including Amendment dated July 19,
                   1993 (incorporated by reference to Exhibit 10.8 to the
                   Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1994 and Exhibit 10.28 to the Company's
                   Annual Report on Form 10-K for the fiscal year ended
                   December 31, 1993, Commission File No. 1-10244).
 
Exhibit 10.15      Employment Agreement between Craig T. Costello and the
                   Company dated July 20, 1993 (incorporated by reference to
                   Exhibit 10.19 to the Company's Annual Report on Form 10-K
                   for the fiscal year ended December 31, 1993, Commission File
                   No. 1-10244).
 
Exhibit 10.16      Employment Agreement between William R. Kiefer and the
                   Company dated July 21, 1993 (incorporated by reference to
                   Exhibit 10.20 to the Company's Annual Report on Form 10-K
                   for the fiscal year ended December 31, 1993, Commission File
                   No. 1-10244).
 
Exhibit 10.17      Employment Agreement between David L. Robertson and the
                   Company dated March 11, 1996 (incorporated by reference to
                   Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
                   for the quarter ended June 30, 1996, Commission File No.
                   1-10244).
</TABLE>
 
                                       23
<PAGE>   26
<TABLE>
<S>                <C>
Exhibit 10.18      Employment Agreement between Narendra M. Pathipati and the
                   Company dated December 16, 1993 (incorporated by reference
                   to Exhibit 10.23 to the Company's Annual Report on Form 10-K
                   for the fiscal year ended December 31, 1993, Commission File
                   No. 1-10244).
 
Exhibit 10.19      Employment Agreement between Earl E. Davis, Jr. and the
                   Company, as amended dated March 25, 1998 (incorporated by
                   reference to Exhibit 10.1 to the Company's Form 10-Q for the
                   quarter ended March 30, 1998, Commission File No. 1-10244).
 
Exhibit 10.20      Employment Agreement between Mark E. Kaplan and the Company
                   dated August 13, 1996 (incorporated by reference to Exhibit
                   10.1 on the Company's Quarterly Report on Form 10-Q for the
                   quarter ended September 30, 1996, Commission File No.
                   1-10244).
 
Exhibit 10.21      Employment Agreement between Frank G. Tluchowski and the
                   Company dated April 9, 1998 (incorporated by reference to
                   Exhibit 10.2 on the Company's Quarterly Report on Form 10-Q
                   for the quarter ended March 30, 1998 Commission File No.
                   1-10244).
 
Exhibit 13.1       1998 Annual Report to Stockholders of Weirton Steel
                   Corporation (filed herewith). Except for those portions of
                   the Annual Report specifically incorporated by reference,
                   such report is furnished for the information of the
                   Securities and Exchange Commission and is not to be deemed
                   filed as part of this Annual Report on Form 10-K.
 
Exhibit 22.1       Subsidiaries of the Company (filed herewith).
 
Exhibit 23.1       Consent of Arthur Andersen LLP, independent public
                   accountants (filed herewith).
 
Exhibit 27         Financial data schedule for year ended December 31, 1998
                   (filed herewith).
</TABLE>
 
                                       24
<PAGE>   27
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULES
 
To the Board of Directors of
Weirton Steel Corporation:
 
     We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in Weirton Steel Corporation's
annual report to stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 19, 1999. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedules listed in the index in Item 14(a)2 of the Form 10-K are the
responsibility of the Company's management and are presented for purposes of
complying with the Securities and Exchange Commission's rules and are not a part
of the basic financial statements. These schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
 
                                                         ARTHUR ANDERSEN LLP
 
Pittsburgh, Pennsylvania,
February 19, 1999
 
                                       S-1
<PAGE>   28
 
                           WEIRTON STEEL CORPORATION
                 CONDENSED PARENT COMPANY STATEMENTS OF INCOME
 
                                   SCHEDULE 1
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                         --------------------------------------
                                                            1998          1997          1996
                                                            ----          ----          ----
<S>                                                      <C>           <C>           <C>
NET SALES..............................................  $1,254,796    $1,397,204    $1,383,301
 
OPERATING COSTS:
  Cost of sales........................................   1,116,450     1,258,035     1,282,424
  Discount on sale of finance receivables to
     subsidiary........................................      18,014        19,369        19,768
  Selling, general and administrative expense..........      34,186        32,544        35,600
  Depreciation.........................................      60,677        60,855        58,019
  Restructuring charge.................................       2,871        17,000        16,959
                                                         ----------    ----------    ----------
     Total operating costs.............................   1,232,198     1,387,803     1,412,770
                                                         ----------    ----------    ----------
INCOME (LOSS) FROM OPERATIONS..........................      22,598         9,401       (29,469)
  Equity income from subsidiaries......................       5,038         8,323         8,971
  Interest expense.....................................     (43,687)      (48,095)      (43,806)
  Interest income......................................       5,929         5,597         6,191
  ESOP contribution....................................      (2,610)       (2,610)       (2,610)
                                                         ----------    ----------    ----------
LOSS BEFORE INCOME TAXES...............................     (12,732)      (27,384)      (60,722)
  Income tax benefit...................................      (6,605)       (9,642)      (16,235)
                                                         ----------    ----------    ----------
LOSS BEFORE EXTRAORDINARY ITEM.........................      (6,127)      (17,742)      (44,487)
  Loss on early extinguishment of debt.................          --            --        (5,431)
                                                         ----------    ----------    ----------
NET LOSS...............................................  $   (6,127)   $  (17,742)   $  (49,918)
                                                         ==========    ==========    ==========
 
PER SHARE DATA:
  Weighted average number of common shares:
     Basic.............................................      41,924        42,622        42,370
     Diluted...........................................      41,924        42,622        42,370
 
BASIC EARNINGS PER SHARE:
Loss before extraordinary item.........................  $    (0.15)   $    (0.42)   $    (1.05)
Loss on early extinguishment of debt...................          --            --         (0.13)
                                                         ----------    ----------    ----------
NET LOSS PER COMMON SHARE..............................  $    (0.15)   $    (0.42)   $    (1.18)
                                                         ==========    ==========    ==========
 
DILUTED EARNINGS PER SHARE:
Loss before extraordinary item.........................  $    (0.15)   $    (0.42)   $    (1.05)
Loss on early extinguishment of debt...................          --            --         (0.13)
                                                         ----------    ----------    ----------
NET LOSS PER COMMON SHARE..............................  $    (0.15)   $    (0.42)   $    (1.18)
                                                         ==========    ==========    ==========
</TABLE>
 
                                       S-2
<PAGE>   29
 
                           WEIRTON STEEL CORPORATION
                     CONDENSED PARENT COMPANY BALANCE SHEET
 
                                   SCHEDULE I
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 1998          1997
                                                                 ----          ----
<S>                                                           <C>           <C>
Assets:
Current assets:
  Cash and equivalents......................................  $   53,063    $  107,617
  Receivables...............................................         229            76
  Inventories...............................................     259,332       260,933
  Deferred income taxes.....................................      43,254        34,437
  Other current assets......................................       4,519         4,985
                                                              ----------    ----------
     Total current assets...................................     360,397       408,048
                                                              ----------    ----------
Property, plant and equipment, net..........................     574,692       591,389
Investment in and advances to unconsolidated subsidiaries...     129,065       151,529
Deferred income taxes.......................................     119,013       116,952
Other assets and deferred charges...........................      12,273        14,021
                                                              ----------    ----------
  Total Assets..............................................  $1,195,440    $1,281,939
                                                              ==========    ==========
 
Liabilities:
Current liabilities:
  Current portion of long term debt obligations.............  $   84,044    $   42,163
  Payables..................................................     120,811       132,666
  Employment costs..........................................      63,941        61,800
  Other current liabilities.................................      25,674        34,382
                                                              ----------    ----------
  Total current liabilities.................................     294,470       271,011
Long term debt obligations..................................     304,626       388,997
Long term pension obligations...............................      81,908        97,542
Postretirement benefits other than pensions.................     337,441       338,474
Other long term liabilities.................................      33,214        32,809
                                                              ----------    ----------
     Total Liabilities......................................   1,051,659     1,128,833
                                                              ----------    ----------
Redeemable stock............................................      22,238        20,579
 
Stockholders' Equity:
Common stock, $0.01 par value; 50,000,000 authorized;
  43,178,134 and 42,846,184 shares issued...................         432           428
Additional paid-in capital..................................     457,851       456,379
Retained earnings (deficit).................................    (329,141)     (323,014)
Other stockholders equity...................................      (7,599)       (1,266)
                                                              ----------    ----------
     Total Stockholders' Equity.............................     121,543       132,527
                                                              ----------    ----------
     Total Liabilities, Redeemable Stock and Stockholders'
      Equity................................................  $1,195,440    $1,281,939
                                                              ==========    ==========
</TABLE>
 
                                       S-3
<PAGE>   30
 
                           WEIRTON STEEL CORPORATION
                CONDENSED PARENT COMPANY STATEMENT OF CASH FLOWS
 
                                   SCHEDULE I
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                YEARS ENDED DECEMBER 31,
                                                            ---------------------------------
                                                              1998        1997        1996
                                                              ----        ----        ----
<S>                                                         <C>         <C>         <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES.................  $ 18,188    $ 53,800    $  34,806
 
CASH FLOWS USED BY INVESTING ACTIVITIES
  Investment in unconsolidated subsidiaries...............    (7,561)       (100)          --
  Other capital spending..................................   (48,691)    (60,070)     (67,937)
  Investment in MetalSite LP..............................    (2,575)         --           --
  Investment in Weirton Receivables, Inc..................    34,667      10,447          707
                                                            --------    --------    ---------
NET CASH USED BY INVESTING ACTIVITIES.....................   (24,160)    (49,723)     (67,230)
 
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES
  Repayment of debt obligations...........................   (42,831)         --     (105,676)
  Proceeds from issuance of long term debt obligations....        --          --      122,610
  Common shares issuable..................................       532         664          773
  Purchase of common shares for treasury..................    (6,283)         --           --
  Deferred financing costs................................        --          --       (4,097)
                                                            --------    --------    ---------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES..........   (48,582)        664       13,610
 
NET CHANGE IN CASH AND EQUIVALENTS........................   (54,554)      4,741      (18,814)
 
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD...............   107,617     102,876      121,690
                                                            --------    --------    ---------
 
CASH AND EQUIVALENTS AT END OF PERIOD.....................  $ 53,063    $107,617    $ 102,876
                                                            ========    ========    =========
SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid, net of capitalized interest..............  $ 45,953    $ 48,489    $  40,275
  Income taxes paid (refunded), net.......................     7,803      (2,556)      (3,699)
  Dividends from Weirton Receivable, Inc..................     2,971       4,232        6,436
</TABLE>
 
Note
 
In 1998, the Company accounted for their investment in subsidiaries using the
equity method for 1998, 1997 and 1996.
 
                                       S-4
<PAGE>   31
 
                    WEIRTON STEEL CORPORATION AND SUBSIDIARY
                       VALUATION AND QUALIFYING ACCOUNTS
 
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                    BALANCE AT    CHARGES TO                BALANCE AT
                                                   BEGINNING OF    COST AND                   END OF
               DESCRIPTION                  YEAR      PERIOD       EXPENSE     DEDUCTIONS     PERIOD
               -----------                  ----      ------       -------     ----------     ------
<S>                                         <C>    <C>            <C>          <C>          <C>
Allowance for doubtful accounts,
  discounts, claims and allowances........  1998     $ 9,853       $32,001      $33,280      $ 8,574
                                            1997       7,684        30,865       28,696        9,853
                                            1996     $ 8,688       $26,832      $27,836      $ 7,684
 
Valuation allowance for deferred tax
  assets..................................  1998     $45,547       $ 1,321      $    --      $46,868
                                            1997      41,249         4,298           --       45,547
                                            1996     $30,943       $10,306      $    --      $41,249
</TABLE>
 
                                       S-5