As filed with the Securities and Exchange Commission on November 28, 1995
Registration No. 33-63845
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WHX CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-3768097
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
110 East 59th Street
New York, New York 10022
(212) 355-5200
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(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
MARVIN L. OLSHAN
Secretary
WHX Corporation
110 East 59th Street
New York, New York 10022
(212) 355-5200
(Name, address and telephone number of agent for service of process)
------------------------------------
Copies to:
Steven Wolosky, Esq.
Olshan Grundman Frome & Rosenzweig
505 Park Avenue
New York, New York 10022
(212) 753-7200
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
------------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. |X|
------------------------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion, Dated November 28, 1995
PRELIMINARY PROSPECTUS
188,519 Shares of Common Stock
WHX CORPORATION
Common Stock ($.01 par value)
This Prospectus relates to 188,519 shares of Common Stock, par value
$.01 per share (the "Common Stock") of WHX Corporation (the "Company" or "WHX")
previously issued to Klockner Namasco Corporation (the "Selling Stockholder").
The Company will not receive any proceeds from the sale of the Common Stock by
the Selling Stockholder.
The Company's Common Stock is publicly traded on the New York Stock
Exchange ("NYSE") under the symbol ("WHX"). On October 27, 1995, the closing
price for the Common Stock on the NYSE was $10.625.
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SEE "INVESTMENT CONSIDERATIONS" ON PAGE 5 FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY A
PROSPECTIVE PURCHASER OF THE COMMON STOCK OFFERED HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This offering is self-underwritten; neither the Company nor any Selling
Stockholder has employed an underwriter for the sale of the shares of Common
Stock. The Company will bear all expenses of this Offering other than discounts,
concessions or commissions on the sale of the shares of Common Stock.
The Common Stock may be offered by or for the account of the Selling
Stockholder from time to time on the NYSE, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed or at
negotiated prices. The Selling Stockholder may effect such transactions by
selling the shares of Common Stock to or through broker-dealers who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholder and/or the purchasers of Common Stock for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Any broker-dealer acquiring Common Stock from the
Selling Stockholder may sell such securities in its normal market making
activities, through other brokers on a principal or agency basis, in negotiated
transactions, to its customers or through a combination of such methods.
The date of this Prospectus is November __, 1995
<PAGE>
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<PAGE>
AVAILABLE INFORMATION
WHX is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following
regional offices: Seven World Trade Center, Suite 1300, New York, New York
10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material can also be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Certain securities of WHX are listed for
trading on the New York Stock Exchange (Symbol: WHX). The foregoing material
also can be inspected and copied at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
The Company has also filed with the Commission a Registration Statement
on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement, copies of which
may be obtained from the Public Reference Section of the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, upon
payment of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K, as amended, for the
fiscal year ended December 31, 1994 (File No. 1-2394).
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1995 , June 30, 1995 and September 30, 1995
(File No. 1-2394).
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B dated June 24, 1994 (File
No. 1-2394).
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<PAGE>
All documents filed by WHX pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the shares offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to
Wheeling- Pittsburgh Steel Corporation, Attention: Gregg Warren, 1134 Market
Street, Wheeling, West Virginia 26003, telephone number (304) 234-2400.
The Company intends to furnish its stockholders with annual reports
containing financial statements audited and reported upon by its independent
accounting firm, quarterly reports containing unaudited interim financial
information and such other periodic reports as the Company may determine to be
appropriate or as may be required by law.
No person is authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
Prospectus, in connection with the offering contemplated hereby, and, if given
or made, such information or representations must not be relied upon as having
been authorized by WHX or any underwriter, dealer or agent. This Prospectus does
not constitute an offer to sell or solicitation of an offer to buy any
Securities other than the Securities to which they relate and do not constitute
an offer to sell or a solicitation of an offer to buy any Securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus, nor
any sale made hereunder, shall, under any circumstances, create any implication
that there has been no change in the affairs of WHX since the date hereof or
thereof or that the information contained or incorporated by reference herein or
therein is correct as of any time subsequent to such date.
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<PAGE>
THE COMPANY
The Company is a vertically integrated manufacturer of a variety of
steel products for diverse end-user markets. Through its two operating units,
the Steel Division and Wheeling Corrugating Company ("Wheeling Corrugating"),
the Company shipped 2.4 million tons of steel products in 1994. In 1994 and the
first nine months of 1995, the Company reported sales of $1.2 billion and $1.0
billion, respectively, and net income of $76.4 million and $63.7 million,
respectively.
The Company's products include hot rolled and cold rolled sheet, and
coated products such as galvanized, prepainted and tin mill sheet. The Company
also manufactures a variety of fabricated steel products including roll formed
corrugated roofing, roof deck, floor deck, culvert, bridge form and other
products used primarily by the construction, highway and agricultural markets.
The Company's strategy is to pursue growth in profitability through the
manufacture and sale of value-added steel products, and to moderate the impact
on the Company's earnings during periods of low steel demand. Its strategic
initiatives focus on:
o Expanding internally and through acquisition into value-added
products, while reducing the Company's reliance upon basic
steel products;
o Deploying and investing in fixed assets that allow for high
utilization during periods of weak steel demand and expanded
volume during periods of strong steel demand; and
o Improving the Company's cost structure through prudent capital
expenditures, productivity increases, business improvement
teams and a cooperative partnership agreement with union
employees.
As used herein the Company shall mean WHX and its direct and indirect
subsidiaries.
The principal executive offices of the Company are located at 110 East
59th Street, New York, New York 10022; telephone number
(212) 355-5200.
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<PAGE>
INVESTMENT CONSIDERATIONS
Prospective investors should carefully consider the following
investment considerations set forth below as well as the other information set
forth, or incorporated by reference, in this Prospectus.
CONSIDERATIONS RELATING TO THE COMPANY
Sensitivity of Results of Operations to Realized Steel Prices
The Company's results of operations are substantially affected by
relatively small variations (on a percentage basis) in the realized sales prices
of its products, which depend both upon prevailing prices for steel and demand
for particular products. During 1994, the Company shipped approximately 2.4
million tons, and realized sales prices per ton of approximately $498. During
the first nine months of 1995, the Company shipped approximately 1.9 million
tons, and realized sales prices per ton of approximately $544. A one percent
increase or decrease in this average realized price would have resulted in an
increase or decrease in net sales and operating income of approximately $11.9
million. The Company sells approximately 75% of its products at prevailing
market prices. The Company believes its percentage of such sales is higher than
that of many of its domestic integrated competitors. The Company therefore may
be affected by price decreases (and may benefit from price increases) more
quickly than many of such competitors. The Company has experienced a softening
in demand and in certain steel prices, partially as a result of Nucor Corp.'s
price reductions on hot rolled steel products during 1995. While prices may
soften in the fourth quarter of fiscal 1995, based on the current order backlog
at its indirect wholly-owned steel subsidiary, Wheeling-Pittsburgh Steel
Corporation ("WPSC"), the Company anticipates continued profitability. There can
be no assurance, however, that the Company will not experience increased
softening of demand and steel prices, or that profitable operations will
continue in the future.
SUBSTANTIAL CAPITAL EXPENDITURE REQUIREMENTS
The Company operates in a capital intensive industry. From 1990 through
the first nine months of 1995, the Company's capital expenditures totalled
approximately $428 million. This level of capital expenditures was used to
maintain productive capacity, improve productivity and upgrade selected
facilities to meet competitive requirements, and maintain compliance with
environmental laws and regulations, including the Clean Air Act of 1990. The
Company anticipates maintaining capital expenditures during the next two to
three year period at levels substantially comparable to those averaged since
1990 in order to maintain its competitive position, which levels will exceed
depreciation levels and represent a material use of operating funds. The Company
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<PAGE>
believes it will be able to make these expenditures in the ordinary course of
its business. To the extent funds from operations are not sufficient to fund
necessary capital expenditures, the Company may utilize cash on hand or utilize
borrowings to the extent available under its credit facility. However, there can
be no assurance that the Company will have adequate funds to make all required
capital expenditures or that the amount of future capital expenditures will be
commensurate with historical averages.
SIGNIFICANT OUTSTANDING INDEBTEDNESS OF THE COMPANY
The Company has significant amounts of outstanding indebtedness. The
indebtedness of the Company and the covenants contained in the debt instruments
of the Company could significantly limit the ability of the Company to withstand
competitive pressures or adverse economic consequences, including without
limitation, the ability of the Company to make capital expenditures required to
continue to modernize facilities and maintain production capabilities.
The Company has outstanding approximately $270 million of its 9-3/8%
Senior Notes due 2003 (the "Senior Notes") and $9.5 million of its 12-1/4% First
Mortgage Notes due 2000 (the "First Mortgage Notes"). The indentures relating to
both the Senior Notes and the First Mortgage Notes contain covenants and
restrictions that limit the Company's operating flexibility.
WPSC currently has a $50 million revolving credit facility (the
"RCF") with a group of banks under which no borrowings are outstanding. The RCF
is an asset-based facility, and all borrowings thereunder are secured by WPSC's
inventory and other collateral. The RCF provides that it will be an event of
default thereunder if either (i) a person, or group of persons acting in
concert, shall acquire securities constituting 25% or more of WHX's voting
securities, or (ii) a majority of WHX's Board of Directors shall be replaced
over a two-year period without the consent of WHX's current Board of Directors.
WPSC expects to replace the RCF prior to its maturity in December 1995. There is
no assurance, however, that WPSC will be able to replace the RCF or as to the
terms of any such replacement facility.
In addition, in August 1994 WPSC entered into a separate facility for
letters of credit up to $50 million. At September 30, 1995, letters of credit
aggregating $26.1 million were outstanding under this facility, all of which are
collateralized at 105% with U.S. Government securities owned by the Company.
In August 1994, WPSC entered into an agreement to sell, up to $75
million on a revolving basis, an undivided percentage ownership in a designated
pool of accounts receivable generated by WPSC and two of its affiliates,
Wheeling Construction Products, Inc. and Pittsburgh-Canfield Corporation. In
July 1995, WPSC amended such
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<PAGE>
agreement to sell an additional $20 million on similar terms and conditions.
WPSC anticipates entering into an agreement to include the receivables generated
by Unimast Incorporated, an affiliate of WPSC, in the pool of accounts
receivables sold. There is no guarantee that such agreement will be consummated.
To the extent such receivables are sold, they are not available to the Company
as a source of collateral for additional borrowings. At September 30, 1994, the
accounts receivable sold under such agreement, as amended, aggregated
approximately $67 million.
The Company's performance is subject to financial, economic and other
factors, some of which are beyond its control. The ability of the Company to
make principal and interest payments under the RCF on the First Mortgage Notes
and on the Senior Notes will be dependent upon the Company's future performance.
FUTURE CONDUCT OF THE COMPANY'S BUSINESS
As of September 30, 1995, the Company had cash and marketable
securities in excess of $369.5 million. While the Company intends to explore
acquisitions in steel-related areas, the Company may make significant
acquisitions of unrelated businesses. As a result of any such acquisitions, the
past operating history and the present consolidated financial condition of the
Company may not fully reflect the future operations of the Company or its
consolidated financial condition following any such transactions. Except as
otherwise disclosed by the Company, including its merger proposal first sent to
Teledyne, Inc.'s Board of Directors on November 28, 1994, the Company has not
made any determination to acquire an interest in any particular company or any
particular assets, properties or businesses. On October 25, 1995, Teledyne, Inc.
announced that it was discontinuing its active investigation of a possible sale
of itself or any other extraordinary transaction. While WHX remains interested
in pursuing a transaction on terms acceptable to WHX, it has not formally
amended its proposal to acquire Teledyne, Inc. for $22 per share in cash and
securities since its offer in November 1994, which offer was rejected by the
Board of Teledyne.
RESTRICTIONS ON DIVIDENDS; DEPENDENCE ON SUBSIDIARIES AND HOLDING
COMPANY STRUCTURE; EFFECT OF INDEBTEDNESS
WHX presently does not intend to pay cash dividends on the Common Stock
for the foreseeable future. WHX's ability to pay cash dividends on the Common
Stock is prohibited under the RCF without the consent of the lenders thereunder
and is limited under the indentures (as supplemented) relating to the Senior
Notes and the First Mortgage Notes.
In addition, WHX is a holding company whose earnings are derived from
the operations of its direct and indirect subsidiaries. Therefore, WHX's cash
flow and consequent ability to
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<PAGE>
service its debt and pay dividends are dependent upon the earnings of such
subsidiaries and the distribution of those earnings to WHX or upon other
payments of funds by such subsidiaries to WHX. Certain agreements, including the
indentures relating to the Senior Notes and the First Mortgage Notes, limit the
amount of dividends payable by certain of such subsidiaries. As of September 30,
1995, Wheeling-Pittsburgh Corporation, a wholly-owned subsidiary of WHX ("WPC"),
and the subsidiaries of WPC had outstanding indebtedness of approximately $290
million and other liabilities, including trade payables of approximately $111
million.
Further, indebtedness of WHX and its subsidiaries and covenants
contained in debt instruments governing such indebtedness may limit the ability
of WHX and its subsidiaries to withstand competitive pressures or adverse
economic consequences, including, without limitation, the ability of WHX and its
subsidiaries to make capital expenditures required to continue to modernize
facilities and to maintain production capacity.
ANTITAKEOVER MATTERS
Certain provisions of the WHX Certificate of Incorporation, the RCF and
the indentures relating to the Senior Notes and the First Mortgage Notes may
have the effect of delaying or preventing transactions involving a change of
control of WHX, including transactions in which stockholders might otherwise
receive a possible substantial premium for their shares over then current market
prices, and may limit the ability of stockholders to approve transactions that
they may deem to be in their best interests. The existence of these provisions
could have a depressive effect on the market for the Company's Common Stock. The
Certificate of Incorporation (i) permits WHX to issue "blank check" preferred
stock, with such designations, rights and preferences as may be determined from
time to time by the Board of Directors, without stockholder approval and (ii)
contains certain provisions insuring compliance with the ownership rules of the
Federal Communications Act of 1934, as amended, and the regulations enacted
thereunder, which provisions limit the amount of outstanding Common Stock which
may be held by foreign persons and entities to 25%.
LABOR MATTERS
The Company's prior labor agreement with the United Steel Workers of
America ("USWA") expired on March 1, 1994. At such time the Company and the USWA
were unable to reach agreement on certain material terms of a new labor
agreement resulting in a two-day strike. On March 3, 1994, the Company and the
USWA reached agreement on the terms of a new labor agreement. The new labor
agreement, which was ratified by the rank and file of the USWA on April 18,
1994, expires on October 1, 1996.
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<PAGE>
It is impossible to predict whether the Company will be able to
negotiate a new collective bargaining agreement without production
interruptions, or the possible impact of such negotiations on the financial
condition or results of operations of the Company. If mutual agreement is not
reached between the Company and USWA prior to the expiration of the Company's
new labor agreement, either to extend its expiration or to enter into a new
agreement, a strike by USWA employees will likely follow. For the year ended
December 31, 1994, approximately 79% of the Company's employees were represented
by the USWA (based on the average number of employees working during such
period.)
Under an agreement with the Pension Benefit Guaranty Corporation
("PBGC") reached by the Company's predecessor during its Chapter 11
reorganization (the "PBGC Agreement"), the Company's then existing defined
benefit pension plans were terminated and the PBGC assumed the obligations
thereunder. The Company adopted defined contribution pension plans to replace
the terminated defined benefit pension plans. All of the Company's integrated
steel competitors currently maintain defined benefit pension plans for the
benefit of their USWA-represented employees. This disparity has provided the
Company with a material competitive advantage. Under the PBGC Agreement, the
Company is prohibited from adopting any defined-benefit pension plan prior to
January 3, 1996. The PBGC may allow the Company after such date to adopt a new
defined benefit pension plan. However, it is likely that the PBGC would oppose
an abusive follow-on plan, consistent with PBGC policies and a decision by the
U.S. Supreme Court. The Company's current collective bargaining agreement with
the USWA expires October 1, 1996. It is likely that the USWA will request that
the Company adopt some form of a defined benefit pension plan. The exact cost of
such a plan would vary depending on its terms, but the adoption of such a plan
with a substantial increase in benefits over the Company's current plans would
result in increased annual pension costs, material cash funding requirements and
possibly the recognition of a material unfunded liability. Such an occurrence
would reduce or eliminate the Company's competitive advantage with respect to
pension costs.
The Company has significant accrued liabilities with respect to
post-retirement medical and life benefits for eligible employees, aggregating
approximately $412.0 million at December 31, 1994.
CONSIDERATIONS RELATING TO THE INDUSTRY
CYCLICALITY OF THE STEEL INDUSTRY
The steel industry is cyclical in nature. Domestic integrated producers
suffered substantial losses between 1981 and 1986 and also in 1991 and 1992,
primarily as a result of major economic recessions, high levels of steel
imports, the strength of the
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<PAGE>
United States dollar against other currencies, worldwide production
overcapacity, increased domestic and international competition, high labor costs
and inefficient plants. Domestic steel industry earnings greatly improved
between 1987 and 1989, as compared to the prior four year period, due in part to
substantial restructuring (including the reduction of steel production
capacity), the strength of the domestic economy and the decline of the United
States dollar against foreign currencies. Domestic steel production in 1988 was
the highest since 1981. In that year, the Company reported operating income of
$179.2 million. However, industry demand slackened during the latter half of
1990 and continued to be weak through the end of 1992. Price increases were
implemented during 1993 and 1994 and demand for steel products has remained
strong through the second quarter of 1995. Since such time, prices have fallen
and demand has softened. The Company expects prices to continue to fall and
demand to soften for the immediate future.
POSSIBLE FLUCTUATIONS IN THE COST OF RAW MATERIALS
The Company's operations require substantial amounts of raw materials,
including various types of iron ore pellets, steel scrap, coal, zinc, oxygen,
natural gas and electricity. The price and availability of these materials are
subject to market conditions affecting supply and demand. Furthermore, worldwide
competition in the steel industry has frequently limited the ability of steel
producers to raise finished product prices to recover higher raw material costs.
The Company's future profitability may be adversely affected to the extent it is
unable to pass on higher raw material costs to its customers.
COMPETITION
FOREIGN. Domestic steel producers have faced significant competition
from foreign producers. Foreign competition is intense and has adversely
affected product prices in the United States and tonnage sold by domestic
producers. The intensity of foreign competition is substantially affected by
fluctuations in the value of the United States dollar against foreign
currencies. In particular, appreciation in the value of the United States dollar
against foreign currencies could permit foreign manufacturers to sell steel in
the United States at prices below comparable prices of domestic producers. Many
foreign steel producers are owned, controlled or subsidized by their
governments. Decisions by these foreign producers with respect to production and
sales may be influenced to a greater degree by political and economic policy
considerations than by prevailing market conditions.
DOMESTIC. The Steel Division competes with other domestic integrated
producers, many of which have substantially greater resources and market share
than the Company. Domestic integrated producers also compete with mini-mills.
Mini-mills provide significant competition in certain products, principally
structural
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<PAGE>
shapes, bars and rods (which are not sold by the Company). Mini-mills are
relatively efficient, low-cost producers that generally produce steel from scrap
in electric furnaces, have lower employment and environmental costs and target
regional markets. Recently developed thin slab casting technologies have allowed
one mini-mill to enter certain sheet markets, which have traditionally been
supplied by integrated producers. The ability of mini-mill producers to capture
a significant percentage of the sheet markets, which represented approximately
half of domestic industry shipments in 1994, is anticipated to create additional
available capacity for flat rolled sheet, which could negatively impact prices
and demand for the Company's products.
Wheeling Corrugating competes in a large number of regional markets
with numerous other fabricating operations, many of which are independent of the
major integrated manufacturers. Independent fabricators generally are able to
acquire flat-rolled steel products, their basic raw material, at prevailing
market prices. In periods of low demand for flat-rolled steel products, such
market prices may be near or below the Company's costs to produce such products
and, therefore, Wheeling Corrugating may incur higher raw materials costs than
certain competitors. Further, there are few barriers to entry into the
manufacture of fabricated products in certain individual markets currently
served by Wheeling Corrugating. Other competitors, including domestic integrated
producers and mini-mills, may determine to manufacture fabricated products and
compete with Wheeling Corrugating in its markets. Such competition may
negatively affect prices that may be obtained in certain markets by the Company
for its fabricated products. Many of Wheeling-Corrugating's competitors do not
have a unionized workforce and, therefore, may have lower operating costs than
Wheeling Corrugating.
ENVIRONMENTAL CONSIDERATIONS
The Company and other steel producers have become subject to
increasingly stringent environmental standards imposed by Federal, state and
local environmental laws and regulations. The Company has expended, and can be
expected to be required to expend in the future, significant amounts for
installation of environmental control facilities, remediation of environmental
conditions and other similar matters. The costs of complying with such stringent
environmental standards may cause the Company and other domestic steel producers
to be competitively disadvantaged vis-a-vis foreign steel producers and
producers of steel substitutes, who may be subject to less stringent standards.
The Company has also been alleged to be a potentially responsible party at
various "Superfund" sites. The Company is subject to strict joint and several
liability imposed upon potentially responsible parties at "Superfund" sites;
however, the Company believes that at all of the sites involved there are
organized groups of potentially responsible parties. The Company does not
anticipate that any
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potential assessment and remediation costs will have a material adverse effect
on its financial condition or results of operations; however, the Company cannot
currently predict the actual assessment and remediation costs for which it may
be responsible.
USE OF PROCEEDS
No net proceeds will be realized by the Company from the sale of the
shares of Common Stock offered by the Selling Shareholders.
SELLING STOCKHOLDER
The following table sets forth certain information regarding beneficial
ownership of Common Stock, as of November 27, 1995, and is adjusted to reflect
the sale of Common Stock offered hereby, by the Selling Stockholder.
<TABLE>
<CAPTION>
SHARES TO BE
SHARES BENEFICIALLY OWNED SOLD IN SHARES BENEFICIALLY OWNED
NAME PRIOR TO OFFERING(1) OFFERING AFTER OFFERING
NUMBER PERCENT NUMBER PERCENT
<S> <C> <C> <C> <C> <C>
Klockner Namasco Corporation.......... 188,519 * 188,519 0 --
</TABLE>
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* Less than 1%
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is The First
National Bank of Boston.
PLAN OF DISTRIBUTION
This offering is self-underwritten; the Company has not employed an
underwriter for the sale of Common Stock by the Selling Stockholder and will
bear all expenses of the Offering.
The Common Stock may be offered for the account of the Selling
Stockholder from time to time in the over-the-counter market or in negotiated
transactions, at fixed prices which may be changed or at negotiated prices. The
Selling Stockholder may effect such transactions by selling shares to or through
broker-dealers, and all such broker-dealers may receive compensation in the form
of discounts, concessions, or commissions from the Selling Stockholder and/or
the purchasers of shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
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<PAGE>
Any broker-dealer acquiring shares from the Selling Stockholder may
sell the shares either directly, in its normal market-making activities, through
or to other brokers on a principal or agency basis or to its customers. Any such
sales may be at prices then prevailing in the over-the-counter market or at
prices related to such prevailing market prices or at negotiated prices to its
customers or a combination of such methods. The Selling Stockholder and any
broker-dealers that act in connection with the sale of the Common Stock
hereunder might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act; any commissions received by them and any profit on
the resale of shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act. Any such commissions, as well as other
expenses incurred by the Selling Stockholder and applicable transfer taxes, are
payable by the Selling Stockholder.
EXPERTS
The financial statements incorporated by reference in this Prospectus
and Registration Statement by reference to the Annual Report on Form 10-K, as
amended, of WHX Corporation for the year ended December 31, 1994 have been so
incorporated in reliance on the report (which contains two explanatory
paragraphs related to the corporate reorganization which occurred during 1994
and the filing of an initial public offering registration statement by
Wheeling-Pittsburgh Corporation, a wholly-owned subsidiary of the Company,
discussed in Notes A and B, respectively, to the financial statements) of Price
Waterhouse LLP, independent accountants, given on authority of said firm as
experts in auditing and accounting.
LEGAL MATTERS
The validity of the Securities will be passed upon for WHX and the
Selling Stockholder by Olshan Grundman Frome & Rosenzweig LLP, New York, New
York. Marvin L. Olshan, a member of Olshan Grundman Frome & Rosenzweig LLP, is a
director and Secretary of WHX and owns 1,000 shares of Common Stock and options
to purchase 32,000 shares of Common Stock. Steven Wolosky, also a member of
Olshan Grundman Frome & Rosenzweig LLP, is the Assistant Secretary of WHX and
holds options, directly or indirectly, to purchase 19,500 shares of Common
Stock.
-14-
<PAGE>
================================================================================
No dealer, salesman or any other person is authorized to give any
information or to make any representations in connection with this offering not
contained in this Prospectus and, if given or made, such information or k
representations must not be relied upon as having been authorized by the Company
or any Selling Stockholder. This Prospectus does not constitute an offer to sell
or solicitation of any offer to buy the security other than the Securities
offered by this Prospectus or an offer by any person in any jurisdiction where
such an offer or solicitation is not authorized or is unlawful. The delivery of
this Prospectus shall not, under any circumstances, create any implication that
information herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
Page
Available Information.................................. 2
Incorporation of Certain Documents
By Reference......................................... 2
The Company............................................ 4
Investment Considerations.............................. 5
Use of Proceeds........................................ 12
Selling Stockholder.................................... 12
Plan of Distribution................................... 12
Experts................................................ 13
Legal Matters.......................................... 13
188,519 Shares of Common Stock
WHX CORPORATION
PROSPECTUS
November __, 1995
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offerings of the
Securities are as follows:
SEC Registration Fee................................................ $682.57
"Blue Sky" Fees and Expenses........................................ 1,000.00
Printing and Engraving Expenses..................................... 1,000.00
Legal Fees and Expenses............................................. 10,000.00
Accounting Fees and Expenses........................................ 5,000.00
Transfer Agent's Fees and Expenses.................................. 500.00
-----------
Total...................................................... $18,182.57
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Registrant provides that the
Registrant shall indemnify to the extent permitted by Delaware law any person
whom it may indemnify thereunder, including directors, officers, employees and
agents of the Registrant. Such indemnification (other than an order by a court)
shall be made by the Registrant only upon a proper determination that the
individual met the applicable standard of conduct. Advances of such
indemnification may be made pending such determination. Such determination shall
be made by a majority vote of a quorum consisting of disinterested directors, or
by independent legal counsel or by the stockholders. In addition, the
Registrant's Certificate of Incorporation eliminates, to the extent permitted by
Delaware law, personal liability of directors to the Registrant and its
stockholders for monetary damages for breach of fiduciary duty as directors.
The Registrant also maintains a directors and officers insurance and
company reimbursement policy. The policy insures directors and officers against
unindemnified loss arising from certain wrongful acts in their capacities and
reimburses the Registrant for such loss for which the Registrant has lawfully
indemnified the directors and officers. The policy contains various exclusions,
none of which relates to the offering hereunder.
Section 145(a) of the Delaware Corporation Law (the "DGCL") provides in
relevant part that "a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another
II-1
<PAGE>
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, unlawful." With respect to derivative actions, Section 145(b) of
the DGCL provides in relevant part that "[a] corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor . . . [by reason of his service
in one of the capacities specified in the preceding sentence] against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper."
The Registrant has entered into an Indemnification Agreement with each
of its directors and officers whereby is has agreed to indemnify each director
and officer from and against any and all expenses, losses, claims, damages and
liability incurred by such director or officer for or as a result of action
taken or not taken while such director was acting in his capacity as a director,
officer, employee or agent of the Registrant.
ITEM 16. EXHIBITS
(a) Exhibits:
EXHIBIT NO.
**4(a) Form of Common Stock Certificate.
*4(b) Registration Rights Agreement between WHX and
Klockner Namasco Corporation September 30, 1995.
***5 Opinion of Olshan Grundman Frome & Rosenzweig LLP
with respect to legality of the Common Stock.
***23.1 Consent of Olshan Grundman Frome & Rosenzweig LLP,
included in Exhibit No. 5.
***23.2 Consent of Price Waterhouse LLP, contained on page
II-6.
*24 Power of Attorney, included on page II-5.
- ---------------------------
* Previously Filed .
II-2
<PAGE>
** Incorporated by reference to the Company's Registration
Statement on Form S-4, filed with the Commission on May 12,
1994 (Commission File No. 33-53591), as amended.
*** Filed herewith.
All schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions or
are not applicable, and therefore have been omitted.
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of an action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed
II-3
<PAGE>
by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this Registration Statement
as of the time it was declared effective.
(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and State of New York on the 27th day of November, 1995.
WHX CORPORATION
By: /s/ Ronald LaBow
----------------
Ronald LaBow
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald LaBow, Marvin L. Olshan and James
L. Wareham, his true and lawful attorney-in-fact, each acting alone, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments including
post-effective amendments to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting along, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Ronald LaBow Director
- -----------------------------
Ronald LaBow November 27,1995
/s/ Frederick G. Chbosky* Principal Financial
- ----------------------------- Officer and Principal
Frederick G. Chbosky Accounting Officer November 27,1995
/s/ Robert A. Davidow* Director
- -----------------------------
Robert A. Davidow November 27,1995
/s/ Marvin L. Olshan* Director
- -----------------------------
Marvin L. Olshan November 27,1995
/s/ Paul W. Bucha* Director
- -----------------------------
Paul W. Bucha November 27,1995
/s/ William Goldsmith*
- ----------------------------- Director November 27,1995
William Goldsmith
/s/ James L. Wareham* Director and Principal
- ----------------------------- Executive Officer November 27,1995
James L. Wareham
II-5
<PAGE>
/s/ Raymond S. Troubh* Director
- ----------------------------- November 27, 1995
Raymond S. Troubh
/s/ Neil D. Arnold* Director
- ----------------------------- November 27, 1995
Neil D. Arnold
By: /s/ Ronald LaBow
- -----------------------------
Ronald LaBow, Attorney-in-
Fact
II-6
<PAGE>
EXHIBIT 23.2
CONSENT
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 6, 1995, except for Note B which is as of February 24, 1995, appearing
on page 21 of WHX Corporation's Annual Report on Form 10-K, as amended, for the
year ended December 31, 1994. We also consent to the references to us under the
heading "Experts" in such Prospectus.
Price Waterhouse LLP
Pittsburgh, PA
November 28, 1995
II-7
EXHIBIT 5
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200 (phone)
(212) 755-1467 (facsimile)
November 28, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: WHX CORPORATION
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 File No.
33-63845 (the "Registration Statement") which has been filed with the Securities
and Exchange Commission by WHX Corporation, a Delaware corporation (the
"Company"). The Registration Statement relates to an aggregate of 188,519 shares
of common stock, $.01 par value (the "Shares").
We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws of the Company, minutes of meetings and unanimous written consents of
the Board of Directors of the Company and such other documents, instruments and
certificates of officers and representatives of the Company and public
officials, and we have made such examination of the law, as we have deemed
appropriate as the basis for the opinion hereinafter expressed. In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to original
documents of documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares being
registered are duly authorized and have been duly and validly issued and are
fully paid and non-assessable.
We are members of the Bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
<PAGE>
We advise you that Marvin L. Olshan, a member of this firm, is a
Director of WHX and owns 1,000 shares, and options to purchase 32,000 shares, of
Common Stock of WHX. Steven Wolosky, also a member of this firm, is Assistant
Secretary of WHX and holds, directly or indirectly, options to purchase 19,500
shares of Common Stock of WHX.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and we further consent to the reference to this firm
under the caption "Legal Matters" in the prospectus constituting a part thereof.
Very truly yours,
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
