SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14(a)-12
WHX CORPORATION
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(Name of Registrant as Specified in Charter)
WHX CORPORATION
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(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of filing fee (check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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WHX CORPORATION
110 East 59th Street
New York, New York 10022
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August 21, 1996
TO THE STOCKHOLDERS OF
WHX CORPORATION:
On August 12, 1996 WHX Corporation (the "Company") held its 1996 Annual
Meeting of Stockholders as scheduled. Prior to taking any of the formal actions
for which the meeting was scheduled, however, the Annual Meeting was adjourned
until Tuesday, September 10, 1996 at the Dupont Hotel, 11th & Market Streets,
Wilmington, Delaware 19801, at 11:00 A.M. All stockholders are invited to attend
the adjourned meeting on September 10, 1996.
The Annual Meeting to be held on September 10, 1996 will be held for
the purposes described in the proxy materials mailed to you on July 3, 1996, and
for one additional purpose, to vote on a proposal by a stockholder of the
Company. Enclosed with this letter is a Supplement to Notice of Annual Meeting
of Stockholders and Supplement to Proxy Statement which includes the stockholder
proposal as well as a short statement by the Company about the proposal. Also
enclosed is a proxy card which includes the three proposals of the Company
described in the proxy materials previously mailed to you and the
above-mentioned proposal by a stockholder of the Company.
YOUR VOTE IS VERY IMPORTANT TO THE COMPANY. ACCORDINGLY, PLEASE SIGN
AND PROMPTLY MAIL THE ENCLOSED PROXY, WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING, IN ORDER THAT YOUR SHARES MAY BE VOTED FOR YOU. A RETURN
ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE. IF YOU DO NOT RETURN THE ENCLOSED
PROXY, ANY PROXY PREVIOUSLY RETURNED BY YOU WILL REMAIN VALID AND WILL BE VOTED
AT THE MEETING.
We apologize for any inconvenience that the adjournment may have caused
you.
Sincerely yours,
Ronald LaBow
Chairman of the Board
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WHX CORPORATION
110 East 59th Street
New York, New York 10022
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SUPPLEMENT TO NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 10, 1996
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TO THE STOCKHOLDERS OF
WHX CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of WHX
CORPORATION (the "Company") was held on August 12, 1996 at which time it was
adjourned until September 10, 1996 (the "Meeting") at the Dupont Hotel, 11th &
Market Streets, Wilmington, Delaware 19801, at 11:00 A.M., at which time the
stockholders of the Company will act on the three proposals previously described
in the Company's Proxy Statement mailed to stockholders on July 3, 1996 (the
"Proxy Statement") and in addition, the stockholders will act on a proposal
submitted by a stockholder of the Company. Accordingly, at such time as the
Meeting is reconvened, the Meeting will be held for the following purposes:
1. To elect nine (9) members of the Board of Directors to serve
until the next annual meeting of stockholders and until their
successors have been duly elected and shall have qualified;
2. To approve the classification of the board of directors of the
Company and certain other related matters;
3. To ratify the appointment of Price Waterhouse LLP as the
Company's independent public accountants for the fiscal year ending
December 31, 1996;
4. To vote on the stockholder proposal described in the attached
Supplement to Proxy Statement; and
5 To consider and act upon such other business as may properly
come before the meeting.
Only stockholders of record at the close of business on July 1, 1996
will be entitled to vote at the Meeting.
A Supplement to Proxy Statement and a Supplemental Proxy accompany this
Supplement to Notice of Annual Meeting of Stockholders. These documents should
be read in conjunction with the Notice of Annual Meeting of Stockholders, Proxy
Statement and Proxy dated July 3, 1996 previously mailed to stockholders.
PLEASE SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY, WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, IN ORDER THAT YOUR SHARES MAY BE VOTED FOR YOU. A
RETURN ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE. IF YOU DO NOT RETURN THE
ENCLOSED PROXY, ANY PROXY PREVIOUSLY RETURNED BY YOU WILL REMAIN VALID AND WILL
BE VOTED AT THE MEETING.
By Order of the Board of Directors,
MARVIN L. OLSHAN
Secretary
Dated: New York, New York
August 21, 1996
<PAGE>
WHX CORPORATION
110 East 59th Street
New York, New York 10022
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ANNUAL MEETING OF STOCKHOLDERS
September 10, 1996
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SUPPLEMENT TO PROXY STATEMENT
This Supplement to Proxy Statement (the "Supplement") is being mailed
to the stockholders of WHX Corporation (the "Company") on or about August 21,
1996 in connection with the solicitation by the Board of Directors of the
Company (the "Board of Directors") of proxies for use at the 1996 Annual Meeting
of stockholders of the Company (the "Meeting") to be held at the Dupont Hotel,
11th & Market Streets, Wilmington, Delaware 19801, on September 10, 1996 at
11:00 A.M. The Annual Meeting of Stockholders was held on August 12, 1996 at
which time it was adjourned until September 10, 1996. At such time as the
adjourned Meeting is reconvened, stockholders will: (1) act on the three
proposals previously described in the Company's Proxy Statement mailed to
stockholders on July 3, 1996 (the "Proxy Statement"); and (2) vote on the
stockholder's proposal described herein. This Supplement should be read in
conjunction with the Company's Proxy Statement previously mailed to
stockholders.
On or about July 3, 1996, the Company mailed its Notice of Annual
Meeting and Proxy Statement. At the time of mailing, the Annual Meeting was
scheduled to be called for the purposes of (1) to elect nine (9) directors; (2)
to approve the classification of the Board of Directors and certain other
related matters; (3) to ratify the appointment of Price Waterhouse LLP as the
Company's independent public accountants for the Fiscal year ending December 31,
1996; and (4) to consider and act upon such other business as may properly come
before the Annual Meeting. On August 12, 1996 the Annual Meeting was held but
was adjourned, prior to taking any of the above-described actions, until
September 10, 1996. At such time the Annual Meeting will be reconvened for the
purposes described above, as well as to vote on the stockholder's proposal
included herein.
All proxies delivered pursuant to this solicitation by the Company or
previously delivered may be revoked by the person executing the same by notice
in writing received at the office of the Company at any time prior to exercise.
If not revoked, the shares of Common Stock represented thereby will be voted at
the Meeting. All proxies will be voted in accordance with the instructions
specified thereon. If no specification is indicated on the Proxy, the shares of
Common Stock represented thereby will be voted (i) for the election as Directors
of the persons who have been nominated by the Board of Directors, (ii) to
approve the classification of the Board of Directors and certain other related
matters; (iii) for the ratification of the appointment of Price Waterhouse LLP
as the Company's independent public accountants for the fiscal year ending
December 31, 1996 and (iv) for any other matter that may properly be brought
before the Meeting in accordance with the judgment of the person or persons
voting the Proxy. If no specification is indicated on the Proxy with respect to
the stockholder proposal described herein, the shares of Common Stock
represented thereby will not be voted.
With regard to the vote on the stockholder proposal, an abstention may
be specified and will be counted as present for purposes of such item. Under
applicable Delaware law, a broker non-vote will have no effect on the approval
of the stockholder proposal.
IF YOU HAVE NOT PREVIOUSLY RETURNED A PROXY TO THE COMPANY, THE COMPANY
URGES YOU TO PLEASE SIGN AND RETURN THE ENCLOSED PROXY, WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING, IN ORDER FOR YOUR SHARES TO BE VOTED. IF YOU HAVE
PREVIOUSLY RETURNED A PROXY TO THE COMPANY AND DO NOT WISH TO VOTE ON THE NEW
STOCKHOLDER PROPOSAL, YOU NEED NOT RESPOND. IF YOU
<PAGE>
DO NOT RETURN THE ENCLOSED PROXY, ANY PROXY PREVIOUSLY RETURNED BY YOU WILL
REMAIN VALID AND WILL BE VOTED AT THE MEETING UNLESS A SUBSEQUENT PROXY IS
RECEIVED FROM YOU [OR YOU ELECT TO ATTEND THE MEETING AND VOTE IN PERSON.]
PROPOSAL NO. 4
STOCKHOLDER PROPOSAL
The following proposal was received by the Company for consideration by
stockholders at the meeting:
I PROPOSE THAT CHAIRMAN LA BOW REPORT IN FULL TO THE WHX SHAREHOLDERS, ALL
RELATED EVENTS, DISCUSSOONS [SIC], DEALINGS, ETC., RELATIVE TO THE FAILED BID TO
ACQUIRE AND MERGE TELEDYNE, INC. THE SAID REPORT SHOULD INCLUDE DOCUMENTATION OF
THE INJUDICIOUS SALE OF 2,000,000 SHARES OF TDY BECAUSE OF THE FACT THAT SUCH
SALE WAS MADE NOTWITHSTANDING A THEN PENDING OFFER OF $32 A SHARE FOR PUBLICLY
OWNED TDY SHARES, AND THE FACT THAT LA BOW, AS A DIRECTOR OF TELEDYNE POSSIBLY
KNEW OF NEGOTIATIONS WITH ALLEGHENY-LUDLUM WHICH PRODUCED A MARKET VALUE OF OVER
$40 A TDY SHARE, CONTRASTED WITH THE $26 A SHARE RECEIVED IN THE SALE OF
2,000,000 TDY SHARES BY WHX.
The name and address of the proponent stockholder and the number of shares of
Common Stock of the Company held by the proponent stockholder will be furnished
by the Company to any person, orally or in writing as requested, promptly upon
the receipt of any oral or written request therefor.
THE COMPANY DOES NOT MAKE ANY RECOMMENDATION TO STOCKHOLDERS WITH RESPECT TO
THIS PROPOSAL. THE COMPANY DOES INTEND TO DISCLOSE TO STOCKHOLDERS INFORMATION
ABOUT ITS BID TO ACQUIRE TELEDYNE, INC. ("TELEDYNE") REGARDLESS OF THE OUTCOME
OF THIS PROPOSAL.
COMPANY STATEMENT
The Company intends to disclose information about its bid to acquire
Teledyne in its Annual Report to stockholders for the twelve months ending
December 31, 1996, in addition to the information previously disclosed,
irrespective of whether the stockholder proposal is approved. At such time the
Company will disclose information as to the number of shares of common stock of
Teledyne acquired and disposed of by the Company, and the timing of such
transactions.
Although a report will be provided to stockholders as described above,
the Company believes it is important to disclose certain key facts in light of
the inaccuracies and innuendos contained in the stockholder proposal. The
Company acquired a total of 2,477,800 shares of common stock of Teledyne on or
prior to February 21, 1995, at an average price per share of $20.31. The Company
sold approximately 90% of such shares on or prior to December 31, 1995, and the
remainder of such shares during 1996, at an average price per share for all such
shares of $25.71, resulting in a pre-tax gain, before expenses incurred relating
to the Company's unsuccessful efforts to acquire Teledyne, to the Company of
approximately $13.4 million. Approximately 90% of such sales were completed by
December 31, 1995, before the February 26, 1996 announcement of the offer by the
Company to acquire shares of common stock of Teledyne for $32 per share, not
during such offer as alleged in the stockholder proposal. Ronald LaBow, Chairman
of the Board of the Company, was elected to the board of directors of Teledyne
in May, 1995. As the board of directors of Teledyne was aware of the Company's
possible interest in acquiring Teledyne, Mr. LaBow was excluded from various
discussions involving a potential sale of Teledyne, and was not aware of any
pending discussions between Teledyne and Allegheny-Ludlum, which were publicly
announced by Teledyne on April 1, 1996.
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The Company believes that the suggestion that Mr. LaBow has not acted
in the best interests of the Company is misleading and based on incorrect
information. In fact, the Company believes that Mr. LaBow's actions were
extremely beneficial to the Company.
By Order of the Company,
MARVIN L. OLSHAN, Secretary
Dated: New York, New York
August 21, 1996
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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WHX CORPORATION
Supplemental Proxy -- Annual Meeting of Stockholders
September 10, 1996
The undersigned, a stockholder of WHX Corporation, a Delaware
corporation (the "Company"), does hereby appoint Ronald LaBow and James L.
Wareham, and each of them, the true and lawful attorneys and proxies with full
power of substitution, for and in the name, place and stead of the undersigned,
to vote all of the shares of Common Stock of the Company which the undersigned
would be entitled to vote if personally present at the adjournment of the 1996
Annual Meeting of Stockholders of the Company to be held at the Dupont Hotel,
11th & Market Streets, Wilmington, Delaware 19801, on September 10, 1996, at
11:00 A.M., Local Time, or at any adjournment or adjournments thereof.
The undersigned hereby revokes any proxy or proxies heretofore given
and acknowledges receipt of a copy of the Supplement to Notice of Annual Meeting
and Supplement to Proxy Statement, both dated August __, 1996, a copy of the
Notice of Annual Meeting and Proxy Statement, both dated July 3, 1996, and a
copy of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
IF YOU DO NOT RETURN THIS PROXY, ANY PROXY PREVIOUSLY RETURNED BY YOU WILL
REMAIN VALID AND WILL BE VOTED AT THE MEETING.
1. To elect the following directors: William Goldsmith, James L.
Wareham and Lynn Williams to Class I of the Board of Directors; Paul W. Bucha,
Marvin L. Olshan and Raymond S. Troubh to Class II of the Board of Directors;
and Neil D. Arnold, Robert A. Davidow and Ronald LaBow to Class III of the Board
of Directors, to serve as directors until the 1997, 1998 and 1999 annual
meetings of stockholders of the Company, respectively, and in each case until
their successors have been duly elected and qualified. In the event that
Proposal No. 2 is not approved, all nominees elected shall have been elected
until the 1997 annual meeting of stockholders of the Company and until their
successors shall be duly elected and qualified.
WITHHELD ________________________
FOR ALL FROM ALL ________________________
NOMINEES ___ NOMINEES ___ ________________________
To withhold authority to
vote for any nominee(s),
print name above:
2. Classification of the Board of Directors.
FOR ___________ AGAINST ________ ABSTAIN ______
<PAGE>
3. To ratify the appointment of Price Waterhouse LLP as the
independent public accountants of the Company for the fiscal
year ending December 31, 1996.
FOR ___________ AGAINST ________ ABSTAIN ______
4. To approve the stockholder proposal described in the
Supplement to Proxy Statement.
FOR ___________ AGAINST ________ ABSTAIN ______
5. DISCRETIONARY AUTHORITY: To vote with discretionary authority
with respect to all other matters which may come before the
Meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. UNLESS
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT THE DIRECTORS, APPROVE
THE CLASSIFICATION OF THE BOARD OF DIRECTORS AND TO RATIFY THE APPOINTMENT OF
PRICE WATERHOUSE LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS. IF NOT
SPECIFIED, THIS PROXY WILL NOT BE VOTED WITH RESPECT TO THE STOCKHOLDER PROPOSAL
DESCRIBED IN THE SUPPLEMENT TO PROXY STATEMENT.
NOTE: Your signature should appear the same as your name appears hereon. In
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint tenants, all
parties in the joint tenancy must sign. When a proxy is given by a corporation,
it should be signed by an authorized officer and the corporate seal affixed. No
postage is required if mailed in the United States.
Signature: Date___________
Signature: Date___________
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW: ____________
