SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
WHX CORP.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
929248 10 2
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(CUSIP number)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
MAY 8, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Check the following box if a fee is being paid with the statement o. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE. six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 19 Pages)
Exhibit Index on Page 10
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RM CAPITAL PARTNERS
13-3406375
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------------
8 SHARED VOTING POWER
-0-
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DR CAPITAL PARTNERS
22-2835443
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WPN Corp.
13 341 0792
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 704,150(2)
OWNED BY
EACH
REPORTING
PERSON WITH
--------------------------------------------------------------
8 SHARED VOTING POWER
-0-
--------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
704,150(2)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
704,150(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) Excludes options to purchase shares of Common Stock held by certain
officers and directors of WPN Corp. as disclosed in Item 5.
<PAGE>
SCHEDULE 13D
(Amendment No. 2)
relating to the
Common Stock, $.01 par value
of
WHX Corporation
This Amendment No. 2 amends the Schedule 13D dated July 26,
1994, as amended heretofore (the "Schedule 13D"), jointly filed by RM Capital
Partners ("RM Capital") and DR Capital Partners ("DR Capital"), both of which
are Delaware limited partnerships, RM Capital Sub Corporation, a Delaware
corporation ("RM Capital Sub"), and WPN Corp. ("WPN"), a New York S corporation
relating to the beneficial ownership of the Common Stock, par value $.01 per
share (the "Common Stock"), of WHX Corporation. Following the transactions
described herein, none of RM Capital, DR Capital, RM Capital Sub and WPN,
individually or in the aggregate, beneficially own in excess of 5% of the
outstanding shares of Common Stock. Pursuant to Rule 101 of Regulation S-T, this
Amendment No. 2 amends and restates the Schedule 13D to read in its entirety as
follows:
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates
is the Common Stock, $.01 par value of WHX Corporation, a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at 110
East 59th Street, New York, New York 10022, telephone (212) 355-5200.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by RM Capital and DR Capital,
both of which are Delaware limited partnerships and WPN Corp., a New York S
corporation. RM Capital, DR Capital and WPN are referred to herein collectively
as the "Reporting Persons." The address of the principal office of each of RM
Capital and DR Capital is c/o Stonehill Investment Corp. ("Stonehill"), 110 East
59th Street, New York, New York 10022, telephone (212) 355-5200, and the address
of the principal office of WPN is 126 Lower Broadford Road, Bellevue, Idaho
83313, telephone (208)788-0110, and each of such Reporting Persons' principal
business is carried out at such office.
RM Capital and DR Capital are limited partnerships controlled
by WPN, which is the sole general partner of such entities. Ronald LaBow is
President and the sole shareholder of WPN. RM Capital Sub, which was dissolved
in April 1996, was a Delaware corporation and a wholly-owned subsidiary of RM
Capital and its President was Ronald LaBow. The principal business of DR
Capital, RM Capital and RM Capital Sub was the ownership of the
<PAGE>
Common Stock. The principal business of WPN is the investment in securities.
The officers of WPN are Ronald LaBow, its President, Stewart
E. Tabin, its Vice-President and Neale X. Trangucci, its Secretary and
Treasurer. WPN's directors are Messrs. LaBow, Tabin and Trangucci, each of whom
are citizens of the United States and each of whom have as their business
address: c/o Stonehill Investment Corp., 110 East 59th Street, New York, New
York 10022. Mr. LaBow's principal occupation is an investor. Mr. LaBow has been
a Director and Chairman of the Board of the Issuer since June, 1994. Messrs.
Tabin and Trangucci are investors and are officers of Stonehill, a merchant
banking firm, and are each an Assistant Treasurer of the Issuer. The officers of
RM Capital Sub were Ronald LaBow, its President, Neale X. Trangucci, its Vice
President, and Stewart E. Tabin, its Secretary and Treasurer. The Directors of
RM Capital Sub were Messrs. LaBow, Tabin and Trangucci.
Mr. LaBow may be deemed to be a "controlling person" of RM
Capital, DR Capital and WPN as that term is defined in the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "1934
Act").
During the last five years none of the Reporting Persons nor,
where applicable, to the best knowledge of each of them, any of their respective
general partners nor any of the officers and directors of such general partners
or any officer or director of any of the Reporting Persons, where applicable,
had been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons acquired their shares of Common Stock
pursuant to a Plan and Agreement of Merger, dated as of July 26, 1994, among
Wheeling-Pittsburgh Corporation ("WPC"), the Issuer and WP Merger, Co., pursuant
to which each share of common stock of WPC was automatically converted into one
share of the Issuer's Common Stock. Consequently, upon the occurrence of the
merger, the stockholders of WPC became stockholders of the Issuer and had the
same ownership interest in the Issuer as they had in WPC immediately preceding
the merger. RM Capital and DR Capital first became beneficial owners of greater
than 5% of the outstanding shares of Common Stock of WPC upon WPC's emergence
from bankruptcy on January 3, 1991, as disclosed in the Joint Schedule 13D dated
January 11, 1991, as amended, filed by the Reporting Persons with the Securities
and Exchange Commission. WPN received an aggregate
<PAGE>
distribution of 76,202 shares of Common Stock from DR Capital and RM Capital
effective May 8, 1996, as described in Item 5(a).
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the shares of Common Stock
beneficially owned by them pursuant to the transactions described in Item 3 of
this Schedule 13D, and acquired its ownership interest in the Issuer's
predecessor, WPC, upon its emergence from bankruptcy on January 3, 1991.
As described in Item 5, each of RM Capital and DR Capital
distributed all shares of Common Stock beneficially held by each such Reporting
Person effective May 8, 1996, and presently own no shares of Common Stock.
WPN intends to hold its shares of Common Stock for investment
purposes. WPN intends to review on a continuing basis its investment in the
Issuer and may decide to increase or decrease such investment. The extent of any
such increase or decrease would depend upon the price and availability of the
Issuer's securities, subsequent developments affecting the Issuer, the Issuer's
business and prospects, other investment and business opportunities available to
WPN, general stock market and economic conditions, tax considerations, and other
factors, including the obtaining of any necessary regulatory approvals. Except
as otherwise indicated in this Item 4, WPN has no plans or proposals with
respect to the Issuer that relate to or that could result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
None of the Reporting Persons, individually or in the
aggregate, beneficially own 5% or greater of the outstanding shares of Common
Stock, and have no further 13D reporting obligations beyond this Amendment No.
2.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate percentage of shares of Common Stock
reported owned by each person named herein is based upon 27,594,600 shares of
Common Stock outstanding, which is the total number of shares of Common Stock
outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996. Effective May 8, 1996, each of RM Capital and DR
Capital made a pro rata distribution to their partners of an aggregate of
1,000,093 shares and 1,000,200 shares, respectively, of Common Stock, of which
76,202 shares of Common Stock were distributed to WPN.
After giving effect to the transactions described herein,
neither DR Capital, RM Capital nor RM Capital Sub (which was dissolved in April
1996) own any shares of Common Stock and WPN owns 704,150 shares of Common Stock
(2.5%), including presently exercisable options to purchase 582,500 shares of
Common Stock. As
<PAGE>
sole shareholder of WPN, Mr. LaBow may be deemed to have beneficial ownership of
the shares deemed to be beneficially owned by WPN.
Each of Messrs. Tabin and Trangucci, each a director and
officer of WPN, owns options to acquire 235,000 shares of Common Stock (.8%).
(b) Because Mr. LaBow is the sole shareholder of WPN, he
could be deemed to exercise indirect power to vote and dispose of
the Shares held by WPN.
(c) In April 1996, WPN disposed of 10,000 shares of Common
Stock via gift to a charitable organization. Except as described herein, neither
the Reporting Persons nor any persons named in response to paragraph (a) of this
Item 5 has effected any transactions in the shares of Common Stock during the
past 60 days.
(d) No person other than the Reporting Persons and the persons
named in response to paragraph (a) of this Item 5 has the right to receive or
the power to direct the receipt of dividends form, or the proceeds form the sale
of, the Shares beneficially owned by them.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Plan and Agreement of Merger, dated as of July 26, 1994,
among Wheeling-Pittsburgh Corporation, WHX Corporation and WP Merger, Co.
2. Joint Filing Agreement pursuant to Rule 13d-1(f)(1).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DR CAPITAL PARTNERS
By: WPN Corporation, its
Managing General Partner
By: /s/ Ronald LaBow
--------------------------
Ronald LaBow
President
RM CAPITAL PARTNERS
By: WPN Corporation, its
General Partner
By: /s/ Ronald LaBow
---------------------------
Ronald LaBow
President
WPN CORP.
By: /s/ Ronald LaBow
--------------------------
Ronald LaBow
President
Dated: May 17, 1996
<PAGE>
EXHIBIT INDEX
DOCUMENT PAGE NUMBER
1. Plan and Agreement of Merger, dated as of 11
July 26, 1994, among Wheeling-Pittsburgh
Corporation, WHX Corporation and WP Merger, Co.
2. Joint Filing Agreement pursuant to Rule 19
13d-1(f)(1).
EXHIBIT 1
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER, dated as of July 26, 1994, among
WHEELING-PITTSBURGH CORPORATION, a Delaware corporation ("WPC"), WHX
CORPORATION, a Delaware corporation ("Holdings") and a wholly-owned subsidiary
of WPC, and WP MERGER, CO., a Delaware corporation ("Newco") and a wholly-owned
subsidiary of Holdings.
W I T N E S S E T H:
WHEREAS, the parties hereto desire that Newco merge with and into WPC
upon the terms and subject to the conditions herein set forth and in accordance
with the laws of the State of Delaware:
NOW, THEREFORE, the parties agree as follows:
1. MERGER
1.1. MERGER OF NEWCO INTO WPC. At the Effective Time (as defined
below), Newco shall be merged with and into WPC (the "Merger"), in accordance
with Section 251 of the General Corporation Law of the State of Delaware (the
"Delaware General Corporation Law"), and the separate existence of Newco shall
thereupon cease and WPC shall be the surviving corporation. The corporate
existence of WPC, with all its rights, privileges, powers and franchises and
subject to all its debts, liabilities and duties (except to the extent otherwise
provided herein), shall continue unaffected and unimpaired by the Merger, and
WPC shall thereupon, without further action, succeed to and be vested with all
rights, privileges, powers and franchises and all property (real, personal and
mixed) of Newco and shall be subject to all debts, liabilities and duties of
Newco, all in accordance with the Delaware General Corporation Law.
1.2. EFFECTIVE TIME. The Merger shall become effective and be
consummated at 5:30 p.m. Eastern Daylight Saving Time on July 26, 1994 or such
other date as may be approved by the WPC Board of Directors, unless terminated
pursuant to 7.1 below (the "Effective Time").
2. CERTIFICATE OF INCORPORATION, BY-LAWS, BOARD OF DIRECTORS AND
EXECUTIVE OFFICERS OF THE SURVIVING CORPORATION.
2.1. CERTIFICATE OF INCORPORATION. At the Effective Time, the
Certificate of Incorporation of WPC, as amended and in effect immediately prior
to the Effective Time, shall be the Certificate of Incorporation of the
surviving corporation and shall continue in full force and effect until further
amended as provided therein or by law.
<PAGE>
2.2. BY-LAWS. The By-Laws of WPC, as amended and in effect immediately
prior to the Effective Time, shall continue in full force and effect as the
By-Laws of the surviving corporation until amended or repealed as provided
therein or by law.
2.3. DIRECTORS. At the Effective Time, each director of WPC immediately
prior thereto shall cease to hold such office, and each director of Newco
immediately prior thereto shall thereupon become a director of the surviving
corporation and shall thereafter hold such office for the remainder of his term
of office and until his successor has been elected and qualified, or as
otherwise provided in the Certificate of Incorporation or the By-Laws of the
surviving corporation or by law.
2.4. OFFICERS. At the Effective Time, each officer of WPC immediately
prior thereto shall cease to hold such office, and each officer of Newco
immediately prior thereto shall thereupon become an officer of the surviving
corporation and shall thereafter hold such office for the remainder of his term
of office and until his successor has been elected or appointed and qualified,
or as otherwise provided in the Certificate of Incorporation or the ByLaws of
the surviving corporation or by law.
3. STOCK, WARRANTS AND OPTIONS OF NEWCO, HOLDINGS AND WPC.
3.1. CONVERSION OF STOCK AND WARRANTS AND
ASSUMPTION OF CERTAIN OBLIGATIONS. AT THE
EFFECTIVE TIME:
(a) Common Stock of Newco. Each share of Common Stock, par value
$.01 per share, of Newco issued and outstanding immediately prior to
the Effective Time shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into one share
of Common Stock, par value $.01 per share, of the surviving
corporation.
(b) Common Stock of WPC. Each share of Common Stock, par value
$.01 per share ("WPC Common Stock") of WPC, issued and outstanding or
held in its treasury immediately prior to the Effective Time shall, by
virtue of the Merger and without any action on the part of the holder
thereof, be converted into one share of Common Stock, par value $.01
per share ("Holdings Common Stock") of Holdings, and each certificate
representing shares of WPC Common Stock immediately prior to the
Effective Time shall be deemed (subject to Section 3.2 hereof) to
represent the same number of shares of Holdings Common Stock.
(c) Series A Convertible Preferred Stock of WPC. Each issued and
outstanding share of WPC Series A Convertible Preferred Stock, par
value $.10 per share (the "WPC Series A Preferred Stock"), convertible
at the option of the holder into WPC Common Stock at a conversion price
of $15.78 per
<PAGE>
share, shall, by virtue of the Merger and without any action on the
part of the holder thereof, be converted into one share of Holdings
Series A Convertible Preferred Stock, par value $.10 per share (the
"Holdings Series A Preferred Stock"), and each certificate representing
shares of WPC Series A Preferred Stock immediately prior to the
Effective Time shall be deemed (subject to Section 3.2 hereof) to
represent the same number of shares of Holdings Series A Preferred
Stock. All rights of Holdings Series A Preferred Stock with respect to,
among other things, dividends, amounts payable upon liquidation,
dissolution or winding-up and conversion prices shall be on the same
terms as the WPC Series A Preferred Stock immediately prior to the
Effective Time.
(d) Warrants of WPC. Each warrant to purchase WPC Common Stock at
an exercise price of $6.3583 per share (the "WPC Warrants") outstanding
immediately prior to the Effective Time shall, by virtue of the Merger
and without any action on the part of the holder thereof, be converted
into one warrant to purchase Holdings Common Stock at an exercise price
of $6.3583 per share (the "Holdings Warrant"), and each certificate
representing WPC Warrants immediately prior to the Effective Time shall
be deemed (subject to Section 3.2 hereof) to represent an equal number
of Holdings Warrants. The Holdings Warrants shall be exercisable into
shares of Holdings Common Stock at the same exercise price and on the
same terms as the WPC Warrants were exercisable into shares of WPC
Common Stock immediately prior to the Effective Time.
(e) Stock Options of WPC. Holdings shall assume and continue all
the rights and obligations of WPC under the 1991 Incentive and
Nonqualified Stock Option Plan and the 1993 Directors and Non-Employee
Officers Stock Option Plan (collectively, the "Plans") and under the
option grants to WPN Corp., Stewart E. Tabin and Neale X. Trangucci to
purchase an aggregate of 1,000,000 shares of WPC Common Stock (the
"Non- Plan Options"). The outstanding options assumed by Holdings shall
be exercisable upon the same terms and conditions as under the Plans
and the Non-Plan Options and the option agreements relating thereto
immediately prior to the Effective Time, except that, upon the exercise
of each such option, shares of Holdings Common Stock shall be issuable
in lieu of each share of WPC Common Stock issuable upon the exercise
thereof immediately prior to the Effective Time.
3.2. ISSUANCE OF NEW CERTIFICATES. Each holder of a certificate
representing shares of WPC Common Stock, WPC Series A Preferred Stock or WPC
Warrants immediately prior to the Effective Time may thereafter surrender such
certificate and shall be entitled, upon such surrender, to receive in exchange
therefor a certificate representing the same number of shares of Holdings Common
Stock, Holdings Series A Preferred Stock or Holdings Warrants into which such
shares of WPC Common Stock, WPC Series A
<PAGE>
Preferred Stock or WPC Warrants shall have been converted in accordance with
Section 3.1 hereof. Until so surrendered, such certificate shall be deemed to
evidence the ownership of such shares of Holdings Common Stock, Holdings Series
A Preferred Stock or Holdings Warrants and the holder of such certificate shall
have and be entitled to exercise any voting and other rights with respect to and
to receive any dividend and other distributions upon the shares of Holdings
Common Stock, Holdings Preferred Stock or Holdings Warrants evidenced by such
outstanding certificate. If any such certificate for Holdings Common Stock,
Holdings Preferred Stock or Holdings Warrants are to be issued in a name other
than that in which the surrendered certificate is registered, it shall be a
condition of such exchange that the certificate so surrendered shall be properly
endorsed or otherwise in proper form for transfer and that the person requesting
such exchange shall have paid any transfer and other taxes required by reason of
such issuance of certificates of Holdings Common Stock, Holdings Preferred Stock
or Holdings Warrants in a name other than that of the registered holder of the
certificate surrendered, or shall have established to the satisfaction of
Holdings and its transfer agent that such tax has been paid or is not
applicable.
3.3. WPC STOCK TRANSFER BOOKS. At the Effective Time, the stock
transfer books for the shares of WPC Common Stock and WPC Series A Preferred
Stock which will be converted to Holdings Common Stock and Holdings Series A
Preferred Stock pursuant to Section 3.1 shall be deemed closed, and no transfer
of such shares shall thereafter be made or consummated.
3.4. OTHER AGREEMENTS. At the Effective Time, Holdings shall assume any
obligation of WPC to deliver or make available shares of WPC Common Stock under
any agreement or employee benefit plan not referred to in this Section 3 to
which WPC or any of its subsidiaries is a party. Any reference to WPC Common
Stock under any such agreement shall be deemed to be a reference to Holdings
Common Stock and one share of Holdings Common Stock shall be issuable in lieu of
each share of WPC Common Stock required to be issued by any such agreement,
subject to subsequent adjustment as provided in any such agreement.
4. Transfer of WPC Assets, WPC Debt and Other Obligations.
4.1. WPC PUBLIC DEBT. At the Effective Time, Holdings shall guarantee
the payment obligations in respect of WPC's outstanding publicly-held debt:
WPC's 9-3/8 Senior Notes Due 2003 and WPC's 12- 1/4% First Mortgage Notes Due
2000 (collectively, the "Public Debt"). At the Effective Time, WPC and Holdings
will execute and deliver such supplemental indentures as the officers of WPC and
Holdings deem appropriate to evidence such guarantee of the Public Debt.
4.2. OTHER DEBT. Wheeling-Pittsburgh Steel Corporation ("WPSC"), a
wholly-owned subsidiary of WPC, is the borrower under
<PAGE>
a $140 million Revolving Credit Facility (amended to $50 million). WPC has
guaranteed all of the obligations under the Revolving Credit Facility. At the
Effective Time, Holdings shall also assume or guarantee WPSC's obligations under
the Revolving Credit Facility. Holdings will also guarantee or assume all of
WPC's privately-held debt, including, without limitation, the obligations to the
Internal Revenue Service (the "IRS Note") and the Pension Benefit Guaranty
Corporation (the "PBGC Note").
4.3. CONTRACTED OBLIGATIONS. Immediately prior to the Effective Time,
Holdings shall also assume responsibility for certain other obligations of WPC
as set forth in the Contribution and Assumption Agreement attached as Exhibit A.
4.4. WPC ASSETS. Immediately prior to the Effective Time, certain
assets of WPC, as set forth in Schedule I, shall be transferred as a capital
contribution to Holdings, pursuant to the terms of the Contribution and
Assumption Agreement attached as Exhibit A.
5. CONDITIONS. The obligation of WPC, Holdings and Newco to consummate
the Merger is subject to the fulfillment of the following conditions:
5.1. STOCKHOLDER APPROVAL. This Agreement and the Merger shall have
been adopted by two-thirds of the issued and outstanding shares of WPC Common
Stock and, with respect to Newco, a majority of the issued and outstanding
shares of Common Stock.
5.2. TAX OPINION. WPC shall have received an opinion from tax counsel,
satisfactory in form and substance to WPC, to the effect that the Merger
constitutes a reorganization within the meaning of Section 368 of the Code, and
neither gain nor loss will be recognized by WPC, Holdings, Newco or stockholders
of WPC by reason of the consummation of such Merger; and as to such further
matters relating to the tax consequences of the transactions contemplated herein
as the Board of Directors of WPC may deem advisable.
5.3. CERTIFICATE OF INCORPORATION OF HOLDINGS; CERTIFICATE OF
DESIGNATION. At the Effective Time, the Certificate of Incorporation of Holdings
and the Certificate of Designation of the Holdings Series A Preferred Stock
shall be substantially in the form set forth in Attachment I and Attachment II,
respectively, hereto.
5.4. LISTING. The Holdings Common Stock, Holdings Series A Preferred
Stock and Holdings Warrants to be issued and initially reserved for issuance
pursuant to the transactions contemplated herein shall have been approved for
listing, upon official notice of issuance, by the New York Stock Exchange.
5.5. OPINION OF COUNSEL. WPC shall have received an opinion of its
counsel to the effect that:
<PAGE>
(a) WPC, Holdings and Newco each are corporations duly
incorporated, validly existing and in good standing under the laws of
the State of Delaware;
(b) this Agreement is a valid and binding agreement of WPC,
Holdings and Newco in accordance with its terms;
(c) the execution and delivery of this Agreement does not, and
the consummation of the Merger and any other transaction herein
provided for will not, violate any provision of the Certificate of
Incorporation or By-Laws of WPC, Holdings or Newco, nor violate any
provision of any material agreement, instrument, order, arbitration
award, judgment or decree, of which such counsel has knowledge, to
which WPC, Holdings or Newco is a party or by which it is bound, or
result in the acceleration of, or give rise to any right to accelerate,
any material indebtedness of WPC, Holdings or Newco of which such
counsel has knowledge; and
(d) the shares of Holdings Common Stock and Holdings Series A
Preferred Stock required to be issued and delivered pursuant to this
Agreement will, when issued, be validly issued, fully paid and
nonassessable.
5.6. FCC APPROVAL. The consent of the Federal Communications Commission
to the transfer by WPC of the capital stock of Wheeling- Pittsburgh Radio
Corporation to Holdings and certain other related matters shall have been
obtained.
6. FURTHER ASSURANCES. Each party hereto agrees that from time to time
on and after the Effective Time, it will execute and deliver or cause to be
executed and delivered all such further assignments, assurances or other
instruments, and shall take or cause to be taken all such further actions as may
be necessary or desirable to consummate the Merger and the other transactions
contemplated by this Agreement.
7. AMENDMENT; TERMINATION.
7.1. AMENDMENT. At any time prior to the Effective Time, the parties
hereto may by written agreement amend, modify or supplement any provision of
this Agreement; provided however, an amendment made subsequent to the adoption
of this Agreement by the stockholders of WPC and Newco shall not without the
approval of the holders of the requisite number of shares of voting stock of WPC
or Newco, as the case may be, (a) alter or change the amount or kind of shares,
securities, cash, property or rights to be received for or on conversion of all
or any of the shares of any class of capital stock of WPC or Newco, (b) alter or
change any term of the Certificate of Incorporation of WPC or (c) alter or
change any of the terms and conditions of this Agreement if such alteration or
change would adversely affect the holders of any class of capital stock of WPC
or Newco.
<PAGE>
7.2. TERMINATION. This Agreement may be terminated and the Merger
abandoned by the Board of Directors of WPC at any time prior to the Effective
Time, whether before or after approval of this Agreement by the Stockholders of
WPC and Newco.
8. GOVERNING LAW. This Agreement shall be construed under and in
accordance with the laws of the State of Delaware.
9. HEADINGS. The headings set forth herein are for convenience only and
shall not be used in interpreting the text of the section in which they appear.
10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto.
11. COUNTERPARTS. For the convenience of the parties hereto, this
Agreement may be executed in separate counterparts, each of which, when so
executed, shall be deemed to be an original, and all such counterparts when
taken together shall constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, each of WPC, Holdings and Newco, pursuant to the
approval and authority duly given by resolutions adopted by its respective Board
of Directors, has caused this Agreement to be executed by a duly authorized
officer thereof, and has further caused its respective corporate seal to be
hereunto affixed, as of the date first above written.
WHEELING-PITTSBURGH CORPORATION
By:/s/ Howard Mileaf
-----------------------------
Howard Mileaf
WHX CORPORATION
By:/s/ Howard Mileaf
-----------------------------
Howard Mileaf
WP MERGER, CO.
By:/s/ Howard Mileaf
----------------------------
Howard Mileaf
EXHIBIT 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) of Regulation 13D-G of the Securities
Act of 1934, the entities below agree to the joint filing on behalf of each of
them of this Statement on Schedule 13D (including any and all amendments
thereto) with respect to the Common Stock of WHX Corporation, and further agree
that this Filing Agreement is included as an Exhibit to such joint filing. In
evidence thereof the undersigned, being duly authorized, hereby execute this
Agreement this day of July, 1994.
DR CAPITAL PARTNERS
By: WPN Corporation, its
Managing General Partner
By: /s/ Ronald LaBow
----------------------------------
Ronald LaBow
President
RM CAPITAL PARTNERS
By: WPN Corporation, its
General Partner
By: /s/ Ronald LaBow
---------------------------------
Ronald LaBow
President
RM CAPITAL SUB CORPORATION
By: /s/ Ronald LaBow
---------------------------------
Ronald LaBow
President
WPN CORP.
By: /s/ Ronald LaBow
---------------------------------
Ronald LaBow
President
