<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
WHX Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
WHX CORPORATION
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
---------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AUGUST 12, 1996
---------------------------
TO THE STOCKHOLDERS OF
WHX CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of WHX
CORPORATION (the "Company") will be held at the Dupont Hotel, 11th & Market
Streets, Wilmington, Delaware 19801, on August 12, 1996 at 11:00 A.M. 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; and
4. 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 Annual Meeting.
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.
By Order of the Board of Directors,
MARVIN L. OLSHAN
Secretary
Dated: New York, New York
July 3, 1996
<PAGE> 3
WHX CORPORATION
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
---------------------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 12, 1996
---------------------------
PROXY STATEMENT
This Proxy Statement is being mailed to the stockholders of WHX Corporation
(the "Company") on or about July 3, 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 August 12, 1996 at 11:00 A.M. The Meeting has been called for the following
purposes: (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 Meeting.
PROXIES AND VOTING RIGHTS
The voting securities of the Company outstanding on July 1, 1996 consisted
of 26,764,910 shares of common stock, par value $.01 (the "Common Stock"),
entitling the holders thereof to one vote per share. Stockholders of record at
the close of business on July 1, 1996 (the "Record Date") are entitled to notice
of and to vote at the Meeting. Each of such shares is entitled to one vote.
There was no other class of voting securities of the Company outstanding on that
date. All shares of Common Stock have equal voting rights. A majority of the
outstanding shares of Common Stock is required to be present in person or by
proxy to constitute a quorum.
All proxies delivered pursuant to this solicitation 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.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect. Abstentions may be specified on all proposals (except on
the election of directors) and will be counted as present for purposes of the
item on which the abstention is noted. Since the approval of the classification
of the Board of Directors requires the approval of a majority of the outstanding
shares present in person or by proxy and entitled to vote, abstentions will have
the effect of a negative vote. Under the rules of the New York Stock Exchange,
Inc., brokers who hold shares in street name for customers have the authority to
vote on certain items when they have not received instructions from beneficial
owners. Brokers that do not receive instructions are entitled to vote on the
election of directors and the ratification of the auditors. Under applicable
Delaware law, a broker non-vote will have the effect of a negative vote on the
approval of the classification of the Board of Directors and certain other
related matters.
<PAGE> 4
SECURITY OWNERSHIP
The following table sets forth information concerning ownership of the
Common Stock of the Company outstanding as at June 21, 1996, by (i) each person
known by the Company to be the beneficial owner of more than five percent of the
Common Stock, (ii) each director and nominee for election as a director, (iii)
each of the executive officers named in the summary compensation table and (iv)
by all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED OF CLASS(2)
- -------------------------------------------------------------------- ------------ -----------
<S> <C> <C>
FMR Corp.(3)........................................................ 1,682,200 6.3%
82 Devonshire Street
Boston, Massachusetts 02109
Dewey Square Investors Corporation(4)............................... 2,434,810 9.1%
82 Devonshire Street
Boston, Massachusetts 02109
Vanguard/Windsor Fund(5)............................................ 1,601,200 6.0%
75 State Street
Boston, Massachusetts 02109
Ronald LaBow(6)..................................................... 704,150(7) 2.6%
Neil D. Arnold...................................................... 13,333(8) *
Paul W. Bucha....................................................... 13,333(8) *
Robert A. Davidow................................................... 113,402(9) *
William Goldsmith................................................... 29,333(8) *
Lynn Williams....................................................... 0 *
Marvin L. Olshan.................................................... 30,333(9) *
Raymond S. Troubh................................................... 23,333(10) *
James L. Wareham.................................................... 101,254(8) *
Frederick G. Chbosky................................................ 24,781(11) *
James D. Hesse...................................................... 18,753(8) *
DeWayne W. Tuthill.................................................. 23,753(8) *
Garen Smith......................................................... 300 *
All Directors and Executive Officers as a Group (15 persons)........ 1,117,725(12) 4.0%
</TABLE>
- ---------------
* less than one percent.
(1) Each director and executive officer has sole voting power and sole
dispositive power with respect to all shares beneficially owned by him
unless otherwise indicated.
(2) Based upon shares of Common Stock outstanding at June 21, 1996 of
26,764,910 shares.
(3) Based on Form 13G/A filed with the Securities and Exchange Commission (the
"Commission") on February 14, 1996.
(4) Based on Form 13G filed with the Commission on February 13, 1996.
(5) Based on Form 13G filed with the Commission on February 2, 1996.
(6) Ronald LaBow, Chairman of the Board of the Company, is the sole stockholder
of WPN. Consequently, Mr. LaBow may be deemed to be the beneficial owner of
all shares of Common Stock beneficially owned by WPN.
(7) Includes 582,500 shares of Common Stock issuable upon exercise of options,
within 60 days hereof, owned by WPN, of which Mr. LaBow is the president
and sole shareholder.
2
<PAGE> 5
(8) Consists of shares of Common Stock issuable upon exercise of options within
60 days hereof.
(9) Includes 29,333 shares of Common Stock issuable upon exercise of options
within 60 days hereof.
(10) Includes 21,333 shares of Common Stock issuable upon exercise of options
within 60 days hereof.
(11) Includes 18,753 shares of Common Stock issuable upon exercise of options
within 60 days hereof.
(12) Includes 902,678 shares of Common Stock issuable upon exercise of options
within 60 days hereof.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The terms of the current directors expire at the Meeting and when their
successors are duly elected and shall have qualified. All nominees are currently
directors of the Company. Management has no reason to believe that any of the
nominees will be unable or unwilling to serve as a director, if elected. Should
any nominee not be a candidate at the time of the Meeting (a situation which is
not now anticipated), proxies may be voted in favor of the remaining nominees
and may also be voted for a substitute nominee selected by the Board of
Directors.
Included in this Proxy Statement is Proposal No. 2 -- Classification of the
Board of Directors and Certain Other Related Matters, which if approved, would
classify the Board of Directors into three classes. Pursuant thereto, nominees
in Class I are nominated for a one year term, to serve as directors until the
1997 annual meeting of stockholders of the Company and until their successors
shall be duly elected and qualified, nominees in Class II are nominated for a
two year term, to serve as directors until the 1998 annual meeting of
stockholders of the Company and until their successors shall be duly elected and
qualified and nominees in Class III are nominated for a three year term, to
serve as directors until the 1999 annual meeting of stockholders of the Company
and until their successors shall be duly elected and qualified. At each annual
meeting of stockholders following this initial classification and election, the
successors to the class of directors whose terms expire at that meeting would be
elected for a term of office to expire at the third succeeding annual meeting of
stockholders after their election and until their successors have been duly
elected and qualified. Please see "Proposal No. 2 -- Classification of the Board
of Directors and Certain Other Related Matters." In the event that Proposal No.
2 is not approved, all nominees will be deemed nominated for a one year term
pursuant to Proposal No. 1 until the next annual meeting of stockholders of the
Company and until their successors shall be duly elected and shall have
qualified.
Unless authority is specifically withheld, proxies will be voted for the
election of the nominees named below, to serve as directors of the Company as
described above. Directors shall be elected by a plurality of the votes cast, in
person or by proxy, at the Meeting.
The names of the nominees and certain information concerning them are set
forth below:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
FOR THE PAST FIVE YEARS FIRST YEAR
CLASS OF AND CURRENT PUBLIC BECAME
NAME DIRECTOR DIRECTORSHIPS AGE A DIRECTOR(1)
- ------------------------------ ----------- -------------------------- ----- -------------
<S> <C> <C> <C> <C>
Neil D. Arnold................ III DIRECTOR. Executive Vice 47 1992
President, Corporate
Development since April
1996 and Chief Financial
Officer since July 1990 of
Varity Corporation, a
manufacturer of automotive
components and diesel
engines. Senior Vice
President of Varity
Corporation from July 1990
to March 1996.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
FOR THE PAST FIVE YEARS FIRST YEAR
CLASS OF AND CURRENT PUBLIC BECAME
NAME DIRECTOR DIRECTORSHIPS AGE A DIRECTOR(1)
- ------------------------------ ----------- -------------------------- ----- -------------
<S> <C> <C> <C> <C>
Paul W. Bucha................. II DIRECTOR. President, Paul 52 1993
W. Bucha & Company, Inc.,
an international marketing
consulting firm, since
1979; President, BLHJ,
Inc., an international
consulting firm, from July
1991 to present;
President, The Spoerry
Group, the general partner
of a real estate
partnership, from 1986 to
January 1992; President,
Congressional Medal of
Honor Society of U.S.,
since September 1995.
Robert A. Davidow............. III DIRECTOR. Private investor 53 1992
since January 1990. Mr.
Davidow is also a director
of Arden Group, Inc.
William Goldsmith............. I DIRECTOR. Management and 77 1987
Marketing Consultant since
1984; Chairman of the
Board of TMP, Inc. from
January 1991 to 1993;
Chairman and Chief
Executive Officer of
Overspin Golf, since
January 1994; Chairman of
the Board and Chief
Executive Officer of Fiber
Fuel International, Inc.,
since 1994; Life Trustee
to Carnegie Mellon
University since 1980.
Ronald LaBow.................. III CHAIRMAN OF THE BOARD. 61 1991
President, Stonehill
Investment Corp. since
February 1990. Mr. LaBow
is also a director of
Regency Equities Corp., a
real estate company, and
Teledyne, Inc.
Marvin L. Olshan.............. II DIRECTOR AND, SINCE 1991, 68 1991
SECRETARY OF THE COMPANY.
Partner, Olshan Grundman
Frome & Rosenzweig LLP,
since 1956.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
FOR THE PAST FIVE YEARS FIRST YEAR
CLASS OF AND CURRENT PUBLIC BECAME
NAME DIRECTOR DIRECTORSHIPS AGE A DIRECTOR(1)
- ------------------------------ ----------- -------------------------- ----- -------------
<S> <C> <C> <C> <C>
Raymond S. Troubh............. II DIRECTOR. Financial 70 1992
Consultant for in excess
of past five years. Mr.
Troubh is also a director
of ADT Limited, a provider
of electronic security
alarm protection, America
West Airlines, Inc.,
Applied Power Inc., a
manufacturer and
distributor of hydraulic
power equipment, ARIAD
Pharmaceuticals, Inc.,
Becton, Dickinson and
Company, a medical
instrumentation and
equipment company, Diamond
Offshore Drilling, Inc.,
Foundation Health
Corporation, General
American Investors
Company, Olsten
Corporation, a temporary
help company, Petrie
Stores Corporation, a
retail chain, Sunbean
Corporation, a
manufacturer of consumer
appliances, Time Warner
Inc. and Triarc Companies,
Inc., restaurants and soft
drinks.
James L. Wareham.............. I DIRECTOR AND, SINCE 1992, 56 1989
PRESIDENT OF THE COMPANY.
Chairman of the Board and
Chief Executive Officer of
Wheeling-Pittsburgh Steel
Corporation ("WPSC") since
September 1992, and
Director, President and
Chief Operating Officer of
WPSC since May 1989. Mr.
Wareham is also a director
of ViroGroup, Inc. and
Wesbanco Corporation.
Lynn Williams................. I DIRECTOR. Retired since 71 1995
March 1994. President of
United Steelworkers of
America from November 1983
to March 1994.
</TABLE>
- ---------------
(1) The Company and its subsidiaries were reorganized into a new holding company
structure ("Corporate Reorganization") on July 26, 1994. Prior to the
Corporate Reorganization, all directors of the Company who were directors
at the time of the Corporate Reorganization were directors of
Wheeling-Pittsburgh Corporation ("WPC").
5
<PAGE> 8
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES.
MEETINGS AND COMMITTEES
The Board of Directors met or took action by unanimous written consent on
twelve occasions during the fiscal year ended December 31, 1995. There are five
Committees of the Board of Directors: the Executive Committee, the Audit
Committee, the Compensation Committee, the Nominating Committee and the Stock
Option Committee (for the 1991 Plan). The members of the Executive Committee are
Ronald LaBow, Robert A. Davidow, Marvin L. Olshan, Raymond S. Troubh and Neil D.
Arnold. The Executive Committee took action by unanimous written consent on four
occasions during the fiscal year ended December 31, 1995. The Executive
Committee possesses and exercises all the power and authority of the Board of
Directors in the management and direction of the business and affairs of the
Company except as limited by law and except for the power to change the
membership or to fill vacancies on the Board of Directors or the Executive
Committee. The members of the Audit Committee are Robert A. Davidow, Raymond S.
Troubh, Neil D. Arnold and Paul W. Bucha. The Audit Committee met on six
occasions during the fiscal year ended December 31, 1995. The Audit Committee
annually recommends to the Board of Directors independent public accountants to
serve as auditors of the Company's books, records and accounts, reviews the
scope of the audits performed by such auditors and the audit reports prepared by
them, reviews and monitors the Company's internal accounting procedures and
monitors compliance with the Company's Code of Ethics Policy and Conflict of
Interests Policy. The members of the Compensation Committee are Robert A.
Davidow, William Goldsmith and Marvin L. Olshan. The Compensation Committee met
on five occasions during the fiscal year ended December 31, 1995. The
Compensation Committee reviews compensation arrangements and personnel matters.
The members of the Nominating Committee are Ronald LaBow, Paul Bucha, Marvin L.
Olshan and Robert A. Davidow. The Nominating Committee took action by written
consent on two occasions during the fiscal year ended December 31, 1995. The
Nominating Committee recommends nominees to the Board of Directors of the
Company. The members of the Stock Option Committee are Ronald LaBow, Robert A.
Davidow and Marvin L. Olshan. The Stock Option Committee administers the
granting of stock options under the 1991 Plan. The Stock Option Committee did
not meet or take action by unanimous written consent during the fiscal year
ended December 31, 1995.
Directors of the Company who are not officers of the Company or WPSC are
entitled to receive compensation for serving as directors in the amount of
$40,000 per annum and $1,000 per Board Meeting, $800 per Committee Meeting
attended in person and $500 per telephonic meeting other than the Stock Option
Committee, and $1,000 per day of consultation and other services provided other
than at meetings of the Board or Committees thereof, at the request of the
Chairman of the Board. Committee Chairmen also receive an additional annual fee
of $1,800. Directors also receive options to purchase 8,000 shares of Common
Stock per annum on the date of each annual meeting of Stockholders up to a
maximum of 40,000 shares of Common Stock pursuant to the Company's 1993
Directors and Non-Employee Officers Stock Option Plan.
Pursuant to a management agreement effective as of January 3, 1991, as
amended (the "Management Agreement"), approved by a majority of the
disinterested directors of the Company, WPN Corp. ("WPN"), of which Ronald
LaBow, the Chairman of the Board of the Company is the sole stockholder and an
officer and director, provides financial, management, advisory and consulting
services to the Company, subject to the supervision and control of the
disinterested directors. In 1995, WPN received a monthly fee of $458,333.33,
with total payments in 1995 of $5,500,000. The Company believes that the cost of
obtaining the type and quality of services rendered by WPN under the Management
Agreement is no less favorable than that at which the Company could obtain such
services from unaffiliated entities. The terms of such Management Agreement are
reviewed annually. See "Executive Officers -- Management Agreement with WPN."
6
<PAGE> 9
MANAGEMENT
EXECUTIVE OFFICERS OF THE COMPANY
The following table contains the names, positions and ages of the executive
officers of the Company who are not nominees for director.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR THE PAST
NAME FIVE YEARS AND CURRENT PUBLIC DIRECTORSHIPS(1) AGE
- ------------------------------ ---------------------------------------------------- -----
<S> <C> <C>
Frederick G. Chbosky.......... CHIEF FINANCIAL OFFICER. Chief Financial Officer of 51
the Company since June 1991; Executive Vice
President -- Finance of WPSC since December 1992;
Vice President -- Finance and Chief Financial
Officer of WPSC since September 1985 and Director of
WPSC since January 1991; Vice President --
Purchasing Traffic and Raw Materials with WPSC from
1983 to 1985; Comptroller of WPSC from 1980 to 1983;
Various financial positions with WPSC, 1975 to 1980;
Director, Wheeling-Nisshin, Inc.
James G. Bradley.............. VICE PRESIDENT. Vice President of the Company since 51
October 1995; Executive Vice President-Operations of
WPSC since October 1995; Vice President-Operations
of International Mill Service from 1992 to October
1995; Vice President-Operations/Plant Manager of
USS/Kobe Steel Company from 1990 to 1992.
James D. Hesse................ VICE PRESIDENT. Vice President of the Company since 57
January 1994; Executive Vice President -- Commercial
and Chief Operating Officer of WPSC since February
1994; Vice President -- Commercial of WPSC since
July 1991; Vice President -- Corporate Planning and
Marketing of WPSC, from August 1986 to July 1991;
General Manager of Sales -- Products, from June 1980
to August 1986; Tin Mill Products Manager, from
September 1976 to June 1980; Various line and staff
sales positions with WPSC, from 1962 to 1976.
Garen Smith................... VICE PRESIDENT. Vice President of the Company since 53
October 1995; President and Chief Executive Officer
of Unimast Incorporated ("Unimast") since April 1991
(Unimast was acquired by the Company in March 1995).
DeWayne Tuthill............... VICE PRESIDENT. Vice President of the Company since 59
December 1993; Group Executive Vice President --
Purchasing and Traffic since October 1995; Executive
Vice President -- Manufacturing from February 1994
to October 1995; Vice President -- Purchasing,
Traffic and Raw Materials of WPSC since February
1989.
Howard Mileaf................. VICE PRESIDENT -- SPECIAL COUNSEL. Vice President -- 59
Special Counsel to the Company since April 1993;
Special Counsel to the Company, from February 1992
to April 1993; Consultant, from August 1991 to April
1993; Vice President and General Counsel, Keene
Corporation, from August 1981 to August 1991;
Trustee/Director of Neuberger & Berman Equity Mutual
Funds, since 1984.
</TABLE>
- ---------------
(1) Prior to the Corporate Reorganization, all Executive Officers of the Company
who were Executive Officers at the time of the Corporate Reorganization
were Executive Officers of WPC.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth, for the fiscal
years indicated, all compensation awarded to, earned by or paid to (i) the chief
executive officer ("CEO") of the Company (Mr. James L. Wareham, the President of
the Company) and (ii) the four most highly compensated
7
<PAGE> 10
executive officers of the Company other than the CEO whose salary and bonus
exceeded $100,000 with respect to the fiscal year ended December 31, 1995 and
who were employed by the Company on December 31, 1995 (together with the CEO,
the "Named Executive Officers").
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION ---------------------------
------------------------------------ SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
POSITION YEAR ($) ($)(1) ($)(2) (#) ($)(3)
- -------------------------- ---- ------- ------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
James L. Wareham,......... 1995 400,000 90,000 -- -- 46,825(4)
President 1994 400,000 140,000 -- 80,000 44,877(4)
1993 366,667 125,000 -- 22,921 37,644(4)
Frederick G. Chbosky,..... 1995 140,000 22,384 -- -- 10,020
Chief Financial Officer 1994 140,000 37,622 -- -- 7,560
1993 140,000 26,334 -- 13,753 6,384
James D. Hesse,........... 1995 150,000 23,528 -- -- 19,415
Vice President 1994 147,250 43,476 -- -- 17,737
1993 117,000 19,917 -- 13,753 12,845
DeWayne W. Tuthill,....... 1995 135,000 21,408 -- -- 8,786
Vice President 1994 133,808 40,768 -- -- 7,770
1993 120,700 19,866 -- 13,753 6,681
Garen Smith,.............. 1995 150,000(5) 30,000 -- -- 3,000
Vice President 1994 -- -- -- -- --
1993 -- -- -- -- --
</TABLE>
- ---------------
(1) Includes bonuses paid in 1994, 1995 and 1996 for services rendered in the
prior year pursuant to the WPSC Management Incentive Program ("WPSC
Management Incentive Program") covering officers and salaried employees of
WPSC. Messrs. Wareham and Smith are not eligible to participate in the WPSC
Management Incentive Program. Mr. Wareham's employment agreement provides
for an annual bonus to be awarded in the sole discretion of the Company.
Mr. Wareham was granted a bonus in 1994, 1995 and 1996 for services
rendered in the prior year. Mr. Smith's employment agreement provides for
an annual bonus based upon the achievements of certain targets specified by
the Board of Directors of Unimast. Mr. Smith was granted a bonus in 1996
for services rendered in the prior year. All bonus amounts have been
attributed to the year in which the services were performed.
(2) Excludes perquisites and other personal benefits unless the aggregate amount
of such compensation exceeds the lesser of either $50,000 or 10% of the
total of annual salary and bonus reported for such named executive officer.
(3) Amounts shown, unless otherwise noted, reflect employer contributions to
WPSC Salaried Employees Pension Plan, except in the case of Mr. Smith which
amount reflects other employer pension contributions.
(4) Includes insurance premiums paid by the Company in 1995, 1994 and 1993 of
$40,000, $40,000 and $26,667, respectively.
(5) Employment with the Company commenced March 31, 1995.
No options were granted to any of the Named Executive Officers during 1995.
8
<PAGE> 11
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information concerning unexercised
stock options held by the Named Executive Officers as of December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
1995 FISCAL YEAR-END(#) 1995 FISCAL YEAR-END($)(1)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------------------------------- -------------------------- --------------------------
<S> <C> <C>
James L. Wareham.............................. 66,948/60,973 123,097/16,235
James D. Hesse................................ 14,169/4,584 37,608/9,742
Frederick G. Chbosky.......................... 14,169/4,584 37,608/9,742
DeWayne W. Tuthill............................ 19,169/4,584 55,733/9,742
Garen Smith................................... 0/0 0/0
</TABLE>
- ---------------
(1) On December 31, 1995, the last reported sales price of WHX Common Stock as
reported on the New York Stock Exchange Composite Tape was $10.875.
Long-Term Incentive and Pension Plans. The Company does not have any
long-term incentive or defined benefit pension plans.
Deferred Compensation Agreements. Certain key employees of the Company are
parties to deferred compensation agreements and/or severance agreements. The
deferred compensation agreements generally provide that if the employee remains
continuously in the employ of the Company until the fifth anniversary of the
approval of the Company's Plan of Reorganization (the "Plan") (which Plan was
approved on January 3, 1991), or if the employee's employment is terminated
within such period by reason of permanent disability, retirement at age 65 or
involuntary termination without good cause, the employee is entitled to receive,
over a fifteen-year period commencing at the later of age 65 or termination of
employment, an amount equal to twice his base salary for the most recent
twelve-month period of his employment prior to January 3, 1996. The annual
benefits payable to Messrs. Chbosky, Tuthill and Hesse upon retirement are
$18,667, $18,000 and $20,000, respectively. Certain other deferred compensation
payments are payable by WPSC in certain circumstances, such as a demotion in job
status without good cause, death or as a result of a change of control of the
Company. Each of Messrs. Chbosky, Tuthill and Hesse is a party to a deferred
compensation agreement such as is described above. Except as described in this
paragraph, and in the next paragraph with respect to the employment agreement of
Mr. Wareham, no plan or arrangement exists which results in compensation to a
Named Executive Officer in excess of $100,000 upon such officer's future
termination of employment or upon a change-of-control.
Employment Agreements. Mr. James L. Wareham is employed as President of
the Company and Chairman of the Board and Chief Executive Officer of WPSC under
a two-year agreement which expired April 29, 1995, but which was automatically
extended for a successive two-year period. The agreement provides for an annual
salary to Mr. Wareham of $400,000 and an annual bonus awarded in the sole
discretion of the Company. In April, 1996, Mr. Wareham was granted a cash bonus
of $90,000 for services rendered in 1995. The Company considered several factors
in determining whether to pay a bonus to Mr. Wareham including the performance
of Mr. Wareham and the resulting benefits to the Company and the overall
performance of the Company as measured by the guidelines discussed herein used
to determine the bonuses of other senior executives of the Company. In addition,
the employment agreement provides for Mr. Wareham to receive the cash surrender
value of life insurance contracts purchased by the Company upon termination of
his employment. The annual premium paid by the Company on the life insurance
contracts is $40,000. In the event Mr. Wareham's employment is terminated
without cause or Mr. Wareham voluntarily terminates his employment due to a
material change in the nature and scope of his authorities and duties after a
change in control of the Company occurs, he is entitled to receive a payment of
$800,000, and other specified benefits for a period of one year from the date of
termination. Specified benefits under Mr. Wareham's employment agreement may be
forfeited under certain circumstances.
9
<PAGE> 12
Mr. Garen Smith is a Vice President of the Company and is employed as
President and Chief Executive Officer of Unimast under a three-year employment
agreement dated as of April 8, 1994. The agreement provides for an annual salary
to Mr. Smith of $200,000 per year and an annual bonus of up to 37.5% of Mr.
Smith's annual base salary upon the achievement of certain performance targets
specified by the Board of Directors of Unimast. In April, 1996, Mr. Smith was
granted a cash bonus of $30,000 for services rendered in 1995. In the event that
Mr. Smith's employment is terminated without cause, he is entitled to receive
his annual salary and health insurance benefits for an eighteen month period
following his termination.
Compensation Committee Interlock and Insider Participation. Messrs.
Davidow, Goldsmith and Olshan each served as a member of the Compensation
Committee of the Board of Directors during the fiscal year ended December 31,
1995. Mr. Olshan is a member of Olshan Grundman Frome & Rosenzweig LLP, which
has been retained as outside general counsel to the Company since January 1991.
Fees received from the Company by such firm during the fiscal year ended
December 31, 1995 of $919,990 did not exceed 5% of the Company's revenues.
Management Agreement With WPN. Pursuant to the Management Agreement,
approved by a majority of the disinterested directors of the Company, WPN
provides financial, management, advisory and consulting services to the Company,
subject to the supervision and control of the disinterested directors. Such
services include, among others, identification, evaluation and negotiation of
acquisitions, responsibility for financing matters, review of annual and
quarterly budgets, supervision and administration, as appropriate, of all of the
Company's accounting and financial functions and review and supervision of the
Company's reporting obligations under Federal and state securities laws. In
1995, WPN received a monthly fee of $458,333.33, with total payments in 1995 of
$5,500,000. The Company provides indemnification for WPN's employees, officers
and directors against any liability, obligation or loss resulting from their
actions pursuant to the Management Agreement. The Management Agreement extends
through March 31, 1998, and thereafter is renewable automatically for successive
two year periods, unless terminated by either party upon 60 days' notice. Mr.
LaBow is the sole stockholder and an officer and director of WPN. WPN has not
derived any other income and has not received reimbursement of any of its
expenses (other than health benefits and standard directors' fees) from the
Company in connection with the performance of services described above. The
Company believes that the cost of obtaining the type and quality of services
rendered by WPN under the Management Agreement is no less favorable than the
cost at which the Company could obtain such services from unaffiliated entities.
1995 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General
The Compensation Committee determines the cash and other incentive
compensation, if any, to be paid to the Company's executive officers and key
employees. The Compensation Committee is also responsible for the administration
and award of stock options under the 1991 Plan. Messrs. Davidow, Goldsmith and
Olshan, non-employee directors of the Company, serve as members of the
Compensation Committee and are "disinterested directors" (within the meaning of
Rule 16b-3 under the Exchange Act). Mr. Davidow serves as Chairman of the
Committee. During Fiscal 1995, there were five meetings of the Compensation
Committee, with all committee members attending all meetings.
Compensation Philosophy
The Compensation Committee's executive compensation philosophy is to base
management's pay, in part, on achievement of the Company's annual and long-term
performance goals, to provide competitive levels of compensation, to recognize
individual initiative, achievement and length of service to the Company, and to
assist the Company in attracting and retaining qualified management. The
Compensation Committee also believes that the potential for equity ownership by
management is beneficial in aligning management's and stockholders' interests in
the enhancement of stockholder value. The Company has not established a policy
with regard to Section 162(m) of the Internal Revenue Code of 1986, as amended,
since the Company has not and does not currently anticipate paying compensation
in excess of $1 million per annum to any employee.
10
<PAGE> 13
Salaries
Base salaries for the Company's executive officers are determined initially
by evaluating the responsibilities of the position held and the experience of
the individual, and by reference to the competitive marketplace for management
talent, including a comparison of base salaries for comparable positions at
other integrated steel producers. Annual salary adjustments are determined by
evaluating the competitive marketplace; the performance of the Company which
includes in descending level of importance, operating income of the Company and
cash management, production efficiency and quality of products; the performance
of the executive; the length of the executive's service to the Company and any
increased responsibilities assumed by the executive. The Company places itself
between the low and medium levels in determining salaries compared to the other
domestic integrated steel producers, which companies include the steel companies
utilized in the graph under "Common Stock Performance" below.
Incentive Compensation
In 1995, all of the Company's then executive officers other than the
Company's President and one Vice President were participants in the WPSC
Management Incentive Program for salaried employees of WPSC (aggregating
approximately 962 employees), which was adopted by the Company in 1993. The
purpose of the WPSC Management Incentive Program is to reward those employees
that demonstrate outstanding performance in the pursuit of pre-defined Company
and individual objectives. The total amount available for distribution is based
on the Company's consolidated financial performance as determined by a
pre-defined formula set each year which is based upon earnings before income
taxes, depreciation and amortization ("EBITDA") as a percentage of applicable
assets. The performance of each executive officer is then evaluated for the
fiscal year based upon predetermined goals to determine the level of incentives
to be awarded. The Company believes that this program effectively rewards
employees based both on their individual achievements and on the financial
success of the Company. Incentives are to be paid no later than 120 days after
the end of the fiscal year. In 1995, the incentive target threshold was
established by the Company at an EBITDA to operating asset ratio of 10.60%. The
aggregate amount available for incentives increases as progressively higher
EBITDA ratios are achieved. The ratio achieved in 1995 for purposes of the WPSC
Management Incentive Program was 12.72%. Accordingly, the aggregate amount
available to salaried employees of the Company pursuant to the WPSC Management
Incentive Program for 1995 was $3,906,000. Messrs. Chbosky, Hesse and Tuthill
received $22,384, $23,528 and $21,408, respectively, in February, 1996 under the
WPSC Management Incentive Program.
The Company from time to time considers the payment of discretionary
bonuses to its executive officers. Bonuses would be determined based, first,
upon the level of achievement by the Company of its strategic and operating
goals and, second, upon the level of personal achievement by participants. The
achievement of goals by the Company includes, in descending order, among other
things, the performance of the Company as measured by return on assets and the
operating income of the Company, production efficiency and quality of products.
The achievement of personal goals includes the actual performance of the unit of
the Company for which the executive officer has responsibility as compared to
the planned performance thereof, the level of cost savings achieved by such
executive officer, other individual contributions, the ability to manage and
motivate employees and the achievement of assigned projects. Bonuses are
determined annually after the close of each fiscal year. Despite achievement of
personal goals, bonuses may not be given based upon the performance of the
Company as a whole. No discretionary bonuses were awarded in 1995, except for a
bonus of $30,000 to Mr. Smith and a bonus of $90,000 to Mr. Wareham, as
discussed below, neither of whom are participants in the WPSC Management
Incentive Program.
Compensation of Chief Executive Officer
As described in the Employment Contracts section above, Mr. Wareham's base
salary of $400,000 is determined by contract. In determining such amount, the
Board of Directors considered the responsibilities performed by Mr. Wareham as
President of the Company and Chairman of the Board and Chief Executive Officer
of WPSC, the performance of Mr. Wareham in assisting the Company to position
itself to continue operating profitability in 1995 (income before extraordinary
charges was $81.1 million in fiscal 1995 compared to income before extraordinary
changes of $86.4 million in fiscal 1994), a competitive assessment of survey
data of other steel producers as it relates to the Company's performance versus
other integrated steel producers, the efforts by Mr. Wareham in assisting the
Company to improve its capital base and financial
11
<PAGE> 14
condition, and the evaluation of the other factors described in "Salaries"
above. Mr. Wareham's compensation is in the low to medium range compared to
salaries received by chief executive officers of other integrated steel
producers.
The Compensation Committee considers Mr. Wareham for a cash performance
bonus in accordance with the following terms: the factors discussed in the above
paragraph; the bonuses paid to other senior executives of the Company; the
overall performance of the Company and WPSC as measured by guidelines used to
determine the bonuses of other senior executives of the Company and WPSC
including the operating income of the Company, production efficiency and quality
of products; and the transactions effected for the benefit of the Company or
WPSC that are outside of the ordinary course of business and directly or
indirectly accomplished through the efforts of Mr. Wareham (e.g., business
combinations, corporate partnering and other similar transactions). The Board of
Directors considered the above factors, as well as the Company's historical
performance, in awarding Mr. Wareham a 1995 bonus of $90,000.
Stock Option and Other Plans
No options were granted to any of the Named Executive Officers during 1995.
Participation in restricted stock, profit sharing and sales incentive plans is
offered, pursuant to their terms, to provide incentive to executive officers to
contribute to corporate growth and profitability.
Compensation Committee: William Goldsmith; Robert A. Davidow; Marvin L.
Olshan.
Common Stock Performance: The following graph compares, for each of the
fiscal years indicated, the yearly percentage change in the Company's cumulative
total stockholder return on its Common Stock with the cumulative total return of
a) the Standard and Poor's Index, a broad equity market index, and b) an index
consisting of the following steel companies: Armco Inc., Bethlehem Corporation,
Inland Steel Industries, Inc., LTV Corporation and Weirton Steel Corp.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) S&P 500 Index WHX Corp. Peer Group
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 130.47 193.10 94.97
1992 140.41 158.62 105.40
1993 154.56 472.41 196.94
1994 156.60 365.52 197.58
1995 215.45 300.00 152.07
</TABLE>
- ---------------
(1) The Company entered and emerged from Chapter 11 bankruptcy protection on
April 16, 1985 and January 3, 1991, respectively.
12
<PAGE> 15
There can be no assurance that the Company's stock performance will
continue with the same or similar trends depicted in the graph above.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Frederick G. Chbosky, Chief Financial Officer of the Company and a director
and Executive Vice President-Finance of WPSC, and Akimuni Takewaka, a director
of WPSC, are directors of Wheeling-Nisshin, Inc. ("Wheeling-Nisshin"). Mr.
Takewaka is also Chairman and Chief Executive Officer of Wheeling-Nisshin. The
Company currently holds a 35.7% equity interest in Wheeling-Nisshin.
Ronald LaBow, Chairman of the Board, is the sole stockholder of WPN. The
Company is party to a Management Agreement with WPN. See "Executive Compensation
- -- Management Agreement with WPN."
Marvin L. Olshan, a Director and Secretary of the Company, is a member of
Olshan Grundman Frome & Rosenzweig LLP, which has been retained as outside
general counsel to the Company since January 1991. Fees received from the
Company by such firm during the fiscal year ended December 31, 1995 of $919,990
did not exceed 5% of the Company's revenues.
13
<PAGE> 16
PROPOSAL NO. 2
CLASSIFICATION OF THE BOARD OF DIRECTORS
AND CERTAIN OTHER RELATED MATTERS
To enhance continuity and stability of the Board of Directors and the
policies formulated by the Board, the Board of Directors has unanimously
approved and is proposing amendments to the Certificate of Incorporation and the
Bylaws to provide for classification of the Board of Directors and certain
related matters (the "Classified Board Amendments"). The proposed amendments to
the Certificate of Incorporation and Bylaws will divide the Board of Directors
into three classes, as nearly equal in number as possible. After a transitional
arrangement, directors will serve for three years, with one class being elected
each year. In addition, the proposed amendments to the Certificate of
Incorporation and Bylaws provide that: (1) the size of the Board of Directors
shall not be larger than ten; (2) directors may be removed only for cause by the
majority vote of the stockholders; (3) any vacancy on the Board of Directors
shall be filled by the remaining directors then in office, whether or not there
is a quorum, until the next annual election of directors at which the term of
the class to which such person has been elected expires and thereafter until a
successor shall be duly elected and shall have qualified; and (4) the
stockholder vote required to alter, amend or repeal the foregoing amendments is
increased from a majority vote of the stockholders to sixty-six and two-thirds
percent (66- 2/3%) of the outstanding shares entitled to vote in the election of
directors. As a procedural matter, all of the foregoing proposed amendments will
be effected through amendments to the Certificate of Incorporation with
conforming amendments to the Bylaws.
In the opinion of the Board of Directors, the proposed amendments are
desirable to help ensure stability and continuity in the management of the
Company's business and affairs. Although there have been no problems with
respect to stability or continuity of the Board of Directors in the past, the
Board believes that the longer time required to elect a majority of a classified
board will help to prevent the occurrence of such problems in the future. The
Board of Directors also believes that the proposed amendments are desirable to
help discourage hostile attempts to take control of the Company.
The Company's Board of Directors has unanimously approved and recommended
that the stockholders of the Company approve the Classified Board Amendments to
provide for the classification of the Board of Directors into three classes of
directors with staggered terms of office and certain other matters as provided
herein.
The Company's Certificate of Incorporation and Bylaws now provide that all
directors are to be elected annually for a term of one year. Delaware law
permits provisions in a certificate of incorporation or bylaws approved by
stockholders that provide for a classified board of directors. The proposed
amendments to the Certificate of Incorporation and conforming amendments to the
Bylaws, respectively described in Exhibits A and B to this Proxy Statement,
would provide that directors will be classified into three classes, as nearly
equal in number as possible. Class I would hold office initially for a term
expiring at the 1997 annual meeting of stockholders; Class II would hold office
initially for a term expiring at the 1998 annual meeting of stockholders; and
Class III would hold office initially for a term expiring at the 1999 annual
meeting of stockholders. At each annual meeting of stockholders following this
initial classification and election, the successors to the class of directors
whose terms expire at that meeting would be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election and until their successors have been duly elected and qualified. See
"Election of Directors" as to the composition of each class of directors if this
proposal is adopted.
Under Delaware law, directors chosen to fill vacancies on a classified
board shall hold office until the next election of the class for which such
directors shall have been chosen, and until their successors are elected and
shall have qualified. Delaware law also provides that, unless the certificate of
incorporation provides otherwise, directors serving on a classified board of
directors may be removed only for cause. The Company's Certificate of
Incorporation will not provide otherwise. If the classified board proposal is
approved by the stockholders, conforming By-Law provisions, substantially in the
form attached as Exhibit B to this Proxy Statement, will be implemented.
Presently, all directors of the Company are elected annually and all of the
directors may be
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<PAGE> 17
removed, with or without cause, by a majority vote of the outstanding shares of
Common Stock. Cumulative voting is not authorized by the Certificate of
Incorporation.
The proposed classified board amendment will significantly extend the time
required to effect a change in control of the Board of Directors and may
discourage hostile takeover bids for the Company. Currently, a change in control
of the Board of Directors can be made by stockholders holding a plurality of the
votes cast at a single annual meeting of stockholders. If the Company implements
a classified Board of Directors, it will take at least two annual meetings of
stockholders for even a majority of stockholders to make a change in control of
the Board of Directors, because only a minority of the directors will be elected
at each meeting.
Because of the additional time required to change control of the Board of
Directors, the Classified Board Amendments will tend to perpetuate present
management. Without the ability to obtain immediate control of the Board of
Directors, a takeover bidder will not be able to take action to remove other
impediments to its acquisition of the Company. Because the Classified Board
Amendments will increase the amount of time required for a takeover bidder to
obtain control of the Company without the cooperation of the Board of Directors,
even if the takeover bidder were to acquire a majority of the Company's
outstanding stock, it will tend to discourage certain tender offers, perhaps
including some tender offers that stockholders may feel would be in their best
interests. The Classified Board Amendments will also make it more difficult for
the stockholders to change the composition of the Board of Directors even if the
stockholders believe such a change would be desirable.
The Classified Board Amendments are designed to assure continuity and
stability in the Board of Directors' leadership and policies. While management
has not experienced any problems with such continuity in the past, it wishes to
ensure that this experience will continue. The Board of Directors also believes
that the Classified Board Amendments will assist the Board of Directors in
protecting the interests of the Company's stockholders in the event of an
unsolicited offer for the Company.
This proposal is intended to encourage persons seeking to acquire control
of the Company, including through proxy fights or hostile takeovers, to initiate
such efforts through negotiations with the Board of Directors. The Board of
Directors believes that approval of this proposal will help give the Board of
Directors the time necessary to evaluate unsolicited offers, as well as
appropriate alternatives, in a manner which assures fair treatment of the
Company's stockholders. This proposal is also intended to increase the
bargaining leverage of the Board of Directors, on behalf of the Company's
stockholders, in any negotiations concerning a potential change of control of
the Company. This proposal will, however, make more difficult or discourage a
proxy contest or the assumption of control by a substantial stockholder and thus
could increase the likelihood that incumbent directors will retain their
positions. This proposal, if it is adopted, could also have the effect of
discouraging a third party from making a tender offer or otherwise attempting to
obtain control of the Company even though such attempt might be beneficial to
the Company's stockholders.
The Certificate of Incorporation and the Bylaws presently contain certain
provisions that could be characterized as specific "anti-takeover" provisions.
The Certificate of Incorporation permits the Company 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 both the Certificate of Incorporation and the Bylaws contain
certain provisions insuring compliance with the ownership rules of the Federal
Communications Act of 1934, as amended, and the regulations enacted thereunder,
to the extent the Company is subject to regulation by the Federal Communications
Commission, which provisions limit the amount of outstanding Common Stock which
may be held by foreign persons and entities to 25% under certain circumstances.
The Certificate of Incorporation currently authorizes the issuance of 10,000,000
shares of Preferred Stock, not all of which have been issued. The authorized and
available Preferred Stock, represented by 3,500,000 shares of blank check
Preferred Stock, could (within the limits imposed by applicable law and the
rules of New York Stock Exchange) be issued by the Company and used to
discourage a change in the control of the Company.
As noted in "Security Ownership," all directors and executive officers of
the Company as a group beneficially owned, as of June 21, 1996, 215,047 shares
of Common Stock plus 902,678 shares issuable pursuant to options exercisable
within 60 days of the date hereof. These shares represent approximately 4.0%
15
<PAGE> 18
of the outstanding Common Stock of the Company. The officers and directors are,
therefore, unable to prevent any action requiring a sixty-six and two-thirds
percent (66- 2/3%) stockholder vote under the Classified Board Amendments from
becoming effective. Similarly, no existing stockholder of the Company currently
holds sufficient shares alone to prevent an action requiring such a two-thirds
vote from becoming effective.
The Classified Board Amendments are permitted by Delaware law and are
consistent with the rules of the New York Stock Exchange on which the Company's
Common Stock is traded. The Classified Board Amendments are not the result of
any specific efforts of which the Company is aware to obtain control of the
Company. The Board of Directors does not contemplate recommending the adoption
of any further amendments to the Certificate of Incorporation or Bylaws of the
Company that would affect the ability of third parties to effect a change in
control of the Company. However, the Board of Directors may wish in the future
to review the advisability of adopting other measures that may affect takeovers
in the context of applicable law and judicial decisions.
The amendments to the Certificate of Incorporation described in this
proposal are set forth in Exhibit A to this Proxy Statement, in substantially
the form in which they will take effect if the Classified Board Amendments are
approved by the stockholders. The conforming amendments to the Bylaws described
in this proposal are set forth in Exhibit B to this proxy statement, in
substantially the form in which they will take effect if the Classified Board
Amendments are approved by the stockholders. The preceding description of the
Classified Board Amendments is qualified in its entirety by reference to
Exhibits A and B.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF PROPOSAL NO. 2.
PROPOSAL NO. 3
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Price Waterhouse LLP has been selected as the
independent public accountants for the Company for the fiscal year ending
December 31, 1996. Although the selection of accountants does not require
ratification, the Board of Directors has directed that the appointment of Price
Waterhouse LLP be submitted to stockholders for ratification due to the
significance of their appointment by the Company. If stockholders do not ratify
the appointment of Price Waterhouse LLP, the Board of Directors will consider
the appointment of other certified public accountants. A representative of that
firm, which served as the Company's independent public accountants for the
fiscal year ended December 31, 1995, is expected to be present at the Meeting
and, if he so desires, will have the opportunity to make a statement, and in any
event will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF PROPOSAL NO. 3.
SOLICITATION STATEMENT
All expenses in connection with the solicitation of proxies will be borne
by the Company. In addition to the use of the mails, solicitations may be made
by regular employees of the Company, by telephone, telegraph or personal
contact, without additional compensation. Georgeson & Company, Inc. has been
retained to assist in the solicitation of proxies for a fee of $7,500 plus
expenses. The Company will, upon request, reimburse brokerage houses and persons
holding shares of Common Stock in the names of their nominees for their
reasonable expenses in sending solicited material to their principals.
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next annual meeting of stockholders of the
Company, stockholder proposals for such meeting must be submitted to the Company
no later than March 4, 1997.
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<PAGE> 19
OTHER MATTERS
So far as now known, there is no business other than that described above
to be presented for action by the stockholders at the Meeting, but it is
intended that the proxies will be voted upon any other matters and proposals
that may legally come before the Meeting or any adjournment thereof, in
accordance with the discretion of the persons named therein.
ANNUAL REPORT
All stockholders of record as of July 1, 1996 have been sent, or are
concurrently herewith being sent, a copy of the Company's Annual Report for the
fiscal year ended December 31, 1995. Such report contains certified consolidated
financial statements of the Company and its subsidiaries for the fiscal year
ended December 31, 1995.
By Order of the Company,
MARVIN L. OLSHAN
Secretary
Dated: New York, New York
July 3, 1996
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 (WITHOUT EXHIBITS) (AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) TO STOCKHOLDERS OF RECORD ON
THE RECORD DATE WHO MAKE WRITTEN REQUEST THEREFOR TO MARVIN L. OLSHAN,
SECRETARY, WHX CORPORATION, 110 EAST 59TH STREET, NEW YORK, NEW YORK 10022.
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<PAGE> 20
EXHIBIT A
AMENDMENTS TO THE CERTIFICATE OF INCORPORATION
Article SIXTH shall be amended and restated in its entirety as follows:
SIXTH: A. Number, election and terms of directors. Subject to the rights
of the holders of any series of Preferred Stock to elect additional directors
under specified circumstances, the number of directors shall be fixed from time
to time exclusively by the Board of Directors pursuant to a resolution adopted
by a majority of the total number of directors which the Corporation would have
if there were no vacancies (the "Whole Board"); provided, however, that in no
event shall the Whole Board be greater than ten (10) directors.
B. Classification of Board of Directors. The Board of Directors shall be
divided into three classes, designated Class I, Class II and Class III, as
nearly equal in number as possible, and the term of office of Directors of one
class shall expire at each annual meeting of stockholders, and in all cases as
to each Director until his successor shall be elected and shall qualify or until
his earlier resignation, removal from office, death or incapacity. The initial
term of office of Directors of Class I expire at the annual meeting of
stockholders in 1997; that of Class II shall expire at the annual meeting in
1998; and that of Class III shall expire at the annual meeting in 1999; and in
all cases as to each Director until his successor shall be elected and shall
qualify or until his earlier resignation, removal from office, death or
incapacity. At each annual meeting of stockholders the number of directors equal
to the number of Directors of the class whose term expires at the time of such
meeting (or, if less, the number of Directors properly nominated and qualified
for election) shall be elected by a plurality of the votes cast to hold office
until the third succeeding annual meeting of stockholders after their election,
and until his successor shall be elected and shall qualify or until his earlier
resignation, removal from office, death or other incapacity, subject to the
provisions of Section D and Section E of this Article SIXTH.
C. Newly created directorships and vacancies. Subject to the rights of any
series of Preferred Stock, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies of the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause (other than a vacancy resulting from removal
by the stockholders, in which case such vacancy shall be filled by the
stockholders) shall be filled only by a majority vote of the directors then in
office, though less than a quorum. Additional directorships resulting from an
increase in the number of Directors shall be apportioned by the Board of
Directors among the classes as equally as possible, other vacancies of the Board
of Directors filled between annual meetings of stockholders shall be to the
class of directors to which the Director previously belonged that is being
replaced. Directors so chosen shall hold office until the next annual election
of directors at which the term of the class to which he has been elected expires
and until his successor shall have been duly elected and qualified, or until his
earlier death, resignation or removal. No decrease in the number of authorized
directors constituting the entire Board of Directors shall shorten the term of
any incumbent director.
D. Removal. Subject to the rights of the holders of any series of
Preferred Stock, any director, or the entire Board of Directors, may be removed
from office at any time only for cause and only by the affirmative vote of the
holders of at least a majority of the voting power of all of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.
E. Compliance with Communications Act of 1934. No person shall serve (or
continue to serve) as officer or director of the Corporation if the Board of
Directors concludes that such person's service (or continued service) would
constitute a violation of the Communications Act of 1934, and the rules and
regulations of the Federal Communication Commission ("FCC") promulgated
thereunder, as the same may be amended from time to time (the "Act"), or would
likely prevent the Corporation from making any intended acquisition or
undertaking any intended activity.
Article THIRTEENTH shall be amended and restated in its entirety as
follows:
THIRTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation,
and any other provisions authorized by the laws of the State of Delaware at the
time in force may be added or inserted, in the manner now or hereafter provided
herein by statute, and all rights, preferences and privileges of whatsoever
nature conferred upon stockholders,
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<PAGE> 21
directors or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as amended are granted subject to the
rights reserved in this Article THIRTEENTH; provided, however, that Article
SIXTH and this Article THIRTEENTH shall not be amended without the affirmative
vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of
the voting power of all of the then outstanding shares of the stock of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class.
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EXHIBIT B
AMENDMENTS TO THE BYLAWS
The following sections of the Bylaws shall be amended and restated in their
entirety as follows:
Section 3.2 Number, Tenure and Qualifications. Subject to the rights of
the holders of any class or series of Preferred Stock to elect directors under
specified circumstances, the number of directors shall be fixed from time to
time exclusively pursuant to a resolution adopted by a majority of the Whole
Board; provided, however, that in no event shall the Whole Board be greater than
ten (10) directors. Subsequent to the election by the incorporator of the
initial Board of Directors, at the annual meeting the stockholders shall elect
by a plurality vote the number of Directors equal to the number of Directors of
the class whose term expires at such meeting (or, if fewer, the number of
Directors properly nominated and qualified for election) to hold office until
the third succeeding annual meeting of stockholders after their election,
subject to the provisions of Article SIXTH of the Certificate of Incorporation.
Section 3.7 Vacancies. Subject to the rights of the holders of any class
or series of Preferred Stock, vacancies resulting from death, resignation,
retirement, disqualification, removal from office or other cause (other than a
vacancy resulting from removal by the stockholders which shall be filled by the
stockholders), and newly created directorships resulting from any increase in
the authorized number of directors may be filled only by the affirmative vote of
a majority of the remaining directors, though less than a quorum of the Board of
Directors, and directors so chosen shall hold office until the next annual
election at which the term of the class to which he has been elected expires and
until his successor shall be duly elected and shall qualify, or until his
earlier death, resignation or removal. No decrease in the number of authorized
directors constituting the Whole Board shall shorten the term of any incumbent
director.
Section 3.9 Removal. Subject to the rights of the holders of any class or
series of Preferred Stock, any director, or the entire Board of Directors, may
be removed from office at any time, only for cause and only by the affirmative
vote of the holders of at least a majority of the voting power of all of the
then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"), voting together as
a single class.
Section 7.1 Amendments. The Board of Directors is expressly empowered to
adopt, amend or repeal the Bylaws of the Corporation; provided, however, that
any adoption, amendment or repeal of Sections 3.2, 3.7, 3.9 or this Section 7.1
of the Bylaws of the Corporation by the Board of Directors shall require the
approval of at least sixty-six and two-thirds percent (66- 2/3%) of the total
number of authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any resolution providing for
adoption, amendment or repeal is presented to the Board) and the affirmative
vote of the holders of sixty-six and two-thirds percent (66- 2/3%) of the voting
power of all of the then outstanding shares of stock of the Corporation entitled
to vote generally in the election of Directors, voting together as a single
class. The stockholders shall also have power to adopt, amend or repeal the
Bylaws of the corporation by majority vote; provided, however, that in addition
to any vote of the holders of any class or series of stock of this corporation
required by law or by the Restated Certificate of Incorporation of the
Corporation, the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66- 2/3%) of the voting power of all of the then outstanding
shares of the stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required for
such adoption, amendment or repeal by the stockholders of Sections 3.2, 3.7. 3.9
or this Section 7.1 of the Bylaws of the Corporation.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WHX CORPORATION
PROXY -- ANNUAL MEETING OF STOCKHOLDERS
AUGUST 12, 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 1996 Annual Meeting of
Stockholders of the Company to be held at the Dupont Hotel, 11th & Market
Streets, Wilmington, Delaware 19801, on August 12, 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 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.
See
CONTINUED AND TO BE SIGNED ON REVERSE SIDE Reverse
Side
<PAGE> 24
Please mark
votes as in
this example. _______
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:
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE BELOW _______
2. Classification of the Board of Directors
FOR ___________ AGAINST ________ ABSTAIN ______
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. 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.
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: ___________
