SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1995.
OR
/ / TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from __________ to __________
Commission file number 1-2394
WHX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3768097
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 East 59th Street 10022
New York, New York (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 212-355-5200
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange on
Title of each class which registered
------------------- ----------------
<S> <C>
Common Stock, $.01 par value New York Stock Exchange
Series A Convertible Preferred Stock, $.10 par value New York Stock Exchange
Series B Convertible Preferred Stock, $.10 par value New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
Aggregate market value of Common Stock held by non-affiliates of the Registrant
as of February 1, 1996 was $338 million, which value, solely for the purposes of
this calculation excludes shares held by Registrant's officers and directors.
Such exclusion should not be deemed a determination by Registrant that all such
individuals are, in fact, affiliates of the Registrant. The number of shares of
Common Stock issued and outstanding as of February 1, 1996 was 27,520,147,
including 442,768 shares of redeemable Common Stock.
Applicable only to registrants involved in bankruptcy proceedings during the
preceding five years:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes /X/ No/ /
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
The following sets forth certain information with respect to the Directors
of the Company:
<TABLE>
<CAPTION>
Principal Occupation First Year
for the Past Five Years Became
Name and Current Public Directorships Age a Director(1)
- ---- -------------------------------- --- -------------
<S> <C> <C> <C>
Neil D. Arnold Director. Senior Vice President and Chief 47 1992
Financial Officer of Varity Corporation, a
manufacturer of farm machinery,
automotive components and diesel engines, since
July 1990; prior thereto for in excess of six
years, a Vice President or Senior Vice
President of such corporation.
Paul W. Bucha Director. President, Paul W. Bucha & 52 1993
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 Director. Private investor since January 53 1992
1990. Mr. Davidow is also a director of
Arden Group, Inc.
William Goldsmith Director. Management and Marketing 77 1987
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.
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation First Year
for the Past Five Years Became
Name and Current Public Directorships Age a Director(1)
- ---- -------------------------------- --- -------------
<S> <C> <C> <C>
Ronald LaBow Chairman of the Board. President, 61 1991
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 Director and, since 1991, Secretary of the 68 1991
Company. Partner, Olshan Grundman
Frome & Rosenzweig LLP, since 1956.
Raymond S. Troubh Director. Financial Consultant for in 69 1992
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, Benson
Eyecare Corporation, Diamond Offshore Drilling,
Inc., Foundation Health Corporation, General
American Investors Company, Manville
Corporation, Olsten Corporation, a temporary
help company, Petrie Stores Corporation, a
retail chain, Riverwood International
Corporation, a packaging and carton company,
Time Warner Inc. and Triarc Companies, Inc., a
company engaged in the production and
distribution of food and soft drinks.
James L. Wareham Director and, since 1992, President of the 55 1989
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.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation First Year
for the Past Five Years Became
Name and Current Public Directorships Age a Director(1)
- ---- -------------------------------- --- -------------
<S> <C> <C> <C>
Lynn Williams Director. Retired since March 1994. 71 1995
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").
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, 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 Executive and
Stock Option Committees, and $1,000 per day of consultation and other services
-4-
<PAGE>
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."
EXECUTIVE OFFICERS
The following table contains the names, positions and ages of the
executive officers of the Company who are not directors.
<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 the 51
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.
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation for the Past
Name Five Years and Current Public Directorships(1) Age
- ---- ---------------------------------------------- ---
<S> <C> <C>
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; Executive Vice President -- Manufacturing
since February 1994; Vice President -- Purchasing, Traffic
and Raw Materials of WPSC since February 1989.
Howard Mileaf Vice President -- Special Counsel. Vice President -- Special 59
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.
-6-
<PAGE>
ITEM 11. 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 executive officers of the
Company other than the CEO whose salary and bonus exceeded $100,000 with respect
to the fiscal year ended December 31, 1995 and who were employed by the Company
on December 31, 1995 (together with the CEO, the "Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Name and Principal Position Annual Compensation Long Term Compensation
- --------------------------- ------------------- ----------------------
Other Annual Securities
Name and Principal Salary Bonus Compensation Underlying All other Compensation
Position Year ($) ($)(1) ($)(2) Options (#) ($)(3)
---------- ---- ----- ------- -------- ----------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
James L. Wareham, 1995 400,000 -- -- -- 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) -- -- -- 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 and 1995 for services rendered in
the prior year. All bonus amounts have been attributed to the year in which
the services were performed. At the present time, neither Messrs. Wareham
nor Smith have been granted a bonus for services rendered in 1995.
(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.
-7-
<PAGE>
(4) Includes insurance premiums paid by the Company in 1995, 1994 and 1993 of
$40,000, $40,000 and $26,667, respectively.
(5) Employment with the Company commenced March 31, 1995.
No options were granted to any of the Named Executive Officers during
1995.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
The following table sets forth certain information concerning
unexercised stock options held by the Named Executive Officers as of December
31, 1995.
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options at
Options at 1995 Fiscal 1995 Fiscal Year-
Year-End(#) Exercisable/ End($)(1) Exercisable/
Name Unexercisable Unexercisable
- ---- ------------------------ ------------------------
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
- ------------------
(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
-8-
<PAGE>
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 March 1995, Mr. Wareham was granted a cash bonus
of $140,000 for services rendered in 1994. At the present time Mr. Wareham has
not been granted a bonus 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.
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 the event 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
-9-
<PAGE>
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 has a one year term and is renewable automatically for
successive one 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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information concerning ownership of the Common
Stock of the Company outstanding as at April 15, 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, (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. Unless otherwise indicated, each stockholder has sole
voting power and sole dispositive power with respect to the indicated shares.
<TABLE>
<CAPTION>
Name and Address Percentage
of Beneficial Owner(1) Shares Beneficially Owned of Class(2)
---------------------- ------------------------- -----------
<S> <C> <C>
FMR Corp. (3)
82 Devonshire Street
Boston, Massachusetts 02109 1,682,200 6.1%
Dewey Square Investors Corporation (4)
82 Devonshire Street
Boston, Massachusetts 02109 2,434,810 8.8%
Vanguard/Windsor Fund (5)
75 State Street
Boston, Massachusetts 02109 1,601,200 5.8%
Ronald LaBow(6) 2,633,948(7)(8) 9.3%
Neil D. Arnold 13,333(9) *
Paul W. Bucha 13,333(9) *
Robert A. Davidow 69,037(10) *
William Goldsmith 29,333(9) *
Lynn Williams 0 *
Marvin L. Olshan 30,333(11) *
Raymond S. Troubh 23,333(12) *
James L. Wareham 101,254(9) *
Frederick G. Chbosky 24,781(13) *
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
Name and Address Percentage
of Beneficial Owner(1) Shares Beneficially Owned of Class(2)
---------------------- ------------------------- -----------
<S> <C> <C>
James D. Hesse 18,753(9) *
DeWayne W. Tuthill 23,753(9) *
Garen Smith 300 *
All Directors and Executive Officers as a Group (15
persons) 3,303,158(14) 11.6%
</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 April 15, 1996 of
27,594,600 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, which is the sole general partner of RM Capital Partners ("RM") and
of DR Capital Partners ("DR"). Consequently, Mr. LaBow may be deemed to be
the beneficial owner of all shares of Common Stock owned by RM and DR, each
of which owns 1,000,000 shares of Common Stock.
(7) Based on a joint Schedule 13D dated January 11, 1991, as amended, filed
with the Commission, and additional information furnished to the Company.
(8) 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.
(9) Consists of shares of Common Stock issuable upon exercise of options within
60 days hereof.
(10) Robert A. Davidow, a director of the Company, is a partner in a limited
partner of each of RM and DR. Includes 29,333 shares of Common Stock
issuable upon exercise of options within 60 days hereof.
(11) Includes 29,333 shares of Common Stock issuable upon exercise of options
within 60 days hereof.
(12) Includes 21,333 shares of Common Stock issuable upon exercise of options
within 60 days hereof.
(13) Includes 18,753 shares of Common Stock issuable upon exercise of options
within 60 days hereof.
(14) Includes 902,678 shares of Common Stock issuable upon exercise of options
within 60 days hereof.
ITEM 13. 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.
-11-
<PAGE>
Ronald LaBow, Chairman of the Board is the sole stockholder of WPN,
which is the sole general partner of RM and DR. See "Security Ownership." 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, 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report by the
undersigned, thereunto duly authorized in the City of New York, State of New
York on April 25, 1996.
WHX CORPORATION
By: /s/ Ronald LaBow
----------------
Ronald LaBow
Chairman of the Board
POWER OF ATTORNEY
WHX Corporation and each of the undersigned do hereby appoint Ronald
LaBow, Marvin Olshan and James Wareham, and each of them severally, its or his
true and lawful attorney to execute on behalf of WHX Corporation and the
undersigned any and all amendments to this Annual Report on Form 10- K/A and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission; each of such attorneys
shall have the power to act hereunder with or without the other.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ James L. Wareham (Director and Principal April 25, 1996
- -------------------- Executive Officer)
James L. Wareham
/s/ Frederick G. Chbosky (Principal Financial Officer April 25, 1996
- ------------------------ and Principal Accounting
Frederick G. Chbosky Officer)
/s/ Neil D. Arnold Director April 22, 1996
- ------------------
Neil D. Arnold
/s/ Paul W. Bucha Director April 25, 1996
- -----------------
Paul W. Bucha
/s/ Robert A. Davidow Director April 25, 1996
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Robert A. Davidow
/s/ William Goldsmith Director April 25, 1996
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William Goldsmith
/s/ Ronald LaBow Director April 25, 1996
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Ronald LaBow
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<PAGE>
/s/ Marvin L. Olshan Director April 22, 1996
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Marvin L. Olshan
/s/ Raymond S. Troubh Director April 25, 1996
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Raymond S. Troubh
/s/ Lynn Williams Director April 22, 1996
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Lynn Williams
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