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, 1996.
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:
Name of each exchange on
Title of each class which registered
------------------- ----------------
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
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 3, 1997 was $199.9 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 3, 1997 was 24,293,594,
including 410,228 shares of redeemable Common Stock.
<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
CLASS OF FOR THE PAST FIVE YEARS BECAME
NAME DIRECTOR AND CURRENT PUBLIC DIRECTORSHIPS AGE A DIRECTOR(1)
- ---- -------- -------------------------------- --- -------------
<S> <C> <C> <C>
Neil D. Arnold III DIRECTOR. Group Finance 48 1992
Director since December 1996
and Executive Vice
President, Corporate
Development from April 1996
through December 1996 of
Lucas Varity plc, Senior
Vice President and Chief
Financial Officer from July
1990 through April 1996 of
Varity Corporation. Lucas
Varity plc designs,
manufactures and supplies
advanced technology systems,
products and services in the
world's automotive, diesel
engine and aerospace
industries.
Paul W. Bucha II DIRECTOR. President, Paul W. 53 1993
Bucha & Company, Inc., an
international marketing
consulting firm, since 1979;
President, BLHJ, Inc., an
international consulting
firm, from July 1991 to
present; President,
Congressional Medal of Honor
Society of U.S., since
September 1995.
Robert A. Davidow III DIRECTOR. Private investor 54 1992
since January 1990. Mr.
Davidow is also a director
of Arden Group, Inc.
William Goldsmith I DIRECTOR. Management and 78 1987
Marketing Consultant since
1984; Chairman of the Board
of TMP, Inc. from January
1991 to 1993; Chairman of
Overspin Golf since 1993;
Chief Executive Officer of
Overspin Golf from January
1994 through October 1994;
Chairman of the Board and
Chief Executive Officer of
Fiber Fuel International,
Inc., from 1994 to 1997;
Life Trustee to Carnegie
Mellon University since
1980.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FIRST YEAR
CLASS OF FOR THE PAST FIVE YEARS BECAME
NAME DIRECTOR AND CURRENT PUBLIC DIRECTORSHIPS AGE A DIRECTOR(1)
- ---- -------- -------------------------------- --- -------------
<S> <C> <C> <C>
Ronald LaBow III CHAIRMAN OF THE BOARD. 62 1991
President, Stonehill
Investment Corp. since
February 1990. Mr. LaBow is
also a director of Regency
Equities Corp., a real
estate company.
Marvin L. Olshan II DIRECTOR AND, SINCE 1991, 69 1991
SECRETARY OF THE COMPANY.
Partner, Olshan Grundman
Frome & Rosenzweig LLP,
since 1956.
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., ARIAD
Pharmaceuticals, Inc.,
Becton, Dickinson and
Company, a medical
instrumentation and
equipment company, Diamond
Offshore Drilling, Inc.,
Foundation Health Systems,
Inc., General American
Investors Company, Olsten
Corporation, a temporary
help company, Petrie Stores
Corporation, a retail chain,
Time Warner Inc. and Triarc
Companies, Inc., restaurants
and soft drinks.
John R. Scheessele I DIRECTOR AND, SINCE MARCH 49 1997
1997, PRESIDENT OF THE
COMPANY. Chairman of the
Board, President and Chief
Executive Officer of
Wheeling-Pittsburgh Steel
Corporation ("WPSC") since
March 1997; President and
Chief Executive Officer of
The SKD Company from
February 1996 to February
1997; President and Chief
Executive Officer of WCI
Steel, Inc. ("WCI") from
November 1994 to September
1995; Executive Vice
President and Chief
Financial Officer of WCI
from November 1993 to
November 1994; Chief
Financial Officer of WCI
from October 1988 to
November 1993.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FIRST YEAR
CLASS OF FOR THE PAST FIVE YEARS BECAME
NAME DIRECTOR AND CURRENT PUBLIC DIRECTORSHIPS AGE A DIRECTOR(1)
- ---- -------- -------------------------------- --- -------------
<S> <C> <C> <C>
Lynn Williams I DIRECTOR. Retired since 71 1995
March 1994. President of
United Steelworkers of
America from November 1983
to March 1994.
</TABLE>
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(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 on five occasions and took action by
unanimous written consent on three occasions during the fiscal year ended
December 31, 1996. 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 met on
three occasions and took action by unanimous written consent on two occasions
during the fiscal year ended December 31, 1996. 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 five occasions during the fiscal year
ended December 31, 1996. 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 four occasions and took action by
unanimous written consent on one occasion during the fiscal year ended December
31, 1996. The Compensation Committee reviews compensation arrangements and
personnel matters. The members of the Nominating Committee are Ronald LaBow,
Marvin L. Olshan, Paul W. Bucha and Robert A. Davidow. The Nominating Committee
took action by written consent on one occasion during the fiscal year ended
December 31, 1996. 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 took action by unanimous written consent once during the fiscal year
ended December 31, 1996.
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
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<PAGE>
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 1996, WPN received a monthly fee of $458,333.33,
with total payments in 1996 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 52
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 52
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.
Garen Smith VICE PRESIDENT. Vice President of the Company since 54
October 1995; President and Chief Executive Officer of
Unimast Incorporated ("Unimast") since April 1991
(Unimast was acquired by the Company in March 1995).
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR THE PAST
NAME FIVE YEARS AND CURRENT PUBLIC DIRECTORSHIPS(1) AGE
- ---- ---------------------------------------------- ---
<S> <C> <C>
Howard Mileaf VICE PRESIDENT -- SPECIAL COUNSEL. Vice President -- 60
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>
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(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.
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<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 for the fiscal year ended
December 31, 1996 (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 $100,000 with respect to the fiscal year
ended December 31, 1996 and who were employed by the Company on December 31,
1996 (together with the CEO, the "Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------- ------------------- ----------------------
Other Annual Securities
Name and Principal Salary Bonus Compensation Underlying All other Compensation
POSITION YEAR ($) ($)(1) ($)(2) OPTIONS (#) ($)(3)
---------- ---- ----- ------- -------- ----------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
James L. Wareham, 1996 400,000 -- -- -- 47,140(5)
President (4) 1995 400,000 90,000 -- -- 46,825(5)
1994 400,000 140,000 -- 80,000 44,877(5)
Garen Smith, 1996 200,230 63,826 -- 10,000 3,000
Vice President 1995 150,000(6) 30,000 -- -- 3,000
1994 -- -- -- -- --
James G. Bradley, 1996 160,000 -- -- 10,000 2,922
Vice President 1995 40,000(7) -- -- -- --
1994 -- -- -- -- --
James D. Hesse, 1996 150,000 -- -- -- 19,814
Vice President (8) 1995 150,000 23,528 -- -- 19,415
1994 147,250 43,476 -- 17,737
Frederick G. Chbosky, 1996 140,000 -- -- -- 10,272
Chief Financial Officer 1995 140,000 22,384 -- -- 10,020
1994 140,000 37,622 -- -- 7,560
</TABLE>
- ----------------------------
(1) Includes bonuses paid in 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 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 1997 and 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.
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<PAGE>
(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) Resigned from employment with the Company effective February 28, 1997.
(5) Includes insurance premiums paid by the Company in 1996, 1995 and 1994
of $40,000 annually.
(6) Employment with the Company commenced March 31, 1995.
(7) Employment with the Company commenced October 2, 1995.
(8) Resigned from employment with the Company effective March 31, 1997.
OPTION GRANTS TABLE. The following table sets forth certain information
regarding stock option grants made to each of the Named Executive Officers
during the fiscal year ended December 31, 1996.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual Rates
of Stock Price Appreciation for
Individual Grants Option Term
----------------- ----------------------------
% of Total
Options
Number of Securities Granted to Exercise
Underlying Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5%($) 10%($)
---- ------------ ------------- ------- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C>
James L. Wareham 0 0% -- -- 0 0
Garen Smith 10,000 43.5% 13.50 2-5-06 84,900 215,155
James G. Bradley 10,000 43.5% 13.50 2-6-06 84,900 215,155
James D. Hesse 0 0% -- -- 0 0
Frederick G. Chbosky 0 0% -- -- 0 0
</TABLE>
- -------------------
All options were granted under the Company's 1991 Incentive and
Nonqualified Stock Option Plan and vest ratably over a three-year period. This
period commenced February 6, 1996.
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<PAGE>
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, 1996.
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options at
Options at 1996 Fiscal 1996 Fiscal Year-
Year-End(#) Exercisable/ End($)(1) Exercisable/
Unexercisable Unexercisable
NAME -------------------------- ------------------------
- ----
James L. Wareham 101,254/26,667 43,490/0
Garen Smith 0/10,000 0/0
James G. Bradley 0/10,000 0/0
James D. Hesse 18,753/0 9,844/0
Frederick G. Chbosky 18,753/0 9,844/0
- ------------------
(1) On December 31, 1996, the last reported sales price of WHX Common Stock
as reported on the New York Stock Exchange Composite Tape was $8.875.
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 and Hesse upon retirement are $18,667 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 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. As of December 31, 1996, Mr. James L. Wareham
was 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
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<PAGE>
two-year period. The agreement provided for an annual salary to Mr. Wareham of
$400,000 and an annual bonus awarded in the sole discretion of the Company. Mr.
Wareham was not granted a bonus for services rendered in 1996. 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 provided 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 was $40,000. The employment agreement
provided that in the event Mr. Wareham's employment was terminated without cause
or Mr. Wareham voluntarily terminated 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 occurred, he would have been 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 would
have been forfeited under certain circumstances. Effective February 1997, Mr.
Wareham resigned from his positions with the Company and was succeeded by Mr.
John R. Scheessele.
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,
1996. 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, 1996 did not exceed 5% of the Company's or the firm'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
1996, WPN received a monthly fee of $458,333.33, with total payments in 1996 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 two
year term and 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.
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<PAGE>
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 at April 15, 1997, 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>
Merrill Lynch & Co., Inc.(3)
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281 2,769,877 11.6%
Dewey Square Investors Corporation (4)
82 Devonshire Street
Boston, Massachusetts 02109 2,680,126 11.3%
Michael A. Roth (5)
and Brian J. Stark
1500 West Market Street
Mequon, Wisconsin 53092 1,875,632 7.9%
Ronald LaBow(6) 704,150(7) 2.9%
Neil D. Arnold 18,667(8) *
Paul W. Bucha 18,667(8) *
Robert A. Davidow 118,736(9) *
William Goldsmith 34,667(8) *
John R. Scheessele 0 *
Lynn Williams 2,667 *
Marvin L. Olshan 35,667(9) *
Raymond S. Troubh 28,667(10) *
James L. Wareham 127,921(8) *
Frederick G. Chbosky 24,781(11) *
James D. Hesse 18,753(8) *
James D. Bradley 3,333(8) *
Garen Smith 3,633 *
All Directors and Executive Officers as a Group (16
persons) 1,189,062(12) 4.8%
</TABLE>
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* less than one percent.
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<PAGE>
(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, 1997 of
23,813,141 shares.
(3) Based on a Schedule 13G filed in February 1997, Merrill Lynch & Co.,
Inc. ("ML&Co."), Merrill Lynch Group, Inc. ("ML Group"), Merrill Lynch
Asset Management, L.P. ("MLAM") and Princeton Services, Inc. ("PSI")
collectively beneficially hold 2,769,877 shares of WHX's Common Stock.
This amount includes Common Stock issuable upon conversion of Preferred
Stock. The address of PSI and MLAM is 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. ML&Co., ML Group and PSI disclaim
beneficial ownership of such securities.
(4) Based on a Schedule 13G filed in February 1997, Dewey Square Investors
Corp. beneficially holds 2,680,126 shares of WHX's Common Stock. This
amount includes Common Stock issuable upon conversion of Preferred
Stock.
(5) Based on a joint Schedule 13G filed in December 1996, Michael A. Roth
and Brian J. Stark beneficially hold 1,875,632 shares of WHX's Common
Stock. Such amount includes 1,506,136 Shares beneficially owned by
Reliant Trading which are issuable upon the conversion of 527,297
shares of Preferred Stock and 369,496 shares beneficially owned by
Shepherd Trading Limited which are issuable upon the conversion of
132,203 shares of Preferred Stock.
(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 owned by WPN.
(7) Includes 584,500 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.
(8) Consists of shares of Common Stock issuable upon exercise of options
within 60 days hereof.
(9) Includes 34,667 shares of Common Stock issuable upon exercise of
options within 60 days hereof.
(10) Includes 26,667 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 976,015 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.
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, 1996 did not
exceed 5% of the Company's or the firm'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 29, 1997.
WHX CORPORATION
By: /s/ John R. Scheessele
-----------------------
John R. Scheessele
Principal Executive Officer
POWER OF ATTORNEY
WHX Corporation and each of the undersigned do hereby appoint Ronald
LaBow, Marvin Olshan and John R. Scheessele, 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/ John R. Scheessele (Director and Principal April 29, 1997
- -------------------------- Executive Officer)
John R. Scheessele
/s/ Frederick G. Chbosky (Principal Financial Officer April 29, 1997
- -------------------------- and Principal Accounting
Frederick G. Chbosky Officer)
/s/ Neil D. Arnold Director April 29, 1997
- --------------------------
Neil D. Arnold
/s/ Paul W. Bucha Director April 29, 1997
- --------------------------
Paul W. Bucha
/s/ Robert A. Davidow Director April 29, 1997
- --------------------------
Robert A. Davidow
/s/ William Goldsmith Director April 29, 1997
- --------------------------
William Goldsmith
/s/ Ronald LaBow Director April 29, 1997
- --------------------------
Ronald LaBow
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<PAGE>
/s/ Marvin L. Olshan Director April 29, 1997
- --------------------------
Marvin L. Olshan
/s/ Raymond S. Troubh Director April 29, 1997
- --------------------------
Raymond S. Troubh
- -------------------------- Director April __, 1997
Lynn Williams
-14-
