SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended DECEMBER 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________ to __________
Commission file number ____________________
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
HANDY & HARMAN
SAVINGS PLAN
555 THEODORE FREMD AVENUE
RYE, NY 10580
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
WHX CORPORATION
110 EAST 59TH ST.
NEW YORK, NY 10022
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
Handy & Harman Savings Plan
Date: June 30, 1999 /s/ PAUL E. DIXON
---------------------------------------------
Name: Paul E. Dixon
Title: Senior Vice President, General Counsel and
Secretary
Handy & Harman Savings Plan Administrative
Committee
-2-
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Financial Statements and
Supplemental Schedule
December 31, 1998
(with Independent Accountants' Report thereon)
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Financial Statements and Supplemental Schedules
December 31, 1998
Index
- --------------------------------------------------------------------------------
PAGE(S)
Independent Accountants' Report 1
Financial Statements:
Statement of Net Assets Available for Benefits as of December 31, 1998 2
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended December 31, 1998 3
Notes to Financial Statements 4-8
Supplemental Schedules:
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1998 9
Schedule II - Item 27d - Schedule of Reportable Transactions for
the year ended December 31, 1998 10
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the Administrative Committee and Participants of the
Handy & Harman Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Handy & Harman Savings Plan (the "Plan") at December 31, 1998 and the
changes in net assets available for benefits for the year then ended in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and of reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present changes in net assets
available for benefits of each fund. These supplemental schedules and fund
information are the responsibility of the Plan's management. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
June 29, 1999
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Statement of Net Assets Available for Benefits
As of December 31, 1998 2
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ASSETS:
INVESTMENTS AT FAIR VALUE:
WHX Stock Fund $ 131,764
Handy & Harman Stock Fund --
T. Rowe Price:
Stable Value Fund 2,206,753
International Stock Fund 891,038
Prime Reserve Fund 4,039,822
Capital Appreciation Fund 4,565,563
Spectrum Growth Fund 7,061,591
Spectrum Income Fund 2,910,087
Small Cap Value Fund 1,416,818
Fixed Interest Certificate #2 --
-----------
Total investments 23,223,436
-----------
RECEIVABLES:
Employer matching contributions 46,710
Participant contributions 215,254
Loans to participants 1,111,669
Other 43,141
-----------
Total receivables 1,416,774
-----------
NET ASSETS AVAILABLE FOR BENEFITS $24,640,210
===========
See accompanying notes to financial statements.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Statement of Changes in Net Assets Available For Benefits with Fund Information
Year ended December 31, 1998 3
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<TABLE>
<CAPTION>
HANDY & WHX STABLE INTERNATIONAL PRIME CAPITAL
HARMAN STOCK STOCK VALUE STOCK FUND RESERVE APPRECIATION
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO ASSETS ATTRIBUTED TO:
Participant contributions $ -- $ -- $ 239,279 $ 148,008 $ 58,943 $ 628,507
Employer contributions 94,393 171,725 25,828 11,859 61,769 50,645
Interest and dividend income 11,158 3,879 116,202 12,753 160,559 147,269
Realized and unrealized gain (loss) 114,010 (9,317) 82,002 -- 99,702
on investments
Loan repayments -- 20,665 66,002 19,197 2,953 87,703
------------ ------------ ------------ ------------ ------------ ------------
TOTAL ADDITIONS 219,561 186,952 447,311 273,819 284,224 1,013,826
------------ ------------ ------------ ------------ ------------ ------------
DEDUCTIONS FROM ASSETS ATTRIBUTED TO:
Distributions to participants (169,831) (764) (126,072) (74,585) (440,157) (670,273)
Administrative fees (146) (799) (10) (3,002) (547)
Loans to participants -- -- (131,939) (23,238) (140,184) (191,735)
------------ ------------ ------------ ------------ ------------ ------------
TOTAL DEDUCTIONS (169,977) (764) (258,810) (97,833) (583,343) (862,555)
------------ ------------ ------------ ------------ ------------ ------------
INTERFUND TRANSFERS, NET (6,804,265) -- 490,672 183,562 4,067,097 292,682
NET INCREASE (DECREASE) (6,754,681) 186,188 679,173 359,548 3,767,978 443,953
NET ASSETS AVAILABLE, BEGINNING OF YEAR 6,754,681 -- 1,561,402 545,724 271,844 4,185,763
------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE, END OF YEAR $ -- $ 186,188 $ 2,240,575 $ 905,272 $ 4,039,822 $ 4,629,716
============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
SPECTRUM SPECTRUM SMALL CAP FIXED LOAN TOTAL
GROWTH INCOME VALUE FUND INTEREST FUND
FUND FUND CERTIFICATE #2
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO ASSETS ATTRIBUTED TO:
Participant contributions $ 820,058 $ 377,623 $ 287,003 $ -- $ -- $ 2,559,421
Employer contributions 67,225 34,484 21,923 -- -- 539,851
Interest and dividend income 70,567 222,287 17,366 257 -- 762,297
Realized and unrealized gain (loss) 659,513 (38,691) (259,280) -- 647,939
on investments
Loan repayments 100,240 68,365 22,237 -- (387,362) --
------------ ------------ ------------ ------------ ------------ ------------
TOTAL ADDITIONS 1,717,603 664,068 89,249 257 (387,362) 4,509,508
------------ ------------ ------------ ------------ ------------ ------------
DEDUCTIONS FROM ASSETS ATTRIBUTED TO:
Distributions to participants (628,260) (272,528) (138,303) (26,244) -- (2,547,017)
Administrative fees (135) (610) (407) -- -- (5,656)
Loans to participants (211,442) (160,430) (40,637) -- 899,605 --
------------ ------------ ------------ ------------ ------------ ------------
TOTAL DEDUCTIONS (839,837) (433,568) (179,347) (26,244) 899,605 (2,552,673)
------------ ------------ ------------ ------------ ------------ ------------
INTERFUND TRANSFERS, NET 1,091,762 180,797 502,465 (4,772) -- --
NET INCREASE (DECREASE) 1,969,528 411,297 412,367 (30,759) 512,243 1,956,835
NET ASSETS AVAILABLE, BEGINNING OF YEAR 5,164,476 2,538,108 1,031,192 30,759 599,426 22,683,375
------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE, END OF YEAR $ 7,134,004 $ 2,949,405 $ 1,443,559 $ -- $ 1,111,669 $ 24,640,210
============ ============ ============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 4
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1. DESCRIPTION OF PLAN
The following brief description of the Handy & Harman Savings Plan (the
"Plan") is provided for general information purposes only. Participants
should refer to the Plan document for a more complete description of
the Plan's provisions.
The Plan is a defined contribution plan subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"). The Plan's assets are
held in trust by T. Rowe Price Trust Company. The general operation and
administration of the Plan are carried out by the Administrative
Committee for the Plan (the "Committee").
Any employee of Handy & Harman and participating subsidiaries (the
"Company") who is not subject to a collective bargaining agreement of
the Company is eligible to become a member of the Plan after three
months of service.
On March 1, 1998, the Company entered into an Agreement and Plan of
Merger with WHX Corporation which was completed on April 13, 1998.
CONTRIBUTIONS
For each plan year, participants may contribute up to 15% of pretax
annual compensation, as defined in the Plan, not to exceed an annual
maximum as determined by Internal Revenue Service Rules and
Regulations. Participants may also rollover contributions from other
qualified defined benefit or contribution plans. The Company
contributes an amount equal to 50 percent of the first 3 percent of
base compensation that a participant contributes to the Plan.
From January 1, 1998 through March 1, 1998, the merger date, all
employer contributions were invested in Handy & Harman common stock. On
March 1, 1998, the employer matching contributions were made in cash
instead of Handy & Harman stock. This cash was invested in the T. Rowe
Price funds with the same allocation as the participants' contribution
election. In addition, all shares of Handy & Harman stock previously
owned by the Plan were tendered for cash. Beginning in September of
1998, all employer matching contributions were made to the WHX Stock
Fund.
Participant contributions may be further limited as the result of
nondiscrimination test criteria as defined by the Internal Revenue Code
of 1986, as amended.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 5
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The unit value of participant's accounts in a particular investment
fund is computed by dividing that particular investment fund's net
value by the total number of participant units in that investment fund.
The following is a summary of the number of participation units held in
each fund, the fair value per unit and the total fair value as of
December 31, 1998:
NUMBER OF FAIR VALUE PER TOTAL PLAN
UNITS / SHARES UNIT / SHARE FAIR VALUE
WHX Corporate Stock Fund 13,094.52 $10.06 $ 131,764
T. Rowe Price:
Stable Value Fund 2,206,752.57 1.00 2,206,753
International Stock Fund 59,442.16 14.99 891,038
Prime Reserve Fund 4,039,821.81 1.00 4,039,822
Capital Appreciation Fund 345,352.71 13.22 4,565,563
Spectrum Growth Fund 429,276.02 16.45 7,061,591
Spectrum Income Fund 253,051.00 11.50 2,910,087
Small Cap Value Fund 74,687.31 18.97 1,416,818
------------
$ 23,223,436
============
VESTING
Employees are immediately vested in the entire value of their accounts,
including employer contributions plus actual earnings thereon.
INVESTMENT OPTIONS
Each participant in the Plan elects to have his or her contributions
invested in any one or a combination of investment funds. These funds
are described as follows:
T. ROWE PRICE STABLE VALUE FUND - Managed portfolio that invests
primarily in U.S. Treasury Bills.
T. ROWE PRICE INTERNATIONAL STOCK FUND - Diversified portfolio of
non-U.S. equities.
T. ROWE PRICE PRIME RESERVE FUND - Actively managed portfolio with
investments in money market funds.
T. ROWE PRICE CAPITAL APPRECIATION FUND - Actively managed portfolio
of common stocks.
T. ROWE PRICE SPECTRUM GROWTH FUND - Diversified portfolio of other
T. Rowe Price funds which focuses on growth of capital.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 6
- --------------------------------------------------------------------------------
T. ROWE PRICE SPECTRUM INCOME FUND - Diversified portfolio of other
T. Rowe Price funds which focus on a high level of income.
T. ROWE PRICE SMALL CAP VALUE FUND - Small capitalization companies
that are growing rapidly, reasonably priced with a focus on high
returns.
Fixed Interest Certificate #2 represents a guaranteed investment
contract that was transferred from another plan on behalf of employees
at a subsidiary which was acquired during 1996. The investment in this
account was frozen and remained covered until the December 31, 1998
maturity date.
BENEFIT PAYMENTS
Participants can receive the full current value of their account upon
termination, including death or permanent and total disability.
Provision has been made to permit early withdrawal of the balance in an
account in the event of hardship, as defined by the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements have been prepared on the accrual basis
of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices, which
represent the net asset value of the shares held by the Plan at year
end. The Company stock is valued at its quoted market price.
Participant loans receivable are valued at cost, which approximates
fair value.
The Fixed Interest Certificate #2 represents a guaranteed investment
contract and is valued at contract value, which approximates fair
value. The average yield for the Fixed Interest Certificate #2 for the
period ending December 31, 1998 was 4.25%.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $500 up
to a maximum of 50 percent of their account balance, not to exceed
$50,000. Loan terms typically range from 1-5 years and are secured by
the balance in the participant's account. The interest rate on the loan
is prime plus 1% at the date of the loan application and through
payroll deductions, the principal and interest is repaid directly to
the participant's account.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 7
- --------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES
With the exception of trustee and investment counsel fees paid by the
Plan, all other administrative expenses are borne by the Company.
USE OF ESTIMATES
In accordance with generally accepted accounting principles, the Plan
has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent
assets and liabilities to prepare these financial statements. Actual
results could differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stocks, bonds, mutual funds, and other investment securities.
Investment securities are exposed to various risks, such as interest
rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is as least
reasonably possible that changes in risks in the near term would
materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits and
the statement of changes in nets assets available for plan benefits.
PRESENTATION
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
3. TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated February 22, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC).
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of plan termination, participants will become 100 percent vested in
their accounts.
In the event of termination, the trustee is not required to make any
distributions from the trust until such time as the IRS shall have
determined in writing that such termination will not adversely affect
the tax qualification of the Plan.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 8
- --------------------------------------------------------------------------------
5. RELATED PARTY TRANSACTIONS
At December 31, 1998, $23,091,672 was invested in funds managed by T.
Rowe Price, the Plan trustee. At December 31, 1998, $131,764 was
invested in WHX Corporation stock.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes Schedule I
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF INVESTMENT COST CURRENT
LESSOR OR SIMILAR PARTY VALUE
<S> <C> <C> <C>
*WHX Stock WHX Stock Fund $ 141,082 $ 131,764
*T. Rowe Price Stable Value Fund 2,206,753 2,206,753
*T. Rowe Price International Stock Fund 831,597 891,038
*T. Rowe Price Prime Reserve Fund 4,039,822 4,039,822
*T. Rowe Price Capital Appreciation Fund 4,852,272 4,565,563
*T. Rowe Price Spectrum Growth Fund 6,414,588 7,061,591
*T. Rowe Price Spectrum Income Fund 2,885,618 2,910,087
*T. Rowe Price Small Cap Value Fund 1,620,316 1,416,818
*Loans to participants Participant loans 1,111,669 1,111,669
---------- ---------
$ 24,103,717 $ 24,335,105
============= ============
</TABLE>
*Denotes party-in-interest
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions Schedule II
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
REALIZED
PARTY INVOLVED IDENTITY OF ISSUE NUMBER OF COST OF NUMBER PROCEEDS COST OF GAIN ON
PURCHASES PURCHASES OF SALES FROM SALES SALES SALES
<S> <C> <C> <C> <C> <C> <C> <C>
Handy & Harman Handy & Harman Stock 3 $ 136,492 25 $ 6,963,083 $ 3,129,789 $ 3,833,294
T. Rowe Price Stable Value Fund 60 1,014,956 81 346,051 346,051 -
Prime Reserve Fund 26 7,242,179 125 3,470,793 3,470,793 -
Small Cap Value Fund 65 1,115,187 53 361,451 355,143 6,308
Capital Appreciation Fund 66 1,946,783 105 1,061,952 983,999 77,953
Spectrum Income Fund 64 935,090 90 488,377 472,183 16,194
Spectrum Growth Fund 79 2,850,324 109 992,409 871,857 120,552
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No.333-64217) WHX Corporation 1997 Directors Stock Option
Plan, 1991 Incentive and Nonqualified Stock Option Plan of Wheeling-Pittsburgh
Corporation, Handy & Harman 401(k) Retirement Plan of our report dated June 29,
1999, relating to the financial statements, which appear in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
300 Atlantic Street
Stamford, CT 06901
June 29, 1999
