WHX CORP, DEF 14A, 1999-03-23

WHX CORP
DEF 14A, 1999-03-23
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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:

/ / 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 Rule 14a-11(c) or Rule
14(a)-12

WHX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than Registrant)

Payment of filing fee (check the appropriate box):

/X/ No fee required.
/-/ Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

<PAGE>

(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:

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<PAGE>

WHX CORPORATION
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022

------------------------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 14, 1999

------------------------------------------------------

To Our Stockholders:

We invite you to attend our annual stockholders' meeting on
April 14, 1999 at the Dupont Hotel, 11th & Market Streets, Wilmington, Delaware
19801 at 11:00 a.m. At the meeting, you will hear an update on our operations,
have a chance to meet some of our directors and executives, and will act on the
following matters:

1) To elect three (3) class III directors to a one
year term;
2) To ratify the appointment of PricewaterhouseCoopers
LLP as the Company's independent accountants for
fiscal 1999; and
3) Any other matters that properly come before the
meeting.

This booklet includes a formal notice of the meeting and the
proxy statement. The proxy statement tells you more about the agenda and
procedures for the meeting. It also describes how our Board of Directors
operates and gives personal information about our director nominees.

Only stockholders of record at the close of business on March
16, 1999 will be entitled to vote at the annual meeting. Even if you only own a
few shares, we want your shares to be represented at the annual meeting. I urge
you to complete, sign, date, and return your proxy card promptly in the enclosed
envelope.

We have also provided you with the exact place and time of the
meeting if you wish to attend in person.

Sincerely yours,

MARVIN L. OLSHAN
Secretary

Dated: New York, New York
March 22,1999

<PAGE>
WHX CORPORATION
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022

------------------------------------------------------

1999 PROXY TABLE OF CONTENTS

GENERAL INFORMATION ......................................................... 1
What is the Purpose of the Annual Meeting ................. 1
Who May Vote .............................................. 1
How to Vote ............................................... 1
How Proxies Work .......................................... 1
Revoking a Proxy .......................................... 2
Quorum .................................................... 2
Votes Needed .............................................. 2
Attending in Person ....................................... 2

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .............. 3

PROPOSAL NO. 1 (Election of Directors) ...................................... 6
List of Director Nominees ................................. 6
Other Directors ........................................... 7
Recommendation of the Board of Directors .................. 8
Meetings and Committees ................................... 8

MANAGEMENT ................................................................. 10
Executive Officers of the Company ........................ 10
Executive Compensation ................................... 11
Summary Compensation Table ............................... 11
Option Grants in Last Fiscal Year ........................ 12
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values ...................... 13
Long-term Incentive and Pension Plans .................... 13
Deferred Compensation Agreements ......................... 13
Employment Agreements .................................... 14
Report on Repricing of Options ........................... 14
Compensation Committee Interlock and Insider
Participation .......................................... 14
Management Agreement with WPN Corp. ...................... 15
1998 Compensation Committee Report on Executive
Compensation ........................................... 15
Common Stock Performance Graph ........................... 19

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................. 20
Management Agreement ..................................... 20

PROPOSAL NO. 2 (Independent Public Accountants)............................ 21
Recommendation of the Board of Directors.................. 21

SOLICITATION STATEMENT ..................................................... 21

STOCKHOLDER PROPOSALS....................................................... 21

-2-

<PAGE>

OTHER MATTERS............................................................... 21

ANNUAL REPORT............................................................... 22

-3-

<PAGE>

WHX CORPORATION
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022

------------------------------------------------------

1999 PROXY STATEMENT

GENERAL INFORMATION

This proxy statement contains information related to the
annual meeting of stockholders of WHX Corporation to be held on Wednesday, April
14, 1999, beginning at 11:00 a.m., at the Dupont Hotel, 11th & Market Streets,
Wilmington, Delaware 19801, and at any postponements or adjournments thereof.

ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the Company's annual meeting, stockholders will hear an
update on the Company's operations, have a chance to meet some of its directors
and executives and will act on the following matters:

1) To elect three (3) class III directors to a one year
term;
2) To ratify the appointment of PricewaterhouseCoopers LLP
as the Company's independent accountants for fiscal
1999; and
3) Any other matters that properly come before the meeting.

WHO MAY VOTE

Stockholders of WHX Corporation, as recorded in our stock
register on March 16, 1999, may vote at the meeting. As of this date, we had
16,963,265 shares of common stock eligible to vote. We have only one class of
voting shares. All shares in this class have equal voting rights of one vote per
share.

HOW TO VOTE

You may vote in person at the meeting or by proxy. We
recommend that you vote by proxy even if you plan to attend the meeting. You can
always change your vote at the meeting.

HOW PROXIES WORK

Our Board of Directors is asking for your proxy. Giving us
your proxy means you authorize us to vote your shares at the meeting in the
manner you direct. You may vote for all, some, or none of our director nominees.
You may also vote for or against the other proposal or abstain from voting.

If you sign and return the enclosed proxy card but do not
specify how to vote, we will vote your shares in favor of all our director
nominees and in favor of the ratification of the appointment of
PricewaterhouseCoopers LLP as the independent accountants.

You may receive more than one proxy or voting card depending
on how you hold your shares. If you hold shares through someone else, such as a
stockbroker, you may get materials from them asking

<PAGE>

how you want to vote. The latest proxy card we receive from you will determine
how we will vote your shares.

REVOKING A PROXY

There are three ways to revoke your proxy. First, you may
submit a new proxy with a later date up until the existing proxy is voted.
Secondly, you may vote in person at the meeting. Lastly, you may notify our
corporate secretary in writing at 110 East 59th Street, New York, New York
10022.

QUORUM

In order to carry on the business of the meeting, we must have
a quorum. This means at least a majority of the outstanding shares eligible to
vote must be represented at the meeting, either by proxy or in person. Shares
that we own are not voted and do not count for this purpose.

VOTES NEEDED

The director nominees receiving a majority of the votes cast
during the meeting will be elected to fill the seats of our Class III Directors.
For the other proposals to be approved, we require the favorable vote of a
majority of the votes cast. Only votes for or against a proposal count. Votes
which are withheld from voting on a proposal will be excluded entirely and will
have no effect in determining the quorum or the majority of votes cast.
Abstentions and broker non-votes count for quorum purposes only and not for
voting purposes. Broker non-votes occur when a broker returns a proxy but does
not have the authority to vote on a particular proposal. Brokers that do not
receive instructions are entitled to vote on the election of directors and the
ratification of the auditors.

ATTENDING IN PERSON

Only stockholders, their proxy holders, and our invited guests
may attend the meeting. If you wish to attend the meeting in person but you hold
your shares through someone else, such as a stockbroker, you must bring proof of
your ownership and an identification with a photo at the meeting. For example,
you could bring an account statement showing that you owned WHX Corporation
shares as of March 16, 1999 as acceptable proof of ownership.

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<PAGE>

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning
ownership of the Common Stock of WHX Corporation (the "Company") outstanding at
March 16, 1999, by (i) each person known by the Company to be the beneficial
owner of more than five percent of its 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.

Percentage
Name And Address 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................................ 2,991,816 17.6%
Lazard Freres & Co. LLC (4)
30 Rockefeller Plaza
New York, New York 10020................................ 1,521,000 9.0%
Founders Financial Group, L.P.
53 Forest Avenue
Old Greenwich, Connecticut 06870 (5)................... 1,459,549 8.6%
WPN Corp.
110 E. 59th Street
New York, New York 10022............................... 1,362,816(6) 7.5%
Donald Smith & Co., Inc. (7)
East 80, Route 4
Paramus, New Jersey 07652............................... 1,350,000 8.0%
Dimensional Fund Advisors Inc. (8)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401.......................... 1,275,325 7.5%
Gabelli Funds, Inc. (9)
One Corporate Center,
Rye, New York 10580..................................... 1,161,301 6.8%
Alliance Capital Management L.P. (10)
1290 Avenue of the Americas
New York, New York 10104................................ 1,162,100 6.8%
Dewey Square Investors Corporation (11)
One Financial Center
Boston, Massachusetts 02111............................. 866,419 5.1%
Ronald LaBow ........................................... 1,362,816(6) 7.5%
Neil D. Arnold.......................................... 40,333(12) *
Paul W. Bucha........................................... 57,000(12) *
Robert A. Davidow....................................... 90,368(13) *
William Goldsmith....................................... 48,333(12) *
Robert D. LeBlanc....................................... 105,569(14) *
Marvin L. Olshan........................................ 49,333(13) *
Raymond S. Troubh....................................... 45,667(12) *
James G. Bradley........................................ 86,667(12) *

</TABLE>

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<PAGE>

Percentage
Name And Address Of Beneficial Owner(1) Shares Beneficially Owned of Class(2)
--------------------------------------- ------------------------- -----------

<S> <C> <C>
Howard A. Mileaf........................................ 25,000(12) *
Arnold Nance............................................ 34,883(15) *
John R. Scheessele...................................... 0 0
All Directors and Executive Officers as a Group
(13 persons).......................................... 1,959,302(16) 10.5%
- -------------------
</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 March 16, 1999 of
16,963,265 shares.
(3) Based on a Schedule 13G/A filed in February 1999, Merrill Lynch & Co.,
Inc. ("ML&Co.") on behalf of Merrill Lynch Asset Management Group
("AMG"), Merrill Lynch Variable Series Fund, Inc./Basic Value Focus
("MLVSF") and Merrill Lynch Phoenix Fund, Inc. ("Phoenix")
collectively beneficially hold 2,991,816 shares of Common Stock. This
amount includes Common Stock issuable upon their conversion of
Preferred Stock. The address of MLVSF and Phoenix is 800 Scudders Mill
Road, Plainsboro, New Jersey 08536.
(4) Based on a Schedule 13G/A filed in February 1999, Lazard Freres & Co.
LLC beneficially holds 1,521,000 shares of Common Stock.
(5) Based on a Schedule 13G/A filed in February 1999, Founders Financial
Group, L.P, Forest Investment Management LLC/ADV, Michael A. Boyd,
Inc. and Michael A. Boyd collectively beneficially hold 1,459,549
shares of Common Stock.
(6) Based on a Schedule 13D filed jointly in December 1997 by WPN Corp.,
Ronald LaBow, Stewart E. Tabin and Neale X. Trangucci. Includes
1,251,166 shares of Common Stock issuable upon exercise of options
within 60 days hereof. Ronald LaBow, the Company's Chairman, is the
sole stockholder of WPN Corp. Consequently, Mr. LaBow may be deemed to
be the beneficial owner of all shares of Common Stock owned by WPN
Corp. Mr. LaBow disclaims beneficial ownership of the options to
purchase 400,000 shares of Common Stock held by WPN Corp. as nominee
for Messrs. Tabin and Trangucci, 266,666 of which are exercisable
within 60 days hereof. Messrs. Tabin and Trangucci are officers and
directors of WPN Corp. and disclaim beneficial ownership of all shares
of Common Stock owned by WPN Corp., except for options to purchase the
400,000 shares of Common Stock held by WPN Corp. as nominee for
Messrs. Tabin and Trangucci, 266,666 of which are exercisable within
60 days hereof. Each of Messrs. Tabin and Trangucci holds options,
exercisable within 60 days hereof, to purchase 368,333 shares of
Common Stock.
(7) Based on Schedule 13G filed in February 1999, Donald Smith & Co., Inc.
beneficially holds 1,350,000 shares of Common Stock.
(8) Based on a Schedule 13G filed in February 1999, Dimensional Fund
Advisors Inc. beneficially holds 1,275,325 shares of Common Stock.
(9) Based on a Schedule 13D/A filed in January 1999, Gabelli Funds, Inc.,
GAMCO Investors, Inc., Gabelli International Limited, Gabelli
Advisers, Inc., Mario J. Gabelli and Marc J. Gabelli collectively
beneficially hold 1,161,301 shares of Common Stock. This amount
includes Common Stock issuable upon their conversion of Preferred
Stock.

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<PAGE>

(10) Based on a Schedule 13G filed jointly in February 1999, Alliance
Capital Management, L.P., AXA, AXA Assurances I.A.R.D. Mutuelle
("AXAAIM"), AXA Assurances Vie Mutuelle ("AXAAVM"), AXA Conseil Vie
Assurance Mutuelle ("AXACVAM"), AXA Courtage Assurance Mutuelle
("AXACAM") and The Equitable Companies, Inc. collectively beneficially
hold 1,162,100 shares of Common Stock. The address of AXA is 9 Place
Vendome 75001 Paris, France. The address of AXAAIM and AXAAVM is 21,
rue de Chateaudun 75009 Paris, France. The address of AXACVAM is
100-101 Terrasse Boieldieu 92042 Paris La Defense, France. The address
of AXACAM is 26, rue Louis le Grand 75002 Paris, France.
(11) Based on a Schedule 13G/A filed in January 1998, Dewey Square
Investors Corp. beneficially holds 866,419 shares of Common Stock.
This amount includes Common Stock issuable upon their conversion of
Preferred Stock.
(12) Consists of shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(13) Includes 48,333 shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(14) Includes 86,667 shares of Common Stock issuable upon their exercise of
options within 60 days hereof, 11,000 shares of Common Stock, and
approximately 4,902 shares of Common Stock issuable upon conversion of
2,000 shares of Series B Preferred Stock owned directly by Mr.
LeBlanc, and 3,000 shares of Common Stock held by Mr. LeBlanc's spouse
and children
(15) Includes 33,333 shares of Common Stock issuable upon their exercise of
options within 60 days hereof, and approximately 570 shares of Common
Stock issuable upon conversion of 180 shares of Series A Preferred
Stock and approximately 980 shares of Common Stock issuable upon
conversion of 400 shares of Series B Preferred Stock held by Mr.
Nance's children.
(16) Includes 1,784,165 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.

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<PAGE>
PROPOSAL NO. 1

ELECTION OF DIRECTORS

At the 1996 Annual Meeting of Stockholders, the stockholders
approved an amendment to the Company's Certificate of Incorporation and Bylaws
to, inter alia, provide for the classification of the Board of Directors into
three classes. The term of the current Class III Directors expires at the 1999
Annual Meeting of Stockholders (the "Meeting") and when their successors are
duly elected and shall have qualified. All nominees are currently Class III
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 be also voted for a substitute nominee selected by the Board of
Directors.

Unless authority is specifically withheld, proxies will be
voted for the election of the nominees named below, to serve as Class III
Directors of the Company for a term of office to expire at the third succeeding
Annual Meeting of Stockholders and until their successors have been duly elected
and qualified. Class III Directors shall be elected by a plurality of the votes
cast, in person or by proxy, at the Meeting. The Company's Board of Directors
appointed Robert D. LeBlanc as a Class I Director in 1999 to replace Mr. John
Scheessele, who had resigned as a director. The Class I and Class II Directors
will continue to serve their respective terms, with the two Class I Directors
having a term that will expire at the 2000 Annual Meeting of Stockholders of the
Company and the three Class II Directors having a term that will expire at the
2001 Annual Meeting of Stockholders of the Company.

The names of the nominees and certain information concerning
them are set forth:
<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 Director since 50 1992
December 1996 and Executive Vice
President, Corporate Development from
September 1996 through December 1996 of
Lucas Varity plc, Senior Vice President
and Chief Financial Officer from July
1990 through September 1996 of Varity
Corporation. Lucas Varity plc designs,
manufactures and supplies advanced
technology systems, products and services
in the world's automotive and aerospace
industries.

Robert A. Davidow III DIRECTOR AND VICE CHAIRMAN OF THE BOARD. 56 1992
Private investor since January 1990. Mr.
Davidow is also a director of Arden
Group, Inc., a supermarket holding
company.

Ronald LaBow III CHAIRMAN OF THE BOARD. President, Stonehill 64 1991
Investment Corp. since February 1990. Mr.
LaBow is also a director of Regency
Equities Corp., a real estate company,
and an officer and director of WPN Corp.,
a financial consulting company.

</TABLE>

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<PAGE>

The names of the Class I and Class II Directors, whose terms
expire at the 2000 and 2001 Annual Meeting of Stockholders of the Company,
respectively, who are currently serving their terms are set forth below:

<S> <C> <C> <C>
Paul W. Bucha II DIRECTOR. Chairman of the Board of Wheeling- 55 1993
Pittsburgh Steel Corporation ("WPSC") since
April 1998. President, Paul W. Bucha &
Company, Inc., an international marketing
consulting firm from 1979 to April 1998;
President, BLHJ, Inc., an international
consulting firm, from July 1991 to April
1998; President, Congressional Medal of Honor
Society of U.S., since September 1995.

William Goldsmith I DIRECTOR. Management and Marketing Consultant 80 1987
Consultant since 1984; Chairman of the Board
of Nucon Energy Corp. since 1998 and 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.

Robert D. LeBlanc I DIRECTOR. Executive Vice President of the 49 1999
Company since April 1998. President and Chief
Executive Officer of Handy & Harman ("H&H")
since April 1998. (H&H was acquired by the
Company in April 1998). President and Chief
Operating Officer of H&H from July 1997 to
April 1998. Executive Vice President of H&H
from November 1996 to July 1997. Executive
Vice President of Elf Atochem North America,
Inc. from January 1994 to November 1996.
Director of Church & Dwight Co., Inc., a
consumer products and specialty chemical
company.

Marvin L. Olshan II DIRECTOR AND, SINCE 1991, SECRETARY OF THE 71 1991
COMPANY. Partner, Olshan Grundman Frome
Rosenzweig & Wolosky LLP, since 1956.

-7-
</TABLE>

<S> <C> <C> <C>
Raymond S. Troubh II DIRECTOR. Financial Consultant for in excess 72 1992
of past five years. Mr. Troubh is also a
director of 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, Starwood Hotels &
Resorts, and Triarc Companies, Inc.,
restaurants and soft drinks. Trustee of
Microcap Liquidating Trust and Petrie Stores
Liquidating Trust.
</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").

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 on nine occasions and took action
by unanimous written consent on four occasions during the fiscal year ended
December 31, 1998. 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 eight occasions
during the fiscal year ended December 31, 1998. 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 Neil D. Arnold, Robert A. Davidow and Raymond S. Troubh
. The Audit Committee met on five occasions during the fiscal year ended
December 31, 1998. 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 Interest Policy. The members of
the Compensation Committee are Robert A. Davidow, William Goldsmith and Marvin
L. Olshan. The Compensation Committee met on four occasions during the fiscal
year ended December 31, 1998. The Compensation Committee reviews compensation
arrangements and personnel matters. The members of the Nominating Committee are
Ronald LaBow, Marvin L. Olshan,

-8-

<PAGE>

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, 1998.
The Nominating Committee recommends nominees to the Board of Directors of the
Company. The members of the Stock Option Committee are Raymond S. Troubh and
Robert A. Davidow. The Stock Option Committee administers the granting of stock
options under the 1991 Plan. The Stock Option Committee took action by unanimous
written consent on seven occasions during the fiscal year ended December 31,
1998.

Directors of the Company who are not employees of the Company
or its subsidiaries 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 of the Company (other than the
Chairman of the Board or directors who are employees of the Company or its
subsidiaries) 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 (the "1993 Plan"). All directors of the
Company permitted to participate in the 1993 Plan have received the maximum
number of shares permitted to be issued thereunder. In addition, directors of
the Company (other than the Chairman of the Board or directors who are employees
of the Company or its subsidiaries) also received options to purchase 25,000
shares of Common Stock on December 1, 1997 and receive options to purchase 5,000
shares of Common Stock per annum on the date of each annual meeting of
Stockholders (commencing with the 1998 Annual Meeting of Stockholders) up to a
maximum of 40,000 shares of Common Stock pursuant to the Company's 1997
Directors 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
Company's 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 Company's disinterested directors. 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. In 1998, WPN received a monthly
fee of $458,333.33 from January 1 until April 13 and $520,833.33 from April 14
until December 31. In addition, in September 1998 the Board of Directors awarded
WPN an additional bonus of $3,750,000 in recognition of the extraordinary
returns earned by WPN on behalf of the Company in its management of the
Company's cash and marketable securities. In August 1997, the Company granted
WPN options to acquire 1,000,000 shares of Common Stock and a cash bonus of
$300,000. Such options are held by WPN as nominee for Ronald LaBow, Stewart E.
Tabin and Neale X. Trangucci, each of whom is an officer of WPN and has the
right to acquire 600,000, 200,000 and 200,000 shares, respectively, of Common
Stock. WPN Corp. also receives certain benefits from financial intermediaries
which it transacts business with on behalf of the Company in the form of
research materials and services, which are used by WPN Corp. on behalf of the
Company and in connection with its other activities. For the fiscal year 1998,
the amount of such reimbursement was approximately $75,000. 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. See "Executive
Officers --Management Agreement with WPN."

-9-

<PAGE>

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 directors.

<TABLE>
<CAPTION>
Principal Occupation For The Past
Name Five Years And Current Public Directorships Age
- ---- ------------------------------------------- ---

<S> <C> <C>
James G. Bradley EXECUTIVE VICE PRESIDENT. Executive Vice President of the 54
Company and President and Chief Executive Officer of WPSC
since April 1998. President and Chief Operating Officer of
Koppel Steel Company from October 1997 to April 1998. Vice
President of the Company from October 1995 to October 1997;
Executive Vice President-Operations of WPSC from October 1995
to October 1997; Vice President-Operations of International
Mill Service from May 1992 to October 1995. Director of
WesBanco, Inc. since August 1998.

Paul J. Mooney VICE PRESIDENT. Vice President of the Company and Executive 47
Vice President and Chief Financial Officer of WPC and WPSC
since October 1997. National Director of Cross Border Filing
Services with the Accounting, Auditing and SEC Services
department of PricewaterhouseCoopers LLP from July 1996 to
November 1997. Accounting and Business Advisory Services
Department--Pittsburgh Site Leader of PricewaterhouseCoopers
LLP from 1988 until June 1996. Client Service and Engagement
Partner of PricewaterhouseCoopers LLP from 1985 until
November 1997.

Howard Mileaf VICE PRESIDENT -- GENERAL COUNSEL. Vice President -- General 62
Counsel of the Company since May 1998; Vice President --
Special Counsel of the Company from April 1993 to April 1998.
Trustee/Director of Neuberger Berman Equity Mutual Funds,
since 1984.

Arnold Nance VICE PRESIDENT -- FINANCE. Vice President -- Finance since 42
April 1998. Vice President of Development and Planning of
Handy & Harman since May 1998. Special Assistant to the
Chairman of the Board of Directors since November 1995. Vice
President of Wheeling-Pittsburgh Radio Corporation from July
1993 to November 1995. Vice President and Chief Financial
Officer of SH Holdings, Inc. from May 1991 through July 1993.

</TABLE>
-10-

<PAGE>

EXECUTIVE COMPENSATION

Summary Compensation Table. The following table sets forth,
for the fiscal years indicated, all compensation awarded to, paid to or earned
by the following type of executive officers for the fiscal years ended 1996,
1997 and 1998: (i) individuals who served as, or acted in the capacity of, the
Company's chief executive officer for the fiscal year ended December 31, 1998.
John R. Scheessele served as the Company's chief executive officer until the
termination of his employment on April 21, 1998. Messrs. Bradley and LeBlanc
currently serve as Co-Principal Executive Officers, with Mr. Bradley having
primary responsibility for the operations of WPSC and Mr. LeBlanc having primary
responsibility for the operations of H&H; and (ii) the Company's other most
highly compensated executive officers, which together with the Co-Principal
Executive Officers are the five most highly compensated officers of the Company
whose salary and bonus exceeded $100,000 with respect to the fiscal year ended
December 31, 1998 and who were employed at the end of fiscal year 1998. The
Company did not have any executive officer, other than Mr. Scheessele, whose
salary and bonus exceeded $100,000 with respect to the fiscal year ended
December 31, 1998 and who was not the Company's employee at the end of fiscal
year 1998. Please note that Messrs. LeBlanc, Bradley and Scheessele and the
executive officers identified in (ii) above are collectively referred to as the
"Named Executive Officers."

SUMMARY COMPENSATION TABLE

Name and Principal Position Annual Compensation Compensation
- ------------------------------ ------------------------------------- --------------

Other Annual Securities All Other
Salary Bonus Compensation Underlying Compensation
Year ($) ($)(1) ($)(2) Options (#) ($)(3)
---- ----- ------- -------- ----------- ------------

<S> <C> <C> <C> <C> <C> <C>
James G. Bradley ............. 1998 277,436 150,000 46,445(5) 260,000 10,767
Executive Vice President(4) .. 1997 133,333 53,333(6) -- 65,000 5,260
1996 160,000 -- -- 10,000 2,922
Robert D. LeBlanc ............ 1998 298,469 150,000 -- 260,000 121,043(8)
Executive Vice President (7) . 1997 -- -- -- -- --
1996 -- -- -- -- --
John R. Scheessele ........... 1998 156,923 -- -- -- 1,178,110(10)
President (9) ................ 1997 358,974 -- 133,250(11) 240,000(12) 49,333(13)
1996 -- -- -- -- --
Paul Bucha ................... 1998 238,923 150,000 -- 50,000 12,537
Chairman of the Board ........ 1997 -- -- -- -- --
Wheeling-Pittsburgh Steel .... 1996 -- -- -- -- --
Corporation (14)

Arnold Nance ................. 1998 282,154 105,000 42,172(15) 100,000 7,308
Vice President-Finance ....... 1997 140,000 -- -- -- 2,914
1996 140,000 -- -- -- 1,844
Howard A. Mileaf ............. 1998 120,000 1,080,000 -- -- 14,623
Vice President-General Counsel 1997 120,000 140,000 -- -- 6,998
1996 120,000 40,000 -- -- 6,264
</TABLE>

- ---------

(1) Mr. Mileaf was granted a bonus during 1998 for his performance relative
to an insurance company settlement, as a result of which the Company
received gross proceeds of in excess of $16.0 million. Messrs. LeBlanc
and Nance were granted bonuses pursuant to the H&H Management Incentive
Plan. Messrs. Bradley, LeBlanc, Bucha and Nance were granted bonuses in
1999 for services performed in the prior year. All bonus amounts have
been attributed to the year in which the services were performed.

-11-

<PAGE>

(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 pension plans.
(4) Resigned from the Company's employment effective October 31, 1997.
Effective April 23, 1998, Mr. Bradley replaced John R. Scheessele as
President and Chief Executive Officer of WPSC.
(5) Includes membership dues of $31,355.
(6) Represents retention bonus paid upon conclusion of the strike by the
United Steel Workers of America.
(7) Mr. LeBlanc's employment with the Company commenced in April 1998 as a
result of the H&H acquisition.
(8) Includes the value of awards under the H&H Long-Term Incentive Plan
aggregating $120,097, half of which vested in February 1999 and half of
which will vest in January 2000, and insurance premiums of $946 the
Company paid in 1998.
(9) Mr. Scheessele's employment with the Company commenced February 2, 1997
and terminated April 21, 1998.
(10) Includes a severance payment of $1,169,315 pursuant to Mr. Scheessele's
employment agreement.
(11) Includes relocation allowance of $87,865 and membership dues of
$37,930.
(12) Mr. Scheessele's options were terminated in 1998 upon the termination
of his employment with the Company.
(13) Includes insurance premiums of $45,000 the Company paid in 1997.
(14) Mr. Bucha's employment with the Company commenced April 23, 1998.
(15) Includes relocation allowance of $40,411.

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, 1998.

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 (#)(1) Fiscal Year ($/Sh) Date 5%($) 10%($)
---- -------------- ------------- ------- ------ ----- ------

<S> <C> <C> <C> <C> <C> <C>
James G. Bradley.................... 260,000 23.8% $16.625 04/23/08 2,718,396 6,888,952
Robert D. LeBlanc................... 260,000 23.8% $16.625 04/23/08 2,718,396 6,888,952
John R. Scheessele.................. 0 -- -- -- -- --
Paul Bucha.......................... 50,000 4.6% $16.625 04/23/08 522,768 1,324,798
Arnold Nance........................ 100,000 9.6% $16.625 04/23/08 1,045,537 2,649,592
Howard A. Mileaf.................... 0 -- -- -- -- --
- -------------------

</TABLE>

(1) 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 April 23, 1998.

-12-

<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, 1998.

<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-
Unexercised Options at 1998 Fiscal Money Options at 1998 Fiscal
Year-End(#) Year-End($)(1)
Exercisable/Unexercisable Exercisable/Unexercisable
Name ---------------------------------- ----------------------------
- ----
<S> <C> <C>
James G. Bradley................... 0/260,000 0/0
Robert D. LeBlanc.................. 0/260,000 0/0
John R. Scheessele................. 0/0(2) 0/0
Paul Bucha......................... 40,333/74,667 2,507/501
Arnold Nance....................... 0/100,000 0/0
Howard A. Mileaf................... 25,000/0 0/0

</TABLE>

- -------------------
(1) On December 31, 1998, the last reported sales price of the Common Stock
as reported on the New York Stock Exchange Composite Tape was $10.063.
(2) Options terminated in 1998 upon the termination of Mr. Scheessele's
employment with the Company

Long-Term Incentive and Pension Plans. Other than as
described below, the Company does not have any long-term incentive or defined
benefit pension plans.

In 1998, H&H maintained a Long Term Incentive Plan ("LTIP"),
which is a performance-based plan where every other year key executives of H&H
earned the right to receive shares of H&H common stock based on achievement of
preestablished financial and individual performance goals. LTIP participants are
selected by H&H's Compensation Committee and include the five highest paid
officers of H&H.

The LTIP established overlapping cycles with each cycle
encompassing five fiscal years. All previous awards had been paid in April 1998
prior to H&H's acquisition by the Company. On December 31, 1998 the current LTIP
cycle was terminated. At the time of termination, the awards which had been
earned under the LTIP were determined to be paid half in February 1999 and half
in February 2000. Mr. LeBlanc, the only Named Executive Officer who is a
participant in the LTIP, is entitled to total awards of $120,097 under the LTIP.
A plan to replace the LTIP is being formulated by the Company.

Deferred Compensation Agreements. Except as described in the
next paragraph with respect to the employment agreements of Messrs. Scheessele,
Bradley, LeBlanc and Nance, 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.

-13-

<PAGE>

Employment Agreements. Mr. John R. Scheessele commenced
employment as President of the Company, President of WPC and President, Chairman
of the Board and Chief Executive Officer of WPSC pursuant to a three-year
employment agreement, dated as of February 7, 1997, which was to be
automatically extended for successive three-year periods unless earlier
terminated pursuant to the provisions of such agreement. The agreement provided
for an annual salary to Mr. Scheessele of $400,000 and an annual bonus to be
awarded at sole discretion of the Company. In addition, the employment agreement
provided that Mr. Scheessele will receive the cash surrender value of life
insurance contracts purchased by the Company upon termination of his employment.
On April 21, 1998, Mr. Scheessele's employment was terminated by the Company.
Pursuant to the terms of Mr. Scheessele's employment agreement, upon termination
he was paid $1,200,000 and is entitled to receive other specified benefits for a
period of one year from the date of termination.

Mr. James G. Bradley became President and Chief Executive
Officer of WPSC and Executive Vice President of the Company upon Mr.
Scheessele's termination pursuant to a three-year employment agreement dated as
of April 23, 1998, which will be automatically extended for successive
three-year periods unless earlier terminated pursuant to the provisions of such
agreement. The agreement provides for an annual salary to Mr. Bradley of
$400,000 and an annual bonus to be awarded at the Company's sole discretion. Mr.
Bradley was granted a bonus of $150,000 in 1999 for services performed in 1998.
In the event that Mr. Bradley's employment is terminated by the Company other
than with cause, he will receive a payment of $1,200,000.

Mr. Robert D. LeBlanc became Executive Vice President of the
Company pursuant to a three-year employment agreement dated as of April 7, 1998,
which will be automatically be extended for successive two-year periods unless
earlier terminated pursuant to the provisions of such agreement. The agreement
provides for an annual salary to Mr. LeBlanc of no less than $400,000 and an
annual bonus to be awarded at the Company's sole discretion. Mr. LeBlanc was
granted a bonus of $150,000 in 1999 for services performed in 1998. In the event
that Mr. LeBlanc's employment is terminated by the Company other than with
cause, he will receive a payment of two year's salary at the highest rate in
effect for the twelve preceding months plus two times his average bonus during
the last three preceding years.

Mr. Arnold Nance became Vice President, Planning and
Development of H&H pursuant to a one-year employment agreement with H&H dated as
of May 1, 1998, which was amended as of December 21, 1998 and which will be
automatically be extended for successive one-year periods unless earlier
terminated pursuant to the provisions of such agreement. The agreement provides
for an annual salary to Mr. Nance of $210,000 and an annual bonus to be awarded
at the Company's sole discretion. Mr. Nance was granted a bonus of $105,000 in
1999 for services performed in 1998. In the event that Mr. Nance's employment is
terminated by the Company other than with cause, he will receive a payment of
one year's salary at the highest rate in effect during the 12 preceding months.

Report on Repricing of Options. The stock options granted
previously under any of the Company's plan were not repriced in the fiscal year
ended 1998.

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, 1998. Mr. Olshan is a member of Olshan Grundman Frome Rosenzweig &
Wolosky LLP, which the Company has retained as outside general counsel since
January 1991. The Company has paid such firm approximately $1,996,916 during the
fiscal year ended December 31, 1998.

-14-

<PAGE>

Management Agreement with WPN Corp. Pursuant to the
Management Agreement, approved by a majority of the Company's disinterested
directors, 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. 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 the Company's accounting
and financial functions and review and supervision of the Company's reporting
obligations under Federal and state securities laws. For the fiscal year 1998,
WPN received a monthly fee of $458,333.33 from January 1 until April 13 and
$520,833.33 from April 14 until December 31. In addition, in September 1998 the
Company also awarded a $3,750,000 bonus to WPN in recognition of the
extraordinary returns earned by WPN on behalf of the Company in its management
of the Company's cash and marketable securities. In August 1997, the Company
granted WPN options to acquire 1,000,000 shares of Common Stock and a cash bonus
of $300,000. Such options are held by WPN as nominee for Ronald LaBow, Stewart
E. Tabin and Neale X. Trangucci, each of whom is an officer of WPN, and has the
right to acquire 600,000, 200,000 and 200,000 shares, respectively, of Common
Stock. None of these options were exercised in 1998. 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. WPN Corp. also receives certain benefits from
financial intermediaries which it transacts business with on behalf of the
Company in the form of research materials and services, which are used by WPN
Corp. on behalf of the Company and in connection with its other activities. For
the fiscal year 1998, the amount of such reimbursement was approximately
$75,000. 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 from unaffiliated entities.

1998 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. Messrs. Davidow, Olshan and Goldsmith serve as members of the
Compensation Committee. The Stock Option Committee is responsible for the
administration and award of stock options under the 1991 Plan. Messrs. Davidow
and Troubh serve as members of the Stock Option Committee. Both Messrs. Davidow
and Troubh are non-employee directors of the Company, as defined under Rule
16b-3 of the 1934 Exchange Act, as amended. Mr. Davidow serves as Chairman of
the Compensation Committee. The Compensation Committee met four times during the
fiscal year ended December 31, 1998.

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

-15-

<PAGE>

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 (the "Code").

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. Base salary
compensation of executive officers is reviewed annually by the Compensation
Committee, and recommendations of the Compensation Committee in that regard are
acted upon by the Board of Directors. 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
comparable holding companies of industrial businesses.

Incentive Compensation

1998 WPSC SALARY BONUS PLAN
---------------------------

The purpose of the 1998 WPSC Salary Bonus Plan (the "WPSC
Bonus Plan"), which was adopted by the Company in 1998, was to reward those
employees that demonstrate outstanding performance in the pursuit of pre-defined
WPSC objectives. For the second half of 1998, all of WPSC's then executive
officers other than its President and Chairman of the Board were participants in
the WPSC Bonus Plan for salaried employees (aggregating approximately 825
employees). The bonus pool available for distribution was based on achieving an
operating income for the second half of 1998 of $32 per ton. Achieving the
target would create a pool of $1,000,000. An additional 15% of operating income
exceeding the $32 per ton target would also be available for distribution. The
Company believes that this plan effectively rewards employees based on the
financial success of WPSC. The operating income per ton for the second half of
1998 was below the target primarily as a result of severely depressed prices.
Accordingly, no funds were available to salaried employees of WPSC pursuant to
the WPSC Bonus Plan.

H&H MANAGEMENT INCENTIVE PLAN
-----------------------------

H&H, which the Company acquired in April
1998 and which is now a wholly owned subsidiary of the Company, maintains a
Management Incentive Plan ("MIP"), which is an annual incentive program that
rewards selected officers and other key employees each year based on their
contributions to the profits of H&H. Prior to the start of each plan year, H&H's
Chief Executive Officer recommends those officers designated as plan
participants for the upcoming year. Final selection of each participant rests
with H&H's Compensation Committee. For the 1998 fiscal year, 6 officers of H&H
were selected for participation in the MIP.

The available incentive pool for officers
and selected corporate management participants for the 1998 fiscal year was
determined by a formula that represented on a pro forma basis seven and one half
percent of consolidated pre-tax earnings of H&H in excess of 15 percent of
stockholders' equity. An individual participant's awards may not exceed 100
percent of the participant's salary in the fiscal year for which the award was
earned. If the excess earnings criterion is not met, at the sole discretion of
the H&H

-15-

<PAGE>

Compensation Committee, based upon the recommendation of H&H's Chief Executive
Officer, an amount may be provided for awards to participants to recognize
overall effort of achieving objectives which enhance H&H's long-term growth
potential. However, any discretionary award may not increase an employee's total
incentive award under this provision to an amount in excess of 25 percent of the
participant's base salary.

For the 1998 fiscal year, incentive awards to officers ranged
from 24 percent to 63 percent of base salary. Messrs. LeBlanc and Nance, the
only Named Executive Officers who are participants in the MIP, received awards
of $150,000 and $105,000, respectively, in 1999 for their services in 1998.

OTHER INCENTIVE COMPENSATION
----------------------------

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. Mr. Bradley and Mr. Bucha were each
granted a discretionary bonus of $150,000 in 1999 for their services in 1998. In
connection with his performance in resolving certain of the Company's
outstanding claims against insurance carriers, as a result of which the Company
received gross proceeds of in excess of $16.0 million, Mr. Mileaf, who is not a
participant in the WPSC Bonus Plan or the MIP, was awarded a bonus of $1,080,000
in 1998.

Compensation of Chief Executive Officer

Mr. John R. Scheessele assumed the position as the Company's
President in February 1997 with an annual salary of $400,000 per annum. As
described in the Employment Agreements section above, Mr. Scheessele's annual
base salary of $400,000 was determined by contract. In determining such amount,
the Board of Directors considered the responsibilities performed by Mr.
Scheessele as President of the Company and Chairman of the Board and Chief
Executive Officer of WPSC, the performance of Mr. Scheessele in managing and
directing the Company's operations, the efforts by Mr. Scheessele in assisting
the Company to improve its capital base and financial condition, a competitive
assessment of survey data of other steel producers as it relates to the
Company's performance versus other integrated steel producers, and the
evaluation of the other factors described in "Salaries" above. Mr. Scheessele's
employment with the Company was terminated in April 1998. Mr. Scheessele was
succeeded by Mr. James D. Bradley as President and Chief Executive Officer of
WPSC. See "Executive Compensation - Employment Agreements" for a description of
Mr. Scheessele's employment agreement with the Company. The Board of Directors
did not award Mr. Scheessele a bonus in 1998.

Mr. Bradley assumed the position as the Company's Executive
Vice President and President and Chief Executive Officer of WPSC in April 1998
upon Mr. Scheessele's termination, with an annual salary of $400,000. Mr.
LeBlanc became President and Chief Executive Officer of H&H and Executive Vice
President of the Company in April 1998. Mr. Bradley and Mr. LeBlanc currently
serve as the Company's

-16-

<PAGE>

Co-Principal Executive Officers, with Mr. Bradley having primary responsibility
for the operations of WPSC and Mr. LeBlanc having primary responsibility for the
operations of H&H. As described in the Employment Agreements section above, Mr.
Bradley's and Mr. LeBlanc's annual base salaries of $400,000 were determined by
contract. In determining such amount, the Board of Directors considered the
responsibilities performed by Messrs. Bradley and LeBlanc as Executive Vice
Presidents of the Company, Mr. Bradley's responsibilities as President and Chief
Executive Officer of WPSC, Mr. LeBlanc's responsibilities as President and Chief
Executive Officer of H&H, the performance of Messrs. Bradley and LeBlanc in
managing and directing the Company's operations, the efforts by Messrs. Bradley
and LeBlanc in assisting the Company to improve its capital base and financial
condition, a competitive assessment of survey data of other industrial companies
as it relates to the Company's performance versus other industrial companies,
and the evaluation of the other factors described in "Salaries" above.

The Compensation Committee considered Messrs. Bradley and
LeBlanc for cash performance bonuses 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, WPSC and H&H
as measured by guidelines used to determine the bonuses of other senior
executives including the operating results of the Company, production efficiency
and quality of products; and the transactions effected for the benefit of the
Company that are outside of the ordinary course of business and directly or
indirectly accomplished through the efforts of Messrs. Bradley and/or LeBlanc,
respectively (e.g., business combinations, corporate partnering and other
similar transactions). The Board of Directors awarded each of Messrs. Bradley
and LeBlanc a bonus of $150,000 for their services in 1998.

Stock Option and Other Plans

The Company awarded options to purchase 260,000, 260,000,
100,000 and 50,000 shares of Common Stock to James G. Bradley, Robert D.
LeBlanc, Arnold Nance and Paul Bucha, respectively, in 1998. The exercise price
for these options was $16.625 per share, the fair market value of the Common
Stock on the date of grant. In keeping with the philosophy of the Stock Option
Committee, these options become exercisable one year after grant, vest over a
three-year period, and generally can be exercised only if the optionee is
employed by the Company at the time of exercise. It is the philosophy of the
Stock Option Committee that stock options should be awarded to employees of the
Company to promote long-term interests between such employees and the Company's
stockholders through an equity interest in the Company and assist in the
retention of such employees. The Stock Option Committee also considered the
amount and terms of options previously granted to executive officers. The Stock
Option Committee believes the potential for equity ownership by management is
beneficial in aligning management's and stockholders' interest in the
enhancement of stockholder value. Participation in restricted stock, profit
sharing and 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.

-17-

<PAGE>

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 the Company's 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 industrial companies:
Armco Inc., Bethlehem Corporation, Ispat Inland, Inc. (f/k/a Inland Steel
Industries, Inc.), LTV Corporation and Weirton Steel Corp.

[PERFORMANCE GRAPH]

================================================================================
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
S&P 500 Index 100.00 101.32 136.40 171.40 228.59 293.91
WHX CORP 100.00 77.37 63.50 51.82 70.07 58.76
PEER GROUP 100.00 98.40 77.34 57.85 54.37 43.00
================================================================================

There can be no assurance that the Common Stock's performance
will continue with the same or similar trends depicted in the graph above.

-19-

<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Akimune Takewaka is a former director of WPSC and
Wheeling-Nisshin, and was also Chairman of the Board of Wheeling-Nisshin. Paul
W. Bucha, a director of the Company and the Chairman of the Board of WPSC, has
replaced Mr. Scheessele as WPSC's nominee to the Board of Wheeling-Nisshin. Mr.
Takewaka has been replaced by Masahiko Matsueda, a director of Wheeling-Nisshin,
as a director of WPSC. James D. Hesse, a former Vice President of the Company,
is President, Chief Executive Officer and a director of Wheeling-Nisshin. The
Company currently holds a 35.7% equity interest in Wheeling-Nisshin.

Marvin L. Olshan, a director and Secretary of the Company, is
a member of Olshan Grundman Frome Rosenzweig & Wolosky LLP ("OGFR&W"). The
Company has retained OGFR&W as their outside general counsel since January 1991.
For the fiscal year ended December 31, 1998, the Company paid OGFR&W
approximately $1,996,916.

MANAGEMENT AGREEMENT

Pursuant to the Management Agreement approved by a majority of
the Company's disinterested directors, WPN, of which Ronald LaBow, the Company's
Chairman, is the sole stockholder and an officer and a director, provides the
Company with financial, management, advisory and consulting services to the
Company, subject to the supervision and control of the disinterested directors.
In 1998, WPN received a monthly fee of $458,333.33 from January 1 until April 13
and $520,833.33 from April 14 until December 31. In addition, in September 1998,
the Board of Directors awarded WPN an additional bonus of $3,750,000 in
recognition of the extraordinary returns earned by WPN on behalf of the Company
in its management of the Company's cash and marketable securities. In August
1997, the Company granted WPN options to acquire 1,000,000 shares of Common
Stock and a cash bonus of $300,000. Such options are held by WPN as nominee for
Ronald LaBow, Stewart E. Tabin and Neale X. Trangucci, each of whom is an
officer of WPN Corp., and each has the right to acquire 600,000, 200,000 and
200,000 shares, respectively, of Common Stock. None of these options were
exercised in 1998. WPN Corp. also receives certain benefits from financial
intermediaries which it transacts business with on behalf of the Company in the
form of research materials and services, which are used by WPN Corp. on behalf
of the Company and in connection with its other activities. For the fiscal year
1998, the amount of such reimbursement was approximately $75,000. 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. 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 from unaffiliated entities.

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<PAGE>
PROPOSAL NO. 2

INDEPENDENT PUBLIC ACCOUNTANTS

The accounting firm of PricewaterhouseCoopers LLP has been
selected as the independent public accountants for the Company for the fiscal
year ending December 31, 1999. Although the selection of accountants does not
require ratification, the Board of Directors have directed that the appointment
of PricewaterhouseCoopers 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 PricewaterhouseCoopers 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, 1998, 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.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SELECTION OF
THE INDEPENDENT PUBLIC ACCOUNTANTS.

SOLICITATION STATEMENT

The Company will bear all expenses in connection with the
solicitation of proxies. In addition to the use of the mails, solicitations may
be made by the Company's regular employees, by telephone, telegraph or personal
contact, without additional compensation. The Company has retained Innisfree M &
A, Inc. to assist the Company in the solicitation of proxies for a fee of $7,500
plus expenses. The Company will, upon their request, reimburse brokerage houses
and persons holding shares of Common Stock in the names of the Company's
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 November 23, 1999.

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.

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<PAGE>

ANNUAL REPORT

The Company has sent, or is concurrently sending, all of its
stockholders of record as of March 16, 1999 a copy of its Annual Report for the
fiscal year ended December 31, 1998. Such report contains the Company's
certified consolidated financial statements for the fiscal year ended December
31, 1998, including that of the Company's subsidiaries.

By Order of the Company,

MARVIN L. OLSHAN, Secretary

Dated: New York, New York
March 22, 1999

THE COMPANY WILL FURNISH A FREE COPY OF ITS ANNUAL REPORT ON
FORM 10-K, AS AMENDED FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 (WITHOUT
EXHIBITS) (AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) TO ALL ITS
STOCKHOLDERS OF RECORD AS OF MARCH 16, 1999 WHO WILL MAKE A WRITTEN REQUEST TO
MR. MARVIN L. OLSHAN, SECRETARY, WHX CORPORATION, 110 EAST 59TH STREET, NEW
YORK, NEW YORK 10022.

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<PAGE>

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

WHX CORPORATION

PROXY -- ANNUAL MEETING OF STOCKHOLDERS
APRIL 14, 1999

The undersigned, a stockholder of WHX Corporation, a Delaware
corporation (the "Company"), does hereby appoint Ronald LaBow and Marvin L.
Olshan, 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 1999 Annual Meeting of
Stockholders of the Company to be held at the Dupont Hotel, 11th & Market
Streets, Wilmington, Delaware 19801, on April 14, 1999, 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 March 22, 1999, and a copy of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN
GIVEN. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT
THE DIRECTORS, AND TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.

1. To elect the following Class III directors: Neil D. Arnold,
Robert A. Davidow and Ronald LaBow, to serve as directors
until the 2002 annual meeting of stockholders of the Company
and in each case until their successors have been duly elected
and qualified.

______________ FOR ALL NOMINEES ________________ WITHHELD FROM ALL NOMINEES

WITHHELD _______________________________________________________________
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEES(S), PRINT NAME ABOVE

2. To ratify the appointment of PricewaterhouseCoopers LLP as the
independent public accountants of the Company for the fiscal
year ending December 31, 1999.

FOR ___________ AGAINST ________ ABSTAIN ______

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<PAGE>

3. DISCRETIONARY AUTHORITY: To vote with discretionary authority
with respect to all other matters which may come before the
Meeting.

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___________

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW: _____________

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