WHX CORP, DEF 14A, 2000-02-18

WHX CORP
DEF 14A, 2000-02-18
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 o

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:

<PAGE>

WHX CORPORATION
110 East 59th Street
New York, New York 10022

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held March 15, 2000

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

To Our Stockholders:

We invite you to attend our annual stockholders' meeting on Wednesday,
March 15, 2000 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 two (2) class I directors to a three-year
term;
2) To approve an amendment to WHX Corporation's (the
"Company") 1991 Incentive and Nonqualified Stock
Option Plan (the "1991 Plan") whereby the total
number of shares of the Company's Common Stock
available for issuance under the 1991 Plan will be
increased to 3,750,000 shares from 3,500,000 shares;
3) To ratify the appointment of PricewaterhouseCoopers
LLP as the Company's independent accountants for
fiscal 2000; and
4) 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 February 10,
2000 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
February 14, 2000

<PAGE>
WHX CORPORATION
110 East 59th Street
New York, New York 10022

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

2000 PROXY STATEMENT

GENERAL INFORMATION

This proxy statement contains information related to the annual meeting
of stockholders of WHX Corporation to be held on Wednesday, March 15, 2000,
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 two (2) class I directors to a three-year
term;
2) To approve an amendment to the Company's 1991
Incentive and Nonqualified Stock Option Plan (the
"1991 Plan") whereby the total number of shares of
the Company's Common Stock available for issuance
under the 1991 Plan will be increased to 3,750,000
shares from 3,500,000 shares (the "1991 Plan
Amendment");
3) To ratify the appointment of PricewaterhouseCoopers
LLP as the Company's independent accountants for
fiscal 2000; and
4) Any other matters that properly come before the
meeting.

Who May Vote

Stockholders of WHX Corporation, as recorded in our stock register on
February 10, 2000, may vote at the meeting. As of this date, we had 14,443,215
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.

<PAGE>
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, in
favor of the approval of the amendment to the 1991 Incentive and Nonqualified
Stock Option Plan, 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 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 I 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 February 10, 2000 as acceptable proof of ownership.

-2-

<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning ownership of the
Common Stock of WHX Corporation outstanding at February 10, 2000, 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>
Lazard Freres & Co. LLC (3)
30 Rockefeller Plaza
New York, New York 10020.......................................... 1,521,000 10.5%
Founders Financial Group, L.P. (4)
53 Forest Avenue
Old Greenwich, Connecticut 06870................................. 1,034,706 7.2%
WPN Corp. (5)
110 E. 59th Street
New York, New York 10022......................................... 1,694,150 11.7%
Donald Smith & Co., Inc. (6)
East 80, Route 4
Paramus, New Jersey 07652......................................... 830,000 5.7%
Dimensional Fund Advisors Inc. (7)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401.................................... 1,371,625 9.5%
Gabelli Funds, LLC (8)
One Corporate Center,
Rye, New York 10580............................................... 1,598,926 11.1%
Alliance Capital Management L.P. (9)
1290 Avenue of the Americas
New York, New York 10104.......................................... 1,162,100 8.0%
Dewey Square Investors Corporation (10)
One Financial Center
Boston, Massachusetts 02111....................................... 866,419 6.0%
Joseph A. Cohen (11)
c/o The Garnet Group
825 Third Avenue
New York, New York 10022.......................................... 851,600 5.9%
Canyon Capital Advisors LLC (12)
9665 Wilshire Boulevard
Suite 200
Beverly Hills, California 90212................................... 1,134,100 7.9%
Cramer Rosenthal McGlynn LLC(13)
707 Westchester Avenue
White Plains, New York 10604...................................... 1,118,300 7.7%
Ronald LaBow ..................................................... 1,694,150(5) 11.7%
Neil D. Arnold.................................................... 55,667(14) *
Paul W. Bucha..................................................... 71,561(15) *
Robert A. Davidow................................................. 100,369(16) *
</TABLE>

-3-

Percentage
Name and Address of Beneficial Owner(1) Shares Beneficially Owned of Class(2)
- --------------------------------------- ------------------------- -----------
<S> <C> <C>
William Goldsmith................................................. 58,334(14) *
Robert D. LeBlanc................................................. 105,834(17) *
Marvin L. Olshan.................................................. 59,334(16) *
Raymond S. Troubh................................................. 60,334(16) *
James G. Bradley.................................................. 88,312(18) *
Howard A. Mileaf.................................................. 26,998(19) *
Arnold Nance...................................................... 39,158(20) *
All Directors and Executive Officers as a Group (12 persons) 2,387,273(21) 16.5%
</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 February 10, 2000 of
14,443,215 shares.
(3) Based on a Schedule 13G/A filed in February 1999, Lazard Freres & Co.
LLC beneficially holds 1,521,000 shares of Common Stock.
(4) Based on a Schedule 13G/A filed in February 2000, Founders Financial
Group, L.P, Forest Investment Management LLC/ADV, Michael A. Boyd, Inc.
and Michael A. Boyd collectively beneficially hold 1,034,706 shares of
Common Stock.
(5) Based on a Schedule 13D filed jointly in December 1997 by WPN Corp.,
Ronald LaBow, Stewart E. Tabin and Neale X. Trangucci. Includes
1,582,500 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, all 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 such 400,000
shares of Common Stock held by WPN Corp. as nominee for Messrs. Tabin
and Trangucci. Each of Messrs. Tabin and Trangucci holds options,
exercisable within 60 days hereof, to purchase 435,000 shares of Common
Stock.
(6) Based on Schedule 13G filed in February 2000, Donald Smith & Co., Inc.
beneficially holds 830,000 shares of Common Stock.
(7) Based on a Schedule 13G filed in February 2000, Dimensional Fund
Advisors Inc. beneficially holds 1,371,625 shares of Common Stock.
(8) Based on a Schedule 13D/A filed in December 1999, Gabelli Funds, LLC,
GAMCO Investors, Inc., Gabelli International Limited, Gabelli Advisers,
Inc. and Gabelli Performance Partnership L.P. collectively beneficially
hold 1,598,926 shares of Common Stock. This amount includes Common
Stock issuable upon their conversion of 304,128 shares of Series A
Convertible Preferred Stock and 202,697 shares of Series B Convertible
Preferred Stock.

-4-

<PAGE>

(9) 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.
(10) Based on a Schedule 13G/A filed in January 1999, Dewey Square Investors
Corp. beneficially holds 866,419 shares of Common Stock. This amount
includes Common Stock issuable upon their conversion of Preferred
Stock.
(11) Based on a Schedule 13G filed in January 2000, Joseph A. Cohen
beneficially holds 851,600 shares of Common Stock.
(12) Based on a Schedule 13G filed in July 1999, Canyon Capital Advisers
LLC, Mitchell R. Julis, Joshua S. Friedman, and R. Christian B. Evensen
collectively beneficially hold 1,134,100 shares of Common Stock.
(13) Based on a Form 13F filed November 15, 1999, Cramer Rosenthal McGlynn,
LLC beneficially holds 1,188,300 shares of Common Stock.
(14) Consists of shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(15) Includes 70,667 shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(16) Includes 58,334 shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(17) Includes 86,658 shares of Common Stock issuable upon their exercise of
options within 60 days hereof, 11,274 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.
(18) Includes 86,658 shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(19) Includes 25,000 shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(20) Includes 33,333 shares of Common Stock issuable upon their exercise of
options within 60 days hereof, approximately 3,105 shares of Common
Stock issuable upon conversion of 980 shares of Series A Preferred
Stock, approximately 980 shares of Common Stock issuable upon
conversion of 400 shares of Series B Preferred Stock held by Mr.
Nance's children, and 1,740 shares of Common Stock.
(21) Includes 2,200,496 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.

-5-

<PAGE>
PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company's Certificate of Incorporation and Bylaws provide for the
classification of the Board of Directors into three classes. The term of the
current Class I Directors expires at the 2000 Annual Meeting of Stockholders
(the "Meeting") and when their successors are duly elected and shall have
qualified. All nominees are currently Class I 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 I 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 I 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 II and Class III Directors will continue to
serve their respective terms, with the three Class II Directors having a term
that will expire at the 2001 Annual Meeting of Stockholders of the Company and
the three Class III Directors having a term that will expire at the 2002 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> <C>
William Goldsmith I Director. Management and Marketing 81 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.
Chairman of Nucon Energy Group since 1997.
Life Trustee to Carnegie Mellon University
since 1980.
</TABLE>

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<S> <C> <C> <C> <C>
Robert D. LeBlanc I Director. Executive Vice President of the 50 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.
</TABLE>

The names of the Class II and Class III Directors, whose terms expire
at the 2001 and 2002 Annual Meeting of Stockholders of the Company,
respectively, who are currently serving their terms are set forth below:

<S> <C> <C> <C>
Neil D. Arnold III Director. Private Investor since May 1999. 51 1992
Group Finance Director since December
1996 through May 1999 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.

Paul W. Bucha II Director. Chairman of the Board of Wheeling- 56 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. from September 1995 to November
1999.

Robert A. Davidow III Director and Vice Chairman of the Board. 57 1992
Private investor since January 1990. Mr.
Davidow is also a director of Arden Group,
Inc., a supermarket holding company.
</TABLE>

-7-

<S> <C> <C> <C>
Ronald LaBow III Chairman of the Board. President, Stonehill 64 1991
Investment Corp. since February 1990.
Director of Regency Equities Corp., a real
estate company, and an officer and director of
WPN Corp., a financial consulting company.

Marvin L. Olshan II Director and, since 1991, Secretary of the 71 1991
Company. Partner, Olshan Grundman Frome
Rosenzweig & Wolosky LLP, since 1956.

Raymond S. Troubh II Director. Financial Consultant for in excess of 73 1992
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.

-8-

<PAGE>
Meetings and Committees

The Board of Directors met on 5 occasions and took action by unanimous
written consent on 2 occasions during the fiscal year ended December 31, 1999.
There are five Committees of the Board of Directors: the Executive Committee,
the Audit Committee, the Compensation Committee, the Nominating Committee and
the Stock Option Committee (for the 1991 Plan). The members of the Executive
Committee are Ronald LaBow, Robert A. Davidow, Marvin L. Olshan, Raymond S.
Troubh and Neil D. Arnold. The Executive Committee took action by unanimous
written consent on 2 occasions during the fiscal year ended December 31, 1999.
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 6 occasions
during the fiscal year ended December 31, 1999. 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 4 occasions
during the fiscal year ended December 31, 1999. The Compensation Committee
reviews compensation arrangements and personnel matters. The members of the
Nominating Committee are Ronald LaBow, Marvin L. Olshan, Paul W. Bucha and
Robert A. Davidow. The Nominating Committee took action by written consent on 1
occasion during the fiscal year ended December 31, 1999. 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 6 occasions during the fiscal year ended December 31, 1999.

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.

-9-

<PAGE>
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 prior to the renewal date. In 1999, WPN
received a monthly fee of $520,833.33. In addition, in October 1999 the Board of
Directors awarded WPN an additional bonus of $3,280,000 and in September 1998,
the Board of Directors awarded WPN an additional bonus of $3,750,000, each 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 1999, 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."

-10-

<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. President and Chief Executive 54
Officer of WPSC since April 1998. President
and Chief Operating Officer of Koppel Steel
Company from October 1997 to April 1998. Vice
President of WHX 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 48
Executive 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 -- 63
General 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 43
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>

-11-
<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 1997, 1998 and
1999: (i) individuals who served as, or acted in the capacity of, the Company's
chief executive officer for the fiscal year ended December 31, 1999. (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, 1999 and who were employed at the end of fiscal year
1999. Please note that Messrs. LeBlanc and Bradley and the executive officers
identified in (ii) above are collectively referred to as the "Named Executive
Officers."

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
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.............. 1999 400,000 125,000 -- -- 10,767
Executive Vice President(4) 1998 277,436 150,000 46,445(5) 260,000 10,767
1997 133,333 53,333(6) -- 65,000 5,260

Robert D. LeBlanc............. 1999 410,774 300,000 -- -- 1,640(8)
Executive Vice President (7) 1998 298,469 150,000 -- 260,000 121,043(9)
1997 -- -- -- -- --

Paul Bucha.................... 1999 300,000 300,000 -- -- 14,175
Chairman of the Board 1998 238,923 150,000 -- 50,000 12,537
Wheeling-Pittsburgh Steel 1997 -- -- -- -- --
Corporation (10)

Arnold Nance.................. 1999 355,654 150,000 -- -- 8,718(11)
Vice President-Finance 1998 282,154 105,000 42,172(12) 100,000 7,308
1997 140,000 -- -- -- 2,914

Howard A. Mileaf.............. 1999 120,000 500,000 -- -- 15,300
Vice President-General Counsel 1998 120,000 1,080,000 -- -- 14,623
1997 120,000 140,000 -- -- 6,998
</TABLE>

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

(1) Mr. Mileaf was granted a bonus during 1999 and 1998 for his
performance relative to an insurance company settlement, as a result
of which the Company received gross proceeds of in excess of
approximately $22 million and $16 million, respectively. 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 2000 and 1999 for services performed in the prior year. All
bonus amounts have been attributed to the year in which the services
were performed.
(2) Excludes perquisites and other personal benefits unless the aggregate
amount of such compensation exceeds the lesser of either $50,000 or
10% of the total of annual salary and bonus reported for
such Named Executive Officer.

-12-

<PAGE>

(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) Represents insurance premiums the Company paid in 1999.
(9) 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 vested in January 2000, and insurance premiums of $946 the
Company paid in 1998.
(10) Mr. Bucha's employment with the Company commenced April 23, 1998. (11)
Includes $1,018 in insurance premiums the Company paid in 1999.
(12) Includes relocation allowance of $40,411.

No options were granted to the Named Executive Officers during the
fiscal year ended December 31, 1999.

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, 1999.

Number of Securities Underlying Value of Unexercised In-the-
Unexercised Options at 1999 Fiscal Money Options at 1999 Fiscal
Year-End(#) Year-End($)(1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------

<S> <C> <C>
James G. Bradley..................... 86,658/173,342 0/0
Robert D. LeBlanc.................... 86,658/173,342 0/0
Paul Bucha........................... 54,000/61,000 0/0
Arnold Nance......................... 33,333/66,667 0/0
Howard A. Mileaf..................... 25,000/0 0/0
</TABLE>

- -------------------
(1) On December 31, 1999, the last reported sales price of the Common
Stock as reported on the New York Stock Exchange Composite Tape was
$9.00.

-13-

<PAGE>
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 WPC established a supplemental defined benefit plan covering
WPC salaried employees employed as of January 31, 1998 which provides a
guaranteed minimum benefit based on years of service and compensation. The gross
benefit from this plan is offset by the annuitized value of the defined
contribution plan account balance and any benefits payable from the Pension
Benefit Guaranty Corporation from the previously terminated defined benefit
pension plan. None of the Named Executive Officers are entitled to any benefits
under such plan.

In January 1999, H&H amended and restated its Long Term Incentive Plan
("LTIP"), in which the final cycle had been terminated on December 31, 1998. The
current LTIP is a performance-based plan pursuant to which executives of H&H
earn the right to receive awards based on the achievement of pre-established
financial performance and other goals. The amended LTIP established overlapping
cycles with each cycle encompassing five fiscal years, commencing on January 1,
1999. LTIP participants are selected by H&H's Chief Executive Officer and the
Compensation Committee of the Board of Directors of the Company. Messrs. LeBlanc
and Nance are the only Named Executive Officers who are participants in the
Amended and Restated LTIP.

H&H maintains the Supplemental Executive Retirement Plan ("SERP") to
provide executive officers the amount of reduction in their formula pension
benefits under the Handy & Harman Pension Plan on account of the limitation on
pay under Section 401(a)(17) of the Internal Revenue Code ("IRC") and the
limitation on benefits under Section 415 of the IRC. The SERP also applies the
Handy & Harman Pension Plan formula to the Career Average Pay after including
100 percent of the amounts received under the Handy & Harman Management
Incentive Plan. Amounts received under the SERP are not subject to Cost of
Living increases.

The following Table shows the projected Annual Retirement Benefits,
payable on the basis of ten years of certain payments and thereafter for life,
to each of the individuals listed in the Summary Compensation Table at age 65
assuming continuation of employment until age 65. The amounts shown under Salary
reflect the current rate of salary paid by H&H as plan compensation of Messrs.
LeBlanc and Nance of $416,000 and $218,400, respectively, and include the
benefits payable under both the Handy & Harman Pension Plan and the SERP. The
amount of benefits shown under Bonus would be payable under the SERP and assumes
continuation of the amount of Bonus received for 1998.

Executive Pension Benefits
<TABLE>
<CAPTION>

Normal Retirement Annual Retirement Benefits From:

Name Date (NRD) Service at Salary Bonus Total
- ---- ---------- ---------- ------ ----- -----
NRD
---
<S> <C> <C> <C> <C> <C>
R.D. LeBlanc July 1, 2014 17 yrs. 8 mos. $143,455 $101,817 $245,272
A.G. Nance January 1, 2022 28 yrs. 6 mos. 107,725 70,937 178,662
</TABLE>

-14-

<PAGE>

Deferred Compensation Agreements. Except as described in the next
paragraph with respect to the employment agreements of Messrs. 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.

Employment Agreements. Mr. James G. Bradley became President and Chief
Executive Officer of WPSC and Executive Vice President of the Company 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
$125,000 in 2000 for services performed in 1999. 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 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 $287,000 in 2000 for services performed in 1999. 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 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 no less than $210,000 and an annual bonus to be awarded at the
Company's sole discretion. Mr. Nance was granted a bonus of $150,000 in 2000 for
services performed in 1999. 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 1999.

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,
1999. 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 $1,107,400 during the fiscal year
ended December 31, 1999.

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

-15-

<PAGE>
supervision of the Company's reporting obligations under Federal and state
securities laws. For the fiscal year 1999, WPN received a monthly fee of
$520,833.33. In addition, in October 1999 the Board of Directors also awarded a
$3,280,000 bonus to WPN and in September 1998 the Board of Directors awarded WPN
an additional bonus of $3,750,000, each 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 1999. 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 prior to the renewal date. 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 1999, 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.

-16-

<PAGE>

1999 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 4 times during the
fiscal year ended December 31, 1999.

Compensation Philosophy

The Compensation Committee's executive compensation philosophy is to
base management's pay, in part, on achievement of the Company's annual and
long-term performance goals, to provide competitive levels of compensation, to
recognize individual initiative, achievement and length of service to the
Company, and to assist the Company in attracting and retaining qualified
management. The Compensation Committee also believes that the potential for
equity ownership by management is beneficial in aligning management's and
stockholders' interests in the enhancement of stockholder value. The Company has
not established a policy with regard to Section 162(m) of the Internal Revenue
Code of 1986, as amended (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 comparable companies. 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

1999 WPSC Incentive Plans

WPSC had three principal incentive plans in 1999: the Gainsharing Plan,
the Sales Incentive Plan and the Corporate Bonus Plan. The purpose of the
Gainsharing Plan was to reward employees in the production facilities of WPSC
for attaining and exceeding business plan related productivity, cost and safety
goals. The purpose of the Sales Incentive Plan was to reward employees in the
sales areas of WPSC for attaining and exceeding business plan related sales
goals. These plans cover WPSC management employees (aggregating approximately
601 employees) in the production and sales areas other than the Vice-Presidents,
division managers and general managers of those areas. Payments are made
quarterly under such plans, with amounts which are withheld paid at the end of
the year, provided annual goals are

-17-

<PAGE>
met. Payments made under these plans totaled $1.8 million for 1999. None of the
Named Executive Officers are eligible for participation in either of the
Gainsharing or Sales Incentive Plans. The purpose of the Corporate Bonus Plan
was to reward WPSC management employees (aggregating approximately 270
employees) not covered by the Gainsharing and Sales Incentive Plans. Under the
Corporate Bonus Plan, a bonus pool is available for distribution if specific
semi-annual operating income goals are met. Bonuses of $2,246,580 were paid out
in 2000 to participants for their services in 1999. Mr. Bradley, the only Named
Executive Officer who is a participant in the Corporate Bonus Plan, received an
award of $125,000 in 2000 for his services in 1999.

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 key
employees each year based on their contributions to the profits of H&H.

Participants in the MIP are designated by the Chief Executive Officer
of H&H and approved by the Compensation Committee of the Board of Directors of
the Company at the beginning of each fiscal year. Awards granted under the MIP
are approved by the Board of Directors of the Company. Messrs. LeBlanc and
Nance, the only Named Executive Officers who are participants in the MIP,
received awards of $300,000 and $150,000, respectively, in 2000 for their
services in 1999.

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, who is not a participant in any
of the WPSC Bonus Plans, was granted a discretionary bonus of $300,000 in 2000
for his services in 1999. 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
approximately $22 million, Mr. Mileaf, who is not a participant in the WPSC
Bonus Plan or the MIP, was awarded a bonus of $500,000 in 1999.

Mr. Bradley was the Company's Executive Vice President and President
and Chief Executive Officer of WPSC in 1999, with an annual salary of $400,000.
Mr. LeBlanc was President and Chief Executive Officer of H&H and Executive Vice
President of the Company in 1999 with an annual base salary of $416,000. Mr.
Bradley and Mr. LeBlanc currently serve as the Company's 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 are determined by contract. In determining such
amount, the Board of Directors considered the responsibilities performed

-18-

<PAGE>
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; Mr. LeBlanc's impact on the improved operating results of H&H and Mr.
Bradley's impact on operating results at the Company's steel division in an
industry adversely impacted by pricing levels; 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 bonuses of $125,000 and $300,000, respectively, in 2000, for
their services in 1999.

Stock Option and Other Plans

The Company did not award options to any of the Named Executive
Officers in 1999. 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.

-19-

<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]

1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C>
S&P 500 Index 100.00 137.58 169.17 225.60 290.08 351.12
WHX CORP. 100.00 82.08 66.98 90.57 75.94 67.92
PEER GROUP 100.00 78.60 58.79 55.26 43.70 45.31
</TABLE>

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

-20-

<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Paul W. Bucha, a director of the Company and the Chairman of the Board
of WPSC, is WPSC's nominee to the Board of Wheeling-Nisshin. Tomonori Tokita, a
director of Wheeling-Nisshin, is 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, 1999, the Company paid OGFR&W approximately
$1,107,400.

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 1999, WPN received a monthly fee of $520,833.33. 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 October 1999, the Board of Directors
awarded WPN an additional bonus of $3,280,000 and in September 1998 the Board of
Directors awarded WPN an additional bonus of $3,750,000, each 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
1999. 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 1999,
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 prior to
the renewal date. 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.

-21-

<PAGE>
PROPOSAL NO. 2

APPROVAL OF AMENDMENTS TO THE 1991 INCENTIVE
AND NONQUALIFIED STOCK OPTION PLAN

The Board of Directors proposes that the 1991 Plan Amendment, whereby
the number of shares reserved for issuance pursuant to the exercise of options
granted under the 1991 Plan will be increased from 3,500,000 shares of Common
Stock to 3,750,000 shares of Common Stock, be approved.

On September 24, 1991, the Board of Directors of Wheeling-Pittsburgh
Corporation ("WPC"), the Company's predecessor, adopted the 1991 Plan. The 1991
Plan was approved at the 1992 Annual Meeting of WPC Stockholders. In April 1993,
the Board of Directors of WPC voted to amend the 1991 Plan, subject to
stockholder approval, to increase the number of shares to 2,500,000 shares of
Common Stock, which amendment was approved at the July 22, 1994 Special Meeting
of WPC Stockholders. In 1998, the Board of Directors of WHX voted to amend the
1991 Plan, subject to stockholder approval, to increase the number of shares to
3,500,000 shares of Common Stock, which amendment was approved at the June 29,
1998 Annual Meeting of Stockholders. Shares of Common Stock may be issued under
the 1991 Plan upon the exercise of incentive stock options, as defined in
Section 422 of the Code, and nonqualified stock options.

The 1991 Plan is intended to assist the Company in securing and
retaining key employees by allowing them to participate in the ownership and
growth of the Company through the grant of incentive and nonqualified stock
options. The granting of such options serves as partial consideration for and
gives key employees an additional inducement to remain in the service of the
Company and its subsidiaries and provides them with an increased incentive to
work towards the Company's success.

The Board of Directors believes it is in the Company's and its
stockholders' best interests to approve the 1991 Plan Amendment because it would
(i) allow the Company to continue to grant options under the 1991 Plan which
facilitates the benefits of the additional incentive inherent in the ownership
of Common Stock by key employees and helps the Company retain the services of
key employees and (ii) enable compensation received under the 1991 Plan to
qualify as "performance-based" for purposes of Section 162(m) of the Code.

The proposed 1991 Plan Amendment is attached as Exhibit A to this Proxy
Statement.

The 1991 Plan currently authorizes the issuance of a maximum of
3,500,000 shares of Company Common Stock pursuant to the exercise of options
granted thereunder. If the 1991 Plan Amendment is approved, the 1991 Plan will
authorize the issuance of a maximum of 3,750,000 shares, and the maximum number
of options which may be granted to any employee will be 562,500 options. As of
the date hereof, stock options to purchase 4,247,734 shares of Common Stock, at
exercise prices ranging from $6.125 to $16.625 per share, vesting over a three
year period have been granted under the 1991 Plan, of which 770,516 options have
lapsed and 176,718 options have been granted subject to stockholder approval of
the 1991 Plan Amendment. Options to purchase 171,540 shares of Common Stock were
exercised in 1998 and in 1999 through the Record Date. Options to purchase
2,728,877 shares of Common Stock were outstanding as of the date hereof. On
February 9, 2000, the Stock Option Committee granted, subject to stockholder
approval of the 1991 Plan Amendment, options to purchase 176,718 shares of
Common Stock. No Named Executive Officer received grants of any stock options.
During the last completed fiscal year

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and through the Record Date, options to purchase shares of Common Stock have
been granted pursuant to the 1991 Plan to (i) the Named Executive Officers, (ii)
all current executive officers as a group and (iii) all employees, including all
current officers who are not executive officers, as a group, as follows (options
to purchase shares of Common Stock have not been granted to any directors who
are not executive officers of the Company pursuant to the 1991 Plan):

Number of Options (#)(1)(2)

Named Executive Officers 0

Executive Group 0

Non-Executive Officer Employee Group 484,500

(1) On the Record Date, the last reported sales price of the Common Stock
as reported on the New York Stock Exchange Composite Tape was $6.69 per
share.
(2) Information contained in this table is duplicative of information
contained in "Executive Compensation" and does not signify additional
grants of options to purchase shares of Common Stock.

Administration

The 1991 Plan is administered by a Stock Option Committee (the "Option
Committee"), consisting of not less than three members of the Board of Directors
appointed by the Board of Directors. The Option Committee will select the key
employees who will be granted options to purchase shares of Common Stock under
the 1991 Plan and, subject to the provisions of the 1991 Plan, will determine
the terms and conditions and number of shares of Common Stock subject to each
such option. The Option Committee will also make any other determinations
necessary or advisable for the administration of the 1991 Plan. The
determinations by the Option Committee will be final and conclusive; however,
the grant of options to purchase shares of the Common Stock to a full-time
employee who is an executive officer of the Company, as well as the terms and
provisions of such option, requires the prior approval of a majority of the
members of the Board of Directors who are "disinterested persons." Generally,
options granted under the 1991 Plan vest and become exercisable in one-third
increments on the first, second and third anniversary of the date of grant,
respectively. The 1991 Plan will terminate on September 23, 2001, but may be
terminated by the Board of Directors at any time before that date.

Options

Upon the grant of an option to purchase shares of Common Stock to an
employee, the Option Committee will fix the number of shares of the Company's
Common Stock that the optionee may purchase upon exercise of such option and the
price at which the shares may be purchased. The option price for options shall
not be less than 100% of the "fair market value" of the shares of Common Stock
at the time such option is granted; provided, however, that with respect to an
incentive stock option in the case of an optionee, who, at the time such option
is granted, owns more than 10% of the voting stock of the Company or its
subsidiaries, then the purchase price per share shall be at least 110% of the
fair market value. "Fair

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<PAGE>
market value" is deemed to be the closing price of shares of Common Stock on
such date, on the NYSE, or if the shares of Common Stock are not listed on the
NYSE, in the principal market in which such shares of Common Stock are traded.
The aggregate fair market value of shares of Common Stock (determined at the
time the incentive stock option is granted) subject to incentive stock options
granted to a key employee under all stock option plans of the Company, and of
the Company's subsidiaries (if any), and that become exercisable for the first
time by such key employee during any calendar year may not exceed $100,000.
Payment of the exercise price for shares of Common Stock subject to options may
be made with cash, check or such other instrument as may be acceptable to the
Company. Full payment for shares of Common Stock exercised must be made at the
time of exercise.

Federal Income Tax Consequences

Incentive Stock Options. Incentive stock options granted under the 1991
Plan are intended to be "incentive stock options" as defined by Section 422 of
the Code. Under present law, the grantee of an incentive stock option will not
realize taxable income upon the grant or the exercise of the incentive stock
option and the Company will not receive an income tax deduction at either such
time. If the grantee does not sell the shares acquired upon exercise of an
incentive stock option within either (i) two years after the grant of the
incentive stock option or (ii) one year after the date of exercise of the
incentive stock option, the gain upon a subsequent sale of the shares will be
taxed as long-term capital gain. If the grantee, within either of the above
periods, disposes of the shares acquired upon exercise of the incentive stock
option, the grantee will recognize as ordinary income an amount equal to the
lesser of (i) the gain realized by the grantee upon such disposition or (ii) the
difference between the exercise price and the fair market value of the shares on
the date of exercise. In such event, the Company would be entitled to a
corresponding income tax deduction equal to the amount recognized as ordinary
income by the grantee. The gain in excess of such amount recognized by the
grantee as ordinary income would be taxed as a long-term capital gain or
short-term capital gain (subject to the holding period requirements for
long-term or short-term capital gain treatment).

Unless the shares subject to an incentive stock option are subject to a
risk of forfeiture at the time the option is exercised, the exercise of the
incentive stock option will result in the excess of the stock's fair market
value on the date of exercise over the exercise price being included in the
optionee's alternative minimum taxable income (AMTI). If the shares are subject
to a risk of forfeiture and are nontransferable, the excess described above will
be included in AMTI when the risk of forfeiture lapses or the shares become
transferable, whichever occurs sooner. Liability for the alternative minimum tax
is complex and depends upon an individual's overall tax situation. Before
exercising an incentive stock option, a grantee should discuss the possible
application of the alternative minimum tax with his tax advisor in order to
determine the tax's impact.

Non-Qualified Stock Options. Upon exercise of a non-qualified stock
option granted under the 1991 Plan, "the grantee will recognize ordinary income
in an amount equal to the excess of the fair market value of the shares received
over the exercise price of such shares. That amount increases the grantee's
basis in the stock acquired pursuant to the exercise of the non-qualified
option. Upon a subsequent sale of the stock, the grantee will incur short-term
or long-term gain or loss depending upon his holding period for the shares and
upon the shares' subsequent appreciation or depreciation in the value. The
Company will be allowed a federal income tax deduction for the amount recognized
as ordinary income by the grantee upon the grantee's exercise of the option.

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<PAGE>

Summary of Tax Consequences. The foregoing outline is no more than a
summary of the federal income tax provisions relating to the grant and exercise
of options and stock appreciation rights under the 1991 Plan and the sale of
shares acquired under the 1991 Plan. Individual circumstances may vary these
results. The federal income tax laws and regulations are constantly being
amended, and each participant should rely upon his own tax counsel for advice
concerning the federal income tax provisions applicable to the 1991 Plan.

The Board of Directors believes it is in the Company's best interests
to approve the 1991 Plan Amendment which would allow the Company to continue to
grant options under the 1991 Plan to secure for the Company the benefits of the
additional incentive inherent in the ownership of shares of the Company's Common
Stock by key employees and to help the Company secure and retain the services of
key employees and to enable compensation under the 1991 Plan to qualify as
"performance-based" for purposes of Section 162(m) of the Code. The affirmative
vote of the holders of record of a majority of the shares of Common Stock
present in person or by proxy at the Meeting is required for approval of the
1991 Plan Amendment.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE 1991 PLAN AMENDMENT.

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<PAGE>
PROPOSAL NO. 3

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, 2000. 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, 1999, 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 October 17, 2000.

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 February 10, 2000 a copy of its Annual Report for
the fiscal year ended December 31, 1999. Such report contains the Company's
certified consolidated financial statements for the fiscal year ended December
31, 1999, including that of the Company's subsidiaries.

By Order of the Company,

MARVIN L. OLSHAN, Secretary

Dated: New York, New York
February 14, 2000

The Company will furnish a free copy of its Annual Report on Form 10-K,
as amended for the fiscal year ended December 31, 1999 (without exhibits) (upon
filing with the Securities and Exchange Commission) to all its stockholders of
record as of February 10, 2000 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>

Exhibit A

AMENDMENT NO. 4 TO
THE 1991 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN OF
WHX CORPORATION

1. The 1991 Incentive and Nonqualified Stock Option Plan (the "Plan")
is hereby amended, subject to stockholder approval of this Agreement within one
(1) year of the date hereof, as follows:

Section 4 of the Plan is hereby amended in its entirety to read as
follows:

"4. Stock Reserved for the Plan.
Subject to adjustment as provided in Section 7 hereof, a total of three
million seven hundred fifty thousand (3,750,000) shares of common
stock, $.01 par value ("Stock"), of the Company shall be subject to the
Plan. The shares of Stock subject to the Plan shall consist of unissued
shares or previously issued shares reacquired and held by the Company
or any Subsidiary of the Company, and such amount of shares of Stock
shall be and is hereby reserved for such purpose. Any of such shares of
Stock which may remain unsold and which are not subject to outstanding
Options at the termination of the Plan shall cease to be reserved for
the purpose of the Plan, but until termination of the Plan the Company
shall at all times reserve a sufficient number of shares of Stock to
meet the requirements of the Plan. Should any Option expire or be
canceled prior to its exercise in full or should the number of shares
of Stock to be delivered upon the exercise in full of an Option be
reduced for any reason, the shares of Stock theretofore subject to such
Option may again be subject to an Option under the Plan."

2. Except as amended hereby, the Plan shall remain in full force and
effect.

Dated as of February 9, 2000

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

WHX CORPORATION

Proxy -- Annual Meeting of Stockholders
March 15, 2000

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 2000 Annual Meeting of
Stockholders of the Company to be held at the Dupont Hotel, 11th & Market
Streets, Wilmington, Delaware 19801, on March 15, 2000, 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 February 14, 2000, and a copy of the Company's Annual
Report for the fiscal year ended December 31, 1999.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. UNLESS
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT THE DIRECTORS, TO APPROVE
AN AMENDMENT TO THE COMPANY'S 1991 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
WHEREBY THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER
WILL BE INCREASED TO 3,750,000 SHARES FROM 3,500,000 SHARES, AND TO RATIFY THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.

1. To elect the following Class I directors: William Goldsmith and Robert
D. LeBlanc, to serve as directors until the 2003 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 approve an amendment to the Company's 1991 Incentive and
Nonqualified Stock Option Plan whereby the number of shares of common
stock available for issuance thereunder will be increased to 3,750,000
shares from 3,500,000 shares .

FOR ___________ AGAINST ________ ABSTAIN ______

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3. To ratify the appointment of PricewaterhouseCoopers LLP as the
independent public accountants of the Company for the fiscal year
ending December 31, 2000.

FOR ___________ AGAINST ________ ABSTAIN ______

4. 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___________

Signature:__________________ Date___________

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW: _____________

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