SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1999
-----------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _______________ to ______________
Commission file number _________________
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Handy & Harman Savings Plan
555 Theodore Fremd Avenue
Rye, NY 10580
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
WHX Corporation
110 East 59th Street
New York, New York 10022
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 1999 and 1998
Index
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Page(s)
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1999 3
Notes to Financial Statements 4-10
Supplemental Schedule:
Schedule H - Item 4i - Schedule of Assets Held for Investment Purposes
as of December 31, 1999 11
<PAGE>
Report of Independent Accountants
To the Administrative Committee and Participants of
Handy & Harman Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Handy & Harman Savings Plan (the "Plan") at December 31, 1999 and 1998 and
the changes in net assets available for benefits for the year ended December 31,
1999 in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/S/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
June 27, 2000
New York, NY
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998 2
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December 31,
1999 1998
Assets:
Investments at fair value $ 27,774,769 $ 23,223,436
------------- ------------
Receivables:
Employer matching contributions 54,496 46,710
Participant contributions 233,347 215,254
Loans to participants 1,171,670 1,111,669
Other 51,380 43,141
------------ ------
Total receivables 1,510,893 1,416,774
------------ ---------
Net assets available for benefits $ 29,285,662 $ 24,640,210
============ ============
See accompanying notes to financial statements.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Statement of Changes in Net Assets Available For Benefits
For the Year Ended December 31, 1999 3
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Additions:
Investment income:
Net appreciation in fair value of investments $ 891,578
Interest 92,950
Dividends 2,165,019
------------
3,149,547
Plan conversion transfer 2,341,596
Contributions:
Participant 2,619,227
Employer 554,657
------------
3,173,884
------------
Total additions 8,665,027
------------
Deductions:
Benefits paid to participants 4,014,299
Administrative expenses 5,276
------------
Total deductions 4,019,575
------------
Net increase 4,645,452
Net assets available for benefits:
Beginning of year 24,640,210
------------
End of year $ 29,285,662
============
See accompanying notes to financial statements.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 4
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1. Description of Plan
The following brief description of the Handy & Harman Savings Plan (the
"Plan") is provided for general information purposes only. Participants
should refer to the Plan document for a more complete description of
the Plan's provisions.
The Plan is a defined contribution plan subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"). The Plan's assets are
held in trust by T. Rowe Price Trust Company. The general operation and
administration of the Plan are carried out by the Administrative
Committee for the Plan (the "Committee").
Any employee of Handy & Harman and participating subsidiaries (the
"Company") who is not subject to a collective bargaining agreement of
the Company which prohibits participation in the Plan is eligible to
become a member of the Plan after three months of service.
On March 1, 1998, the Company entered into an Agreement and Plan of
Merger with WHX Corporation which was completed on April 13, 1998.
On September 14, 1999, assets amounting to $2,341,596 were merged into
the Plan from Sumco Inc. 401(k) Plan. Sumco Inc. ("Sumco") is a wholly
owned subsidiary of Handy & Harman. Sumco employees began participating
in the Plan on July 1, 1999.
Contributions
For each plan year, participants may contribute up to 15% of pretax
annual compensation, as defined in the Plan, not to exceed an annual
maximum as determined by Internal Revenue Service Rules and
Regulations. Participants may also rollover contributions from other
qualified defined benefit or contribution plans. For Sumco
participants, the Company contributes an amount equal to 75% of the
first 4% of base compensation that a participant contributes to the
Plan. For all other participants, the Company contributes an amount
equal to 50% of the first 3% of base compensation that a participant
contributes to the Plan.
From January 1, 1999 until July 1, 1999, the date of the Plan's merger
with Sumco Inc. 401(k) Plan, all employer matching contributions were
made to the WHX Stock Fund. Beginning July 1, 1999, employer matching
contributions to Sumco participants were allocated among the various
investment funds according to participants' elections. Employer
matching contributions to all other participants continue to be made to
the WHX Stock Fund.
Participant contributions may be further limited as the result of
nondiscrimination test criteria as defined by the Internal Revenue Code
of 1986, as amended.
The unit value of participant's accounts in a particular investment
fund is computed by dividing that particular investment fund's net
value by the total number of participant units in that investment fund.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 5
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Vesting
Participants are immediately vested in the entire value of their
accounts, including employer contributions plus actual earnings
thereon.
Investment Options
Each participant in the Plan elects to have his or her contributions
invested in any one or a combination of investment funds. These funds
are described as follows:
T. Rowe Price Mid Cap Growth Fund - This fund invests in the common
stocks of medium-sized companies.
T. Rowe Price Small Cap Value Fund - This fund invests in the common
stocks of small sized companies.
T. Rowe Price Prime Reserve Fund - This fund is an actively managed
portfolio with investments in money market funds.
Massachusetts Investors Growth Stock Fund - This fund seeks investments
it believes to have better than average long-term growth potential with
an emphasis on quality companies. The fund may invest up to 50% in
foreign securities.
Massachusetts Investors Trust - This trust seeks reasonable current
income and long-term growth of income and capital. It invests primarily
in stocks representing well known companies across a wide range of
industries.
T. Rowe Price Equity Index 500 Fund - This fund invests in the 500
stocks that make up the S&P 500(R)Index.
T. Rowe Price International Stock Fund - This fund invests in
established non-U.S. companies. It is diversified in developed, newly
industrialized, and emerging countries.
T. Rowe Price Spectrum Growth Fund - This fund invests in seven U.S.
stock funds, one international stock fund, and one money market fund.
MFS Total Return Fund - This fund, under normal market conditions,
invests at least 25% of the portfolio in fixed income securities
(bonds) and at least 40% of the portfolio in stocks with no more than
75% of assets invested in stocks.
T. Rowe Price Capital Appreciation Fund - This fund invests primarily
in stocks.
T. Rowe Price Spectrum Income Fund - This fund invests in five U.S.
bond funds, two international bond funds, a money market fund, and an
income-oriented stock fund.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 6
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T. Rowe Price Stable Value Fund - This common trust fund invests in
investment contracts issued by high-quality insurance companies and
banks as rated by T. Rowe Price Associates, Inc., the advisor to the
fund's sponsor, T. Rowe Price Trust Company.
Benefit Payments
Participants can receive the full current value of their account upon
termination, including death or permanent and total disability.
Provision has been made to permit early withdrawal of the balance in an
account in the event of hardship, as defined by the Plan.
Forfeited Accounts
During 1999, employer contributions were reduced by $13,301, the
balance of forfeited nonvested accounts of Sumco Inc. 401(k) Plan at
the date of the merger with Handy & Harman Savings Plan. With the
merger, all Sumco participants became vested in the entire value of
their accounts.
2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements have been prepared on the accrual basis
of accounting.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices, which
represent the net asset value of the shares held by the Plan at year
end. The Company stock is valued at its quoted market price.
Participant loans receivable are valued at cost, which approximates
fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Participant Loans
Participants may borrow from their fund accounts a minimum of $500 up
to a maximum of 50 percent of their account balance, not to exceed
$50,000. Loan terms typically range from 1-5 years and are secured by
the balance in the participant's account. The interest rate on the loan
is prime plus 1% at the date of the loan application. For the years
ended December 31, 1999 and 1998, the interest rate on loans ranged
from 7% to 10%. Through payroll deductions, the principal and interest
is repaid directly to the participant's account.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
With the exception of investment advisory fees paid by the Plan, all
other administrative expenses are borne by the Company.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 7
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Use of Estimates
In accordance with generally accepted accounting principles, the Plan
has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent
assets and liabilities to prepare these financial statements. Actual
results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks, bonds, mutual funds, and other investment securities.
Investment securities are exposed to various risks, such as interest
rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is as least
reasonably possible that changes in risks in the near term would
materially affect participants' account balances and the amounts
reported in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits.
Presentation
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 8
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3. Investments
The following presents investments that represent 5% or more of the
Plan's net assets:
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
T. Rowe Price Spectrum Growth Fund, 414,939 and $ 7,348,570 $ 7,061,591
429,276 shares, respectively
T. Rowe Price Capital Appreciation Fund, 312,211 and 3,905,750 4,565,563
345,353 shares, respectively
T. Rowe Price Prime Reserve Fund, 3,210,042 and 3,210,042 4,039,822
4,039,822 shares, respectively
T. Rowe Price Stable Value Fund, 2,831,694 and 2,206,753 2,831,694 2,206,753
shares, respectively
T. Rowe Price Spectrum Income Fund, 232,833 and 2,493,644 2,910,087
253,051 shares, respectively
Massachusetts Investors' Growth Fund, 104,013 and 0 2,114,575 -
shares, respectively
T. Rowe Price Equity Index 500 Fund, 38,939 and 0 shares, 1,540,446 -
respectively
T. Rowe Price Small Cap Value Fund, 64,876 and 74,687 1,143,115 1,416,818
shares, respectively
</TABLE>
During 1999, the Plan's investments (including gains or losses on
investments bought and sold, as well as held during the year)
appreciated in value by $891,578, as follows:
Mutual funds $ 868,310
WHX Stock Fund 23,268
---------
Total investments $ 891,578
=========
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 9
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4. Nonparticipant-directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed
investments is as follows:
December 31,
1999 1998
Net assets:
WHX Stock Fund $ 762,730 $ 186,330
Year ended
December 31,
1999
Changes in net assets:
Contributions $ 520,232
Net appreciation 23,268
Loan repayments 63,916
Loan interest income 12,895
Benefits paid to participants (43,911)
---------
$ 576,400
=========
5. Tax Status
The Internal Revenue Service has determined and informed the Company by
letter dated February 22, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been amended since receiving the determination
letter. However, the plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with applicable requirements of the IRC.
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of plan termination, participants will become 100 percent vested in
their accounts.
In the event of termination, the trustee is not required to make any
distributions from the trust until such time as the IRS shall have
determined in writing that such termination will not adversely affect
the tax qualification of the Plan.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Notes to Financial Statements 10
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7. Related Party Transactions
At December 31, 1999 and 1998, $24,547,130 and $23,091,672,
respectively, was invested in funds managed by T. Rowe Price, the Plan
trustee. At December 31, 1999 and 1998, the WHX Stock Fund included net
assets of $762,730 and $186,330, respectively.
<PAGE>
HANDY & HARMAN
SAVINGS PLAN
Schedule H - Item 4i - Schedule of Assets Held for Investment Purposes
As of December 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Identity of issue, borrower, Current
lessor or similar party Description of investment value
<S> <C> <C>
*WHX Stock WHX Stock Fund+ $ 710,313
*T. Rowe Price Stable Value Fund 2,831,694
*T. Rowe Price International Stock Fund 1,243,970
*T. Rowe Price Prime Reserve Fund 3,210,042
*T. Rowe Price Capital Appreciation Fund 3,905,750
*T. Rowe Price Spectrum Growth Fund 7,348,570
*T. Rowe Price Spectrum Income Fund 2,493,644
*T. Rowe Price Small Cap Value Fund 1,143,115
*T. Rowe Price Equity Index 500 Fund 1,540,446
*T. Rowe Price Mid Cap Growth Fund 829,899
MFS Investment Management MFS Total Return Fund 89,618
MFS Investment Management Mass. Investors' Trust 313,133
MFS Investment Management Mass. Investors' Growth Fund 2,114,575
*Loans to participants Participant loans 1,171,670
</TABLE>
*Denotes party-in-interest
+Nonparticipant directed fund, cost basis $694,438
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-64217) of WHX Corporation of our report dated
June 27, 2000, relating to the financial statements of Handy & Harman Savings
Plan, which appears in this Form 11-K.
/s/ PricewaterhoouseCoopers LLP
--------------------------------
PricewaterhouseCoopers LLP
New York, New York
June 27, 2000
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Handy & Harman Savings Plan
(Name of plan)
Date: June 26, 2000 /s/ Paul E. Dixon
------------------------------------
Name: Paul E. Dixon
Title: Senior Vice President,
General Counsel and
Secretary
Handy & Harman Savings Plan
Administrative Committee
