TAUNUS CORPORATION
31 West 52nd Street
New York, New York 10019
Linda L. Assali
Director
Telephone: (615) 835-2901
April 4, 2000
Securities and Exchange Commission
SEC Document Control
450 Fifth
Street,
N.W.
Washington
, DC
20549
Attn:
Filing
Desk
Dear Sirs:
Re: Filing of Schedule 13G on
WHX Corporation
Pursuant to Rule 13d-1 of the General Rules and
Regulations under the Securities Exchange Act of
1934, the following is one copy of the Schedule 13G
with respect to the common stock of the above
referenced corporation.
Please acknowledge your receipt of the Schedule 13G
filing submission through the EDGAR-Link System
software, by E-Mail confirmation.
Sincerely,
Linda L.
Assali Enclosures
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange
Act of 1934
(Amendment No. 1)
WHX Corporation
____________________________
___________
NAME OF ISSUER:
Common Stock (Par Value $.01)
_______________________________________
TITLE OF CLASS OF SECURITIES
929248102
_______________________________________
CUSIP NUMBER
March 31, 2000
_______________________________________
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[X] Rule 13d-I(b)
[ ] Rule 13d-I(c)
[ ] Rule 13d-I(d)
1.NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Taunus Corporation
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING
POWER
SHARES 3,130,727
BENEFICIALLY 6. SHARED
VOTING POWER
OWNED BY 0
EACH 7. SOLE
DISPOSITIVE POWER
REPORTING 3,117,727
PERSON WITH 8. SHARED
DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,130,727*
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9)
EXCLUDES CERTAIN SHARES *
[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.0%**
12.TYPE OF REPORTING PERSON
HC,CO
* Included in this figure are the securities
reported by
Deutsche Bank Securities Inc. on the following cover
page. Taunus expressly declares, pursuant to Rule
13d-4, that the filing of this statement shall not
be construed as an admission that it is, for the
purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of the securities reported on this
cover page
** Included in this percentage is the percentage of
securities reported by Deutsche Bank Securities Inc.
on the following cover page.
1.NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Deutsche Bank Securities Inc.
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(C) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
New York
NUMBER OF 5. SOLE VOTING
POWER
SHARES 3,115,801
BENEFICIALLY 6. SHARED
VOTING POWER OWNED BY
0
EACH 7. SOLE
DISPOSITIVE POWER
REPORTING 3,115,801
PERSON WITH 8. SHARED
DISPOSITIVE
POWER 0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,115,801
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9)
EXCLUDES CERTAIN SHARES []
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.9%
12.TYPE OF REPORTING PERSON
BD
Item 1(a). Name of Issuer:
WHX Corporation (the Issuer )
Item 1(b). Address of Issuer's Principal
Executive Offices:
The address of the Issuer's principal
executive offices 110 East 59th Street, New
York, NY 10022
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Taunus
Corporation ( Taunus ) and Deutsche Bank
Securities Inc. ( DBSI) (Taunus and DBSI
together, the Reporting Persons ).
Item 2(b). Address of Principal Business Office
or, if none,
Residence:
The principal place of business of Taunus
and DBSI is 31 West 52nd Street, New York,
New York, 10019.
Item 2(c). Citizenship:
The citizenship of each of the Reporting Persons
is set forth on the applicable cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is common stock (the
Common Stock ).
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set
forth on
each cover page.
Item 3. If this statement is filed pursuant to Rules
13d-1(b),
or 13d-2(b) or (c), check whether the person
filing is
a:
A. Taunus Corporation:
(a) [ ] Broker or dealer registered
under
section 15 of the Act;
(b) [ ] Bank as defined in section
3(a)(6) of
the Act;
(c) [ ] Insurance Company as defined
in
section 3(a)(19) of the Act;
(d) [ ] Investment Company registered
under
section 8 of the Investment Company Act
of 1940;
(e) [ ] An investment adviser in
accordance with
Rule 13d-1 (b)(1)(ii)(E);
(f) [ ] An employee benefit plan, or
endowment
fund in accordance with Rule 13d-1
(b)(1)(ii)(F);
(g) [X] A parent holding company or
control
person in accordance with Rule 13d-1
(b)(1)(ii)(G);
(h) [ ] A savings association as
defined in
section 3(b) of the Federal Deposit
Insurance Act;
(i) [ ] A church plan that is excluded
from the
definition of an investment company
under section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule
13d-1
(b)(1)(ii)(J).
If this statement is filed pursuant to Rule
13d-1 (c), check this box. [ ]
B. Deutsche Bank Securities Inc.:
(a) [X] Broker or dealer registered under
section
15 of the Act;
(b) [ ] Bank as defined in section
3(a)(6) of
the Act;
(c) [ ] Insurance Company as defined
in
section 3(a)(19) of the Act;
(d) [ ] Investment Company registered
under
section 8 of the Investment Company Act
of 1940;
(e) [ ] An investment adviser in
accordance with
Rule 13d-1 (b)(1)(ii)(E);
(f) [ ] An employee benefit plan, or
endowment
fund in accordance with Rule 13d-1
(b)(1)(ii)(F);
(g) [ ] A parent holding company or
control
person in accordance with Rule 13d-1
(b)(1)(ii)(G);
(h) [ ] A savings association as
defined in
section 3(b) of the Federal Deposit
Insurance Act;
(i) [ ] A church plan that is excluded
from the
definition of an investment company
under section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule
13d-1
(b)(1)(ii)(J).
If this statement is filed pursuant to Rule
13d-1 (c), check this box. [ ]
Item 4. Ownership.
(a) Amount beneficially owned:
Each of the Reporting Persons owns the
amount of the Common Stock as set
forth on the applicable cover page.
(b) Percent of class:
Each of the Reporting Persons
owns the percentage of the Common
Stock as set forth on the applicable
cover page.
(c) Number of shares as to which such
person has:
(i) sole power to vote or to
direct the vote:
Each of the Reporting
Persons has the sole power to
vote or direct the vote of the
Common Stock as set forth on
the applicable cover page.
(ii) shared power to vote or to
direct the vote:
Each of the Reporting Persons
has the shared power to vote or
direct the vote of
the Common Stock as set forth on the
applicable cover page.
(iii) sole power to dispose or
to direct the disposition of:
Each of the Reporting Persons
has the
sole power to dispose or direct the
disposition of the Common Stock
as set
forth on the applicable cover
page.
(iv) shared power to dispose or
to direct the disposition of:
Each of the Reporting
Persons has the shared power to
dispose or direct the disposition
of the Common Stock as set
forth on the applicable cover page.
Item 5. Ownership of Five Percent or Less of a
Class.
Not applicable.
Item 6. Ownership of More than Five Percent on
Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the
Subsidiary
Which Acquired the Security Being Reported
on by the Parent Holding Company.
Bankers Trust Company is an indirect wholly-
owned subsidiary of Taunus holding Common Stock.
Omitted from the ownership structure are certain
intermediate and/or indirect holding companies of
Taunus which do not exercise voting or investment
discretion with respect to the Common Stock reported
under this filing.
Item 8. Identification and Classification of
Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the
best of my knowledge and belief, the securities
referred to above were acquired and are held in the
ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of
the securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
Dated: April 4, 2000
TAUNUS CORPORATION
By: /s/ David
Mellgard
Name:
David Mellgard
Title:
Secretary
Consent of Deutsche Bank Securities Inc.
The undersigned agrees that the Schedule
13G executed by Taunus Corporation to which this
statement is attached as an
exhibit is filed on behalf of Taunus Corporation
and Deutsche Bank Securities Inc. pursuant to Rule
13d-1(k)(1) of the Securities Exchange Act of
1934.
Dated: April 4, 2000
DEUTSCHE BANK
SECURITIES INC.
By: /s/ James T.
Byrne, Jr.
Name: James
T. Byrne, Jr.
Title:
Secretary
