SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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Commission file number
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A. Full title of the plan and the address of the plan, if
different from that of the issuer named below: Wheeling-Pittsburgh Steel
Corporation 401(k) Retirement Plan.
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>
Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
Financial Statements and Supplemental Schedules
December 31, 1999 and 1998
Index
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Page
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits
- December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Plan Benefits
- Year Ended December 31, 1999 and 1998 3
Notes to Financial Statements 4
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes Schedule I
Schedule of Reportable Transactions Schedule II
<PAGE>
Report of Independent Accountants
To the Participants and Plan Administrator
of the Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
benefits of the Wheeling-Pittsburgh Steel Corporation 401(k) Retirement Savings
Plan (the Plan) at December 31, 1999 and 1998, and the changes in net assets
available for plan benefits for the years then ended, 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 schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Pittsburgh, PA
June 27, 2000
<PAGE>
Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
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1999 1998
ASSETS
Investments, at fair value
(Note 4) $38,984,815 $31,537,724
Cash and Cash Equivalents - 266,310
----------- -----------
Total Assets $38,984,815 $31,804,034
LIABILITIES
Contribution Refunds Payable
(Note 2) 58,472 65,758
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Total Liabilities 58,472 65,758
----------- -----------
Net Assets Available for Plan Benefits $38,926,343 $31,738,276
=========== ===========
The accompanying notes are an integral part of these financial statements.
- 2 -
<PAGE>
Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1999 and 1998
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1999 1998
ADDITIONS:
Investment Income:
Net Appreciation/Depreciation
in Fair Value of Investments (Note 4) $3,685,185 $2,109,481
Interest and Dividends 2,369,621 1,953,026
--------- ---------
6,054,806 4,062,507
--------- ---------
Contributions:
Participant Contributions 2,843,441 2,606,403
Employer Contributions 1,045,879 984,253
Participant Rollovers 65,676 90,704
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3,954,996 3,681,360
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Total Additions 10,009,802 7,743,867
========== =========
DEDUCTIONS:
Participant Benefits Paid 2,763,263 2,190,625
Participant Contribution Refunds 58,472 65,758
----------- -----------
Total Deductions 2,821,735 2,256,383
=========== ===========
Net Increase 7,188,067 5,487,484
=========== ===========
Net Assets at Beginning of Year 31,738,276 26,250,792
Net Assets at End of Year $38,926,343 $31,738,276
=========== ===========
The accompanying notes are an integral part of these financial statements.
- 3 -
<PAGE>
Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
December 31, 1999 and 1998
Notes to Financial Statements
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1. Plan Formation
The Wheeling-Pittsburgh Steel Corporation 401(k) Retirement Savings Plan
(the Plan) became effective July 1, 1990, and is intended to provide the
opportunity for retirement savings for employees of the
Wheeling-Pittsburgh Steel Corporation (the Corporation) not covered by a
bargaining agreement.
2. Description of the Plan
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more comprehensive
description of the Plan's provisions.
General
The Plan is a defined contribution plan qualified under Section 401(a) of
the Internal Revenue Code (IRC). It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Participant Contributions
The Corporation deposits cash to the Plan based on deductions from the
employees' monthly pretax base pay and any periodic bonuses. Plan
participants may elect to contribute 1 percent to 15 percent of their base
earnings and periodic bonuses to the Plan. The sum of employer and
employee contributions plus total contributions to the WPSC Salaried
Employees' Pension Plan may not exceed 25% of a participant's annual
salary. Contributions vary according to the participant's election and may
be changed at the discretion of the employee. Participants may direct
their contributions into various investment options as described below.
This Plan is voluntary, and all contributions to the Plan are made by the
employee on a pretax basis.
Participant Rollovers
Participant rollovers represent transfers of cash or other property from
other qualified plans.
Employer Contributions
The Corporation provides a matching contribution in the amount of 50
percent of the first 6 percent of employee pretax contributions in the
form of WHX Corporation (WHX) common stock to the WPC Common Stock Fund.
WHX is the parent of the Corporation. WHX common stock trades actively on
a regulated exchange. Participant accounts are comprised of units of
participation, as each unit of participation constitutes an undivided,
pro-rata interest in all of the assets of the fund. The fair value of a
unit of participation is calculated as the sum of the market value of all
shares of WHX stock held in the fund, the value of all units of the cash
fund held in the fund, plus income accruals, all divided by the
outstanding units of the fund. The number of units constituting the fund
will vary as amounts are invested in or withdrawn from the fund.
Contribution - Refunds
At the end of each year, the Plan must meet a special annual IRC
nondiscrimination test, in addition to the 25% limit as discussed in
"Participant Contributions" above. To the extent that in applying this
test certain employee's contributions are higher than the percentage
allowed, these employees are refunded that portion of their yearly
contribution. These refunds amounted to $58,472 for 1999 and 65,758 for
1998.
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<PAGE>
Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
December 31, 1999 and 1998
Notes to Financial Statements
--------------------------------------------------------------------------------
Participant Accounts
Each participant's account is credited with the employee and applicable
employer contributions and an allocation of the Plan earnings. Allocations
of Plan earnings are based on a participant's account balance as a
percentage of the total account balance for the applicable investment
option.
Vesting
All contributions plus actual earnings thereon are immediately vested,
including employer contributions.
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in 5 percent increments to any of the following investment
options:
Registered Investment Companies
Funds are invested in shares of registered investment companies, including
the AXP Selective Fund, AXP Mutual Fund, AXP New Dimensions Fund, AXP
Stock Fund, AIM Constellation Fund and the Templeton Foreign Fund.
Common/Collective Trusts
Funds are invested in the American Express Trust Collective Income Fund
II. The Trust primarily invests in insurance and bank investment
contracts.
Transfer Restriction
Participants may elect to transfer employer contributions out of the WPC
Common Stock Fund to other investment funds available under the Plan after
2 years have passed since the employer contribution was deposited into the
Fund. Participants are prohibited from requesting a transfer to the WPC
Common Stock Fund from other available investments under the Plan.
Distributions to Participants
The Plan is designed to be a savings plan for retirement. As a result,
participant access to funds is limited and is regulated by the federal
government. There were no distributions to participants payable at
December 31, 1999 or 1998.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 and a
maximum equal to the lesser of 50 percent of the participant's account
balance or $50,000. Loan transactions are treated as a transfer to (from)
the investment fund and from (to) the participant loans. The loans are
secured by the balance in the participant's accounts and bear fixed
interest at a rate of prime plus 1 percent at the time of loan inception.
Interest rates on outstanding loans ranged from 8.75% to 10.00% and 7.0%
to 10.0% for the years ending December 31, 1999 and 1998, respectively.
Participant repayment is required within 5 years. Principal and interest
is paid through monthly payroll deductions.
- 5 -
<PAGE>
Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
December 31, 1999 and 1998
Notes to Financial Statements
--------------------------------------------------------------------------------
3. Summary of Accounting Policies
Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
New Accounting Pronouncement
The Plan adopted Statement of Position (SOP) 99-3, "Accounting for and
Reporting of Certain Defined Contribution Benefit Plan Investments and
Other Disclosure Matters". SOP No. 99-3 eliminates the requirements to
disclose each investment option as a separate fund in the financial
statements and the total number of units and the net asset value per unit.
Investment Valuation and Income Recognition
Plan investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices, and shares of common
collective trusts are valued at the current market value of the underlying
assets. The WPC Common Stock Fund is valued at fair value which represents
the net asset value of shares held by the Plan at year-end, which consists
of the quoted market price of the underlying WHX Common Stock and money
market funds. Participant loans are valued at cost, representing the
amount loaned. Interest income is recorded on the accrual basis. Dividend
income is recorded on the ex-dividend date.
Measurement Date
Purchases and sales of securities are recognized on the trade date.
Dividends
Dividends on mutual fund shares and on the Corporation's common stock are
credited to each Participant's account, as appropriate, for shares or
units held at the date of record.
Contributions
All contributions are recorded in the period during which the Corporation
makes payroll deductions from the participant's earnings.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities at
the date of the financial statements. Actual results could differ from
these estimates.
Net Change in Fair Value of Investments
This Plan presents in the Statement of Changes in Net Assets Available for
Plan Benefits the net change in fair value of investments which consists
of realized gains/losses on securities sold during the year, income earned
on the Collective Income Fund II and the WPC Common Stock Fund and the net
appreciation/depreciation in investments held as of the end of the year.
- 6 -
<PAGE>
Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
December 31, 1999 and 1998
Notes to Financial Statements
--------------------------------------------------------------------------------
4. Investments
The Plan's investments are held in trust by the American Express Trust
Company. The following table presents the Plan's investments.
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
Investments at fair value as determined by
quoted market price:
Mutual Funds:
AXP Selective Fund, 186,503 and
175,887 shares, respectively $ 1,579,677 $ 1,631,173
AXP Mutual Fund, 344,621 and
310,041 shares, respectively 4,373,250 4,037,969
AXP New Dimensions Fund, 502,870 and
469,704 shares, respectively 18,007,808 13,548,611
AXP Stock Fund, 217,161 and
195,047 shares, respectively 6,002,330 5,197,994
AIM Constellation Fund, 34,878 and 26,791 shares,
respectively 1,412,900 817,665
Templeton Foreign Fund, 70,045 and 54,389 shares,
respectively 785,903 456,326
Collective Trust Funds:
American Express Trust Collective Income
Fund II, 146,734 and 130,596 shares,
respectively 2,863,082 2,408,453
----------- ----------
Total investments at fair value as determined
by quoted market price 35,024,950 28,098,191
Investments at fair value:
WPC Common Stock Fund, 699,544 and
550,162 shares, respectively 3,373,902 2,965,923
Investments at Cost
Participant Promissory Notes 585,963 473,610
----------- ------------
Total investments $ 38,984,815 $ 31,537,724
========== ==========
</TABLE>
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $3,685,185 as follows:
Mutual funds $ 3,780,846
Collective trust funds 153,655
Common stock (249,316)
-----------
Net Appreciation $ 3,685,185
===========
- 7 -
<PAGE>
Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
December 31, 1999 and 1998
Notes to Financial Statements
--------------------------------------------------------------------------------
5. 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:
<TABLE>
<CAPTION>
December 31,
1999 1998
Net Assets:
<S> <C> <C>
WPC Stock Fund $ 3,373,902 $ 3,039,934
------------- ------------
Years Ended December 31,
1999 1998
Change in Net Assets:
Employer Contributions $1,045,879 $ 984,253
Net Appreciation/(Depreciation) (249,315) (461,398)
Benefits paid to participants (160,546) (244,653)
Transfers to participant-directed investments (302,050) (600,048)
--------- ---------
Net Increase/(Decrease) $ 333,968 $(321,846)
========= ==========
</TABLE>
6. Related Party Transactions
Certain Plan investments are shares of mutual funds managed by American
Express Trust Company. American Express Trust Company is the trustee as
defined by the Plan and, therefore, these transactions qualify as
party-in-interest transactions. The Plan does not pay fees for the
investment management services provided by the trustee. These fees are
paid by the Corporation.
7. Plan Termination
Although it has not expressed any intent to do so, the Corporation has the
right under the Plan to discontinue its contributions at any time and
terminate the Plan subject to the provisions of ERISA. In the event of
termination, all participants shall remain 100 percent vested in their
accounts.
8. Tax Status
The Internal Revenue Service has determined and informed the Corporation
by letter dated January 9, 1995, that the Plan and related trust are
designed in accordance with the applicable sections of the IRC. The Plan
has been amended since receiving the determination letter. However, the
Plan Administrator believes that the Plan is designed and is currently
being operated in compliance with the applicable provisions of the IRC.
- 8 -
<PAGE>
Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
Supplemental Schedules
Schedule I - Assets Held for Investment Purposes
December 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Identity of Description of investment including maturity
issuer,borrower, lessor date, rate of interest, collateral, par or Current
or similar party maturity value value
---------------- -------------- -----
<S> <C> <C>
American Express Trust American Express Trust $ 2,863,082
Co.* Collective Income Fund II, 146,734 shares
American Express Trust AXP Selective Fund, 186,503 Class Y shares $ 1,579,677
Co.*
American Express Trust AXP Mutual Fund, 344,621 shares $ 4,373,250
Co.*
American Express Trust AXP New Dimensions Fund, 502,870 Class Y $ 18,007,808
Co.* shares
American Express Trust AXP Stock Fund, 217,161 Class Y shares $ 6,002,330
Co.*
AIM Management Group AIM Constellation Fund, 34,878 shares $ 1,412,900
Franklin Templeton Group Templeton Foreign Fund, 70,045 shares $ 785,903
WHX Corp. * WPC Common Stock Fund, 699,544 shares $ 3,373,902
(Historical Cost $3,828,998)
N/A Participant Loans, interest rates $ 585,963
from 8.75% to 10.00%
</TABLE>
* Indicates party-in-interest.
- 9 -
<PAGE>
Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
Supplemental Schedules
Schedule II - Schedule of Reportable Transactions
Year Ended December 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
value of
Number asset on Net
Description of Purchase Selling Cost of transaction gain or
Party involved of assets transactions price price asset date (loss)
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WHX Corporation WPC Stock Fund 23 $1,159,304 - - $1,159,304 -
WHX Corporation WPC Stock Fund 30 - $1,498,664 $1,607,023 $1,498,664 ($108,359)
</TABLE>
- 10 -
<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.
Wheeling-Pittsburgh Steel Corporation
401(k) Retirement Savings Plan
(Name of plan)
Date: June 26, 2000 /s/ Paul J. Mooney
------------------------------------------------
Name: Paul J. Mooney
Title: Executive Vice President -
Chief Financial Officer
Wheeling Pittsburgh Steel Corporation
Retirement Committee
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (no. 33-54801) of Wheeling-Pittsburgh Corporation of our
report dated June 27, 2000 relating to the financial statements of
Wheeling-Pittsburgh Steel Corporation 401(k) Retirement Savings Plan which
appears in this Form 11-K.
/s/ PricewaterhoouseCoopers LLP
---------------------------
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
June 27, 2000
