SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
WHX Corporation
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
929248102
- --------------
(CUSIP NUMBER)
March 8, 1999
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(Date of Event Which Requires Filing of this Statement)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP NO. 929248102 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))**
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
248,116
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
248,116
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
248,116 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.71%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
**SEE EXHIBIT A
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CUSIP NO. 929248102 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Variable Series Fund, Inc. / Basic Value Focus
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
NONE
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
**SEE EXHIBIT A
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CUSIP NO. 929248102 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Phoenix Fund, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
52,100
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
52,100
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,100 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.36%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
**SEE EXHIBIT A
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14. CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
WHX Corporation (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
110 East 59th Street
New York, NY 10022
ITEM 2 (a) Name of Persons Filing:
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Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))
Merrill Lynch Variable Series Fund, Inc. / Basic Value Focus
Merrill Lynch Phoenix Fund, Inc.
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))
World Financial Center, North Tower
250 Vesey Street
New York, NY 10381
Merrill Lynch Variable Series Fund, Inc. / Basic Value Focus
Merrill Lynch Phoenix Fund, Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536
ITEM 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
ITEM 2 (d) Title of Class of Securities:
----------------------------
Common Stock
ITEM 2 (e) CUSIP NUMBER:
See Cover Page
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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) [ ] 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) [X] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F),
(g) [X] Parent Holding Company or Control Person in accordance with
Rule 13d-1(b)(ii)(G); see Item 7,
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813),
(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).
ITEM 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of the Cover Pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
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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.
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Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
The Merrill Lynch Asset Management Group ("AMG") is an operating division
of ML&Co. consisting of ML&Co.'s indirectly owned asset management
subsidiaries. Certain of these subsidiaries hold certain shares of the
security which is the subject of this report. (See Item 7).
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
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Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
The Merrill Lynch Asset Management Group ("AMG") is an operating division
of ML&Co. consisting of ML&Co.'s indirectly-owned asset management
subsidiaries. The following asset management subsidiaries hold certain
shares of the common stock, which is the subject of this 13G filing:
Merrill Lynch Asset Management, L.P.
Fund Asset Management, L.P.
ITEM 8 Identification and Classification of Members of the Group.
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Not Applicable
ITEM 9 Notice of Dissolution of Group.
------------------------------
Not Applicable
ITEM 10 Certification
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By signing below each of the undersigned certifies that, to the best
Of their 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 such securities and
were not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect.
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Signature.
- ---------
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: February 1, 2000
Merrill Lynch & Co, Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))
/s/ Jerry Weiss
- -----------------------------
Name: Jerry Weiss
Title: Attorney-In-Fact*
Merrill Lynch Variable Series Fund, Inc. / Basic Value Focus
/s/ Jerry Weiss
- -----------------------------
Name: Jerry Weiss
Title: Attorney-In-Fact**
Merrill Lynch Phoenix Fund, inc.
/s/ Jerry Weiss
- -----------------------------
Name: Jerry Weiss
Title: Attorney-In-Fact***
- ------------------------------------
*Signed pursuant to a power of attorney, dated January 25, 1999,included
as Exhibit B to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co, Inc. (on behalf of Merrill Lynch
Asset Management Group ("AMG")) on January 28, 1999 with respect to
Creative Technology, Limited.
**Signed pursuant to a power of attorney, dated January 21, 2000,included
as Exhibit B to this Schedule 13G.
***Signed pursuant to a power of attorney, dated January 21, 2000,included
as Exhibit B to this Schedule 13G.
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EXHIBIT A
Merrill Lynch Asset Management Group of ML&Co. ("AMG") is comprised of
The following legal entities: Merrill Lynch Asset Management, L.P.
doing business as Merrill Lynch Asset Management ("MLAM"), QA Advisers,
LLC ("QA"), Merrill Lynch Quantitative Advisers, Inc. Hotchkis and Wiley
divisions thereof; Fund Asset Management, L.P., doing business as Fund
Asset Management ("FAM"); Merrill Lynch Asset Management U.K. Limited
("MLAM UK"); Merrill Lynch (Suisse) Investment Management Limited
("MLS"); Mercury Asset Management International Limited ("MAMI");
Mercury Asset Management Ltd; Mercury Asset Management, Ltd.; Mercury
Asset Management (Asia Pacific Limited); Mercury Asset Management
Asia Limited; Merrill Lynch Mercury Kapitalanlagegesellschaft MBH;
Munich London Investment Management, Ltd.; Merrill Lynch Asset
Management (Hong Kong)Limited; Merrill Lynch Mercury Asset Management
Japan Limited; Atlas Asset Management, Inc.; Merrill Lynch Investment
Management Canada, Inc.; DSP Merrill Lynch Asset Management
(India) Limited; PT Merrill Lynch Indonesia; Merrill Lynch Phatra
Securities Co., Ltd.; Merrill Lynch Global Asset Management, Limited;
Mercury Asset Management Channel Islands, Limited; Mercury Asset
Management International Channel Islands Limited ("MAMCI"); Grosvenor
Venture Managers, Limited; and Mercury Fund Managers, Limited. Each of
MLAM, FAM, MLAM UK, MAMCI, QA, MLS, and MAMI is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940,
which acts as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of
1940. Each other firm constituting part of AMG is an investment adviser
operating under the laws of a jurisdiction other than the United States.
The investment advisers that comprise AMG exercise voting and investment
powers over portfolio securities independently from other direct and
indirect subsidiaries of ML&Co.
Power of Attorney
The undersigned, Merrill Lynch Variable Series Funds, Inc., a corporation
duly organized under the laws of the state of Maryland, with its principal
place
of business at 800 Scudders Mill Road, Plainsboro, New Jersey 08536, does
hereby
make, constitute and appoint Michael J. Hennewinkel, Jerry Weiss, Ira P.
Shapiro
and Thomas D. Jones, III, acting severally, each of whose address is 800
Scudders
Mill Road, Plainsboro, New Jersey 08536, as its true and lawful
attorneys-in-fact,
for it and in its name, place and stead, to execute and cause to be filed
and/or
delivered as required under Section 13(d) of the Securities Exchange Act of
1934
(the "Act") and the regulations thereunder, any number as appropriate of
original,
copies, or electronic filings of the Securities and Exchange Commission
Schedule
13D or Schedule 13G Beneficial Ownership Reports (together with any amendments
and
joint filing agreements under Rule 13d-1(f) (1) of the Act, as may be required
thereto) to be filed and/or delivered with respect to any equity security (as
defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned
and
which must be reported by the undersigned pursuant to Section 13(d) of the Act
and
the regulations thereunder, and generally to take such other actions and
perform
such other things necessary to effectuate the foregoing as fully in all
respects
as if the undersigned could do if personally present. This Power of
Attorney shall
remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this 21 day of January, 2000.
MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
By: /s/ Terry K. Glenn
Name: Terry K. Glenn
Title: President & Director
Power of Attorney
The undersigned, Merrill Lynch Phoenix Fund, Inc., a corporation duly
organized
under the laws of the state of Maryland, with its principal place of business
at 800
Scudders Mill Road, Plainsboro, New Jersey 08536, does hereby make, constitute
and appoint
Michael J. Hennewinkel, Jerry Weiss, Ira P. Shapiro and Thomas D. Jones, III,
acting
severally, each of whose address is 800 Scudders Mill Road, Plainsboro, New
Jersey 08536,
as its true and lawful attorneys-in-fact, for it and in its name, place and
stead, to
execute and cause to be filed and/or delivered as required under Section 13(d)
of the
Securities Exchange Act of 1934 (the "Act") and the regulations thereunder,
any number
as appropriate of original, copies, or electronic filings of the Securities
and Exchange
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports
(together with any
amendments and joint filing agreements under Rule 13d-1(f) (1) of the Act, as
may be
required thereto) to be filed and/or delivered with respect to any equity
security (as
defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned
and which
must be reported by the undersigned pursuant to Section 13(d) of the Act and
the
regulations thereunder, and generally to take such other actions and perform
such other
things necessary to effectuate the foregoing as fully in all respects as if the
undersigned
could do if personally present. This Power of Attorney shall remain in effect
until
revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this
21 day of January, 2000.
MERRILL LYNCH PHOENIX FUND, INC.
By: /s/ Terry K. Glenn
Name: Terry K. Glenn
Title: President & Director
