SCHEDULE 14C (RULE 14C-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) [ ] Definitive Information Statement WHX CORPORATION (Name of Registrant as Specified in its Charter) - -------------------------------------------------------------------------------- Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ 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: ------------------------------------------------------------------------ WHX CORPORATION 110 EAST 59TH STREET NEW YORK, NEW YORK 10022 ----------------- NOTICE OF SPECIAL MEETING OF PREFERRED STOCKHOLDERS TO BE HELD JUNE 27, 2002 ----------------- To Our Holders of Preferred Stock: We invite you to attend a special meeting of the holders of preferred stock on Thursday, June 27, 2002 at the [Dupont Hotel, 11th & Market Streets, Wilmington, Delaware 19801 at 11:00 a.m]. At the meeting, you will have the option to elect up to two directors to our Board of Directors. This booklet includes a formal notice of the special meeting and the information statement. The information statement tells you more about the agenda and procedures for the special meeting. It also describes how our Board of Directors operates. Only preferred stockholders of record at the close of business on June 5, 2002 will be entitled to vote at the special meeting. 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 June 6, 2002 WHX CORPORATION 110 EAST 59TH STREET NEW YORK, NEW YORK 10022 ----------------- INFORMATION STATEMENT GENERAL INFORMATION This information statement is being furnished by WHX Corporation, a Delaware corporation ("WHX" or the "Company"), in connection with the special meeting of the holders of its Series A Convertible Preferred Stock ("Series A Preferred Stock") and Series B Convertible Preferred Stock ("Series B Preferred Stock," and together with Series A Preferred Stock, "Preferred Stock") to be held on Thursday, June 27, 2002, beginning at [11:00 a.m., at the Dupont Hotel, 11th & Market Streets, Wilmington, Delaware 19801], and at any postponements or adjournments thereof (the "Special Meeting"). WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. ABOUT THE MEETING DESCRIPTION OF THE PREFERRED STOCK VOTING RIGHTS The Certificates of Designation for each of the Series A Preferred Stock and the Series B Preferred Stock (the "Certificates of Designation") provide for voting rights upon the occurrence of certain events. Each of the Certificates of Designation provide that upon the Company's failure to declare and pay six quarterly dividends, whether or not consecutive, the number of directors of the Company shall be increased by two and the holders of outstanding shares of the Series A Preferred Stock and the Series B Preferred Stock, voting together as a class, shall be entitled to elect such additional directors. The holders of the Series A Preferred Stock shall be entitled to vote and elect directors as provided in its Certificate of Designation until the full dividends accumulated on all outstanding shares of the Series A Preferred Stock have been declared and paid or set apart for payment and the holders of the Series B Preferred Stock shall be entitled to vote and elect directors as provided in its Certificate of Designation until the full dividends accumulated on all outstanding shares of the Series B Preferred Stock have been declared and paid or set apart for payment. Pursuant to Section 4(d) of each of the Certificates of Designation, directors properly and validly elected at the Special Meeting to the Board of Directors of the Company shall serve until the earlier of (i) the next annual meeting of the stockholders of the Company and the election (by the holders of the Preferred Stock) and qualification of their respective successors and (ii) the date upon which all dividends in default on the shares of the Preferred Stock shall have been paid in full. All shares of Preferred Stock have equal voting rights of one vote per share. Dividends on the Preferred Stock have not been paid since the dividend payment of October 1, 2000, and the regularly scheduled dividend payment that was due April 1, 2002 was the sixth dividend non-payment. Accordingly, the holders of Preferred Stock have the right to elect up to two directors to the Board of Directors. In connection with such right, the Board of Directors of the Company has called this special meeting of the holders of the shares of the Preferred Stock. WHAT IS THE PURPOSE OF THE SPECIAL MEETING? The purpose of the Special Meeting is to allow the holders of Preferred Stock to elect up to two directors to the Board of Directors of the Company. WHO MAY VOTE Holders of Preferred Stock, as recorded in the Company's stock register on June 5, 2002 (the "Record Date"), may vote at the meeting. As of this date, there were [2,573,926] shares of Series A Preferred Stock outstanding and [2,950,000] shares of Series B Preferred Stock outstanding. NOMINATIONS Nominees for election of director shall be made at the Special Meeting, in person or by proxy. The Board of Directors of the WHX does not take any position with respect to the election of any potential nominees for election as directors, is not soliciting any proxies in connection with the Special Meeting and does not make any recommendation "For" or "Against" the election of any nominee. As of the Record Date, the Company has not received any nominations for the election of directors, nor does it know of any person's intent to make such nomination. Applicable rules of the Securities and Exchange Commission (the "SEC") require that, if proxies are solicited from the holders of Preferred Stock in support of or in opposition to the election of any nominee to the Board of Directors of the Company, the person soliciting such holders must provide them with a proxy statement containing certain prescribed information, including information concerning the nominees. The Company assumes no responsibility for the accuracy or completeness of any information contained in any proxy material furnished to any holder of Preferred Stock concerning the election of any director. QUORUM In order to carry on the business of the Special Meeting, there must be 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 2 purpose. If there is not a quorum, no action may be conducted at the Special Meeting, and the Company will have no requirement to call an additional Special Meeting. The next opportunity to elect directors will be at the Company's 2003 Annual Meeting of Stockholders. MEETING The Special Meeting will be conducted by a representative of the Company in accordance with such rules and procedures as the Company shall determine in its sole discretion. The Chairman of the Board of Directors of the Company, or his designee, may adjourn the Special Meeting at his discretion. Pursuant to Section 2.4 of the Company's By-laws, no business may be conducted at the Special Meeting other than the election of up to two directors to the Board of Directors of the Company as provided herein. VOTES NEEDED The director nominees receiving a plurality of the votes cast during the meeting will be elected to the board of directors. Abstentions and broker non-votes count for quorum purposes; otherwise they have no impact in the election of directors. 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. 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 Preferred Stock as of June 5, 2002 as acceptable proof of ownership. 3 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information concerning ownership of the common stock, $.01 par value of WHX Corporation (the "Common Stock") outstanding at June 5, 2002, 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. SHARES PERCENTAGE NAME AND ADDRESS OF BENEFICIAL OWNER (1) BENEFICIALLY OWNED OF CLASS(2) - ---------------------------------------- ------------------ ----------- Deutsche Bank A.G.(3) TaunusanIage 12, D-60325 Frankfurt am Main, Federal Republic of Germany..................... 4,972,470 [23.9]% Founders Financial Group, L.P.(4) 53 Forest Avenue Old Greenwich, Connecticut 06870................................... 1,034,706 [6.4]% WPN Corp.(5) 110 E. 59th Street New York, New York 10022.......................................... 1,694,150 [9.5]% Dimensional Fund Advisors Inc.(6) 1299 Ocean Avenue, 11th Floor Santa Monica, California 90401.................................... 1,307,225 [8.1]% Gabelli Funds, LLC(7) One Corporate Center, Rye, New York 10580............................................... 2,049,009 [12.6]% Alliance Capital Management L.P.(8) 1290 Avenue of the Americas New York, New York 10104.......................................... 1,162,100 [7.2]% Dewey Square Investors Corporation(9) One Financial Center Boston, Massachusetts 02111....................................... 866,419 [5.3]% Ronald LaBow....................................................... 1,694,150(5) [9.5]% Neil D. Arnold..................................................... 186,656(10) [1.1]% Robert A. Davidow.................................................. 184,128(11) [1.1]% William Goldsmith.................................................. 100,000(10) * Robert D. LeBlanc.................................................. 398,123(12) [2.4]% Marvin L. Olshan................................................... 104,330(13) * Raymond S. Troubh.................................................. 142,000(14) * James G. Bradley................................................... 261,654(15) [1.6]% Robert K. Hynes.................................................... 52,945(16) * Arnold G. Nance.................................................... 17,775(17) * 4 All Directors and Executive Officers as a Group (10 persons) 2,972,127(18) [15.7]% - ------------------- * less than one percent. (1) Each stockholder, 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 June 4, 2002 of [16,215,120] shares. (3) Based on a Schedule 13G/A filed in February 2002, Deutsche Bank A.G. beneficially holds 871,000 shares of Series A Convertible Preferred Stock and 738,360 shares of Series B Convertible Preferred Stock convertible into 2,759,850 and 1,809,720 shares of Common Stock, respectively, and 402,900 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 541,656 shares of Common Stock. (6) Dimensional Fund Advisors, Inc. ("Dimensional"), an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other investment vehicles, including commingled group trusts. (These investment companies and investment vehicles are the "Portfolios"). In its role as investment advisor and investment manager, Dimensional possessed both investment and voting power over 1,307,225 shares of WHX Corporation stock as of December 31, 2001. The Portfolios own all securities reported in this statement, and Dimensional disclaims beneficial ownership of such securities. (7) Based on a Schedule 13D/A filed in July 2001, Gabelli Funds, LLC, GAMCO Investors, Inc., Gabelli International Limited, Gabelli Advisers, Inc. and Gabelli Performance Partnership L.P. collectively beneficially hold 2,049,009 shares of Common Stock. This amount includes Common Stock issuable upon their conversion of 390,931 shares of Series A Convertible Preferred Stock and 286,031 shares of Series B Convertible Preferred Stock. 5 (8) 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. (9) 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. (10) Consists of shares of Common Stock issuable upon their exercise of options within 60 days hereof. (11) Includes 103,330 shares of Common Stock issuable upon their exercise of options within 60 days hereof, and approximately 80,798 shares of Common Stock issuable upon conversion of 25,500 shares of Series A Convertible Preferred Stock. (12) Includes 366,656 shares of Common Stock issuable upon their exercise of options within 60 days hereof, 24,016 shares of Common Stock, and approximately 2,451 shares of Common Stock issuable upon conversion of 1,000 shares of Series B Preferred Stock owned directly by Mr. LeBlanc, 1,000 shares of Common Stock held by Mr. LeBlanc's wife and 4,000 shares of Common Stock held by Mr. LeBlanc's children. (13) Includes 103,330 shares of Common Stock issuable upon their exercise of options within 60 days hereof. (14) Includes 90,000 shares of Common Stock issuable upon their exercise of options within 60 days hereof. (15) Includes 260,000 shares of Common Stock issuable upon their exercise of options within 60 days hereof. (16) Includes 49,996 shares of Common Stock issuable upon their exercise of options within 60 days hereof. (17) Includes 10,000 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 3,690 shares of Common Stock. (18) Includes 2,682,484 shares of Common Stock issuable upon their exercise of options within 60 days hereof. 6 DIRECTORS The Company's Certificate of Incorporation and By-laws provide for the classification of the Board of Directors into three classes. The two Class I Directors have a term that expires at the 2003 Annual Meeting of Stockholders of the Company, the two Class II Directors have a term that expires at the 2004 Annual Meeting of Stockholders of the Company and the three Class III Directors, which are nominated for election at the Company's 2002 Annual Meeting of Stockholders of the Company to be held June 18, 2002, in the event they are elected will have a term that expires at the 2005 Annual Meeting of Stockholders of the Company. The names of the directors and certain information concerning them are set forth: PRINCIPAL OCCUPATION FIRST YEAR CLASS OF FOR THE PAST FIVE YEARS BECAME NAME DIRECTOR AND CURRENT PUBLIC DIRECTORSHIPS AGE A DIRECTOR(1) - ---- -------- -------------------------------- --- ------------- Neil D. Arnold III DIRECTOR AND VICE CHAIRMAN OF THE 53 1992 BOARD. Officer of WPN Corp., a financial consulting company, since August 2001. Private Investor since May 1999. Group Finance Director of Lucas Varity plc from December 1996 to May 1999, and Executive Vice President - Corporate Development from September 1996 to December 1996; Senior Vice President and Chief Financial Officer of Varity Corporation from July 1990 to September 1996. Lucas Varity plc designs, manufactures and supplies advanced technology systems, products and services in the world's automotive and aerospace industries. Robert A. Davidow III DIRECTOR. Private investor since 60 1992 January 1990. Director of Arden Group, Inc., a supermarket holding company. William Goldsmith I DIRECTOR. Management and Marketing 83 1987 Consultant since 1984. Chairman of Nucon Energy Corp. since 1997 and TMP, Inc. from January 1991 to 1993. Chairman and Chief Executive Officer of Overspin Golf Corp. from 1993 to 1997. Chairman and Chief Executive Officer of Fiber Fuel International, Inc., from 1994 to 1997. Life Trustee to Carnegie Mellon University since 1980. 7 Ronald LaBow III CHAIRMAN OF THE BOARD. President of 66 1991 Stonehill 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. Robert D. LeBlanc I DIRECTOR. Executive Vice President of 52 1999 the Company since April 1998. President and Chief Executive Officer of Handy & Harman ("H&H") since April 1998. The Company acquired (H&H in April 1998). President, Chief Operating Officer and Director of H&H from July 1997 to April 1998. Executive Vice President of H&H from November 1996 to July 1997. Director of Church & Dwight Co., Inc., a consumer products and specialty chemical company, since July 1998. Marvin L. Olshan II Director. Secretary of the Company 74 1991 since 1991. Partner, Olshan Grundman Frome Rosenzweig & Wolosky LLP, from 1956 to 2002, and Of Counsel since 2002. Raymond S. Troubh II Director. Financial Consultant for in 76 1992 excess of past five years. Mr. Troubh is also a director of ARIAD Pharmaceuticals, Inc., Diamond Offshore Drilling, Inc., Enron Corp., General American Investors Company, Gentiva Health Services, Inc., Health Net, Inc., Hercules Incorporated, Starwood Hotels & Resorts, and Triarc Companies, Inc., a holding company. Trustee of Petrie Stores Liquidating Trust. - ------------------ (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. 8 MEETINGS AND COMMITTEES The Board of Directors met on 4 occasions and took action by unanimous written consent on 1 occasion during the fiscal year ended December 31, 2001. 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 Incentive and Nonqualified Stock Option Plan and the 2001 Stock Option 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 3 occasions during the fiscal year ended December 31, 2001. 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 Raymond S. Troubh, Robert A. Davidow and William Goldsmith. The Audit Committee met on 4 occasions and took action by unanimous written consent on 1 occasion during the fiscal year ended December 31, 2001. The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility to oversee the Company's financial reporting activities. 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. A report from the Audit Committee is also included in this Proxy Statement, see Audit Committee Report. The members of the Compensation Committee are Robert A. Davidow, William Goldsmith and Marvin L. Olshan. The Compensation Committee met on 4 occasions and took action by unanimous written consent on 2 occasions during the fiscal year ended December 31, 2001. The Compensation Committee reviews compensation arrangements and personnel matters. The members of the Nominating Committee are Ronald LaBow, Marvin L. Olshan and Robert A. Davidow. The Nominating Committee took action by unanimous written consent on 1 occasion during the fiscal year ended December 31, 2001. 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 Incentive and Nonqualified Stock Option Plan (the "1991 Plan") and the 2001 Stock Option Plan (the "2001 Plan"). The Stock Option Committee took action by unanimous written consent on 2 occasions during the fiscal year ended December 31, 2001. 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 9 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 up to a maximum of 40,000 shares of Common Stock pursuant to the Company's 1997 Directors Stock Option Plan (the "1997 Plan"). All directors of the Company permitted to participate in the 1997 Plan have received the maximum number of shares permitted to be issued thereunder. On July 13, 2001, directors William Goldsmith and Raymond S. Troubh received options to purchase 30,000 shares of Common Stock, directors Robert A. Davidow and Marvin L. Olshan received options to purchase 35,000 shares of Common Stock, and directors Robert D. LeBlanc and Neil D. Arnold received options to purchase 160,000 shares of Common Stock. 33.33% of these options vest on the date of grant, 33.33% on the first anniversary of the grant date and 33.34% on the second anniversary of the grant date. 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, 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 2001, WPN received a monthly fee of $520,833.33. 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 2001, 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 Compensation -- Management Agreement with WPN." SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors, and persons who beneficially own more than ten percent (10%) of a registered class of the Company's equity securities, to file reports of ownership and changes in 10 ownership with the Securities and Exchange Commission. In addition, under Section 16(a), trusts for which a reporting person is a trustee and a beneficiary (or for which a member of his immediate family is a beneficiary) may have a separate reporting obligation with regard to ownership of the Common Stock and other equity securities of the Company. Such reporting persons are required by rules of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) reports they file. Based solely upon a review of the copies of such forms furnished to the Company and written representations from the Company's executive officers, directors and greater than ten percent (10%) beneficial stockholders, the Company believes that during the year ended December 31, 2001, all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis, except for a Form 5 which was inadvertently filed late by one director. 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. PRINCIPAL OCCUPATION FOR THE PAST NAME FIVE YEARS AND CURRENT PUBLIC DIRECTORSHIPS AGE - ---- ------------------------------------------- --- James G. Bradley EXECUTIVE VICE PRESIDENT. President and Chief Executive Officer of WPSC and WPC since April 1998. 57 President and Chief Operating Officer of Keppel 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. Robert K. Hynes VICE PRESIDENT--FINANCE. Vice President--Finance since June 2001. Vice President of H&H since March 47 2000. Director of Audit and Financial Standards of H&H from April 1995 to March 2000. 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 December 31, 1999, 2000 and 2001: (i) individuals who served as, or acted in the capacity of, the Company's principal executive officer for the fiscal year ended December 31, 2001 (Mr. LeBlanc served as the Company's Principal Executive Officer in 2001); (ii) the 11 Company's other most highly compensated executive officers, which together with the Principal Executive Officer are the most highly compensated officers of the Company whose salary and bonus exceeded $100,000 with respect to the fiscal year ended December 31, 2001 and who were employed at the end of fiscal year 2001; and (iii) up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer of the Company at the end of fiscal year 2001. Please note that the executive officers identified in (i), (ii) and (iii) above are collectively referred to as the "Named Executive Officers." SUMMARY COMPENSATION TABLE Long Term Name and Principal Position Annual Compensation Compensation - --------------------------- --------------------------------------- --------------- Other Annual Securities All Other Salary Bonus Compensation Underlying Compensation Year ($) ($)(1) ($)(2) Options (#) ($)(3) ----- -------- -------- ------------ ------------- ------------ Robert D. LeBlanc 2001 460,000 -- -- 160,000 2,771(4) Executive Vice President 2000 433,500 175,000 -- -- 2,496(4) (Principal Executive Officer) 1999 410,774 300,000 -- -- 1,640(4) James G. Bradley 2001 385,000 -- -- -- 14,350 Executive Vice President 2000 400,000 -- -- -- 12,350 1999 400,000 125,000 -- -- 10,767 Robert K. Hynes 2001 174,277 15,000 -- 50,000 716(4) Vice President-Finance(5) 2000 138,882 55,000 -- 10,000 462(4) 1999 121,164 90,000 -- -- 491(4) Arnold G. Nance(6) 2001 214,852 -- -- -- 368,535(7) 2000 364,525 75,000 -- 10,000 8,628(8) 1999 355,654 150,000 -- -- 8,718(9) - --------------------------- (1) Messrs. LeBlanc, Hynes and Nance were granted bonuses pursuant to the H&H Management Incentive Plan in 2001 and 2000 for services performed in the prior year. Mr. Hynes was granted a bonus by the Company in 2002 for services performed in the prior year. Mr. Bradley was granted a bonus in 2000 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. (3) Amounts shown, unless otherwise noted, reflect employer contributions to pension plans. (4) Represents insurance premiums paid by the Company. 12 (5) Mr. Hynes' employment as an officer of the Company commenced June 2001. Prior to such time, he was an employee of Handy & Harman, a subsidiary of the Company since the Handy & Harman acquisition in April 1998. (6) Mr. Nance's employment with the Company terminated August 1, 2001. (7) Represents insurance premiums paid by the Company in the amount of $1,035 and a severance payment to Mr. Nance regarding the termination of his employment in the amount of $367,500. (8) Includes insurance premiums paid by the Company in 2000 of $928. (9) Includes insurance premiums paid by the Company in 1999 of $1,018. OPTION GRANTS TABLE. The following table sets forth certain information regarding stock option grants made to each of the Named Executive Officers during the fiscal year ended December 31, 2001. OPTION GRANTS IN LAST FISCAL YEAR Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Individual Grants Option Term ----------------- ------------------------------ % of Total Options Number of Securities Granted to Exercise Underlying Options Employees in Price Expiration Name Granted (1) Fiscal Year ($/Sh) Date 5%($) 10%($) - ---- -------------------- --------------- --------- ----------- ----- ------ Robert D. LeBlanc...... 160,000 20.65% $1.63 7/13/11 $164,016 $415,648 Robert K. Hynes........ 50,000 6.45% $1.63 7/13/11 $51,255 $129,890 - ------------------- (1) All options were granted under the Company's 2001 Stock Option Plan on July 13, 2001. 33.33% of such options vested upon the grant date, 33.33% vest on the first anniversary of the grant date, and 33.34% vest on the second anniversary of the grant date. 13 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table sets forth certain information concerning unexercised stock options held by the Named Executive Officers as of December 31, 2001. Number of Securities Underlying Value of Unexercised Unexercised Options at 2001 In-the-Money Options at Fiscal Year-End(#) 2001 Fiscal Year-End ($)(1) Name Exercisable/Unexercisable Exercisable/Unexercisable - ---- ------------------------- ------------------------- Robert D. LeBlanc............ 313,328/106,672 0/0 James G. Bradley............. 260,000/0 0/0 Robert K. Hynes.............. 29,998/40,002 0/0 Arnold G. Nance.............. 10,000/0 0/0 - ------------------- (1) On December 31, 2001, the last reported sales price of the Common Stock as reported on the New York Stock Exchange Composite Tape was $1.54. 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 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 Hynes 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 WHX 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 WHX Pension Plan formula to the Career Average Pay after including 100 14 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 as plan compensation for Messrs. LeBlanc and Hynes of $460,000 and $200,000, respectively, and includes the benefits payable under both the WHX 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 on average over the prior 3 fiscal years. EXECUTIVE PENSION BENEFITS NORMAL RETIREMENT ANNUAL RETIREMENT BENEFITS FROM: Name Date (NRD) Service at NRD Salary Bonus Total - ---- ---------- -------------- ------ ----- ----- R.D. LeBlanc July 1, 2014 17 yrs. 8 mos. $155,708 $57,648 $213,556 R. K. Hynes Sept. 1, 2019 30 yrs. 1 mos. $91,823 $27,476 $119,299 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. DEFERRED COMPENSATION AGREEMENTS. Except as described in the next paragraph with respect to the employment agreements of Messrs. LeBlanc, Bradley and Hynes, 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. Robert D. LeBlanc became Executive Vice President of the Company pursuant to a three-year employment agreement dated as of April 7, 1998, which is 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 $175,000 in 2001 for services performed in 2000. Mr. LeBlanc was not granted a bonus in 2002 for services performed in 2001. 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. 15 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 is 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 not granted bonuses in 2002 and 2001 for services performed in 2001 and 2000. 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 K. Hynes became Vice President-Finance of the Company pursuant to a one-year employment agreement dated July 1, 2001, which will be automatically 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. Hynes of no less than $200,000 and an annual bonus to be awarded at the Company's sole discretion. Mr. Hynes was granted a bonus of $15,000 in 2002 for services performed in 2001. In the event that Mr. Hynes' employment is terminated by the Company other than with cause, he will receive a payment of one year's base salary at the highest rate in effect for the twelve preceding months plus bonus plan and compensation accrued. REPORT ON REPRICING OF OPTIONS. None of the stock options granted under any of the Company's plans were repriced in the fiscal year ended 2001. 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, 2001. Mr. Olshan is Of Counsel to 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 $695,000 during the fiscal year ended December 31, 2001. 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 supervision of the Company's reporting obligations under Federal and state securities laws. For fiscal year 2001, 2000 and 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 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. 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, 16 and has the right to acquire 600,000, 200,000 and 200,000 shares, respectively, of Common Stock. WPN additionally beneficially owns options to purchase 982,500 shares of Common Stock. The weighted average exercise price of all such options is $10.23. None of these options were exercised in 2001. 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 2001, 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. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Marvin L. Olshan, a director and Secretary of the Company, is Of Counsel to 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, 2001, the Company paid OGFR&W approximately $695,000. Neil D. Arnold, a director of the Company, joined WPN Corp. as an officer in August 2001. WPN Corp. is wholly-owned by Ronald LaBow, Chairman of the Board of the Company, and is party to a management agreement with the Company - see below. Mr. Arnold was paid $187,500 by WPN for his services in 2001. Prior to joining WPN, Mr. Arnold performed consulting services for the Company during 2001 and received compensation in the amount of $38,000 for such services. CHAPTER 11 BANKRUPTCY FILING OF WHEELING-PITTSBURGH CORPORATION AND ITS SUBSIDIARIES On November 16, 2000, Wheeling-Pittsburgh Corporation and its subsidiaries, including Wheeling-Pittsburgh Steel Corporation (together, the "WPC Group") filed voluntary petitions (the "Chapter 11 Filings") to reorganize their businesses under Chapter 11 of the U.S. Code. The Chapter 11 Filings were made in the United States Bankruptcy Court for the Northern District of Ohio. The WPC Group is in possession of its properties and assets and continues to manage its businesses with its existing directors and officers as debtors-in-possession subject to the supervision of the bankruptcy court. 17 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. 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. See "Executive Compensation-Management Agreement with WPN Corp." STOCKHOLDER PROPOSALS In order to be considered for inclusion in the proxy materials to be distributed in connection with the 2003 Annual Meeting of Stockholders of the Company, stockholder proposals for such meeting must be submitted to the Company no later than January 14, 2003. OTHER MATTERS Pursuant to Section 2.4 of the Company's By-laws, no business may be conducted at the Special Meeting other than the election of up to two directors to the Board of Directors of the Company as provided herein. By Order of the Company, MARVIN L. OLSHAN, Secretary Dated: New York, New York June 6, 2002 THE COMPANY WILL FURNISH A FREE COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 (WITHOUT EXHIBITS) TO ALL OF ITS PREFERRED STOCKHOLDERS OF RECORD AS OF JUNE 5, 2002 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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PRE 14C Filing
Handy & Harman PRE 14CPreliminary information
Filed: 20 May 02, 12:00am