-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M0hQcJ5T+89kIZUNgLHIuweNIRsWVJUG+iCwdo70Oiq9GTsuGO9phn05hMr/S7Aw 9UbonVxlvEGNTE4XfPge1g== 0000950127-01-000157.txt : 20010214 0000950127-01-000157.hdr.sgml : 20010214 ACCESSION NUMBER: 0000950127-01-000157 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WHX CORP CENTRAL INDEX KEY: 0000106618 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 133768097 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-18593 FILM NUMBER: 1536219 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH ST STREET 2: 30TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555200 MAIL ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH STEEL CORP DATE OF NAME CHANGE: 19910130 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING STEEL CORP DATE OF NAME CHANGE: 19690202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE BANK AG\ CENTRAL INDEX KEY: 0000948046 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: I8 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TAUNUSANLAGE 12 D-60325 CITY: FRANKFURT AM MAIN GE STATE: I8 MAIL ADDRESS: STREET 1: TAUNUSANLAGE 12 D-60325 CITY: FRANKFURT AM MAIN STATE: I8 SC 13G 1 0001.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13G* (Amendment No. __) Under the Securities Exchange Act of 1934 WHX Corporation ------------------------------------------------ (Name of issuer) Common Stock, par value $0.01 per share ------------------------------------------------ (Title of class of securities) 929248102 ------------------------------------------------ (CUSIP number) December 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-1 (b) / / Rule 13d-1 (c) / / Rule 13d-1 (d) * On February 14, 2000, Taunus Corporation ("Taunus"), a wholly-owned subsidiary of Deutsche Bank AG which separately aggregates share ownership for purposes of Section 13(d), and Deutsche Bank Securities Inc. ("DBSI"), a wholly-owned subsidiary of Taunus, submitted a Statement of Beneficial Ownership on Schedule 13G reporting their ownership of shares of Common Stock of WHX Corporation. Taunus and DBSI filed an amendment to their Schedule 13G on April 5, 2000. It was subsequently determined that the beneficial ownership of the Common Stock should have been attributed to Deutsche Bank AG and not Taunus and DBSI. Deutsche Bank AG is submitting this Schedule 13G to report its beneficial ownership of WHX Common Stock previously attributed to Taunus and DBSI. Concurrently with this submission, Taunus and DBSI will file a Schedule 13G/A stating that they are not the beneficial owners of WHX Common Stock. - --------------------------------- CUSIP No.929248102 - --------------------------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Deutsche Bank A.G. - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany - ---------------------------- ------ -------------------------------------------- NUMBER OF SHARES 5 SOLE VOTING POWER 3,936,018 ------ -------------------------------------------- BENEFICIALLY OWNED BY SHARED VOTING POWER 6 0 ------ -------------------------------------------- EACH REPORTING SOLE DISPOSITIVE POWER 7 3,936,018 ------ -------------------------------------------- PERSON WITH SHARED DISPOSITIVE POWER 8 0 - -------- ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,936,018* - -------- ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / - -------- ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 21.0%** - -------- ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON HC, BK, CO - -------- ----------------------------------------------------------------------- * The figure represents 687,220 shares of Series A Convertible Preferred Stock and 666,460 shares of Series B Convertible Preferred Stock convertible into 2,177,525 and 1,633,493 shares of Common Stock respectively and 125,000 shares of Common Stock. ** The percentage reflects the adjustment of outstanding shares to include the number of shares of Common Stock which would be receivable by the Reporting Person if it were to convert all of its shares of Series A and Series B Convertible Preferred Stock into Common Stock. 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 is 110 East 59th Street, New York, New York 10022. Item 2(a). Name of Person Filing: This statement is filed on behalf of Deutsche Bank AG (the "Reporting Person"). Item 2(b). Address of Principal Business Office or, if none, Residence: The principal place of business of the Reporting Person is Taunusanlage 12, D-60325, Frankfurt am Main, Federal Republic of Germany. Item 2(c). Citizenship: The citizenship of the Reporting Person is set forth on the 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 the 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) / / Broker or dealer registered under section 15 of the Act; (b) /X/ 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: The Reporting Person owns the amount of the Common Stock as set forth on the cover page. (b) Percent of class: The Reporting Person owns the percentage of the Common Stock as set forth on the cover page. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: The Reporting Person has the sole power to vote or direct the vote of the Common Stock as set forth on the cover page. (ii) shared power to vote or to direct the vote: The Reporting Person has the shared power to vote or direct the vote of the Common Stock as set forth on the cover page. (iii) sole power to dispose or to direct the disposition of: The Reporting Person has the sole power to dispose or direct the disposition of the Common Stock as set forth on the cover page. (iv) shared power to dispose or to direct the disposition of: The Reporting Person has the shared power to dispose or direct the disposition of the Common Stock as set forth on the 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. Not applicable. 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: February 12, 2001 DEUTSCHE BANK AG By: /s/ Dr. Rainer Grimberg --------------------------------- Name: Dr. Rainer Grimberg Title: Director By: /s/ Hagen Repke --------------------------------- Name: Hagen Repke Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----