-----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, CrDugaemOhG6UZXN3bIGvUlZf4RJWkNQb5n2OXmj42YXv06ihrXccaLkVFU8lrJr yIsohzT5+q6/GDRwaWkuSQ== 0001137185-02-000002.txt : 20020627 0001137185-02-000002.hdr.sgml : 20020627 20020627142337 ACCESSION NUMBER: 0001137185-02-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020627 GROUP MEMBERS: DAVID ZLATIN GROUP MEMBERS: HOWARD AMSTER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WHX CORP CENTRAL INDEX KEY: 0000106618 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 133768097 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-18593 FILM NUMBER: 02688864 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 STEEL CORP DATE OF NAME CHANGE: 19690202 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMAT SECURITIES LTD CENTRAL INDEX KEY: 0001137185 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 23811 CHAGRIN BLVD STREET 2: SUITE 200 CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2165950987 MAIL ADDRESS: STREET 1: 23811 CHAGRIN BLVD STREET 2: SUITE 200 CITY: BEACHWOOD STATE: OH ZIP: 44122 SC 13D 1 whx.txt United States Securities and Exchange Commission Washington DC 20549 Schedule 13D Under the Securities and Exchange Act of 1934 WHX Corp. (Name of Issuer) WHX Corp. Convertible Preferred Series B Title of Class of Securities 929248300 (CUSIP Number) David Zlatin, 23811 Chagrin Blvd., Suite 200 Beachwood, Ohio 44122-5525, (216) 595-0987 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 19, 2002 (Date of Event Which Requires Filing of this Statement) If this filing person has previously filed a statement on Schedule 13G to report this acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits should be filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be sent. *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 to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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 ("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). 1 Name of Reporting Person Ramat Securities Ltd. 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 210,400 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 210,400 11 Aggregate Amount Beneficially owned 210,400 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 7.1 % 14 Type of Reporting Person BD 1 Name of Reporting Person David Zlatin 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 210,400 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 210,400 11 Aggregate Amount Beneficially owned 210,400 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 7.1 % 14 Type of Reporting Person IN 1 Name of Reporting Person Howard Amster 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 11 Aggregate Amount Beneficially owned 210,400 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 7.1 % 14 Type of Reporting Person IN Item 1. Security and Issuer WHX Corp. Convertible Preferred Series B CUSIP number 929248300 WHX Corporation 110 East 59th Street New York, New York 10022 (212) 355-5200 Item 2. Identity and Background Ramat Securities Ltd., 23811 Chagrin Blvd., # 200, Beachwood, Ohio 44122 Securities Firm David Zlatin and Howard Amster are the unitholders of Ramat Securities Ltd., an Ohio Limited Liability Company. David Zlatin is a 17 % owner/principal of Ramat Securities Ltd. and has total control of voting and dispositive power over all securities owned by Ramat Securities Ltd. While David Zlatin directly or indirectly does not beneficially own 5 % of WHX Corp. Convertible Series B, he because of such voting and dispositive power, might be deemed a beneficial owner of these shares owned by Ramat Securities Ltd. Howard Amster is an 83 % owner/principal of Ramat Securities Ltd. He has no voting or dispositive power over any securities owned by Ramat Securities Ltd., but by being an 83 % owner can be deemed a beneficial owner of all securities owned by Ramat Securities Ltd. d) Neither the members or unitholders of Ramat Securities Ltd. have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) Neither the members or unitholders of Ramat Securities Ltd. have been a party to any civil proceedings of a judicial or administrative body or competent jurisdictions of the type described in Item 2 of Schedule 13D within the last five years. a) David Zlatin b) 2562 Biscayne Blvd., Beachwood, Ohio 44122-1773 c) Present principal occupation- Principal, Ramat Securities Ltd., securities firm- 23811 Chagrin Blvd. # 200, Beachwood, Oh 44122-5525 d) David Zlatin has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) David Zlatin has not been party to any civil proceedings of a judicial or administrative body or competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. f) U.S.A. a) Howard Amster b) 25812 Fairmount Blvd., Beachwood, Ohio 44122-2214 c) Present principal occupation- Principal, Ramat Securities Ltd., securities firm- 23811 Chagrin Blvd. # 200, Beachwood, Oh 44122-5525 d) Howard Amster has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) Howard Amster has not been party to any civil proceedings of a judicial or administrative body or competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. f) U.S.A. Item 3. Source and Amount of Funds or Other Consideration Ramat Securities Ltd. purchased all WHX Corp. Convertible Preferred Series B shares with working capital without borrowing. The total consideration for the purchases is $ 689,335.00. Item 4. Purpose of Transaction Ramat Securities Ltd. acquired WHX Corp. Convertible Preferred Series B shares for purposes of investment. There are no present plans or proposals by the purchaser of record or the beneficial owner as reported in this Schedule 13D which relates to or would result in the following: a. The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer provided, however, the reporting person might acquire additional shares or other securities of the issuer or dispose of some or all of their shares depending upon market conditions and their personal circumstances; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; c. A sale or transfer or a material amount of assets of the issuer or any of its subsidiaries; d. Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number of the terms of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the issuer; f. Any other material in the issuer's business or corporate structure; g. Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; h. Causing a class of securities of the issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or j. Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a)(b) The aggregate amount owned by Ramat Securities Ltd. is 210,400 shares or 7.1 % of the outstanding shares. c) Description of Transactions Ramat Securities Ltd. purchases were executed on the N.Y.S.E. as an open market transaction with Bear, Stearns Securities as the executing broker.
Identity Date Shares Price Ramat Securities 04/19/02 1,300 3.10 Ltd. 04/22/02 5,000 3.004 04/24/02 3,000 3.11 04/30/02 2,000 3.10 05/20/02 3,700 3.0054 05/22/02 200 3.10 05/23/02 700 3.10 05/28/02 300 3.10 05/30/02 500 3.10 05/31/02 1,900 3.10 06/04/02 200 3.20 06/05/02 1,100 3.1954 06/12/02 1,600 3.20 06/13/02 500 3.20 06/17/02 1,000 3.20 06/18/02 100 3.20 06/19/02 187,100 3.30 06/19/02 200 3.25 210,400
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer with any person except as set forth in items 2, 3, 5 above. Item 7. Material to be filed as exhibits. None Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: June 27, 2002 Ramat Securities Ltd. By: David Zlatin Title: Principal David Zlatin Howard Amster -----END PRIVACY-ENHANCED MESSAGE-----