sec document

10-K/A 1 whx10ka01306_12312000.htm ANNUAL REPORT AMENDMENT sec document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended
December 31, 2000.

/ / TRANSITION REPORT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission file number 1-2394

WHX CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 13-3768097
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

110 EAST 59TH STREET 10022
NEW YORK, NEW YORK (ZIP CODE)
(Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-355-5200 SECURITIES
REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange on
Title of each class which registered
------------------- ----------------

Common Stock, $.01 par value New York Stock Exchange
Series A Convertible Preferred Stock, $.10 par value New York Stock Exchange
Series B Convertible Preferred Stock, $.10 par value New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes No X
---- ----

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
----

Aggregate market value of Common Stock held by non-affiliates of the
Registrant as of March 31, 2001 was $20,739,054, which value, solely for the
purposes of this calculation excludes shares held by Registrant's officers,
directors, and their affiliates. Such exclusion should not be deemed a
determination by Registrant that all such individuals are, in fact, affiliates
of the Registrant. The number of shares of Common Stock issued and outstanding
as of March 31, 2001 was 14,920,183, including 244,510 shares of redeemable
Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE: None.

WHX Corporation (the "Company") hereby amends and restates
Part 3 of its Annual Report on Form 10-K filed with the Securities and Exchange
Commission on May 1, 2001, to read in its entirety:

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company's Certificate of Incorporation and Bylaws provide
for the classification of the Board of Directors into three classes. The term of
the three Class II Directors expires at the 2001 Annual Meeting of Stockholders
of the Company, the term of the three Class III Directors expires at the 2002
Annual Meeting of Stockholders of the Company and the term of the two Class I
Directors expires at the 2003 Annual Meeting of Stockholders of the Company.

The following sets for certain information concerning them are
set forth with respect to the Directors of the Company:

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. Private Investor since May 1999. 52 1992
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.

Paul W. Bucha II DIRECTOR. Consultant to the Company since 57 1993
December 2000. President, B,L,H&J, Inc. an
international consulting firm since November
2000 and from July 1991 to April 1998;
Chairman of the Board of Wheeling-Pittsburgh
Steel Corporation from April 1998 to November
2000; President, Paul W. Bucha & Company,
Inc., an international marketing consulting firm
from 1979 to April 1999 and since November
2000; Chairman and Chief Executive Officer of
Delta Defense from October 1997 to April 1998.
President, Congressional Medal of Honor
Society of U.S. from September 1995 to
November 1999.

Robert A. Davidow III DIRECTOR AND VICE CHAIRMAN OF THE BOARD. 58 1992
Private investor since January 1990. Director of
Arden Group, Inc., a supermarket holding
company.

William Goldsmith I DIRECTOR. Management and Marketing 82 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. since
1993. Chairman and Chief Executive Officer of
Fiber Fuel International, Inc., from 1994 to
1997. Life Trustee to Carnegie Mellon
University since 1980.

Ronald LaBow III CHAIRMAN OF THE BOARD. President of Stonehill 65 1991
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 the 51 1999
Company since April 1998. President and Chief
Executive Officer of Handy & Harman
("H&H") since April 1998. (H&H was acquired
by the Company 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. Executive Vice President of Elf Atochem
North America, Inc. from January 1994 to
November 1996. 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 since 72 1991
1991. Partner, Olshan Grundman Frome
Rosenzweig & Wolosky LLP, since 1956.

Raymond S. Troubh II DIRECTOR. Financial Consultant for in excess of 74 1992
past five years. Mr. Troubh is also a director of
ARIAD Pharmaceuticals, Inc., Diamond
Offshore Drilling, Inc., General American
Investors Company, Gentiva Health Services,
Inc., a health services business, Health Net, Inc.,
a managed health care company, Starwood
Hotels & Resorts, and Triarc Companies, Inc.,
restaurants and soft drinks. Trustee of
Corporate Renaissance Group Liquidating
Trust, Microcap Liquidating Trust and 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.

MEETINGS AND COMMITTEES

The Board of Directors met on 9 occasions and took action by unanimous
written consent on 1 occasion during the fiscal year ended December 31, 2000.
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 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, 2000. 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 Neil D. Arnold,
Robert A. Davidow and Raymond S. Troubh. The Audit Committee met on 4 occasions
during the fiscal year ended December 31, 2000. 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. 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 1 occasion during
the fiscal year ended December 31, 2000. The Compensation Committee reviews
compensation arrangements and personnel matters. The members of the Nominating
Committee are Ronald LaBow, Marvin L. Olshan, Paul W. Bucha and Robert A.
Davidow. 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 Option Plan. The Stock Option Committee took action
by unanimous written consent on 2 occasions during the fiscal year ended
December 31, 2000.

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
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 (commencing with the 1998 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.

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 of the Company, 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 2000, 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 2000, 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 "Item 11. Management Remuneration -- Executive Compensation --
Management Agreement with WPN."

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 55
WPSC since April 1998. President and Chief Operating Officer of
Koppel 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;
Vice President-Operations of International Mill Service from May
1992 to October 1995. Director of WesBanco, Inc. since August 1998.

Paul J. Mooney VICE PRESIDENT. Vice President of the Company and Executive Vice 49
President and Chief Financial Officer of WPC and WPSC since October
1997. National Director of Cross Border Filing Services with the
Accounting, Auditing and SEC Services department of
PricewaterhouseCoopers LLP from July 1996 to November 1997.
Accounting and Business Advisory Services Department--Pittsburgh
Site Leader of PricewaterhouseCoopers LLP from 1988 until June
1996. Client Service and Engagement Partner of
PricewaterhouseCoopers LLP from 1985 until November 1997.

Howard Mileaf VICE PRESIDENT -- GENERAL COUNSEL. Vice President -- General Counsel 64
of the Company since May 1998; Vice President -- Special Counsel of
the Company from April 1993 to April 1998. Trustee/Director of
Neuberger Berman Equity Mutual Funds, since 1984.

Arnold G. Nance VICE PRESIDENT -- FINANCE. Vice President - Finance since April 44
1998. Vice President of Development and Planning of Handy & Harman
since May 1998. Special Assistant to the Chairman of the Board of
Directors from November 1995 to April 1998. Vice President of
Wheeling-Pittsburgh Radio Corporation from July 1993 to November
1995.

ITEM 11. MANAGEMENT REMUNERATION

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 1998,
1999 and 2000: (i) individuals who served as, or acted in the capacity of, the
Company's chief executive officer for the fiscal year ended December 31, 2000
(Messrs. Bradley and LeBlanc currently serve as Co-Principal Executive Officers,
with Mr. Bradley having primary responsibility for the operations of WPSC and
Mr. LeBlanc having primary responsibility for the operations of H&amp;H);
and (ii) the Company's other most highly compensated executive officers, which
together with the Co-Principal Executive Officers are the five most highly
compensated officers of the Company whose salary and bonus exceeded $100,000
with respect to the fiscal year ended December 31, 2000 and who were employed at
the end of fiscal year 2000. Please note that Messrs. LeBlanc and Bradley and
the executive officers identified in (ii) 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)
---- ------ ------ ----------- ----------- -------------

James G. Bradley 2000 400,000 -- -- -- 12,350
Executive Vice President(4) 1999 400,000 125,000 -- -- 10,767
1998 277,436 150,000 46,445(5) 260,000 10,767

Robert D. LeBlanc 2000 433,500 175,000 -- -- 2,496(7)
Executive Vice President (6) 1999 410,774 300,000 -- -- 1,640(7)
1998 298,469 150,000 -- 260,000 121,043(8)

Arnold G. Nance 2000 364,525 75,000 -- 10,000 8,628(9)
Vice President-Finance 1999 355,654 150,000 -- -- 8,718(10)
1998 282,154 105,000 42,172(11) 100,000 7,308

Howard A. Mileaf 2000 120,000 480,000 -- -- 15,300
Vice President-General Counsel 1999 120,000 500,000 -- -- 15,300
1998 120,000 1,080,000 -- -- 14,623

Paul J. Mooney 2000 275,000 35,000 -- -- 35,996(12)
Vice President 1999 275,000 30,000(13) -- -- 35,033(12)
1998 256,250 90,000(13) 44,282(14) -- 36,992(15)
------------------
(1) Mr. Mileaf was granted a bonus during 2000, 1999 and 1998 for his
performance relative to insurance company settlements, as a result of
which the Company received gross proceeds of in excess of an aggregate
of approximately $38 million. Messrs. LeBlanc and Nance were granted
bonuses pursuant to the H&amp;H Management Incentive Plan. Messrs.
LeBlanc, Nance and Mooney were granted bonuses in 2000 and 1999 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) Effective April 23, 1998, Mr. Bradley returned as President and Chief
Executive Officer.
(5) Includes membership dues of $31,355.
(6) Mr. LeBlanc's employment with the Company commenced April 1998 as a
result of the Handy &amp; Harman acquisition.

(7) Represents insurance premiums paid by the Company.
(8) Includes the value of awards under the H&amp;H Long-Term Incentive Plan
aggregating $120,097, half of which vested in February 1999 and half of
which vested in January 2000, and insurance premiums of $946 the Company
paid in 1998.
(9) Includes insurance premiums paid by the Company in 2000 of $928.
(10) Includes insurance premiums paid by the Company in 1999 of $1,018.
(11) Includes relocation allowance of $40,411.
(12) Includes insurance premiums paid by the Company in 2000 and 1999 of
$25,000.
(13) Represents payments made pursuant to Mr. Mooney's employment agreement.
(14) Includes membership dues of $36,233.
(15) Includes insurance premiums paid by the Company in 1998 of $28,125.

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, 2000.

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%($)
---- --------------- ----------- ------ ---- ----- ------

Arnold G. Nance............ 10,000 3.7% $6.875 2/9/10 43,236 109,570

(1) All options were granted under the Company's 1991 Incentive and
Nonqualified Stock Option Plan and vest ratably over a three-year
period. This period commenced February 9, 2000.

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, 2000.

Number of Securities Underlying Value of Unexercised In-the-
Unexercised Options at 2000 Fiscal Money Options at 2000 Fiscal
Year-End(#) Year-End($)(1)
Name Exercisable/Unexercisable Exercisable/ Unexercisable
---- ------------------------- --------------------------
James G. Bradley........................... 260,000/0 0/0
Robert D. LeBlanc.......................... 260,000/0 0/0
Arnold G. Nance............................ 103,333/6,667 0/0
Howard A. Mileaf........................... 25,000/0 0/0
Paul J. Mooney ............................ 40,000/0 0/0

(1) On December 29, 2000, the last reported sales price of the
Common Stock as reported on the New York Stock Exchange
Composite Tape was $0.75.

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&amp;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&amp;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&amp;H's Chief Executive Officer and the Compensation Committee of the Board of
Directors of the Company. Messrs. LeBlanc and Nance are the only Named Executive
Officers who are participants in the Amended and Restated LTIP.

H&amp;H maintains the Supplemental Executive Retirement Plan
("SERP") to provide executive officers the amount of reduction in their formula
pension benefits under the Handy &amp; Harman 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 Handy &amp; Harman Pension Plan formula to the Career Average Pay after
including 100 percent of the amounts received under the Handy &amp; 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 December 31, 2000 rate of salary paid by H&amp;H as plan
compensation of Messrs. LeBlanc and Nance of $433,500 and $227,500,
respectively, and include the benefits payable under both the Handy &amp; Harman
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
for 2000.

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. $148,547 $65,442 $213,989
A.G. Nance January 1, 2022 28 yrs. 6 mos. 111,706 38,125 149,831

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. Bradley,
LeBlanc and Nance, 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 will be 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 bonuses of $175,000 and $300,000 in 2001 and
2000, respectively, for services performed in 2000 and 1999. 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.

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 will be
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 granted a bonus of
$125,000 in 2000 for services performed in 1999. 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. Arnold G. Nance became Vice President, Planning and
Development of H&amp;H pursuant to a one-year employment agreement with H&amp;H
dated as of May 1, 1998, which was amended as of December 21, 1998 and which
will automatically be 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. Nance of no less than $210,000 and an annual bonus
to be awarded at the Company's sole discretion. Mr. Nance was granted bonuses of
$75,000 and $150,000 in 2001 and 2000, respectively, for services performed in
2000 and 1999. In the event that Mr. Nance's employment is terminated by the
Company other than with cause, he will receive a payment of one year's salary at
the highest rate in effect during the 12 preceding months.

Mr. Paul J. Mooney is Executive Vice President and Chief
Financial Officer of WPC and WPSC and Vice President of WHX pursuant to a
three-year employment agreement dated as of December 24, 1998, which will be
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. Mooney of $275,000 and an annual bonus to be granted
in accordance with the terms of WPSC's management incentive program. Mr. Mooney
was granted a bonus of $35,000 in 2000. Upon the occurrence of a change of
control of the Company, or in the event that Mr. Mooney's employment is
terminated by the Company other than with cause, Mr. Mooney will receive a
payment of $825,000. Upon the sale of WPC or WPSC, subject to certain
conditions, Mr. Mooney will receive a payment of $1,825,000.

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
2000.

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, 2000. Mr. Olshan is a member of Olshan Grundman Frome Rosenzweig &amp;
Wolosky LLP, which the Company has retained as outside general counsel since
January 1991. The Company has paid such firm approximately $524,584 during the
fiscal year ended December 31, 2000.

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 2000 and 1999, WPN
received a monthly fee of $520,833.33. In 1998, WPN received a monthly fee of
$458,333.33 from January 1 until April 13 and $520,833.33 from April 14 until
December 31. In addition, in October 1999 the Board of Directors also awarded a
$3,280,000 bonus to WPN and in September 1998 the Board of Directors awarded WPN
a bonus of $3,750,000, each 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, 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 2000. 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 2000, 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.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning
ownership of the Common Stock of WHX Corporation outstanding at April 2, 2001,
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. Unless otherwise
indicated, each stockholder has sole voting power and sole dispositive power
with respect to the indicated shares.

SHARES BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED OF CLASS(2)
--------------------------------------- -------------------- -----------
Deutsche Bank A.G. (3)
Taunusanlage 12, D-60325
Frankfurt am Main, Federal Republic of Germany 3,936,018 21.0%

Founders Financial Group, L.P. (4)
53 Forest Avenue
Old Greenwich, Connecticut 06870 1,034,706 6.9%

WPN Corp. (5)
110 E. 59th Street
New York, New York 10022 1,694,150 10.3%

Donald Smith & Co., Inc. (6)
East 80, Route 4, Suite 360
Paramus, New Jersey 07652 830,000 5.6%

Dimensional Fund Advisors Inc. (7)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 1,317,625 8.8%

Gabelli Funds, LLC (8)
One Corporate Center,
Rye, New York 10580 1,827,881 11.8%

Alliance Capital Management L.P. (9)
1290 Avenue of the Americas
New York, New York 10104 1,162,100 7.8%

Dewey Square Investors Corporation (10)
One Financial Center
Boston, Massachusetts 02111 866,419 5.8%

Ronald LaBow 1,694,150(5) 10.3%

Neil D. Arnold 70,000(11) *

Paul W. Bucha 115,000(11) *

Robert A. Davidow 112,035(12) *

William Goldsmith 70,000(11) *

Robert D. LeBlanc 290,090(13) 1.9%

Marvin L. Olshan 71,000(12) *

Raymond S. Troubh 72,000(12) *

James G. Bradley 261,654(14) 1.7%

Howard A. Mileaf 27,000(15) *

Arnold G. Nance 109,158(16) *

All Directors and Executive Officers as a Group
(12 persons) 2,982,087(17) 16.9%

-------------------
* less than one percent.

(1) Each 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 April 2, 2001 of
14,920,182 shares.
(3) Based on a Schedule 13G filed in February 2001, Deutsche Bank A.G.
beneficially owns 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.
(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 435,000 shares of Common
Stock.
(6) Based on Schedule 13G filed in February 2001, Donald Smith & Co., Inc.
beneficially holds 830,000 shares of Common Stock.
(7) 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
1,317,625 shares of WHX Corporation stock as of December 31, 2000. The
Portfolios own all securities reported in this statement, and
Dimensional disclaims beneficial ownership of such securities.
(8) Based on a Schedule 13D/A filed in January 2001, Gabelli Funds, LLC,
GAMCO Investors, Inc., Gabelli International Limited, Gabelli Advisers,
Inc. and Gabelli Performance Partnership L.P. collectively beneficially
hold 1,827,881 shares of Common Stock. This amount includes Common
Stock issuable upon their conversion of 340,876 shares of Series A
Convertible Preferred Stock and 254,658 shares of Series B Convertible
Preferred Stock.
(9) 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.
(10) 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.
(11) Consists of shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(12) Includes 70,000 shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(13) Includes 260,000 shares of Common Stock issuable upon their exercise of
options within 60 days hereof, 21,639 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.
(14) Includes 260,000 shares of Common Stock issuable upon their exercise of
options within 60 days hereof. (15) Includes 25,000 shares of Common
Stock issuable upon their exercise of options within 60 days hereof.
(16) Includes 103,333 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 1,740 shares of Common Stock.

(17) Includes 2,695,833 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Paul W. Bucha, a director of the Company, is WPSC's designee to the
Board of Wheeling-Nisshin. James D. Hesse, a former Vice President of the
Company, is President, Chief Executive Officer and a director of
Wheeling-Nisshin. The WPC Group (as defined below) currently holds a 35.7%
equity interest in Wheeling-Nisshin. Mr. Bucha is also (i) the Chairman and a
director of Ohio Coatings Company, a joint venture 50% owned by WPSC and (ii)
the director and a vice president of Wheeling Downs Racing Association, which is
50% owned by WHX Entertainment Corp., a wholly-owned subsidiary of the Company.

Marvin L. Olshan, a director and Secretary of the Company, is a member
of Olshan Grundman Frome Rosenzweig & Wolosky LLP ("OGFR&W"). The Company has
retained OGFR&W as its outside general counsel since January 1991. For the
fiscal year ended December 31, 2000, the Company paid OGFR&W approximately
$524,584.

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 "Item 11. Management Remuneration - Executive
Compensation-Management Agreement with WPN Corp."

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized in the City of New York,
State of New York on May 21, 2001.

WHX CORPORATION

By: /s/ Arnold Nance
---------------------------------
Name: Arnold Nance
Title: Vice President - Finance