-----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, Bmd1rXJrqEp9M6DUOZlcu5rCk9Q58AojXiB8K/zTAAw9kNdizEhm6umcR//znMSD XlB2hKed+10QyxZPJMejtg== 0000921895-96-000074.txt : 19960429 0000921895-96-000074.hdr.sgml : 19960429 ACCESSION NUMBER: 0000921895-96-000074 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960426 SROS: NYSE FILER: 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02394 FILM NUMBER: 96551644 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH ST 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 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 10-K/A FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For the fiscal year ended December 31, 1995. OR / / 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
Securities registered pursuant to Section 12(g) of the Act: None 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 /X/ No / / 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 February 1, 1996 was $338 million, which value, solely for the purposes of this calculation excludes shares held by Registrant's officers and directors. 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 February 1, 1996 was 27,520,147, including 442,768 shares of redeemable Common Stock. Applicable only to registrants involved in bankruptcy proceedings during the preceding five years: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes /X/ No/ / PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors The following sets forth certain information with respect to the Directors of the Company:
Principal Occupation First Year for the Past Five Years Became Name and Current Public Directorships Age a Director(1) - ---- -------------------------------- --- ------------- Neil D. Arnold Director. Senior Vice President and Chief 47 1992 Financial Officer of Varity Corporation, a manufacturer of farm machinery, automotive components and diesel engines, since July 1990; prior thereto for in excess of six years, a Vice President or Senior Vice President of such corporation. Paul W. Bucha Director. President, Paul W. Bucha & 52 1993 Company, Inc., an international marketing consulting firm, since 1979; President, BLHJ, Inc., an international consulting firm, from July 1991 to present; President, The Spoerry Group, the general partner of a real estate partnership, from 1986 to January 1992; President, Congressional Medal of Honor Society of U.S., since September 1995. Robert A. Davidow Director. Private investor since January 53 1992 1990. Mr. Davidow is also a director of Arden Group, Inc. William Goldsmith Director. Management and Marketing 77 1987 Consultant since 1984; Chairman of the Board of TMP, Inc. from January 1991 to 1993; Chairman and Chief Executive Officer of Overspin Golf, since January 1994; Chairman of the Board and Chief Executive Officer of Fiber Fuel International, Inc., since 1994; Life Trustee to Carnegie Mellon University since 1980.
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Principal Occupation First Year for the Past Five Years Became Name and Current Public Directorships Age a Director(1) - ---- -------------------------------- --- ------------- Ronald LaBow Chairman of the Board. President, 61 1991 Stonehill Investment Corp. since February 1990. Mr. LaBow is also a director of Regency Equities Corp., a real estate company, and Teledyne, Inc. Marvin L. Olshan Director and, since 1991, Secretary of the 68 1991 Company. Partner, Olshan Grundman Frome & Rosenzweig LLP, since 1956. Raymond S. Troubh Director. Financial Consultant for in 69 1992 excess of past five years. Mr. Troubh is also a director of ADT Limited, a provider of electronic security alarm protection, America West Airlines, Inc., Applied Power Inc., a manufacturer and distributor of hydraulic power equipment, ARIAD Pharmaceuticals, Inc., Becton, Dickinson and Company, a medical instrumentation and equipment company, Benson Eyecare Corporation, Diamond Offshore Drilling, Inc., Foundation Health Corporation, General American Investors Company, Manville Corporation, Olsten Corporation, a temporary help company, Petrie Stores Corporation, a retail chain, Riverwood International Corporation, a packaging and carton company, Time Warner Inc. and Triarc Companies, Inc., a company engaged in the production and distribution of food and soft drinks. James L. Wareham Director and, since 1992, President of the 55 1989 Company. Chairman of the Board and Chief Executive Officer of Wheeling- Pittsburgh Steel Corporation ("WPSC") since September 1992, and Director, President and Chief Operating Officer of WPSC since May 1989. Mr. Wareham is also a director of ViroGroup, Inc. and Wesbanco Corporation.
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Principal Occupation First Year for the Past Five Years Became Name and Current Public Directorships Age a Director(1) - ---- -------------------------------- --- ------------- Lynn Williams Director. Retired since March 1994. 71 1995 President of United Steelworkers of America from November 1983 to March 1994.
- ------------------ (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 ("WPC"). MEETINGS AND COMMITTEES The Board of Directors met or took action by unanimous written consent on twelve occasions during the fiscal year ended December 31, 1995. 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 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 four occasions during the fiscal year ended December 31, 1995. 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 Robert A. Davidow, Raymond S. Troubh, Neil D. Arnold and Paul W. Bucha. The Audit Committee met on six occasions during the fiscal year ended December 31, 1995. 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 Interests Policy. The members of the Compensation Committee are Robert A. Davidow, William Goldsmith and Marvin L. Olshan. The Compensation Committee met on five occasions during the fiscal year ended December 31, 1995. 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 written consent on two occasions during the fiscal year ended December 31, 1995. The Nominating Committee recommends nominees to the Board of Directors of the Company. The members of the Stock Option Committee are Ronald LaBow, Robert A. Davidow and Marvin L. Olshan. The Stock Option Committee administers the granting of stock options under the 1991 Plan. The Stock Option Committee did not meet or take action by unanimous written consent during the fiscal year ended December 31, 1995. Directors of the Company who are not officers of the Company or WPSC 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 Executive and Stock Option Committees, and $1,000 per day of consultation and other services -4- 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 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. Pursuant to a management agreement effective as of January 3, 1991, as amended (the "Management Agreement"), approved by a majority of the 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 disinterested directors. In 1995, WPN received a monthly fee of $458,333.33, with total payments in 1995 of $5,500,000. 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. The terms of such Management Agreement are reviewed annually. See "Executive Officers -Management Agreement with WPN." EXECUTIVE OFFICERS 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(1) Age - ---- ---------------------------------------------- --- Frederick G. Chbosky Chief Financial Officer. Chief Financial Officer of the 51 Company since June 1991; Executive Vice President -- Finance of WPSC since December 1992; Vice President -- Finance and Chief Financial Officer of WPSC since September 1985 and Director of WPSC since January 1991; Vice President -- Purchasing Traffic and Raw Materials with WPSC from 1983 to 1985; Comptroller of WPSC from 1980 to 1983; Various financial positions with WPSC, 1975 to 1980; Director, Wheeling-Nisshin, Inc. James G. Bradley Vice President. Vice President of the Company since 51 October 1995; Executive Vice President-Operations of WPSC since October 1995; Vice President-Operations of International Mill Service from 1992 to October 1995; Vice President-Operations/Plant Manager of USS/Kobe Steel Company from 1990 to 1992.
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Principal Occupation for the Past Name Five Years and Current Public Directorships(1) Age - ---- ---------------------------------------------- --- James D. Hesse Vice President. Vice President of the Company since 57 January 1994; Executive Vice President -- Commercial and Chief Operating Officer of WPSC since February 1994; Vice President -- Commercial of WPSC since July 1991; Vice President -- Corporate Planning and Marketing of WPSC, from August 1986 to July 1991; General Manager of Sales -- Products, from June 1980 to August 1986; Tin Mill Products Manager, from September 1976 to June 1980; Various line and staff sales positions with WPSC, from 1962 to 1976. Garen Smith Vice President. Vice President of the Company since 53 October 1995; President and Chief Executive Officer of Unimast Incorporated ("Unimast") since April 1991 (Unimast was acquired by the Company in March 1995). DeWayne Tuthill Vice President. Vice President of the Company since 59 December 1993; Executive Vice President -- Manufacturing since February 1994; Vice President -- Purchasing, Traffic and Raw Materials of WPSC since February 1989. Howard Mileaf Vice President -- Special Counsel. Vice President -- Special 59 Counsel to the Company since April 1993; Special Counsel to the Company, from February 1992 to April 1993; Consultant, from August 1991 to April 1993; Vice President and General Counsel, Keene Corporation, from August 1981 to August 1991; Trustee/Director of Neuberger & Berman Equity Mutual Funds, since 1984.
- ---------------- (1) Prior to the Corporate Reorganization, all Executive Officers of the Company who were Executive Officers at the time of the Corporate Reorganization were Executive Officers of WPC. -6- ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table. The following table sets forth, for the fiscal years indicated, all compensation awarded to, earned by or paid to (i) the chief executive officer ("CEO") of the Company (Mr. James L. Wareham, the President of the Company) and (ii) the four most highly compensated executive officers of the Company other than the CEO whose salary and bonus exceeded $100,000 with respect to the fiscal year ended December 31, 1995 and who were employed by the Company on December 31, 1995 (together with the CEO, the "Named Executive Officers"). Summary Compensation Table
Name and Principal Position Annual Compensation Long Term Compensation - --------------------------- ------------------- ---------------------- Other Annual Securities Name and Principal Salary Bonus Compensation Underlying All other Compensation Position Year ($) ($)(1) ($)(2) Options (#) ($)(3) ---------- ---- ----- ------- -------- ----------- --------------------- James L. Wareham, 1995 400,000 -- -- -- 46,825(4) President 1994 400,000 140,000 -- 80,000 44,877(4) 1993 366,667 125,000 -- 22,921 37,644(4) Frederick G. Chbosky, 1995 140,000 22,384 -- -- 10,020 Chief Financial Officer 1994 140,000 37,622 -- -- 7,560 1993 140,000 26,334 -- 13,753 6,384 James D. Hesse, 1995 150,000 23,528 -- -- 19,415 Vice President 1994 147,250 43,476 -- -- 17,737 1993 117,000 19,917 -- 13,753 12,845 DeWayne W. Tuthill, 1995 135,000 21,408 -- -- 8,786 Vice President 1994 133,808 40,768 -- -- 7,770 1993 120,700 19,866 -- 13,753 6,681 Garen Smith, 1995 150,000(5) -- -- -- 3,000 Vice President 1994 -- -- -- -- -- 1993 -- -- -- -- --
- ---------------------------- (1) Includes bonuses paid in 1994, 1995 and 1996 for services rendered in the prior year pursuant to the WPSC Management Incentive Program ("WPSC Management Incentive Program") covering officers and salaried employees of WPSC. Messrs. Wareham and Smith are not eligible to participate in the WPSC Management Incentive Program. Mr. Wareham's employment agreement provides for an annual bonus to be awarded in the sole discretion of the Company. Mr. Wareham was granted a bonus in 1994 and 1995 for services rendered in the prior year. All bonus amounts have been attributed to the year in which the services were performed. At the present time, neither Messrs. Wareham nor Smith have been granted a bonus for services rendered in 1995. (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 WPSC Salaried Employees Pension Plan, except in the case of Mr. Smith which amount reflects other employer pension contributions. -7- (4) Includes insurance premiums paid by the Company in 1995, 1994 and 1993 of $40,000, $40,000 and $26,667, respectively. (5) Employment with the Company commenced March 31, 1995. No options were granted to any of the Named Executive Officers during 1995. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values The following table sets forth certain information concerning unexercised stock options held by the Named Executive Officers as of December 31, 1995. Number of Securities Value of Unexercised In- Underlying Unexercised the-Money Options at Options at 1995 Fiscal 1995 Fiscal Year- Year-End(#) Exercisable/ End($)(1) Exercisable/ Name Unexercisable Unexercisable - ---- ------------------------ ------------------------ James L. Wareham 66,948/60,973 123,097/16,235 James D. Hesse 14,169/4,584 37,608/9,742 Frederick G. Chbosky 14,169/4,584 37,608/9,742 DeWayne W. Tuthill 19,169/4,584 55,733/9,742 Garen Smith 0/0 0/0 - ------------------ (1) On December 31, 1995, the last reported sales price of WHX Common Stock as reported on the New York Stock Exchange Composite Tape was $10.875. Long-Term Incentive and Pension Plans. The Company does not have any long-term incentive or defined benefit pension plans. Deferred Compensation Agreements. Certain key employees of the Company are parties to deferred compensation agreements and/or severance agreements. The deferred compensation agreements generally provide that if the employee remains continuously in the employ of the Company until the fifth anniversary of the approval of the Company's Plan of Reorganization (the "Plan") (which Plan was approved on January 3, 1991), or if the employee's employment is terminated within such period by reason of permanent disability, retirement at age 65 or involuntary termination without good cause, the employee is entitled to receive, over a fifteen-year period commencing at the later of age 65 or termination of employment, an amount equal to twice his base salary for the most recent twelve-month -8- period of his employment prior to January 3, 1996. The annual benefits payable to Messrs. Chbosky, Tuthill and Hesse upon retirement are $18,667, $18,000 and $20,000, respectively. Certain other deferred compensation payments are payable by WPSC in certain circumstances, such as a demotion in job status without good cause, death or as a result of a change of control of the Company. Each of Messrs. Chbosky, Tuthill and Hesse is a party to a deferred compensation agreement such as is described above. Except as described in this paragraph, and in the next paragraph with respect to the employment agreement of Mr. Wareham, 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. James L. Wareham is employed as President of the Company and Chairman of the Board and Chief Executive Officer of WPSC under a two-year agreement which expired April 29, 1995, but which was automatically extended for a successive two-year period. The agreement provides for an annual salary to Mr. Wareham of $400,000 and an annual bonus awarded in the sole discretion of the Company. In March 1995, Mr. Wareham was granted a cash bonus of $140,000 for services rendered in 1994. At the present time Mr. Wareham has not been granted a bonus for services rendered in 1995. The Company considered several factors in determining whether to pay a bonus to Mr. Wareham including the performance of Mr. Wareham and the resulting benefits to the Company and the overall performance of the Company as measured by the guidelines discussed herein used to determine the bonuses of other senior executives of the Company. In addition, the employment agreement provides for Mr. Wareham to receive the cash surrender value of life insurance contracts purchased by the Company upon termination of his employment. The annual premium paid by the Company on the life insurance contracts is $40,000. In the event Mr. Wareham's employment is terminated without cause or Mr. Wareham voluntarily terminates his employment due to a material change in the nature and scope of his authorities and duties after a change in control of the Company occurs, he is entitled to receive a payment of $800,000, and other specified benefits for a period of one year from the date of termination. Specified benefits under Mr. Wareham's employment agreement may be forfeited under certain circumstances. Mr. Garen Smith is a Vice President of the Company and is employed as President and Chief Executive Officer of Unimast under a three-year employment agreement dated as of April 8, 1994. The agreement provides for an annual salary to Mr. Smith of $200,000 per year and an annual bonus of up to 37.5% of Mr. Smith's annual base salary upon the achievement of certain performance targets specified by the Board of Directors of Unimast. In the event Mr. Smith's employment is terminated without cause, he is entitled to receive his annual salary and health insurance benefits for an eighteen month period following his termination. 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, 1995. Mr. Olshan is a member of Olshan Grundman Frome & Rosenzweig LLP, which has been retained as outside general counsel to the Company since January 1991. Fees received from the Company by such firm during the fiscal year ended December 31, 1995 of $919,990 did not exceed 5% of the Company's revenues. Management Agreement With WPN. Pursuant to the Management Agreement, approved by a majority of the disinterested directors of the Company, WPN 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 of the Company's accounting and financial functions and review and -9- supervision of the Company's reporting obligations under Federal and state securities laws. In 1995, WPN received a monthly fee of $458,333.33, with total payments in 1995 of $5,500,000. 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 one year term and is renewable automatically for successive one year periods, unless terminated by either party upon 60 days' notice. Mr. LaBow is the sole stockholder and an officer and director of WPN. 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 such services 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 the Company outstanding as at April 15, 1996, by (i) each person known by the Company to be the beneficial owner of more than five percent of the 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.
Name and Address Percentage of Beneficial Owner(1) Shares Beneficially Owned of Class(2) ---------------------- ------------------------- ----------- FMR Corp. (3) 82 Devonshire Street Boston, Massachusetts 02109 1,682,200 6.1% Dewey Square Investors Corporation (4) 82 Devonshire Street Boston, Massachusetts 02109 2,434,810 8.8% Vanguard/Windsor Fund (5) 75 State Street Boston, Massachusetts 02109 1,601,200 5.8% Ronald LaBow(6) 2,633,948(7)(8) 9.3% Neil D. Arnold 13,333(9) * Paul W. Bucha 13,333(9) * Robert A. Davidow 69,037(10) * William Goldsmith 29,333(9) * Lynn Williams 0 * Marvin L. Olshan 30,333(11) * Raymond S. Troubh 23,333(12) * James L. Wareham 101,254(9) * Frederick G. Chbosky 24,781(13) *
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Name and Address Percentage of Beneficial Owner(1) Shares Beneficially Owned of Class(2) ---------------------- ------------------------- ----------- James D. Hesse 18,753(9) * DeWayne W. Tuthill 23,753(9) * Garen Smith 300 * All Directors and Executive Officers as a Group (15 persons) 3,303,158(14) 11.6%
- ------------------------ * 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 15, 1996 of 27,594,600 shares. (3) Based on Form 13G/A filed with the Securities and Exchange Commission (the "Commission") on February 14, 1996. (4) Based on Form 13G filed with the Commission on February 13, 1996. (5) Based on Form 13G filed with the Commission on February 2, 1996. (6) Ronald LaBow, Chairman of the Board of the Company, is the sole stockholder of WPN, which is the sole general partner of RM Capital Partners ("RM") and of DR Capital Partners ("DR"). Consequently, Mr. LaBow may be deemed to be the beneficial owner of all shares of Common Stock owned by RM and DR, each of which owns 1,000,000 shares of Common Stock. (7) Based on a joint Schedule 13D dated January 11, 1991, as amended, filed with the Commission, and additional information furnished to the Company. (8) Includes 582,500 shares of Common Stock issuable upon exercise of options, within 60 days hereof, owned by WPN, of which Mr. LaBow is the president and sole shareholder. (9) Consists of shares of Common Stock issuable upon exercise of options within 60 days hereof. (10) Robert A. Davidow, a director of the Company, is a partner in a limited partner of each of RM and DR. Includes 29,333 shares of Common Stock issuable upon exercise of options within 60 days hereof. (11) Includes 29,333 shares of Common Stock issuable upon exercise of options within 60 days hereof. (12) Includes 21,333 shares of Common Stock issuable upon exercise of options within 60 days hereof. (13) Includes 18,753 shares of Common Stock issuable upon exercise of options within 60 days hereof. (14) Includes 902,678 shares of Common Stock issuable upon exercise of options within 60 days hereof. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Frederick G. Chbosky, Chief Financial Officer of the Company and a director and Executive Vice President-Finance of WPSC, and Akimuni Takewaka, a director of WPSC, are directors of Wheeling- Nisshin, Inc. ("Wheeling-Nisshin"). Mr. Takewaka is also Chairman and Chief Executive Officer of Wheeling-Nisshin. The Company currently holds a 35.7% equity interest in Wheeling-Nisshin. -11- Ronald LaBow, Chairman of the Board is the sole stockholder of WPN, which is the sole general partner of RM and DR. See "Security Ownership." The Company is party to a Management Agreement with WPN. See "Executive Compensation - - Management Agreement with WPN." Marvin L. Olshan, a Director and Secretary of the Company, is a member of Olshan Grundman Frome & Rosenzweig, which has been retained as outside general counsel to the Company since January 1991. Fees received from the Company by such firm during the fiscal year ended December 31, 1995 of $919,990 did not exceed 5% of the Company's revenues. -12- SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report by the undersigned, thereunto duly authorized in the City of New York, State of New York on April 25, 1996. WHX CORPORATION By: /s/ Ronald LaBow ---------------- Ronald LaBow Chairman of the Board POWER OF ATTORNEY WHX Corporation and each of the undersigned do hereby appoint Ronald LaBow, Marvin Olshan and James Wareham, and each of them severally, its or his true and lawful attorney to execute on behalf of WHX Corporation and the undersigned any and all amendments to this Annual Report on Form 10- K/A and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission; each of such attorneys shall have the power to act hereunder with or without the other. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ James L. Wareham (Director and Principal April 25, 1996 - -------------------- Executive Officer) James L. Wareham /s/ Frederick G. Chbosky (Principal Financial Officer April 25, 1996 - ------------------------ and Principal Accounting Frederick G. Chbosky Officer) /s/ Neil D. Arnold Director April 22, 1996 - ------------------ Neil D. Arnold /s/ Paul W. Bucha Director April 25, 1996 - ----------------- Paul W. Bucha /s/ Robert A. Davidow Director April 25, 1996 - --------------------- Robert A. Davidow /s/ William Goldsmith Director April 25, 1996 - --------------------- William Goldsmith /s/ Ronald LaBow Director April 25, 1996 - ---------------- Ronald LaBow -13- /s/ Marvin L. Olshan Director April 22, 1996 - --------------------- Marvin L. Olshan /s/ Raymond S. Troubh Director April 25, 1996 - --------------------- Raymond S. Troubh /s/ Lynn Williams Director April 22, 1996 - ----------------- Lynn Williams -14- -----END PRIVACY-ENHANCED MESSAGE-----