SC 13D/A 1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)(1) WHX CORP. -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, $.01 PAR VALUE -------------------------------------------------------------------------------- (Title of class of securities) 929248 10 2 -------------------------------------------------------------------------------- (CUSIP number) STEVEN WOLOSKY, ESQUIRE OLSHAN GRUNDMAN FROME & ROSENZWEIG 505 Park Avenue New York, New York 10022 (212) 753-7200 -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) MAY 8, 1996 -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the 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 / /. Check the following box if a fee is being paid with the statement o. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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. (Continued on following pages) (Page 1 of 19 Pages) Exhibit Index on Page 10 -------- (1) 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 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 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 PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS RM CAPITAL PARTNERS 13-3406375 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION DELAWARE ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------ 8 SHARED VOTING POWER -0- ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN =============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! =============================================================================== 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS DR CAPITAL PARTNERS 22-2835443 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION DELAWARE ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------- 8 SHARED VOTING POWER -0- ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN =============================================================================== SEE INSTRUCTIONS BEFORE FILLING OUT! ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WPN Corp. 13 341 0792 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION NEW YORK -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 704,150(2) OWNED BY EACH REPORTING PERSON WITH -------------------------------------------------------------- 8 SHARED VOTING POWER -0- -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 704,150(2) -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 704,150(2) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! --------- (2) Excludes options to purchase shares of Common Stock held by certain officers and directors of WPN Corp. as disclosed in Item 5. SCHEDULE 13D (Amendment No. 2) relating to the Common Stock, $.01 par value of WHX Corporation This Amendment No. 2 amends the Schedule 13D dated July 26, 1994, as amended heretofore (the "Schedule 13D"), jointly filed by RM Capital Partners ("RM Capital") and DR Capital Partners ("DR Capital"), both of which are Delaware limited partnerships, RM Capital Sub Corporation, a Delaware corporation ("RM Capital Sub"), and WPN Corp. ("WPN"), a New York S corporation relating to the beneficial ownership of the Common Stock, par value $.01 per share (the "Common Stock"), of WHX Corporation. Following the transactions described herein, none of RM Capital, DR Capital, RM Capital Sub and WPN, individually or in the aggregate, beneficially own in excess of 5% of the outstanding shares of Common Stock. Pursuant to Rule 101 of Regulation S-T, this Amendment No. 2 amends and restates the Schedule 13D to read in its entirety as follows: ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Statement relates is the Common Stock, $.01 par value of WHX Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 110 East 59th Street, New York, New York 10022, telephone (212) 355-5200. ITEM 2. IDENTITY AND BACKGROUND This Statement is being filed by RM Capital and DR Capital, both of which are Delaware limited partnerships and WPN Corp., a New York S corporation. RM Capital, DR Capital and WPN are referred to herein collectively as the "Reporting Persons." The address of the principal office of each of RM Capital and DR Capital is c/o Stonehill Investment Corp. ("Stonehill"), 110 East 59th Street, New York, New York 10022, telephone (212) 355-5200, and the address of the principal office of WPN is 126 Lower Broadford Road, Bellevue, Idaho 83313, telephone (208)788-0110, and each of such Reporting Persons' principal business is carried out at such office. RM Capital and DR Capital are limited partnerships controlled by WPN, which is the sole general partner of such entities. Ronald LaBow is President and the sole shareholder of WPN. RM Capital Sub, which was dissolved in April 1996, was a Delaware corporation and a wholly-owned subsidiary of RM Capital and its President was Ronald LaBow. The principal business of DR Capital, RM Capital and RM Capital Sub was the ownership of the Common Stock. The principal business of WPN is the investment in securities. The officers of WPN are Ronald LaBow, its President, Stewart E. Tabin, its Vice-President and Neale X. Trangucci, its Secretary and Treasurer. WPN's directors are Messrs. LaBow, Tabin and Trangucci, each of whom are citizens of the United States and each of whom have as their business address: c/o Stonehill Investment Corp., 110 East 59th Street, New York, New York 10022. Mr. LaBow's principal occupation is an investor. Mr. LaBow has been a Director and Chairman of the Board of the Issuer since June, 1994. Messrs. Tabin and Trangucci are investors and are officers of Stonehill, a merchant banking firm, and are each an Assistant Treasurer of the Issuer. The officers of RM Capital Sub were Ronald LaBow, its President, Neale X. Trangucci, its Vice President, and Stewart E. Tabin, its Secretary and Treasurer. The Directors of RM Capital Sub were Messrs. LaBow, Tabin and Trangucci. Mr. LaBow may be deemed to be a "controlling person" of RM Capital, DR Capital and WPN as that term is defined in the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "1934 Act"). During the last five years none of the Reporting Persons nor, where applicable, to the best knowledge of each of them, any of their respective general partners nor any of the officers and directors of such general partners or any officer or director of any of the Reporting Persons, where applicable, had been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Persons acquired their shares of Common Stock pursuant to a Plan and Agreement of Merger, dated as of July 26, 1994, among Wheeling-Pittsburgh Corporation ("WPC"), the Issuer and WP Merger, Co., pursuant to which each share of common stock of WPC was automatically converted into one share of the Issuer's Common Stock. Consequently, upon the occurrence of the merger, the stockholders of WPC became stockholders of the Issuer and had the same ownership interest in the Issuer as they had in WPC immediately preceding the merger. RM Capital and DR Capital first became beneficial owners of greater than 5% of the outstanding shares of Common Stock of WPC upon WPC's emergence from bankruptcy on January 3, 1991, as disclosed in the Joint Schedule 13D dated January 11, 1991, as amended, filed by the Reporting Persons with the Securities and Exchange Commission. WPN received an aggregate distribution of 76,202 shares of Common Stock from DR Capital and RM Capital effective May 8, 1996, as described in Item 5(a). ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons acquired the shares of Common Stock beneficially owned by them pursuant to the transactions described in Item 3 of this Schedule 13D, and acquired its ownership interest in the Issuer's predecessor, WPC, upon its emergence from bankruptcy on January 3, 1991. As described in Item 5, each of RM Capital and DR Capital distributed all shares of Common Stock beneficially held by each such Reporting Person effective May 8, 1996, and presently own no shares of Common Stock. WPN intends to hold its shares of Common Stock for investment purposes. WPN intends to review on a continuing basis its investment in the Issuer and may decide to increase or decrease such investment. The extent of any such increase or decrease would depend upon the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to WPN, general stock market and economic conditions, tax considerations, and other factors, including the obtaining of any necessary regulatory approvals. Except as otherwise indicated in this Item 4, WPN has no plans or proposals with respect to the Issuer that relate to or that could result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. None of the Reporting Persons, individually or in the aggregate, beneficially own 5% or greater of the outstanding shares of Common Stock, and have no further 13D reporting obligations beyond this Amendment No. 2. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 27,594,600 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. Effective May 8, 1996, each of RM Capital and DR Capital made a pro rata distribution to their partners of an aggregate of 1,000,093 shares and 1,000,200 shares, respectively, of Common Stock, of which 76,202 shares of Common Stock were distributed to WPN. After giving effect to the transactions described herein, neither DR Capital, RM Capital nor RM Capital Sub (which was dissolved in April 1996) own any shares of Common Stock and WPN owns 704,150 shares of Common Stock (2.5%), including presently exercisable options to purchase 582,500 shares of Common Stock. As sole shareholder of WPN, Mr. LaBow may be deemed to have beneficial ownership of the shares deemed to be beneficially owned by WPN. Each of Messrs. Tabin and Trangucci, each a director and officer of WPN, owns options to acquire 235,000 shares of Common Stock (.8%). (b) Because Mr. LaBow is the sole shareholder of WPN, he could be deemed to exercise indirect power to vote and dispose of the Shares held by WPN. (c) In April 1996, WPN disposed of 10,000 shares of Common Stock via gift to a charitable organization. Except as described herein, neither the Reporting Persons nor any persons named in response to paragraph (a) of this Item 5 has effected any transactions in the shares of Common Stock during the past 60 days. (d) No person other than the Reporting Persons and the persons named in response to paragraph (a) of this Item 5 has the right to receive or the power to direct the receipt of dividends form, or the proceeds form the sale of, the Shares beneficially owned by them. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Plan and Agreement of Merger, dated as of July 26, 1994, among Wheeling-Pittsburgh Corporation, WHX Corporation and WP Merger, Co. 2. Joint Filing Agreement pursuant to Rule 13d-1(f)(1). 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. DR CAPITAL PARTNERS By: WPN Corporation, its Managing General Partner By: /s/ Ronald LaBow -------------------------- Ronald LaBow President RM CAPITAL PARTNERS By: WPN Corporation, its General Partner By: /s/ Ronald LaBow --------------------------- Ronald LaBow President WPN CORP. By: /s/ Ronald LaBow -------------------------- Ronald LaBow President Dated: May 17, 1996 EXHIBIT INDEX DOCUMENT PAGE NUMBER 1. Plan and Agreement of Merger, dated as of 11 July 26, 1994, among Wheeling-Pittsburgh Corporation, WHX Corporation and WP Merger, Co. 2. Joint Filing Agreement pursuant to Rule 19 13d-1(f)(1). EX-99.1 2 PLAN AND AGREEMENT OF MERGER EXHIBIT 1 PLAN AND AGREEMENT OF MERGER THIS PLAN AND AGREEMENT OF MERGER, dated as of July 26, 1994, among WHEELING-PITTSBURGH CORPORATION, a Delaware corporation ("WPC"), WHX CORPORATION, a Delaware corporation ("Holdings") and a wholly-owned subsidiary of WPC, and WP MERGER, CO., a Delaware corporation ("Newco") and a wholly-owned subsidiary of Holdings. W I T N E S S E T H: WHEREAS, the parties hereto desire that Newco merge with and into WPC upon the terms and subject to the conditions herein set forth and in accordance with the laws of the State of Delaware: NOW, THEREFORE, the parties agree as follows: 1. MERGER 1.1. MERGER OF NEWCO INTO WPC. At the Effective Time (as defined below), Newco shall be merged with and into WPC (the "Merger"), in accordance with Section 251 of the General Corporation Law of the State of Delaware (the "Delaware General Corporation Law"), and the separate existence of Newco shall thereupon cease and WPC shall be the surviving corporation. The corporate existence of WPC, with all its rights, privileges, powers and franchises and subject to all its debts, liabilities and duties (except to the extent otherwise provided herein), shall continue unaffected and unimpaired by the Merger, and WPC shall thereupon, without further action, succeed to and be vested with all rights, privileges, powers and franchises and all property (real, personal and mixed) of Newco and shall be subject to all debts, liabilities and duties of Newco, all in accordance with the Delaware General Corporation Law. 1.2. EFFECTIVE TIME. The Merger shall become effective and be consummated at 5:30 p.m. Eastern Daylight Saving Time on July 26, 1994 or such other date as may be approved by the WPC Board of Directors, unless terminated pursuant to 7.1 below (the "Effective Time"). 2. CERTIFICATE OF INCORPORATION, BY-LAWS, BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF THE SURVIVING CORPORATION. 2.1. CERTIFICATE OF INCORPORATION. At the Effective Time, the Certificate of Incorporation of WPC, as amended and in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the surviving corporation and shall continue in full force and effect until further amended as provided therein or by law. 2.2. BY-LAWS. The By-Laws of WPC, as amended and in effect immediately prior to the Effective Time, shall continue in full force and effect as the By-Laws of the surviving corporation until amended or repealed as provided therein or by law. 2.3. DIRECTORS. At the Effective Time, each director of WPC immediately prior thereto shall cease to hold such office, and each director of Newco immediately prior thereto shall thereupon become a director of the surviving corporation and shall thereafter hold such office for the remainder of his term of office and until his successor has been elected and qualified, or as otherwise provided in the Certificate of Incorporation or the By-Laws of the surviving corporation or by law. 2.4. OFFICERS. At the Effective Time, each officer of WPC immediately prior thereto shall cease to hold such office, and each officer of Newco immediately prior thereto shall thereupon become an officer of the surviving corporation and shall thereafter hold such office for the remainder of his term of office and until his successor has been elected or appointed and qualified, or as otherwise provided in the Certificate of Incorporation or the ByLaws of the surviving corporation or by law. 3. STOCK, WARRANTS AND OPTIONS OF NEWCO, HOLDINGS AND WPC. 3.1. CONVERSION OF STOCK AND WARRANTS AND ASSUMPTION OF CERTAIN OBLIGATIONS. AT THE EFFECTIVE TIME: (a) Common Stock of Newco. Each share of Common Stock, par value $.01 per share, of Newco issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one share of Common Stock, par value $.01 per share, of the surviving corporation. (b) Common Stock of WPC. Each share of Common Stock, par value $.01 per share ("WPC Common Stock") of WPC, issued and outstanding or held in its treasury immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one share of Common Stock, par value $.01 per share ("Holdings Common Stock") of Holdings, and each certificate representing shares of WPC Common Stock immediately prior to the Effective Time shall be deemed (subject to Section 3.2 hereof) to represent the same number of shares of Holdings Common Stock. (c) Series A Convertible Preferred Stock of WPC. Each issued and outstanding share of WPC Series A Convertible Preferred Stock, par value $.10 per share (the "WPC Series A Preferred Stock"), convertible at the option of the holder into WPC Common Stock at a conversion price of $15.78 per share, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one share of Holdings Series A Convertible Preferred Stock, par value $.10 per share (the "Holdings Series A Preferred Stock"), and each certificate representing shares of WPC Series A Preferred Stock immediately prior to the Effective Time shall be deemed (subject to Section 3.2 hereof) to represent the same number of shares of Holdings Series A Preferred Stock. All rights of Holdings Series A Preferred Stock with respect to, among other things, dividends, amounts payable upon liquidation, dissolution or winding-up and conversion prices shall be on the same terms as the WPC Series A Preferred Stock immediately prior to the Effective Time. (d) Warrants of WPC. Each warrant to purchase WPC Common Stock at an exercise price of $6.3583 per share (the "WPC Warrants") outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one warrant to purchase Holdings Common Stock at an exercise price of $6.3583 per share (the "Holdings Warrant"), and each certificate representing WPC Warrants immediately prior to the Effective Time shall be deemed (subject to Section 3.2 hereof) to represent an equal number of Holdings Warrants. The Holdings Warrants shall be exercisable into shares of Holdings Common Stock at the same exercise price and on the same terms as the WPC Warrants were exercisable into shares of WPC Common Stock immediately prior to the Effective Time. (e) Stock Options of WPC. Holdings shall assume and continue all the rights and obligations of WPC under the 1991 Incentive and Nonqualified Stock Option Plan and the 1993 Directors and Non-Employee Officers Stock Option Plan (collectively, the "Plans") and under the option grants to WPN Corp., Stewart E. Tabin and Neale X. Trangucci to purchase an aggregate of 1,000,000 shares of WPC Common Stock (the "Non- Plan Options"). The outstanding options assumed by Holdings shall be exercisable upon the same terms and conditions as under the Plans and the Non-Plan Options and the option agreements relating thereto immediately prior to the Effective Time, except that, upon the exercise of each such option, shares of Holdings Common Stock shall be issuable in lieu of each share of WPC Common Stock issuable upon the exercise thereof immediately prior to the Effective Time. 3.2. ISSUANCE OF NEW CERTIFICATES. Each holder of a certificate representing shares of WPC Common Stock, WPC Series A Preferred Stock or WPC Warrants immediately prior to the Effective Time may thereafter surrender such certificate and shall be entitled, upon such surrender, to receive in exchange therefor a certificate representing the same number of shares of Holdings Common Stock, Holdings Series A Preferred Stock or Holdings Warrants into which such shares of WPC Common Stock, WPC Series A Preferred Stock or WPC Warrants shall have been converted in accordance with Section 3.1 hereof. Until so surrendered, such certificate shall be deemed to evidence the ownership of such shares of Holdings Common Stock, Holdings Series A Preferred Stock or Holdings Warrants and the holder of such certificate shall have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the shares of Holdings Common Stock, Holdings Preferred Stock or Holdings Warrants evidenced by such outstanding certificate. If any such certificate for Holdings Common Stock, Holdings Preferred Stock or Holdings Warrants are to be issued in a name other than that in which the surrendered certificate is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall have paid any transfer and other taxes required by reason of such issuance of certificates of Holdings Common Stock, Holdings Preferred Stock or Holdings Warrants in a name other than that of the registered holder of the certificate surrendered, or shall have established to the satisfaction of Holdings and its transfer agent that such tax has been paid or is not applicable. 3.3. WPC STOCK TRANSFER BOOKS. At the Effective Time, the stock transfer books for the shares of WPC Common Stock and WPC Series A Preferred Stock which will be converted to Holdings Common Stock and Holdings Series A Preferred Stock pursuant to Section 3.1 shall be deemed closed, and no transfer of such shares shall thereafter be made or consummated. 3.4. OTHER AGREEMENTS. At the Effective Time, Holdings shall assume any obligation of WPC to deliver or make available shares of WPC Common Stock under any agreement or employee benefit plan not referred to in this Section 3 to which WPC or any of its subsidiaries is a party. Any reference to WPC Common Stock under any such agreement shall be deemed to be a reference to Holdings Common Stock and one share of Holdings Common Stock shall be issuable in lieu of each share of WPC Common Stock required to be issued by any such agreement, subject to subsequent adjustment as provided in any such agreement. 4. Transfer of WPC Assets, WPC Debt and Other Obligations. 4.1. WPC PUBLIC DEBT. At the Effective Time, Holdings shall guarantee the payment obligations in respect of WPC's outstanding publicly-held debt: WPC's 9-3/8 Senior Notes Due 2003 and WPC's 12- 1/4% First Mortgage Notes Due 2000 (collectively, the "Public Debt"). At the Effective Time, WPC and Holdings will execute and deliver such supplemental indentures as the officers of WPC and Holdings deem appropriate to evidence such guarantee of the Public Debt. 4.2. OTHER DEBT. Wheeling-Pittsburgh Steel Corporation ("WPSC"), a wholly-owned subsidiary of WPC, is the borrower under a $140 million Revolving Credit Facility (amended to $50 million). WPC has guaranteed all of the obligations under the Revolving Credit Facility. At the Effective Time, Holdings shall also assume or guarantee WPSC's obligations under the Revolving Credit Facility. Holdings will also guarantee or assume all of WPC's privately-held debt, including, without limitation, the obligations to the Internal Revenue Service (the "IRS Note") and the Pension Benefit Guaranty Corporation (the "PBGC Note"). 4.3. CONTRACTED OBLIGATIONS. Immediately prior to the Effective Time, Holdings shall also assume responsibility for certain other obligations of WPC as set forth in the Contribution and Assumption Agreement attached as Exhibit A. 4.4. WPC ASSETS. Immediately prior to the Effective Time, certain assets of WPC, as set forth in Schedule I, shall be transferred as a capital contribution to Holdings, pursuant to the terms of the Contribution and Assumption Agreement attached as Exhibit A. 5. CONDITIONS. The obligation of WPC, Holdings and Newco to consummate the Merger is subject to the fulfillment of the following conditions: 5.1. STOCKHOLDER APPROVAL. This Agreement and the Merger shall have been adopted by two-thirds of the issued and outstanding shares of WPC Common Stock and, with respect to Newco, a majority of the issued and outstanding shares of Common Stock. 5.2. TAX OPINION. WPC shall have received an opinion from tax counsel, satisfactory in form and substance to WPC, to the effect that the Merger constitutes a reorganization within the meaning of Section 368 of the Code, and neither gain nor loss will be recognized by WPC, Holdings, Newco or stockholders of WPC by reason of the consummation of such Merger; and as to such further matters relating to the tax consequences of the transactions contemplated herein as the Board of Directors of WPC may deem advisable. 5.3. CERTIFICATE OF INCORPORATION OF HOLDINGS; CERTIFICATE OF DESIGNATION. At the Effective Time, the Certificate of Incorporation of Holdings and the Certificate of Designation of the Holdings Series A Preferred Stock shall be substantially in the form set forth in Attachment I and Attachment II, respectively, hereto. 5.4. LISTING. The Holdings Common Stock, Holdings Series A Preferred Stock and Holdings Warrants to be issued and initially reserved for issuance pursuant to the transactions contemplated herein shall have been approved for listing, upon official notice of issuance, by the New York Stock Exchange. 5.5. OPINION OF COUNSEL. WPC shall have received an opinion of its counsel to the effect that: (a) WPC, Holdings and Newco each are corporations duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (b) this Agreement is a valid and binding agreement of WPC, Holdings and Newco in accordance with its terms; (c) the execution and delivery of this Agreement does not, and the consummation of the Merger and any other transaction herein provided for will not, violate any provision of the Certificate of Incorporation or By-Laws of WPC, Holdings or Newco, nor violate any provision of any material agreement, instrument, order, arbitration award, judgment or decree, of which such counsel has knowledge, to which WPC, Holdings or Newco is a party or by which it is bound, or result in the acceleration of, or give rise to any right to accelerate, any material indebtedness of WPC, Holdings or Newco of which such counsel has knowledge; and (d) the shares of Holdings Common Stock and Holdings Series A Preferred Stock required to be issued and delivered pursuant to this Agreement will, when issued, be validly issued, fully paid and nonassessable. 5.6. FCC APPROVAL. The consent of the Federal Communications Commission to the transfer by WPC of the capital stock of Wheeling- Pittsburgh Radio Corporation to Holdings and certain other related matters shall have been obtained. 6. FURTHER ASSURANCES. Each party hereto agrees that from time to time on and after the Effective Time, it will execute and deliver or cause to be executed and delivered all such further assignments, assurances or other instruments, and shall take or cause to be taken all such further actions as may be necessary or desirable to consummate the Merger and the other transactions contemplated by this Agreement. 7. AMENDMENT; TERMINATION. 7.1. AMENDMENT. At any time prior to the Effective Time, the parties hereto may by written agreement amend, modify or supplement any provision of this Agreement; provided however, an amendment made subsequent to the adoption of this Agreement by the stockholders of WPC and Newco shall not without the approval of the holders of the requisite number of shares of voting stock of WPC or Newco, as the case may be, (a) alter or change the amount or kind of shares, securities, cash, property or rights to be received for or on conversion of all or any of the shares of any class of capital stock of WPC or Newco, (b) alter or change any term of the Certificate of Incorporation of WPC or (c) alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely affect the holders of any class of capital stock of WPC or Newco. 7.2. TERMINATION. This Agreement may be terminated and the Merger abandoned by the Board of Directors of WPC at any time prior to the Effective Time, whether before or after approval of this Agreement by the Stockholders of WPC and Newco. 8. GOVERNING LAW. This Agreement shall be construed under and in accordance with the laws of the State of Delaware. 9. HEADINGS. The headings set forth herein are for convenience only and shall not be used in interpreting the text of the section in which they appear. 10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. 11. COUNTERPARTS. For the convenience of the parties hereto, this Agreement may be executed in separate counterparts, each of which, when so executed, shall be deemed to be an original, and all such counterparts when taken together shall constitute but one and the same instrument. IN WITNESS WHEREOF, each of WPC, Holdings and Newco, pursuant to the approval and authority duly given by resolutions adopted by its respective Board of Directors, has caused this Agreement to be executed by a duly authorized officer thereof, and has further caused its respective corporate seal to be hereunto affixed, as of the date first above written. WHEELING-PITTSBURGH CORPORATION By:/s/ Howard Mileaf ----------------------------- Howard Mileaf WHX CORPORATION By:/s/ Howard Mileaf ----------------------------- Howard Mileaf WP MERGER, CO. By:/s/ Howard Mileaf ---------------------------- Howard Mileaf EX-99.2 3 JOINT FILING AGREEMENT EXHIBIT 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) of Regulation 13D-G of the Securities Act of 1934, the entities below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of WHX Corporation, and further agree that this Filing Agreement is included as an Exhibit to such joint filing. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this day of July, 1994. DR CAPITAL PARTNERS By: WPN Corporation, its Managing General Partner By: /s/ Ronald LaBow ---------------------------------- Ronald LaBow President RM CAPITAL PARTNERS By: WPN Corporation, its General Partner By: /s/ Ronald LaBow --------------------------------- Ronald LaBow President RM CAPITAL SUB CORPORATION By: /s/ Ronald LaBow --------------------------------- Ronald LaBow President WPN CORP. By: /s/ Ronald LaBow --------------------------------- Ronald LaBow President