Proxy Statement and Prospectus

WHX CORPORATION

27,394,640 Shares of Common Stock

3,000,000 Shares of Series A Convertible Preferred Stock

1,795,182 Warrants to Purchase Common Stock

to be issued in connection with a reorganization of

WHEELING-PITTSBURGH CORPORATION

This Proxy Statement and Prospectus of Wheeling-Pittsburgh Corporation, a Delaware corporation (“WPC”), serves as the Prospectus with respect to the shares of common stock, par value $.01 per share (“Holdings Common Stock”) of WHX Corporation, a Delaware corporation (“Holdings”), to be issued in exchange for the outstanding shares of common stock, par value $.01 per share (“WPC Common Stock”) of WPC, the shares of Series A Convertible Preferred Stock, par value $.10 per share (“Holdings Series A Preferred Stock”) of Holdings, to be issued in exchange for the outstanding shares of Series A Convertible Preferred Stock, par value $.10 per share (“WPC Series A Preferred Stock”) of WPC and the common stock purchase warrants (“Holdings Warrants”) of Holdings to be issued in exchange for the common stock purchase warrants (“WPC Warrants”) of WPC, all upon consummation of the proposed reorganization of the corporate structure of WPC and its subsidiaries.

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Application will be made to list the shares of Holdings Common Stock and Holdings Series A Preferred Stock and the Holdings Warrants on the New York Stock Exchange, Inc. The outstanding shares of WPC Common Stock and WPC Series A Preferred Stock and the WPC Warrants are presently listed on the New York Stock Exchange, Inc. (Symbols: WHX, WHXpfA and WHXwt, respectively). On June 10, 1994, the last reported sale price of a share of WPC Common Stock and WPC Series A Preferred Stock and of a WPC Warrant was $18.875, $65.25 and $12.50, respectively.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Proxy Statement and Prospectus is June 15, 1994.

AVAILABLE INFORMATION

WPC is subject to the informational requirements of the Securities Exchange Act of 1934 and files reports, proxy statements and other information with the Commission. Such reports may be inspected and copied at public reference facilities and at regional offices of the Commission. Copies may be obtained from the Public Reference Section at prescribed rates.

This Prospectus constitutes a part of a Registration Statement on Form S-4 filed by WPC with the Commission under the Securities Act. This Prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement and exhibits for further information with respect to WPC, Holdings and the securities offered hereby.

This Proxy Statement and Prospectus incorporates documents by reference which are not presented herein or delivered herewith. These documents are available without charge upon request from: Gregg Warren, Wheeling-Pittsburgh Steel Corporation, 1134 Market Street, Wheeling, West Virginia 26003 (telephone (304) 234-2440).

TABLE OF CONTENTS

PROXY STATEMENT AND PROSPECTUS SUMMARY .......................................................... 5

PROXY STATEMENT .................................................................................................................. 11

PROXIES AND VOTING RIGHTS ............................................................................................... 11

SECURITY OWNERSHIP ............................................................................................................. 12

DIRECTORS .................................................................................................................................... 13

MANAGEMENT ............................................................................................................................. 15

PROXY STATEMENT AND PROSPECTUS SUMMARY

Set forth below is a brief summary of certain information contained in this Proxy Statement and Prospectus. The summary is necessarily incomplete and selective and is qualified in its entirety by the more detailed information appearing elsewhere in this Proxy Statement and Prospectus or in documents filed by WPC under the 1934 Act and incorporated herein by reference.

Record Date to Vote — Holders of record of WPC Common Stock at the close of business on June 10, 1994 are entitled to notice of and to vote at the Special Meeting or any adjournment thereof. Holders of the WPC Series A Preferred Stock and WPC Warrants are entitled to notice of, but are not entitled to vote at, the Special Meeting or any adjournment thereof.

Proposal to Approve the Merger — WPC, through its wholly-owned subsidiary, Wheeling-Pittsburgh Steel Corporation, operates the eighth largest domestic integrated steel manufacturer. If approved, the Merger will establish a new holding company structure for the WPC group of companies.

Expected Effective Date of the Merger — It is anticipated that the Merger will become effective at 9:30 A.M. on July 26, 1994 if approved and all conditions are satisfied.

Purpose of the Merger — The Board believes the proposed Merger will afford increased flexibility in financing and investments and better define managerial responsibilities.

WPC Common Stock, WPC Series A Preferred Stock and WPC Warrants — Upon effectiveness, each share or warrant will automatically be converted into the corresponding Holdings security without the need to exchange certificates.

ESOP Redeemable Common Stock — Holdings will assume the obligation to purchase ESOP Redeemable Common Stock upon effectiveness of the Merger.

Debt of WPC — Holdings will guarantee payment obligations in respect of WPC’s publicly-held debt and certain privately-held debt.

Options and Employee Benefit Plans — Holdings will assume certain rights and obligations under various stock option, incentive compensation and employee benefit plans.

Management After the Merger — The listed directors will serve as directors of Holdings until the 1995 Annual Meeting of Stockholders.

Certificate of Incorporation and By-laws — Holdings’ governing documents will be substantially identical to WPC’s, with certain exceptions including merger approval thresholds and communications ownership rules.

Conditions to Consummation of the Merger — Conditions include stockholder approval, tax counsel opinion, FCC approval and NYSE listing approval.

Accounting Treatment — The Merger will be accounted for as a reorganization of entities under common control.

Federal Income Tax Consequences — No gain or loss will generally be recognized by WPC stockholders receiving Holdings securities, subject to certain exceptions for warrant holders.

Vote Required and Rights of Dissenting Stockholders with Respect to the Merger — Approval requires the affirmative vote of two-thirds of the outstanding shares of WPC Common Stock; no appraisal rights are available.

Proposal to Amend the 1991 Plan — The Board proposes to increase shares available under the 1991 Plan from 1,500,000 to 2,500,000 and to limit grants to no more than 15% of the maximum number of shares authorized.

PROXY STATEMENT

This Proxy Statement is being mailed to the stockholders of WPC on or about June 15, 1994 in connection with the solicitation by the Board of Directors of WPC of proxies for use at the Special Meeting of Stockholders of WPC to be held at the Dupont Hotel on July 22, 1994 at 10:00 A.M.

PROXIES AND VOTING RIGHTS

The voting securities of WPC outstanding on June 10, 1994 consisted of 27,394,640 shares of WPC Common Stock, entitling the holders thereof to one vote per share. Stockholders of record at the close of business on June 10, 1994 are entitled to notice of and to vote at the Meeting.

All proxies delivered pursuant to this solicitation may be revoked by notice in writing, by execution of a subsequently dated proxy, or by actual attendance and vote at the Meeting. If not revoked, the shares represented thereby will be voted at the Meeting in accordance with the instructions specified thereon.

SECURITY OWNERSHIP

The following table sets forth information concerning ownership of WPC Common Stock outstanding at June 10, 1994 by beneficial owners, directors, executive officers, and all directors and executive officers as a group.

The table continues with directors and executive officers including Neil D. Arnold, Paul W. Bucha, Robert A. Davidow, William Goldsmith, Ronald LaBow, Howard Mileaf, Marvin L. Olshan, Raymond S. Troubh, James L. Wareham, Frederick G. Chbosky, DeWayne W. Tuthill, Francis P. Massco and Robin Chenery.

Acknowledgments / Elections

Approve the reorganization of WPC into a new holding company structure and approve the Merger Agreement.

Amend the 1991 Plan to increase the number of shares available for issuance.

Transact such other business as may properly come before the Meeting.

Comments