Fill and Sign the Proxy Statement and Prospectus Form

§7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-134I 1996 Jefren Publishing Company Inc. 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 (i) the shares of common stock, par value $.01 per share (“Holdings C ommon Stock”) of WHX Corporation, a Delaware corporation (“Holdings”), to be issued in exchange for the outstanding share s of common stock, par value $.01 per share (“WPC Common Stock”) of WPC, (ii) the shares of Series A Conve rtible 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 (iii) the common stock purchase warrants (“Holdings Warrants”) of Holdings to be issued in exchange for the com mon stock purchase warrants (“WPC Warrants”) of WPC, all upon consummation of the proposed reorganization of the corporate structure of WPC and its subsidiaries, as more fully described herein under “Proxy Statement and Prospectus Summary.” ____________________ 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 a nd WPC Series A Preferred Stock and the WPC Warrants are presently listed on the New York Stock Excha nge, Inc. (Symbols: WHX, WHXpfA and WHXwt, respectively). On June 10, 1994, the last reported sale price of a share of WPC C ommon Stock and WPC Series A Preferred Stock and of a WPC Warrant was $18.875, $65.25 and $12.50, respectively. ____________________ 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. CORPORATE RESTRUCTURING§7.201 December 19967-134J AVAILABLE INFORMATION WPC is subject to the informational requirements of the Securities Exchange Act of 1934 (the “1934 Act”) and in accordance therewith files reports, proxy statements and other information with the Comm ission. Such reports, proxy statements and other information may be inspected and copied at the public refere nce facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: New York Regional Office, 13th Floor, Seven World Trade Center, New York, Ne w York 10048 and Chicago Regional Office, Northwestern Atrium Center, Suite 1400, 500 West Madison Street, Chic ago, Illinois 60661. Copies of such material may be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy statements and other information concerning WPC (Symbol: WHX) can be inspected and copied at the offices of t he New York Stock Exchange, Inc. (the “New York Stock Exchange”), 20 Broad Street, New York, New York 10005, on which certa in securities of WPC are listed for trading. This Prospectus constitutes a part of a Registration Statement on Form S-4 (together wi th all amendments thereto, the “Registration Statement”) filed by WPC with the Commission under the Securit ies Act of 1933, as amended (the “Securities Act”). This Prospectus omits certain information contained in the Re gistration Statement, and reference is hereby made to the Registration Statement and to the exhibits thereto for further information with respect to WPC, Holdings and the securities of Holdings offered hereby. Any statements contained herein conc erning the provisions of any document are not necessarily complete, and in each instance reference is ma de to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. E ach such statement is qualified in its entirety by such reference. This Proxy Statement and Prospectus incorporates documents by reference which are not presented herei n or delivered herewith. These documents are available without charge upon request from: Gregg Warr en, Wheeling-Pittsburgh Steel Corporation, 1134 Market Street, Wheeling, West Virginia 26003 (telephone (304) 234- 2440). In order to insure timely delivery of the documents, any request should be made by July 15, 1994. §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-134K 1996 Jefren Publishing Company Inc. TABLE OF CONTENTS Page PROXY STATEMENT AND PROSPECTUS SUMMARY ........................................................................... 5Proposals to be Considered at the Special Meeting ..................................................................................... 5 Proposal to Approve the Merger .................................................................................................................. 5General .................................................................................................................................................... 5 Expected Effective Date of the Merger .................................................................................................. 6 Purpose of the Merger ............................................................................................................................. 6 WPC Common Stock, WPC Series A Preferred Stock and WPC Warrants .......................................... 7 ESOP Redeemable Common Stock ........................................................................................................ 7 Debt of WPC ........................................................................................................................................... 8 Options and Employee Benefit Plans ..................................................................................................... g Management After the Merger ................................................................................................................ 8 Certificate of Incorporation and By-laws ............................................................................................... 8 Conditions to Consummation of the Merger, ......................................................................................... 9 Accounting Treatment ............................................................................................................................ 9 Federal Income Tax Consequences ........................................................................................................ 9 Vote Required and Rights of Dissenting Stockholders with Respect to the Merger .............................. 10 Proposal to Amend the 1991 Plan ................................................................................................................ 10 PROXY STATEMENT .................................................................................................................................... 11 PROXIES AND VOTING RIGHTS ................................................................................................................ 11 SECURITY OWNERSHIP .............................................................................................................................. 12 DIRECTORS .................................................................................................................................................... 13 MANAGEMENT ............................................................................................................................................. 15 Executive Compensation ............................................................................................................................. 15Summary Compensation Table ............................................................................................................... 16 Options Grant Table ................................................................................................................................ 17 Option Exercises and Year-End Option Values Table ........................................................................... 17 Long-Term Incentive and Pension Plans ................................................................................................ 18 Deferred Compensation Agreements ...................................................................................................... 18 Employment Agreements ........................................................................................................................ 18 Compensation Committee Interlock and Insider Participation ............................................................... 18 Management Agreement with WPN ....................................................................................................... 19 Compensation Committee Report on Executive Compensation ...................................................................... 19 General .................................................................................................................................................... 19 Compensation Philosophy ...................................................................................................................... 19 Salaries .................................................................................................................................................... 20 Annual Bonuses ...................................................................................................................................... 20 Compensation of Chief Executive Officer .............................................................................................. 20 Stock Option and Other Plans ................................................................................................................. 21 WPC Common Stock Performance ........................................................................................................ 21 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ............................................................. 22 PROPOSAL NO. 1 — APPROVAL OF THE MERGER ............................................................................... 23 General .................................................................................................................................................... 23 Authorized Capital Stock of Holdings .................................................................................................... 24 Principal Reasons for the Merger ........................................................................................................... 24 Description of the Merger ....................................................................................................................... 24 The Merger .............................................................................................................................................. 24 CORPORATE RESTRUCTURING§7.201 December 19967-134L Page Automatic Conversion ............................................................................................................................ 25 Corporate Structure Following the Merger ............................................................................................. 25 Debt of WPC ........................................................................................................................................... 25 Directors and Officers of Holdings ......................................................................................................... 26 Options and Employee Benefit Plans ..................................................................................................... 26 Conditions to Consummation of the Merger .......................................................................................... 26 Amendment or Termination of the Merger Agreement .......................................................................... 26 Federal Income Tax Consequences ........................................................................................................ 26 No Appraisal Rights ..................................................................................................................................... 28 Exchange of Stock Certificates Not Required ............................................................................................. 28 Description of Capital Stock of Holdings .................................................................................................... 28 Listing and Reporting .................................................................................................................................. 28 Certificate of Incorporation and By-laws .................................................................................................... 29 Financial Statements .................................................................................................................................... 29 Vote Required .............................................................................................................................................. 29 Recommendation of Board of Directors ...................................................................................................... 29 PROPOSAL NO. 2 — APPROVAL OF AMENDMENTS TO THE 1991 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN .............................................................................................. 30 Administration ............................................................................................................................................. 31 Options ......................................................................................................................................................... 32 Recommendation of the Board of Directors ................................................................................................ 32 SOLICITATION STATEMENT ...................................................................................................................... 32 1995 ANNUAL MEETING ............................................................................................................................. 32 STOCKHOLDER PROPOSALS ..................................................................................................................... 33 LEGAL MATTERS .......................................................................................................................................... 33 EXPERTS ......................................................................................................................................................... 33 INFORMATION INCORPORATED BY REFERENCE ................................................................................ 33 OTHER MATTERS ......................................................................................................................................... 34 INDEX TO FINANCIAL STATEMENTS ...................................................................................................... F-1 §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-134M 1996 Jefren Publishing Company Inc. PROXY STATEMENT AND PROSPECTUS SUMMARY Set forth below is a brief summary of certain information contained in this Proxy Statement and r Prospectus. The summary is necessarily incomplete and selective and is qualified in its enti rety 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. Date, Time and Place of Meeting ............... The Special Meeting of Stockholders of WPC will be held at the Dupont Hotel, 11th & Market Street, Wilmington, Delaware 19801, on July 22, 1994 at 10:00 A.M. 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. Proposals to he Considered at the Special Meeting At the Special Meeting, the stockholders will be asked to consider and vote on: (a) a proposal to approve the merger (the “Merger”) of WPC and its subsidiaries with WP Merger Co., a Delaware corporation (“Newc o”), and a wholly- owned subsidiary of Holdings, as described herein, and in connection therewith to approve a Plan a nd Agreement of Merger (the “Merger Agreement”, a copy of which is attached hereto as Exhibit A and inc orporated herein by reference) among WPC, Holdings and Newco and (b) a proposal to amend the WPC 1991 Incentive and Nonqualified Stoc k Option Plan to increase the total number of shares of Common Stock available for grant there under and to provide that no recipient of options may be granted options in excess of 15% of the maximum number of shares authorized to be issued under the 1991 Plan. Proposal to Approve the Merger General........................................................ WPC, through its wholly-owned subsidiary, Wheeling-Pittsburgh Steel Corporation (“WPSC”), operates the eighth largest domestic integrated steel manufacturer. The operations of WPSC are conducted through two divisions: (i) the “Steel Division,” which manufactures a wide variety of fiat-rolled products for the construction, container, converter/processor, steel service center, automotive and other markets, and (ii) Wheeling Corrugating Company, which manufactures fabricated steel products for the construction, highway and agricultural markets. Flat-rolled products consist of a variety of sheet products, including hot-rolled, cold-rolled, galvanized and pre-painted products, and tin mill products. Fabricated steel products include roof deck, roofing, culvert, highway and other products. WPC's and Holdings' principal executive and mailing offices are located at 110 East 59th Street, New York, New York 10022, telephone number, (212) 355-5200. If approved by the stockholders of WPC, the Merger Agreement and related transactions will establish a new holding company structure for the WPC group of companies. Holdings is a wholly- owned subsidiary of WPC, and Newco, in turn, is a wholly-owned subsidiary of Holdings. Newco has been formed solely for the purpose of effecting the Merger. Prior to the Merger, neither Holdings nor Newco will have conducted any significant business CORPORATE RESTRUCTURING§7.201 December 19967-134N activities. The Merger will be effected by the merger of Newco with and into WPC. Following the Merger, the separate existence of Newco will cease and WPC will remain as the surviving corporation and a wholly-owned subsidiary of Holdings. In connection with the Merger, the shares of certain principal first-tier subsidiaries of WPC will be transferred to Holdings so that such subsidiaries will be held directly or indirectly by Holdings. These subsidiaries consist of Wheeling-Pittsburgh Capital Corporation, Wheeling-Pittsburgh Radio Corporation and WPC Land Company. WPC will continue to own all of the capital stock of its remaining subsidiaries, including WPSC, which collectively constitute the steel-related businesses of WPC. WPC will also contribute certain other assets to Holdings and Holdings will assume certain liabilities of WPC. See “Proposal No. 1— Approval of the Merger.” Holdings, together with its subsidiaries, will conduct all the operations currently conducted by WPC and its subsidiaries and will have the same consolidated net worth as WPC and its subsidiaries prior to the Merger. Expected Effective Date of the Merger ............................................................ It is anticipated that if the Merger, the Merger Agreement and the transactions related thereto are approved by the holders of WPC Common Stock and if the other conditions to the consummation of the Merger described in this Proxy Statement and Prospectus are satisfied, the Merger will become effective at 9:30 A.M, on July 26, 1994, but WPC's Board of Directors could fix an earlier or later effective date or cause WPC to terminate the Merger Agreement should the Board of Directors believe such different date or termination would be in the best interests of WPC and its stockholders. See “Proposal No. 1—Approval of the Merger — Amendment or Termination of the Merger Agreement.” Purpose of the Merger.................................... The Board of Directors and management of WPC believe the proposed Merger will afford the opportunity for increased flexibility in financing and investments. The new holding company structure will also better define the managerial responsibilities for the different businesses in which WPC and its subsidiaries are engaged. Further, the formation of Holdings will limit the liability of the “publicly-held” corporation for certain obligations of WPSC and WPC under the collective bargaining agreement between WPSC and the United Steelworkers of America (“USWA”). WPC, as a signatory to such agreement, is liable for 100% of WPSC's obligations to provide medical insurance, life insurance, disability and surviving spouse retirement benefits to WPSC's retired employees and their dependents (“WPSC Retiree Benefits”). Holdings, however, will not be a signatory to the collective bargaining agreement. WPSC, WPC and the USWA have agreed that Holdings' liability for WPSC Retiree Benefits will be limited to the sum of (a) 25% of the Accumulated Retirement Benefit Obligations (“APBO”) in respect of bargaining unit employees and retirees (approximately $98.4 million, based on 25% of the estimated APBO of $393.5 million at March 31, 1994) plus (b) to §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-134O 1996 Jefren Publishing Company Inc. the extent Holdings receives such assets, the value of the following assets, subject to adjustment: (i) WPC's equity interests in Wheel- [THE NEXT PAGE IS 7-135A] §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-135A© 1996 Jefren Pulishing Company, Inc. ing-Nisshin, Inc. and Pittsburgh-Canfield Corporation, (ii) the proceeds from a sale of WPC's property in Jamesburg, New Jersey, (iii) mineral rights relating to Brooke and Ohio County, West Virginia and Washington County, Pennsylvania properties, owned by WPC, (iv) the proceeds from a sale of WPC's interest in Consumers Mining Company, and (v) non-productive real estate and other miscellaneous assets not exceeding $5 million. It is not anticipated that Holdings will receive the assets described in subsections (i) and (iv). WPC's liability with respect to the obligations of WPSC under the collective bargaining agreement, including its responsibility for 100% of the APBO, will remain unchanged after the Merger. WPC (and Holdings subsequent to the Merger) will continue to be bound, for example, by certain agreements with the USWA relating to (a) restrictions on dividends payable to WPC by WPSC, (b) tax sharing arrangements between WPC and WPSC and (c) a fight of first refusal held by the respective employees of WPSC to purchase, generally, certain of WPSC's facilities in the event of the proposed sale of such facilities or of the ownership interests therein. See “Proposal No. 1 — Approval of the Merger t Principal Reasons for the Merger.” WPC Common Stock, WPC Series A Preferred Stock and WPC Warrants ............................................ Upon the effectiveness of the Merger, (i) each share of WPC Common Stock will automatically be converted into a share of Holdings Common Stock, (ii) each share of WPC Series A Preferred Stock will automatically be converted into a share of Holdings Series A Preferred Stock and (iii) each WPC Warrant will automatically be converted into a Holdings Warrant. Consequently, the stockholders of WPC will become stockholders of Holdings and will have the same ownership interest in Holdings as they now have in WPC. All rights of the holders of WPC Series A Preferred Stock and WPC Warrants with respect to, among other things, dividends, amounts payable upon liquidation, dissolution or winding-up, adjustments as the result of stock splits, dividends and certain extraordinary transactions, and conversion or exercise prices, shall remain unchanged. It will not be necessary to exchange certificates representing WPC Common Stock, WPC Series A Preferred Stock or WPC Warrants. Each certificate for WPC Common Stock will automatically represent a certificate for a like number of shares of Holdings Common Stock. Each certificate for WPC Series A Preferred Stock will automatically represent a certificate for a like number of shares of Holdings Series A Preferred Stock. Each warrant certificate for WPC Warrants will automatically represent a like number of Holdings Warrants. New certificates for Holdings Common Stock, Holdings Series A Preferred Stock and Holdings Warrants will be issued in the future as outstanding certificates are presented for transfer or upon request of any holder thereof. See “Proposal No. 1— Approval of the Merger — Description of the Merger.” ESOP Redeemable Common Stock............ Upon the effectiveness of the Merger, Holdings will assume the §7.201PROXY STATEMENTS: STRATEGY & FORMS 7-135A  1996 Jefren Publishing Company Inc. obligation to purchase ESOP Redeemable Common Stock. ESOP CORPORATE RESTRUCTURING§7.201 December 19967-135B Redeemable Common Stock represents the contingent obligation of WPC to purchase shares of WPC Common Stock from certain employees and former employees of WPSC, upon their 30th anniversary of employment at $15 per share or, upon qualified retirement at $20 per share. As of March 31, 1994, there were 532,261 shares of ESOP Redeemable Common Stock outstanding. Debt of WPC .............................................. Upon the effectiveness of the Merger, Holdings will guarantee (and this Proxy Statement and Prospectus relates to the offering hereby of such guarantees) the payment obligations in respect of WPC's outstanding publicly-held debt: the 12 % First Mortgage Notes 1 2 Due 2000 (the “First Mortgage Notes”) and the 9 % Senior Notes 38 Due 2003 (the “Senior Notes”). Holdings will also guarantee the payment obligations in respect of certain of WPC's privately-held debt, including obligations to the Internal Revenue Service (the “IRS Note”) and the Pension Benefit Guaranty Corporation (the “PBGC Note”) arising out of the Chapter 11 proceedings of WPC's predecessor corporation, as well as the obligations of WPSC under a $140 million Revolving Credit Facility (amended to $50 million). See “Proposal No. 1— Approval of the Merger — Debt of WPC.” Options and Employee Benefit Plans ......... Upon the effectiveness of the Merger, Holdings will assume certain rights and obligations of WPC under various stock option, incentive compensation and employee benefit plans. Holdings Common Stock will be issuable in lieu of each share of WPC Common Stock required to be issued by any such plan. See “Proposal No. 1 — Approval of the Merger — Options and Employee Benefit Plans.” Management After the Merger ................... Following the Merger, Neil D. Arnold, Paul W. Bucha, Robert A. Davidow, William Goldsmith, Ronald LaBow, Marvin L. Olshan, Raymond S. Troubh and James L. Wareham will serve as the directors of Holdings until the 1995 Annual Meeting of Stockholders. All are currently directors of WPC. Under the collective bargaining agreement, WPC has also agreed to elect to its Board of Directors an individual recommended by the USWA and acceptable to the Company. From and after the Merger, this obligation will be assumed by Holdings. See “Proposal No. 1 — Approval of the Merger — Directors and Officers of Holdings.” Certificate of Incorporation and By-laws ....................................................... The Certificate of Incorporation and the By-laws of Holdings following the effectiveness of the Merger will be substantially identical to that of WPC immediately prior to such effectiveness, except that Holdings' Certificate of Incorporation and By-laws shall provide (i) that the affirmative vote of a majority of the outstanding shares of Holdings Common Stock will be required to approve a merger or consolidation of Holdings or the sale of substantially all of its assets (WPC's Certificate of Incorporation requires the affirmative vote of two-thirds of all shares of voting stock outstanding); and (ii) for certain provisions insuring compliance with the ownership rules of the Federal Communications Act of 1934, as amended, and the regulations enacted thereunder, including limitations on the amount of Holdings capital stock §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-135C© 1996 Jefren Pulishing Company, Inc. which may be held by foreign persons and entities and on the number of officers and directors of Holdings which may be foreign persons. The Certificate of Incorporation of Holdings and the Certificate of Designation of the Holdings Series A Preferred Stock are set forth as Attachment I and Attachment II, respectively, to the Merger Agreement annexed to this Proxy Statement and Prospectus as Exhibit A. A vote to approve the Merger will constitute a vote to approve the adoption of the Certificate of Incorporation of Holdings as the certificate of incorporation governing the rights and obligations of the existing stockholders of WPC. Conditions to Consummation of the Merger ........................................................ Consummation of the transactions contemplated by the Merger Agreement is conditioned, among other things, on (i) receipt of the requisite approval of the stockholders of WPC, (ii) receipt of an opinion of tax counsel, satisfactory in form and substance to WPC, with respect to the tax-free status of the Merger (other than to holders of WPC Warrants) and certain other tax matters, (iii) approval of the Federal Communications Commission and (iv) approval of listing on the New York Stock Exchange of the Holdings Common Stock, Holdings Series A Preferred Stock and Holdings Warrants. See “Proposal No. 1 — Approval of the Merger — Conditions to Consummation of the Merger.” Accounting Treatment ................................ The Merger will be accounted for as a reorganization of entities under common control. Holdings will have the same consolidated net worth as WPC and its subsidiaries prior to the Merger. Federal Income Tax Consequences ............ The Merger will be consummated upon receipt of an opinion of tax counsel, satisfactory in form and substance to WPC, to the effect that, for federal income tax purposes, (i) no gain or loss will be recognized by WPC stockholders upon the receipt in the Merger of Holdings Common Stock or Holdings Series A Preferred Stock; (ii) the tax basis of the Holdings Common Stock or Holdings Series A Preferred received by WPC stockholders in the Merger will be the same, in general, as the tax basis of the WPC Common Stock or WPC Series A Preferred Stock being automatically converted; and (iii) the holding period of the Holdings Common Stock or Holdings Series A Preferred Stock received by WPC stockholders in the Merger will include the period during which they held WPC Common Stock or WPC Series A Preferred Stock, provided such securities were held as a capital asset at the time of the exchange. Notwithstanding the foregoing, taxable gain may be recognized by WPC stockholders who exchange WPC Warrants, and taxable gain or loss may be recognized by holders of WPC Warrants who exchange WPC Warrants but own no WPC Common Stock or WPC Series A Preferred Stock. Holders recognizing gains will not be receiving any cash proceeds from the Merger with which to satisfy any tax obligation incurred. See “Proposal No. 1—Approval of the Merger—Federal Income Tax Consequences.” CORPORATE RESTRUCTURING§7.201 December 19967-135D Vote Required and Rights of Dissenting Stockholders with Respect to the Merger ................................. Approval of the Merger and related transactions requires the affirmative vote of two-thirds of the outstanding shares of WPC Common Stock. Holders of the WPC Series A Preferred Stock and WPC Warrants are not entitled to vote on the Merger. Stockholders of WPC do not have any appraisal rights in connection with the Merger and related transactions as described herein. See “Proposal No. 1 — Approval of the Merger a General” and “— No Appraisal Rights.” Proposal to Amend the 1991 Plan The Board of Directors has proposed that the 1991 Plan be amended to increase the total number of shares of WPC Common Stock (following the Merger, Holdings Common Stock) available for issuance under t he 1991 Plan from 1,500,000 shares to 2,500,000 shares and to provide that no recipient of options may be granted options in excess of 15% of the maximum number of shares authorized to be issued under the 1991 Plan (as specified in the 1991 Plan). The Board of Directors of WPC believes it is in WPC's and its stockholders' best interests to approve the amendments to the 1991 Plan because such amendments (i) will allow WPC to continue to grant options under the 1991 Plan which will help WPC retain the services of key employees and (ii) will help to ensure that compensation received under the 1991 Plan will qualify as “performance-based” for purposes of Section 162 (m) of the Internal Revenue Code of 1986, as amended (the “Code”). The proposed amendments are attached as Exhibit B to the Proxy Statement and Prospectus. See “Proposal No. 2 — Approval of Amendments to t he 1991 Incentive and Nonqualified Stock Option Plan.” §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-135E© 1996 Jefren Pulishing Company, Inc. WHEELING-PITTSBURGH CORPORATION 110 East 59th Street New York, New York 10022 ____________________ SPECIAL MEETING OF STOCKHOLDERS July 22, 1994 ____________________ PROXY STATEMENT This Proxy Statement is being mailed to the stockholders of WPC on or about June 15, 1994 in conne ction with the solicitation by the Board of Directors of WPC of proxies for use at the Speci al Meeting of Stockholders of WPC (the “Meeting”) to be held at the Dupont Hotel, 11th & Market Street, Wilm ington, Delaware 19801 on July 22, 1994 at 10:00 A.M. The Meeting has been called for the following purposes: (1) to approve the reorganization of WPC into a new holding company structure and approve the related Merger Agreement; (2) to amend the 1991 Plan to increase the number of shares of Common Stock available for issuance thereunder from 1,500,000 to 2,500,000 and to provide that no recipient of options may be granted options in excess of 15% of the maximum number of shares authorized to be issued under the 1991 Plan; and (3) to transact such ot her business as may properly come before the Meeting. 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 t he close of business on June 10, 1994 (the “Record Date”) are entitled to notice of and to vote at the Meeting. Each of such shares is entitled to one vote. There was no other class of voting securities of WPC outstanding on that date. All shares of WPC Common Stock have equal voting rights. A majority of the outstanding shares of WPC Com mon Stock is required to be present in person or by proxy to constitute a quorum at a meeting of stockholders. All proxies delivered pursuant to this solicitation may be revoked by the person executing the same by notice in writing received at the office of WPC at any time prior to exerci se, by execution and delivery of a subsequently dated proxy, or by actual attendance and vote at the Meeting, except as t o any matter or matters upon which a vote shall have been cast pursuant to the authority conferred by such proxy prior to suc h revocation. If not revoked, the shares of WPC Common Stock represented thereby will be voted at the Mee ting. All proxies will be voted in accordance with the instructions specified thereon. If no specificat ion is indicated on the Proxy, the shares of WPC Common Stock represented thereby will be voted to (1) approve the reorgani zation of WPC into a new holding company structure and approve the Merger Agreement; (2) amend the 1991 Pla n to increase the number of shares of WPC Common Stock available for issuance under the 1991 Plan from 1,500,000 to 2,500,000 and to provide that no recipient of options may be granted options in excess of 15% of the ma ximum number of shares authorized to be issued under the 1991 Plan (as specified in the 1991 Plan); and (3) transact such other business as may properly come before the Meeting. Abstentions may be specified on all proposals and will be counted as present for purposes of the item on which the abstention is noted. The approval of the Merger and the Merger Agreement requires t he approval of two-thirds of the outstanding shares of WPC Common Stock, and the amendment of the 1991 Plan requi res the approval of a majority of the outstanding shares of WPC Common Stock present in person or by proxy a t the Meeting and entitled to vote. Abstentions, therefore, will have the effect of a negat ive vote. Under the rules of the New York Stock Exchange, Inc. (“NYSE”), brokers who hold shares in street name for customers have the authority to vote on certain items when they have not received instructions from benefic ial owners. Under applicable Delaware law, a broker non-vote will have the effect of being a vote against the CORPORATE RESTRUCTURING§7.2 01 December 1996 7-135F approval of the Merger or the Merger Agreement, and will have no effect on the proposed amendments to the 1991 Plan. SECURITY OWNERSHIP The following table sets forth information concerning ownership of WPC Common Stock outstanding at June 10, 1994, by (i) each person known by WPC to be the beneficial owner of more than five percent of WPC Common Stock, (ii) each director, (iii) each of the executive officers named in the summary compensation table below and (iv) by all directors and executive officers of WPC as a group. Unless otherwise indicated, each stockholder has sole voting power and sole dispositive powe r with respect to the indicated shares. Shares Percentage Name and Address of Beneficial Owner Beneficially Owned of Class(1) FMR Corp.(2) ............................................................................................................................................. 2,784,500 10.2% 82 Devonshire Street Boston, Massachusetts 02109 DR Capital Partners(3)(4) ........................................................................................................................... 2,310,084 7.6% c/o WPN Corp. 126 Hurst Lane Bellevue, Idaho 83313 RM Capital Partners(3)(4) .......................................................................................................................... 2,007,816 7.3% c/o WPN Corp. 126 Hurst Lane Bellevue, Idaho 83313 Capital Growth Management ...................................................................................................................... 1,629,500 6.0% Limited Partnership(5) One International Place Boston. Massachusetts 02110 The TCW Group. Inc .................................................................................................................................. 1,493,678 5.5% 865 South Figueroa Street Los Angeles. California 90017(6) Neil D. Arnold ............................................................................................................................................ 0 — Paul W. Bucha....................................... ..................................................................................................... 0 — Robert A. Davidow(7) ................................................................................................................................ 0 — William Goldsmith ...................................................................................................................................... 0 — Ronald LaBow(3)(4) ................................................................................................................................... 4,317,900 15.7% Howard Mileaf(8) ....................................................................................................................................... 5,000 * Marvin in L. Olshan .................................................................................................................................... 1,000 * Raymond S. Troubh .................................................................................................................................... 2,000 * James L. Wareham(8) ................................................................................................................................. 24,307 * Frederick G. Chbosky(9) ............................................................................................................................ 10,612 * DeWayne W. Tuthill(8) .............................................................................................................................. 9,584 * Francis P. Massco(10) ................................................................................................................................. 5,515 * Robin Chenery(11) ...................................................................................................................................... 0 — All Directors and Executive Officers as ..................................................................................................... 4,375,918 15.8% a Group (13 persons)(11)(12) _________________ * less than one percent. (1) Based upon shares of WPC Common Stock outstanding on June 10, 1994. (2) Based on a joint schedule 13G dated February 11, 1994, as amended, filed with the Commission. (3) Ronald LaBow, Chairman of the Board of WPC, is the sole stockholder of WPN (“WPN”), whic h is the sole general partner of RM Capital Partners (“RM”) and of DR Capital Partners (“DR”). Consequently, Mr. L aBow may be deemed to be the beneficial owner of all shares of WPC Common Stock owned by RM and DR. Includes 200,000 sha res of Common Stock granted to WPN Corp. and issuable upon exercise of options within 60 days hereof. See “Exec utive Compensation.” (4) Based on a joint Schedule 13D dated January 11, 1991, as amended, filed with the Comm ission, and additional information furnished to WPC. (5) Based on a Schedule 13G dated February 9, 1994 flied with the Commission, representing benefic ial ownership of WPC §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-135E© 1996 Jefren Pulishing Company, Inc. Common Stock by client accounts managed by Capital Growth Management. (6) Based on a Schedule 13G dated February 6, 1994 filed with the Commission, indicating ownership of 471,400 shares of WPC Series A Preferred Stock (which are convertible into the number of shares of WPC Common Stock indicated).