-----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, KaMNmABgrGqX3/ZaNMyMNQ6aUP6UzRwo/3MqEUVOdTb4iXtIwieZ4LxiyIUS0ZG3 qCulLpLQntwR4Kz3slaD3A== 0000909012-05-000907.txt : 20051115 0000909012-05-000907.hdr.sgml : 20051115 20051115164234 ACCESSION NUMBER: 0000909012-05-000907 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WHX CORP CENTRAL INDEX KEY: 0000106618 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 133768097 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41274 FILM NUMBER: 051207143 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149254413 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Praesidium Investment Management Company, LLC CENTRAL INDEX KEY: 0001320769 IRS NUMBER: 200302413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 747 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 821-1495 MAIL ADDRESS: STREET 1: 747 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 t302164a.txt SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) WHX Corp (Name of Issuer) Common Stock, $0.01 Per Share (Title of Class of Securities) 929248508 (CUSIP Number) October 24, 2005 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 5 Pages) - ---------------- *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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") 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). CUSIP No. 929248508 13G Page 2 of 5 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Praesidium Investment Management Company, LLC (See Item 2(A)) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-0302413 - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 726,541 (See Item 4) OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 726,541 (See Item 4) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 726,541 (See Item 4) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.26% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 929248508 13G Page 3 of 5 Pages Item 1(a). Name of Issuer: The name of the issuer is WHX Corp (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: The Issuer's principal executive offices are located at 110 East 59th Street, New York, NY 10022. Item 2(a). Name of Person Filing: This schedule 13G is being filed by Praesidium Investment Management Company, LLC, a Delaware limited liability company (the "Management Company") which serves as investment manager or advisor to a number of hedge funds (collectively the "Funds") with respect to the shares of Common Stock (as defined in Item 2(d)) directly owned by the Funds. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the business office of the Reporting Person is 747 Third Avenue, New York, New York 10017. Item 2(c). Citizenship: The Management Company is organized as a limited liability company under the laws of the State of Delaware. Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value (the "Common Stock") Item 2(e). CUSIP Number: 929248508 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii) (E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1 (b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable. CUSIP No. 929248508 13G Page 4 of 5 Pages Item 4. Ownership. Praesidium Investment Management Company, LLC (a) Amount beneficially owned: 726,541 (b) Percent of class: 7.26% The percentages used herein and in the rest of Item 4 are calculated based upon the 10,000,000 shares of Common Stock outstanding as reported by the Issuer in a Press Release issued on July 22, 2005. (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 726,541 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 726,541 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. See response to Item 2(A) Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. 929248508 13G Page 5 of 5 Pages Item 10. Certification. The Reporting Person hereby makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: November __, 2005 PRAESIDIUM INVESTMENT MANAGEMENT COMPANY, LLC By: /S/ PETER UDDO -------------------------------------------- Name: Peter Uddo Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----