sec document

PRE 14A 1 formdef14a01306_06182002.htm sec document

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/X/ Preliminary Proxy Statement

/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))

/ / Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14(a)-12

WHX CORPORATION
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(Name of Registrant as Specified in Charter)

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(Name of Person(s) filing Proxy Statement, if other than Registrant)

Payment of filing fee (check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction
applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement no.:

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(4) Date Filed:

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WHX CORPORATION
110 East 59th Street
New York, New York 10022
-----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 18, 2002

-----------------

To Our Stockholders:

We invite you to attend our annual stockholders' meeting on Tuesday,
June 18, 2002 at the Dupont Hotel, 11th & Market Streets, Wilmington,
Delaware 19801 at 11:00 a.m. At the meeting, you will hear an update on our
operations, have a chance to meet some of our directors and executives, and will
act on the following matters:

1) To elect three (3) class III directors to a three-year term;
2) To approve a proposal to amend the Certificate of
Incorporation to effect a reverse stock split of the
Company's common stock such that one new share of common
stock would be issued, as shall be determined by the Board
of Directors, for up to four shares of outstanding common
stock;
3) To ratify the appointment of PricewaterhouseCoopers LLP as
our independent accountants for fiscal 2002; and
4) Any other matters that properly come before the meeting.

This booklet includes a formal notice of the meeting and the proxy
statement. The proxy statement tells you more about the agenda and procedures
for the meeting. It also describes how our Board of Directors operates and gives
personal information about our director nominees.

Only stockholders of record at the close of business on May 7, 2002
will be entitled to vote at the annual meeting. Even if you only own a few
shares, we want your shares to be represented at the annual meeting. I urge you
to complete, sign, date, and return your proxy card promptly in the enclosed
envelope.

We have also provided you with the exact place and time of the
meeting if you wish to attend in person.

Sincerely yours,

MARVIN L. OLSHAN
Secretary

Dated: New York, New York
May [___], 2002

WHX CORPORATION
110 East 59th Street
New York, New York 10022
-----------------

2002 PROXY STATEMENT

GENERAL INFORMATION

This proxy statement contains information related to the annual
meeting of stockholders of WHX Corporation to be held on Tuesday, June 18, 2002,
beginning at 11:00 a.m., at the Dupont Hotel, 11th & Market Streets,
Wilmington, Delaware 19801, and at any postponements or adjournments thereof.

ABOUT THE MEETING

What is the Purpose of the Annual Meeting?

At the Company's annual meeting, stockholders will hear an update on
the Company's operations, have a chance to meet some of its directors and
executives and will act on the following matters:

Who May Vote

Stockholders of WHX Corporation, as recorded in our stock register
on May 7, 2002 (the "Record Date"), may vote at the meeting. As of this date, we
had [16,199,596] shares of common stock eligible to vote. All shares in this
class have equal voting rights of one vote per share. We also have [2,578,826]
shares of Series A Convertible Preferred Stock and [2,950,000] shares of Series
B Convertible Preferred Stock outstanding (together, the "Preferred Stock").
Dividends on the Preferred Stock have not been paid since the dividend payment
of October 1, 2000. The holders of the Preferred Stock are eligible to elect two
directors to the Company's Board of Directors upon the Company's failure to pay
six quarterly dividends, whether or not consecutive. The regularly scheduled
dividend payment that was due April 1, 2002 was the sixth dividend non-payment.
Accordingly, the holders of Preferred Stock have the right to elect two
directors to our Board of Directors. The election of directors by the holders of

the Preferred Stock will be at a separate meeting of the holders of the
Preferred Stock to be called by the Company. The holders of the Preferred Stock
are not eligible to vote at this meeting.

How to Vote

You may vote in person at the meeting or by proxy. We recommend that
you vote by proxy even if you plan to attend the meeting. You can always change
your vote at the meeting.

Voting Electronically via the Internet or by Telephone

Stockholders whose shares are registered directly on the books of
the Company may vote either by telephone or via the Internet. Your telephone or
Internet vote authorizes the named proxies in the same manner as if you had
executed a proxy card and returned it by mail. Instructions for registered
stockholders interested in voting by telephone or via the Internet are set forth
on the enclosed proxy card. The telephone and Internet voting procedures are
designed to authenticate the stockholder's identity and to allow stockholders to
vote their shares and confirm that their instructions have been properly
recorded.

If your shares are registered in the name of a bank or brokerage
firm, you may be eligible to vote your shares electronically over the Internet
or by telephone. If your voting form does not reference Internet or telephone
information, please complete and return the paper form in the self-addressed,
postage paid envelope provided.

How Proxies Work

Our Board of Directors is asking for your proxy. Giving us your
proxy means you authorize us to vote your shares at the meeting in the manner
you direct. You may vote for all, some, or none of our director nominees. You
may also vote for or against the other proposal or abstain from voting.

Proxies submitted by mail, telephone or Internet will be voted by
the individuals named on the proxy card in the manner you indicate. If you give
us your proxy but do not specify how you want your shares voted, they will be
voted in accordance with the Board of Directors recommendations, i.e. in favor
of all our director nominees, in favor of the approval of the reverse stock
split and in favor of the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent accountants.

You may receive more than one proxy or voting card depending on how
you hold your shares. If you hold shares through someone else, such as a
stockbroker, you may get materials from them asking how you want to vote. The
latest proxy card we receive from you will determine how we will vote your
shares.

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Revoking a Proxy

There are three ways to revoke your proxy. First, you may submit a
new proxy with a later date up until the existing proxy is voted. Secondly, you
may vote in person at the meeting. Lastly, you may notify our corporate
secretary in writing at 110 East 59th Street, New York, New York 10022.

Quorum

In order to carry on the business of the meeting, we must have a
quorum. This means at least a majority of the outstanding shares eligible to
vote must be represented at the meeting, either by proxy or in person. Shares
that we own are not voted and do not count for this purpose.

Votes Needed

The director nominees receiving a majority of the votes cast during
the meeting will be elected to fill the seats of our class III directors. The
reverse stock split must be approved by the holders of a majority of the
outstanding Common Stock of the Company. For other proposals to be approved, the
favorable vote of a majority of the votes cast is required. Votes that are
withheld from voting on a proposal will be excluded entirely and will have no
effect in determining the quorum. Abstentions and broker non-votes count for
quorum purposes and would have the effect of a negative vote for the reverse
stock split; otherwise they have no impact in the election of directors or
ratification of auditors. Broker non-votes occur when a broker returns a proxy
but does not have the authority to vote on a particular proposal. Brokers that
do not receive instructions are entitled to vote on the election of directors,
the approval of the reverse stock split and the ratification of the auditors.

Attending in Person

Only stockholders, their proxy holders, and our invited guests may
attend the meeting. If you wish to attend the meeting in person but you hold
your shares through someone else, such as a stockbroker, you must bring proof of
your ownership and an identification with a photo at the meeting. For example,
you could bring an account statement showing that you owned WHX Corporation
shares as of May 7, 2002 as acceptable proof of ownership.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning ownership of
the common stock, $.01 par value of WHX Corporation (the "Common Stock")
outstanding at May 7, 2002, by (i) each person known by the Company to be the
beneficial owner of more than five percent of its Common Stock, (ii) each
director, (iii) each of the executive officers named in the summary compensation
table and (iv) by all directors and executive officers of the Company as a
group.

Shares Beneficially Percentage
Name and Address of Beneficial Owner (1) Owned of Class(2)
---------------------------------------- ----- -----------
Deutsche Bank A.G.(3)
TaunusanIage 12, D-60325
Frankfurt am Main, Federal Republic of Germany...... 4,569,570 [28.2]%
Founders Financial Group, L.P.(4)
53 Forest Avenue
Old Greenwich, Connecticut 06870.................... 1,034,706 [6.4]%
WPN Corp.(5)
110 E. 59th Street
New York, New York 10022........................... 1,694,150 [9.5]%
Dimensional Fund Advisors Inc.(6)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401..................... 1,307,225 [8.1]%
Gabelli Funds, LLC(7)
One Corporate Center,
Rye, New York 10580................................ 2,049,009 [12.6]%
Alliance Capital Management L.P.(8)
1290 Avenue of the Americas
New York, New York 10104........................... 1,162,100 [7.2]%
Dewey Square Investors Corporation(9)
One Financial Center
Boston, Massachusetts 02111........................ 866,419 [5.3]%
Ronald LaBow........................................ 1,694,150(5) [9.5]%
Neil D. Arnold...................................... 133,328(10) *
Robert A. Davidow................................... 172,463(11) [1.0]%
William Goldsmith................................... 90,000(10) *
Robert D. LeBlanc................................... 344,795(12) [2.1]%
Marvin L. Olshan.................................... 92,665(13) *
Raymond S. Troubh................................... 132,000(14) *
James G. Bradley.................................... 261,654(15) [1.6]%
Robert K. Hynes..................................... 32,947(16) *
Arnold G. Nance..................................... 15,825(17) *

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All Directors and Executive Officers as a Group
(10 persons) 2,970,177(18) [15.7]%
-------------------
* less than one percent.

(1) Each stockholder, director and executive officer has sole voting
power and sole dispositive power with respect to all shares
beneficially owned by him, unless otherwise indicated.
(2) Based upon shares of Common Stock outstanding at May 7, 2002 of
[16,199,596] shares.
(3) Based on a Schedule 13G/A filed in February 2002, Deutsche Bank A.G.
beneficially holds 871,000 shares of Series A Convertible Preferred
Stock and 738,360 shares of Series B Convertible Preferred Stock
convertible into 2,759,850 and 1,809,720 shares of Common Stock,
respectively, and 402,900 shares of Common Stock.
(4) Based on a Schedule 13G/A filed in February 2000, Founders Financial
Group, L.P, Forest Investment Management LLC/ADV, Michael A. Boyd,
Inc. and Michael A. Boyd collectively beneficially hold 1,034,706
shares of Common Stock.
(5) Based on a Schedule 13D filed jointly in December 1997 by WPN Corp.,
Ronald LaBow, Stewart E. Tabin and Neale X. Trangucci. Includes
1,582,500 shares of Common Stock issuable upon exercise of options
within 60 days hereof. Ronald LaBow, the Company's Chairman, is the
sole stockholder of WPN Corp. Consequently, Mr. LaBow may be deemed
to be the beneficial owner of all shares of Common Stock owned by
WPN Corp. Mr. LaBow disclaims beneficial ownership of the options to
purchase 400,000 shares of Common Stock held by WPN Corp. as nominee
for Messrs. Tabin and Trangucci, all of which are exercisable within
60 days hereof. Messrs. Tabin and Trangucci are officers and
directors of WPN Corp. and disclaim beneficial ownership of all
shares of Common Stock owned by WPN Corp., except for options to
purchase such 400,000 shares of Common Stock held by WPN Corp. as
nominee for Messrs. Tabin and Trangucci. Each of Messrs. Tabin and
Trangucci holds options, exercisable within 60 days hereof, to
purchase 541,656 shares of Common Stock.
(6) Dimensional Fund Advisors, Inc. ("Dimensional"), an investment
advisor registered under Section 203 of the Investment Advisors Act
of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other investment vehicles, including
commingled group trusts. (These investment companies and investment
vehicles are the "Portfolios"). In its role as investment advisor
and investment manager, Dimensional possessed both investment and
voting power over 1,307,225 shares of WHX Corporation stock as of
December 31, 2001. The Portfolios own all securities reported in
this statement, and Dimensional disclaims beneficial ownership of
such securities.
(7) Based on a Schedule 13D/A filed in July 2001, Gabelli Funds, LLC,
GAMCO Investors, Inc., Gabelli International Limited, Gabelli
Advisers, Inc. and Gabelli Performance Partnership L.P. collectively
beneficially hold 2,049,009 shares of Common Stock. This amount
includes Common Stock issuable upon their conversion of 390,931
shares of Series A Convertible Preferred Stock and 286,031 shares of
Series B Convertible Preferred Stock.

-5-

(8) Based on a Schedule 13G filed jointly in February 1999, Alliance
Capital Management, L.P., AXA, AXA Assurances I.A.R.D. Mutuelle
("AXAAIM"), AXA Assurances Vie Mutuelle ("AXAAVM"), AXA Conseil Vie
Assurance Mutuelle ("AXACVAM"), AXA Courtage Assurance Mutuelle
("AXACAM") and The Equitable Companies, Inc. collectively
beneficially hold 1,162,100 shares of Common Stock. The address of
AXA is 9 Place Vendome 75001 Paris, France. The address of AXAAIM
and AXAAVM is 21, rue de Chateaudun 75009 Paris, France. The address
of AXACVAM is 100-101 Terrasse Boieldieu 92042 Paris La Defense,
France. The address of AXACAM is 26, rue Louis le Grand 75002 Paris,
France.
(9) Based on a Schedule 13G/A filed in January 1999, Dewey Square
Investors Corp. beneficially holds 866,419 shares of Common Stock.
This amount includes Common Stock issuable upon their conversion of
Preferred Stock.
(10) Consists of shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(11) Includes 91,665 shares of Common Stock issuable upon their exercise
of options within 60 days hereof, and approximately 80,798 shares of
Common Stock issuable upon conversion of 25,500 shares of Series A
Convertible Preferred Stock.
(12) Includes 313,328 shares of Common Stock issuable upon their exercise
of options within 60 days hereof, 24,016 shares of Common Stock, and
approximately 2,451 shares of Common Stock issuable upon conversion
of 1,000 shares of Series B Preferred Stock owned directly by Mr.
LeBlanc, 1,000 shares of Common Stock held by Mr. LeBlanc's wife and
4,000 shares of Common Stock held by Mr. LeBlanc's children.
(13) Includes 91,665 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.
(14) Includes 80,000 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.
(15) Includes 260,000 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.
(16) Includes 29,998 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.
(17) Includes 10,000 shares of Common Stock issuable upon their exercise
of options within 60 days hereof, approximately 3,105 shares of
Common Stock issuable upon conversion of 980 shares of Series A
Preferred Stock, approximately 980 shares of Common Stock issuable
upon conversion of 400 shares of Series B Preferred Stock held by
Mr. Nance's children, and 1,740 shares of Common Stock.
(18) Includes 2,682,484 shares of Common Stock issuable upon their
exercise of options within 60 days hereof.

-6-

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Company's Certificate of Incorporation and Bylaws provide for
the classification of the Board of Directors into three classes. The term of the
current Class III Directors expires at the 2002 Annual Meeting of Stockholders
(the "Meeting") and when their successors are duly elected and shall have
qualified. All nominees are currently Class III Directors of the Company.
Management has no reason to believe that any of the nominees will be unable or
unwilling to serve as a director, if elected. Should any nominee not be a
candidate at the time of the Meeting (a situation which is not now anticipated),
proxies may be voted in favor of the remaining nominees and may be also voted
for a substitute nominee selected by the Board of Directors.

Unless authority is specifically withheld, proxies will be voted for
the election of the nominees named below, to serve as Class III Directors of the
Company for a term of office to expire at the third succeeding Annual Meeting of
Stockholders and until their successors have been duly elected and qualified.
Class III Directors shall be elected by a plurality of the votes cast, in person
or by proxy, at the Meeting. The Class I and Class II Directors will continue to
serve their respective terms, with the two Class I Directors having a term that
will expire at the 2003 Annual Meeting of Stockholders of the Company and the
two Class II Directors having a term that will expire at the 2004 Annual Meeting
of Stockholders of the Company.

The Company also has [2,578,826] shares of Series A Convertible
Preferred Stock and [2,950,000] shares of Series B Convertible Preferred Stock
outstanding (together, the "Preferred Stock"). Dividends on the Preferred Stock
have not been paid since the dividend payment of October 1, 2000. The holders of
the Preferred Stock are eligible to elect two directors to the Company's Board
of Directors upon the Company's failure to pay six quarterly dividends, whether
or not consecutive. The regularly scheduled dividend payment that was due April
1, 2002 was the sixth dividend non-payment. Accordingly, the holders of
Preferred Stock have the right to elect two directors to the Company's Board of
Directors. The election of directors by the holders of the Preferred Stock will
be at a separate meeting of the holders of the Preferred Stock to be called by
the Company. The holders of the Preferred Stock are not eligible to vote at this
meeting.

The names of the nominees and certain information concerning them
are set forth:

Principal Occupation First Year
Class of for the Past Five Years Became
Name Director and Current Public Directorships Age a Director(1)
---- -------- -------------------------------- --- -------------
Neil D. Arnold III Director and Vice Chairman of the 53 1992
Board. Officer of WPN Corp., a
financial consulting company,
since August 2001. Private
Investor since May 1999. Group

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Finance Director of Lucas Varity
plc from December 1996 to May
1999, and Executive Vice
President - Corporate
Development from September 1996
to December 1996; Senior Vice
President and Chief Financial
Officer of Varity Corporation
from July 1990 to September
1996. Lucas Varity plc designs,
manufactures and supplies
advanced technology systems,
products and services in the
world's automotive and aerospace
industries.

Robert A. Davidow III Director. Private investor since 60 1992
January 1990. Director of Arden
Group, Inc., a supermarket
holding company.

Ronald LaBow III Chairman of the Board. President 66 1991
of Stonehill Investment Corp.
since February 1990. Director of
Regency Equities Corp., a real
estate company, and an officer
and director of WPN Corp., a
financial consulting company.

The names of the Class I and Class II Directors, whose terms expire
at the 2003 and 2004 annual meeting of stockholders of the Company,
respectively, who are currently serving their terms are set forth below:

William Goldsmith I Director. Management and Marketing 83 1987
Consultant since 1984. Chairman of
Nucon Energy Corp. since 1997 and
TMP, Inc. from January 1991 to
1993. Chairman and Chief Executive
Officer of Overspin Golf Corp. from
1993 to 1997. Chairman and Chief
Executive Officer of Fiber Fuel
International, Inc., from 1994 to
1997. Life Trustee to Carnegie
Mellon University since 1980.

Robert D. LeBlanc I Director. Executive Vice President 52 1999
of the Company since April 1998.
President and Chief Executive
Officer of Handy & Harman ("H&H")

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since April 1998. (H&H was acquired
by the Company in April 1998).
President, Chief Operating Officer
and Director of H&H from July 1997
to April 1998. Executive Vice
President of H&H from November 1996
to July 1997. Director of Church &
Dwight Co., Inc., a consumer
products and specialty chemical
company, since July 1998.

Marvin L. Olshan II Director. Secretary of the Company 74 1991
Grundman Frome Rosenzweig & Wolosky
LLP, since 1956.

Raymond S. Troubh II Director. Financial Consultant for 76 1992
in excess of past five years. Mr.
Troubh is also a director of ARIAD
Pharmaceuticals, Inc., Diamond
Offshore Drilling, Inc., Enron
Corp., General American Investors
Company, Gentiva Health Services,
Inc., a health services business,
Health Net, Inc., a managed health
care company, Hercules
Incorporated, Starwood Hotels &
Resorts, and Triarc Companies,
Inc., a holding company. Trustee of
Corporate Renaissance Group
Liquidating Trust, Microcap
Liquidating Trust and Petrie Stores
Liquidating Trust.

------------------
(1) The Company and its subsidiaries were reorganized into a new holding company
structure ("Corporate Reorganization") on July 26, 1994. Prior to the Corporate
Reorganization, all directors of the Company who were directors at the time of
the Corporate Reorganization were directors of Wheeling-Pittsburgh Corporation.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES.

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Meetings and Committees

The Board of Directors met on 4 occasions and took action by
unanimous written consent on 1 occasion during the fiscal year ended December
31, 2001. There are five Committees of the Board of Directors: the Executive
Committee, the Audit Committee, the Compensation Committee, the Nominating
Committee and the Stock Option Committee (for the 1991 Incentive and
Nonqualified Stock Option Plan and the 2001 Stock Option Plan). The members of
the Executive Committee are Ronald LaBow, Robert A. Davidow, Marvin L. Olshan,
Raymond S. Troubh and Neil D. Arnold. The Executive Committee took action by
unanimous written consent on 3 occasions during the fiscal year ended December
31, 2001. The Executive Committee possesses and exercises all the power and
authority of the Board of Directors in the management and direction of the
business and affairs of the Company except as limited by law and except for the
power to change the membership or to fill vacancies on the Board of Directors or
the Executive Committee. The members of the Audit Committee are Raymond S.
Troubh, Robert A. Davidow and William Goldsmith. The Audit Committee met on 4
occasions and took action by unanimous written consent on 1 occasion during the
fiscal year ended December 31, 2001. The primary purpose of the Audit Committee
is to assist the Board of Directors in fulfilling its responsibility to oversee
the Company's financial reporting activities. The Audit Committee annually
recommends to the Board of Directors independent public accountants to serve as
auditors of the Company's books, records and accounts, reviews the scope of the
audits performed by such auditors and the audit reports prepared by them,
reviews and monitors the Company's internal accounting procedures and monitors
compliance with the Company's Code of Ethics Policy and Conflict of Interest
Policy. A report from the Audit Committee is also included in this Proxy
Statement, see Audit Committee Report. The members of the Compensation Committee
are Robert A. Davidow, William Goldsmith and Marvin L. Olshan. The Compensation
Committee met on 4 occasions and took action by unanimous written consent on 2
occasions during the fiscal year ended December 31, 2001. The Compensation
Committee reviews compensation arrangements and personnel matters. The members
of the Nominating Committee are Ronald LaBow, Marvin L. Olshan and Robert A.
Davidow. The Nominating Committee took action by unanimous written consent on 1
occasion during the fiscal year ended December 31, 2001. The Nominating
Committee recommends nominees to the Board of Directors of the Company. The
members of the Stock Option Committee are Raymond S. Troubh and Robert A.
Davidow. The Stock Option Committee administers the granting of stock options
under the 1991 Incentive and Nonqualified Stock Option Plan (the "1991 Plan")
and the 2001 Stock Option Plan (the "2001 Plan"). The Stock Option Committee
took action by unanimous written consent on 2 occasions during the fiscal year
ended December 31, 2001.

Directors of the Company who are not employees of the Company or its
subsidiaries are entitled to receive compensation for serving as directors in
the amount of $40,000 per annum and $1,000 per Board Meeting, $800 per Committee
Meeting attended in person and $500 per telephonic meeting other than the Stock
Option Committee, and $1,000 per day of consultation and other services provided
other than at meetings of the Board or Committees thereof, at the request of the
Chairman of the Board. Committee Chairmen also receive an additional annual fee

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of $1,800. Directors of the Company (other than the Chairman of the Board or
directors who are employees of the Company or its subsidiaries) also receive
options to purchase 8,000 shares of Common Stock per annum on the date of each
annual meeting of stockholders up to a maximum of 40,000 shares of Common Stock
pursuant to the Company's 1993 Directors and Non-Employee Officers Stock Option
Plan (the "1993 Plan"). All directors of the Company permitted to participate in
the 1993 Plan have received the maximum number of shares permitted to be issued
thereunder. In addition, directors of the Company (other than the Chairman of
the Board or directors who are employees of the Company or its subsidiaries)
also received options to purchase 25,000 shares of Common Stock on December 1,
1997 and receive options to purchase 5,000 shares of Common Stock per annum on
the date of each annual meeting of stockholders up to a maximum of 40,000 shares
of Common Stock pursuant to the Company's 1997 Directors Stock Option Plan (the
"1997 Plan"). All directors of the Company permitted to participate in the 1997
Plan have received the maximum number of shares permitted to be issued
thereunder.

On July 13, 2001, directors William Goldsmith and Raymond S. Troubh
received options to purchase 30,000 shares of Common Stock, directors Robert A.
Davidow and Marvin L. Olshan received options to purchase 35,000 shares of
Common Stock, and directors Robert D. LeBlanc and Neil D. Arnold received
options to purchase 160,000 shares of Common Stock. 33.33% of these options vest
on the date of grant, 33.33% on the first anniversary of the grant date and
33.34% on the second anniversary of the grant date.

Pursuant to a management agreement effective as of January 3, 1991,
as amended (the "Management Agreement"), approved by a majority of the Company's
disinterested directors, WPN Corp. ("WPN"), of which Ronald LaBow, the Chairman
of the Board of the Company, is the sole stockholder and an officer and
director, provides financial, management, advisory and consulting services to
the Company, subject to the supervision and control of the Company's
disinterested directors. The Management Agreement has a two-year term and is
renewable automatically for successive two-year periods, unless terminated by
either party upon 60 days' notice prior to the renewal date. In 2001, WPN
received a monthly fee of $520,833.33. WPN Corp. also receives certain benefits
from financial intermediaries which it transacts business with on behalf of the
Company in the form of research materials and services, which are used by WPN
Corp. on behalf of the Company and in connection with its other activities. For
the fiscal year 2001, the amount of such reimbursement was approximately
$75,000. The Company believes that the cost of obtaining the type and quality of
services rendered by WPN under the Management Agreement is no less favorable
than that at which the Company could obtain such services from unaffiliated
entities. See "Executive Compensation -- Management Agreement with WPN."

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent (10%) of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the

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Securities and Exchange Commission. In addition, under Section 16(a), trusts for
which a reporting person is a trustee and a beneficiary (or for which a member
of his immediate family is a beneficiary) may have a separate reporting
obligation with regard to ownership of the Common Stock and other equity
securities of the Company. Such reporting persons are required by rules of the
Securities and Exchange Commission to furnish the Company with copies of all
Section 16(a) reports they file. Based solely upon a review of the copies of
such forms furnished to the Company and written representations from the
Company's executive officers, directors and greater than ten percent (10%)
beneficial stockholders, the Company believes that during the year ended
December 31, 2001, all persons subject to the reporting requirements of Section
16(a) filed the required reports on a timely basis, except for a Form 5 which
was inadvertently filed late by one director.

-12-

MANAGEMENT

Executive Officers of the Company

The following table contains the names, positions and ages of the
executive officers of the Company who are not directors.

Principal Occupation for the Past
Name Five Years and Current Public Directorships Age
---- ------------------------------------------- ---
James G. Bradley Executive Vice President. President and 57
Chief Executive Officer of WPSC and WPC
since April 1998. President and Chief
Operating Officer of Keppel Steel Company
from October 1997 to April 1998. Vice
President of WHX from October 1995 to
October 1997. Executive Vice
President-Operations of WPSC from October
1995 to October 1997.

Robert K. Hynes Vice President--Finance. Vice President-- 47
Finance since June 2001. Vice President
of H&H since March 2000. Director of
Audit and Financial Standards of H&H from
April 1995 to March 2000.

-13-

EXECUTIVE COMPENSATION

Summary Compensation Table. The following table sets forth, for the fiscal years
indicated, all compensation awarded to, paid to or earned by the following type
of executive officers for the fiscal years ended December 31, 1999, 2000 and
2001: (i) individuals who served as, or acted in the capacity of, the Company's
principal executive officer for the fiscal year ended December 31, 2001 (Mr.
LeBlanc served as the Company's Principal Executive Officer in 2001); (ii) the
Company's other most highly compensated executive officers, which together with
the Principal Executive Officer are the most highly compensated officers of the
Company whose salary and bonus exceeded $100,000 with respect to the fiscal year
ended December 31, 2001 and who were employed at the end of fiscal year 2001;
and (iii) up to two additional individuals for whom disclosure would have been
provided but for the fact that the individual was not serving as an executive
officer of the Company at the end of fiscal year 2001. Please note that the
executive officers identified in (i), (ii) and (iii) above are collectively
referred to as the "Named Executive Officers."

Summary Compensation Table

Long Term
Name and Principal Position Annual Compensation Compensation
--------------------------------------- --------------------------------------------- -------------------

Other Annual Securities All Other
Salary Bonus Compensation Underlying Compensation
Year ($) ($)(1) ($)(2) Options (#) ($)(3)
-------- ---------- ---------- -------------- ---------------- -------------------

Robert D. LeBlanc 2001 460,000 -- -- 160,000 2,771(4)
Executive Vice President 2000 433,500 175,000 -- -- 2,496(4)
1999 410,774 300,000 -- -- 1,640(4)

James G. Bradley 2001 385,000 -- -- -- 14,350
Executive Vice President 2000 400,000 -- -- -- 12,350
1999 400,000 125,000 -- -- 10,767
Robert K. Hynes 2001 174,277 15,000 -- 50,000 716(4)
Vice President-Finance(5) 2000 138,882 55,000 -- 10,000 462(4)
1999 121,164 90,000 -- -- 491(4)

Arnold G. Nance(6) 2001 214,852 -- -- -- 368,535(7)
2000 364,525 75,000 -- 10,000 8,628(8)
1999 355,654 150,000 -- -- 8,718(9)

---------------------------
(1) Messrs. LeBlanc, Hynes and Nance were granted bonuses pursuant to
the H&H Management Incentive Plan in 2001 and 2000 for services
performed in the prior year. Mr. Hynes was granted a bonus by the
Company in 2002 for services performed in the prior year. Mr.
Bradley was granted a bonus in 2000

-14-

for services performed in the prior year. All bonus amounts have
been attributed to the year in which the services were performed.
(2) Excludes perquisites and other personal benefits unless the
aggregate amount of such compensation exceeds the lesser of either
$50,000 or 10% of the total of annual salary and bonus reported for
such Named Executive Officer.
(3) Amounts shown, unless otherwise noted, reflect employer
contributions to pension plans.
(4) Represents insurance premiums paid by the Company.
(5) Mr. Hynes' employment as an officer of the Company commenced June
2001. Prior to such time, he was an employee of Handy & Harman,
a subsidiary of the Company since the Handy & Harman acquisition
in April 1998.
(6) Mr. Nance's employment with the Company terminated August 1, 2001.
(7) Represents insurance premiums paid by the Company in the amount of
$1,035 and a severance payment to Mr. Nance regarding the
termination of his employment in the amount of $367,500.
(8) Includes insurance premiums paid by the Company in 2000 of $928.
(9) Includes insurance premiums paid by the Company in 1999 of $1,018.

Option Grants Table. The following table sets forth certain
information regarding stock option grants made to each of the Named Executive
Officers during the fiscal year ended December 31, 2001.

Option Grants in Last Fiscal Year

Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
----------------- -----------

% of Total
Options
Number of Securities Granted to Exercise
Underlying Options Employees in Price Expiration
Name Granted (*)(1) Fiscal Year ($/Sh) Date 5%($) 10%($)
---- -------------- ------------- ----- ---- ----- ------
Robert D. LeBlanc.......... 160,000 20.65% $1.63 7/13/11 $164,016 $415,648
Robert K. Hynes............ 50,000 6.45% $1.63 7/13/11 $51,255 $129,890

-------------------

-15-

(1) All options were granted under the Company's 2001 Stock Option Plan
on July 13, 2001. 33.33% of such options vested upon the grant date,
33.33% vest on the first anniversary of the grant date, and 33.34%
vest on the second anniversary of the grant date.

-16-

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

The following table sets forth certain information concerning
unexercised stock options held by the Named Executive Officers as of December
31, 2001.

Number of Securities Underlying Value of Unexercised In-the-
Unexercised Options at 2001 Money Options at 2001
Fiscal Year-End(#) Fiscal Year-End ($)(1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------------- ----------------------------
Robert D. LeBlanc........ 313,328/106,672 0/0
James G. Bradley......... 260,000/0 0/0
Robert K. Hynes.......... 29,998/40,002 0/0
Arnold G. Nance.......... 10,000/0 0/0

-------------------

(1) On December 31, 2001, the last reported sales price of the Common
Stock as reported on the New York Stock Exchange Composite Tape was $1.54.

Long-Term Incentive and Pension Plans. Other than as described
below, the Company does not have any long-term incentive or defined benefit
pension plans.

In January 1999, H&H amended and restated its Long Term
Incentive Plan ("LTIP"), in which the final cycle had been terminated on
December 31, 1998. The current LTIP is a performance-based plan pursuant to
which executives of H&H earn the right to receive awards based on the
achievement of pre-established financial performance and other goals. The
amended LTIP established overlapping cycles with each cycle encompassing five
fiscal years, commencing on January 1, 1999. LTIP participants are selected by
H&H's Chief Executive Officer and the Compensation Committee of the Board of
Directors of the Company. Messrs. LeBlanc and Hynes are the only Named Executive
Officers who are participants in the Amended and Restated LTIP.

H&H maintains the Supplemental Executive Retirement Plan
("SERP") to provide executive officers the amount of reduction in their formula
pension benefits under the WHX Pension Plan on account of the limitation on pay
under Section 401(a)(17) of the Internal Revenue Code ("IRC") and the limitation
on benefits under Section 415 of the IRC. The SERP also applies the WHX Pension
Plan formula to the Career Average Pay after including

-17-

100 percent of the amounts received under the Handy & Harman Management
Incentive Plan. Amounts received under the SERP are not subject to Cost of
Living increases.

The following Table shows the projected Annual Retirement Benefits,
payable on the basis of ten years of certain payments and thereafter for life,
to each of the individuals listed in the Summary Compensation Table at age 65
assuming continuation of employment until age 65. The amounts shown under Salary
reflect the current rate of salary as plan compensation for Messrs. LeBlanc and
Hynes of $460,000 and $200,000, respectively, and includes the benefits payable
under both the WHX Pension Plan and the SERP. The amount of benefits shown under
Bonus would be payable under the SERP and assumes continuation of the amount of
Bonus received on average over the prior 3 fiscal years.

Executive Pension Benefits

Normal Retirement Annual Retirement Benefits From:
Name Date (NRD) Service at NRD Salary Bonus Total
---- ---------- -------------- ------ ----- -----
R.D. LeBlanc July 1, 2014 17 yrs. 8 mos. $155,708 $ 57,648 $213,556
R. K. Hynes Sept. 1, 2019 30 yrs. 1 mos. $91,823 $ 27,476 $119,299

In 1998 WPC established a supplemental defined benefit plan covering
WPC salaried employees employed as of January 31, 1998 which provides a
guaranteed minimum benefit based on years of service and compensation. The gross
benefit from this plan is offset by the annuitized value of the defined
contribution plan account balance and any benefits payable from the Pension
Benefit Guaranty Corporation from the previously terminated defined benefit
pension plan. None of the Named Executive Officers are entitled to any benefits
under such plan.

Deferred Compensation Agreements. Except as described in the next
paragraph with respect to the employment agreements of Messrs. LeBlanc, Bradley
and Hynes, no plan or arrangement exists which results in compensation to a
Named Executive Officer in excess of $100,000 upon such officer's future
termination of employment or upon a change-of-control.

Employment Agreements. Mr. Robert D. LeBlanc became Executive Vice
President of the Company pursuant to a three-year employment agreement dated as
of April 7, 1998, which is automatically extended for successive two-year
periods unless earlier terminated pursuant to the provisions of such agreement.
The agreement provides for an annual salary to Mr. LeBlanc of no less than
$400,000 and an annual bonus to be awarded at the Company's sole discretion. Mr.
LeBlanc was granted a bonus of $175,000 in 2001 for services performed in 2000.
Mr. LeBlanc was not granted a bonus in 2002 for services performed in 2001. In
the event that Mr. LeBlanc's employment is terminated by the Company other than
with cause, he will receive a payment of two year's salary at the highest rate
in effect for the twelve preceding months plus two times his average bonus
during the last three preceding years.

-18-

Mr. James G. Bradley became President and Chief Executive Officer of
WPSC and Executive Vice President of the Company pursuant to a three-year
employment agreement dated as of April 23, 1998, which is automatically extended
for successive three-year periods unless earlier terminated pursuant to the
provisions of such agreement. The agreement provides for an annual salary to Mr.
Bradley of $400,000 and an annual bonus to be awarded at the Company's sole
discretion. Mr. Bradley was not granted bonuses in 2002 and 2001 for services
performed in 2001 and 2000. In the event that Mr. Bradley's employment is
terminated by the Company other than with cause, he will receive a payment of
$1,200,000.

Mr. Robert K. Hynes became Vice President-Finance of the Company
pursuant to a one-year employment agreement dated July 1, 2001, which will be
automatically extended for successive one-year periods unless earlier terminated
pursuant to the provisions of such agreement. The agreement provides for an
annual salary to Mr. Hynes of no less than $200,000 and an annual bonus to be
awarded at the Company's sole discretion. Mr. Hynes was granted a bonus of
$15,000 in 2002 for services performed in 2001. In the event that Mr. Hynes'
employment is terminated by the Company other than with cause, he will receive a
payment of one year's base salary at the highest rate in effect for the twelve
preceding months plus bonus plan and compensation accrued.

Report on Repricing of Options. None of the stock options granted
under any of the Company's plans were repriced in the fiscal year ended 2001.

Compensation Committee Interlock and Insider Participation. Messrs.
Davidow, Goldsmith and Olshan each served as a member of the Compensation
Committee of the Board of Directors during the fiscal year ended December 31,
2001. Mr. Olshan is a member of Olshan Grundman Frome Rosenzweig & Wolosky
LLP, which the Company has retained as outside general counsel since January
1991. The Company has paid such firm approximately $695,000 during the fiscal
year ended December 31, 2001.

Management Agreement with WPN Corp. Pursuant to the Management
Agreement, approved by a majority of the Company's disinterested directors, WPN,
of which Ronald LaBow, the Chairman of the Board of the Company, is the sole
stockholder and an officer and director, provides financial, management,
advisory and consulting services to the Company, subject to the supervision and
control of the disinterested directors. Such services include, among others,
identification, evaluation and negotiation of acquisitions, responsibility for
financing matters, review of annual and quarterly budgets, supervision and
administration, as appropriate, of all the Company's accounting and financial
functions and review and supervision of the Company's reporting obligations
under Federal and state securities laws. For fiscal year 2001, 2000 and 1999,
WPN received a monthly fee of $520,833.33. In addition, in October 1999 the
Board of Directors also awarded a $3,280,000 bonus to WPN in recognition of the
extraordinary returns earned by WPN on behalf of the Company in its management
of the Company's cash and marketable securities. In August 1997, the Company
granted WPN options to acquire 1,000,000 shares of Common Stock. Such options
are held by WPN as nominee for Ronald LaBow, Stewart E. Tabin and Neale X.
Trangucci, each of whom is an officer of WPN, and has the right to acquire

-19-

600,000, 200,000 and 200,000 shares, respectively, of Common Stock. WPN
additionally beneficially owns options to purchase 982,500 shares of Common
Stock. The weighted average exercise price of all such options is $10.23. None
of these options were exercised in 2001. The Company provides indemnification
for WPN's employees, officers and directors against any liability, obligation or
loss resulting from their actions pursuant to the Management Agreement. The
Management Agreement has a two year term and is renewable automatically for
successive two year periods, unless terminated by either party upon 60 days'
notice prior to the renewal date. WPN Corp. also receives certain benefits from
financial intermediaries which it transacts business with on behalf of the
Company in the form of research materials and services, which are used by WPN
Corp. on behalf of the Company and in connection with its other activities. For
the fiscal year 2001, the amount of such reimbursement was approximately
$75,000. WPN has not derived any other income and has not received reimbursement
of any of its expenses (other than health benefits and standard directors' fees)
from the Company in connection with the performance of services described above.
The Company believes that the cost of obtaining the type and quality of services
rendered by WPN under the Management Agreement is no less favorable than the
cost at which the Company could obtain from unaffiliated entities.

-20-

Audit Committee Report

The Board of Directors appoints an Audit Committee each year to
review the Company's financial matters. The members of the Audit Committee are
Raymond S. Troubh, Robert A. Davidow and William Goldsmith. Each member of the
Company's audit committee meets the independence requirements set by the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange. The
Audit Committee operates under a written charter adopted by the Board of
Directors.

The primary purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its responsibility to oversee the Company's financial
reporting activities. The Audit Committee meets with the Company's independent
accountants and reviews the scope of their audit, report and recommendations.
The Audit Committee also recommends to the Board of Directors the selection of
the Company's independent accountants. The Audit Committee met four times during
fiscal 2001. The Audit Committee members reviewed and discussed the audited
financial statements for the fiscal year ending December 31, 2001 with
management. The Audit Committee also discussed all the matters required to be
discussed by Statement of Auditing Standard No. 61 with the Company's
independent auditors, PricewaterhouseCoopers LLP. The Audit Committee received
the written disclosures and the letter from PricewaterhouseCoopers LLP as
required by Independence Standards Board Standard No. 1 and has discussed the
independence of PricewaterhouseCoopers LLP with representatives of such firm.

Based on their review and the discussions described above, the Audit
Committee recommended to the Board of Directors that the Company's audited
financial statements be included in the Company's Annual Report on Form 10-K to
be filed with the SEC.

Audit Committee
---------------
Raymond S. Troubh, Chairman
Robert A. Davidow
William Goldsmith

2001 Compensation Committee Report on Executive Compensation:

General

The Compensation Committee determines the cash and other incentive
compensation, if any, to be paid to the Company's executive officers and key
employees. Messrs. Davidow, Olshan and Goldsmith serve as members of the
Compensation Committee. The Stock Option Committee is responsible for the
administration and award of stock options under the 1991 Incentive and
Nonqualified Stock Option Plan and the 2001 Stock Option Plan. Messrs. Davidow
and Troubh serve as members of the Stock Option Committee. Both Messrs. Davidow

-21-

and Troubh are non-employee directors of the Company, as defined under Rule
16b-3 of the 1934 Securities Exchange Act, as amended. Mr. Davidow serves as
Chairman of the Compensation Committee. The Compensation Committee met 4 times
during the fiscal year ended December 31, 2001.

Compensation Philosophy

The Compensation Committee's executive compensation philosophy is to
base management's pay, in part, on achievement of the Company's annual and
long-term performance goals, to provide competitive levels of compensation, to
recognize individual initiative, achievement and length of service to the
Company, and to assist the Company in attracting and retaining qualified
management. The Compensation Committee also believes that the potential for
equity ownership by management is beneficial in aligning management and
stockholders' interests in the enhancement of stockholder value. The Company has
not established a policy with regard to Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code").

Salaries

Base salaries for the Company's executive officers are determined
initially by evaluating the responsibilities of the position held and the
experience of the individual, and by reference to the competitive marketplace
for management talent, including a comparison of base salaries for comparable
positions at other comparable companies. Base salary compensation of executive
officers is reviewed annually by the Compensation Committee, and recommendations
of the Compensation Committee in that regard are acted upon by the Board of
Directors. Annual salary adjustments are determined by evaluating the
competitive marketplace; the performance of the Company which includes in
descending level of importance, operating income of the Company and cash
management, production efficiency and quality of products; the performance of
the executive; the length of the executive's service to the Company and any
increased responsibilities assumed by the executive. The Company places itself
between the low and medium levels in determining salaries compared to the other
comparable holding companies of industrial businesses.

Incentive Compensation

H&H Management Incentive Plan

H&H, which the Company acquired in April 1998 and which is now a
wholly owned subsidiary of the Company, maintains a Management Incentive Plan
("MIP") which is an annual incentive program that rewards selected officers and
key employees each year based on their contributions to the profits of H&H.

Participants in the MIP are designated by the Chief Executive
Officer of H&H and ratified by the Compensation Committee of the Board of
Directors of the Company at the beginning of each fiscal year. Awards granted
under the MIP are approved by the Board of Directors of H&H. Mr. LeBlanc

-22-

is the only Named Executive Officer who is a participant in the MIP.

2001 WPSC Incentive Plans

WPSC had three principal incentive plans in 2001: the Gainsharing
Plan, the Sales Incentive Plan and the Corporate Bonus Plan. Benefits and
payments under these plans have been suspended in connection with the Chapter 11
filings. See "Certain Relationships and Related Transactions - Chapter 11
Bankruptcy Filing of Wheeling-Pittsburgh Corporation and its Subsidiaries."

Other Incentive Compensation

The Company from time to time considers the payment of discretionary
bonuses to its executive officers. Bonuses would be determined based, first,
upon the level of achievement by the Company of its strategic and operating
goals and, second, upon the level of personal achievement by participants. The
achievement of goals by the Company includes, among other things, the
performance of the Company as measured by return on assets and the operating
income of the Company, production efficiency and quality of products. The
achievement of personal goals includes the actual performance of the unit of the
Company for which the executive officer has responsibility as compared to the
planned performance thereof, the level of cost savings achieved by such
executive officer, other individual contributions, the ability to manage and
motivate employees and the achievement of assigned projects. Bonuses are
determined annually after the close of each fiscal year. Despite achievement of
personal goals, bonuses may not be given based upon the performance of the
Company as a whole.

Mr. LeBlanc, the Company's Principal Executive Officer, was
President and Chief Executive Officer of H&H and Executive Vice President of
the Company in 2001 with an annual base salary of $460,000. As described in the
Employment Agreements section above, Mr. LeBlanc's annual base salary is
determined by contract. In determining such amount, the Board of Directors
considered the responsibilities performed by Mr. LeBlanc as Executive Vice
President of the Company, Mr. LeBlanc's responsibilities as President and Chief
Executive Officer of H&H, the performance of Mr. LeBlanc in managing and
directing the Company's operations, the efforts by Mr. LeBlanc in assisting the
Company to improve its capital base and financial condition, a competitive
assessment of survey data of other industrial companies as it relates to the
Company's performance versus other industrial companies, and the evaluation of
the other factors described in "Salaries" above.

The Compensation Committee considered Mr. LeBlanc for cash
performance bonuses in accordance with the following terms: the factors
discussed in the above paragraph; the bonuses paid to other senior executives of
the Company; the overall performance of the Company and H&H as measured by
guidelines used to determine the bonuses of other senior executives including
the operating results of the Company, production efficiency and quality of
products; Mr. LeBlanc's impact on the improved operating results of H&H; and
the

-23-

transactions effected for the benefit of the Company that are outside of the
ordinary course of business and directly or indirectly accomplished through the
efforts of Mr. LeBlanc (e.g., business combinations, corporate partnering and
other similar transactions). The Compensation Committee did not grant Mr.
LeBlanc a bonus in 2002 for his services in 2001.

Stock Option and Other Plans

The Company awarded options to two Named Executive Offices in 2001:
Robert K. Hynes and Robert D. LeBlanc. It is the philosophy of the Stock Option
Committee that stock options should be awarded to employees of the Company to
promote long-term interests between such employees and the Company's
stockholders through an equity interest in the Company and assist in the
retention of such employees. The Stock Option Committee also considered the
amount and terms of options previously granted to executive officers. The Stock
Option Committee believes the potential for equity ownership by management is
beneficial in aligning management's and stockholders' interest in the
enhancement of stockholder value. Participation in restricted stock, profit
sharing and incentive plans is offered, pursuant to their terms, to provide
incentive to executive officers to contribute to corporate growth and
profitability.

Compensation Committee:
----------------------
Robert A. Davidow, Chairman
William Goldsmith
Marvin L. Olshan

-24-

Common Stock Performance: The following graph compares, for each of
the fiscal years indicated, the yearly percentage change in the Company's
cumulative total stockholder return on the Company's Common Stock with the
cumulative total return of a) the Standard and Poor's Index, a broad equity
market index and b) Metal Fabricating Industry Group Index. This index has
replaced the index of peer companies as the Company believes it more accurately
reflects the Company's peer group. For comparison purpose, last year's peer
group index consisting of the following industrial companies, Bethlehem Steel
Corporation, Ispat Inland, Inc., LTV Corporation and Weirton Steel Corp., is
also included.

[PERFORMANCE GRAPH]

1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----

WHX CORPORATION 100.00 135.21 113.38 101.41 8.45 17.35

OLD PEER GROUP 100.00 83.29 35.87 60.30 8.32 4.81

METAL FABRICATION INDEX 100.00 135.08 113.45 139.75 114.44 134.54

S&P 500 INDEX 100.00 133.36 171.47 207.56 188.66 166.24

There can be no assurance that the Common Stock's performance will
continue with the same or similar trends depicted in the graph above.

-25-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Marvin L. Olshan, a director and Secretary of the Company, is a
member of Olshan Grundman Frome Rosenzweig & Wolosky LLP ("OGFR&W"). The
Company has retained OGFR&W as their outside general counsel since January
1991. For the fiscal year ended December 31, 2001, the Company paid OGFR&W
approximately $695,000.

Neil D. Arnold, a director of the Company, joined WPN Corp. as an
officer in August 2001. WPN Corp. is wholly-owned by Ronald LaBow, Chairman of
the Board of the Company, and is party to a management agreement with the
Company - see below. Mr. Arnold was paid $187,500 by WPN for his services in
2001. Prior to joining WPN, Mr. Arnold performed consulting services for the
Company during 2001 and received compensation in the amount of $38,000 for such
services.

Chapter 11 Bankruptcy Filing of Wheeling-Pittsburgh Corporation and
its Subsidiaries

On November 16, 2000, Wheeling-Pittsburgh Corporation and its
subsidiaries, including Wheeling-Pittsburgh Steel Corporation (together, the
"WPC Group") filed voluntary petitions (the "Chapter 11 Filings") to reorganize
their businesses under Chapter 11 of the U.S. Code. The Chapter 11 Filings were
made in the United States Bankruptcy Court for the Northern District of Ohio.
The WPC Group is in possession of its properties and assets and continues to
manage its businesses with its existing directors and officers as
debtors-in-possession subject to the supervision of the bankruptcy court.

Management Agreement

Pursuant to the Management Agreement approved by a majority of the
Company's disinterested directors, WPN, of which Ronald LaBow, the Company's
Chairman, is the sole stockholder and an officer and a director, provides the
Company with financial, management, advisory and consulting services to the
Company, subject to the supervision and control of the disinterested directors.
The Management Agreement has a two year term and is renewable automatically for
successive two year periods, unless terminated by either party upon 60 days'
notice prior to the renewal date. The Company believes that the cost of
obtaining the type and quality of services rendered by WPN under the Management
Agreement is no less favorable than the cost at which the Company could obtain
from unaffiliated entities. See "Executive Compensation-Management Agreement
with WPN Corp."

-26-

PROPOSAL NO. 2
PROPOSED REVERSE STOCK SPLIT

Introduction

The Board of Directors of the Company has unanimously approved,
subject to stockholder approval solicited hereby, a proposal to amend the
Company's Certificate of Incorporation authorizing a reverse stock split of the
outstanding shares of Common Stock, such that for every number of common shares
up to four held by a stockholder, as determined by the Board, such holder would
be entitled to one post-amendment common share (the "Reverse Stock Split").
Fractional shares would be treated as provided below, and outstanding options to
purchase Common Stock and conversion rights of Preferred Stock would be adjusted
accordingly. The Reverse Stock Split would become effective upon the filing with
the Secretary of State of Delaware of an amendment to the Company's Certificate
of Incorporation. Approval of the proposal would give the Board discretionary
authority to implement the Reverse Stock Split for a 24-month period, until June
17, 2004.

The purpose of the Reverse Stock Split is to increase the market
value of the Common Stock. The Board intends to effect the Reverse Stock Split
only if it believes that a decrease in the number of shares outstanding may
improve the trading market for the Common Stock. If the Reverse Stock Split is
authorized by the stockholders, the Board will have the discretion to implement
only one during the next 24 months, or effect no Reverse Stock Split at all. The
Board has not specified the exact amount of the Reverse Stock Split, other than
the maximum of one-to-four, in order to give it latitude. If the trading price
of the Common Stock increases without the Reverse Stock Split, the Reverse Stock
Split may not be necessary, or one of lesser proportions would be required than
if the trading price decreased or remains constant.

In connection with any determination to effect the Reverse Stock
Split, the Board will also select the Reverse Stock Split that, in its
discretion, results in the greatest marketability of the Common Stock based on
prevailing market conditions. No further action on the part of the stockholders
would be required to either effect the Reverse Stock Split. If no Reverse Stock
Split is effected by June 17, 2004, the Board's authority to effect the Reverse
Stock Split will also terminate.

Adjustments to the corporate financial statements to reflect the
reclassification and Reverse Stock Split are expected to be minimal. The
expected immediate effect in the market would be an increase in the trading
price per share, and a decrease in the number of post-amendment shares involved

-27-

in a trade of shares that would have been involved in an identical trade.

New York Stock Exchange Listing

The principal purpose of the Reverse Stock Split is to maintain the
closing market price of the Common Stock above $1.00 per share in order to meet
the continued listing criteria of the New York Stock Exchange ("NYSE"). The
Company's Common Stock is listed on the NYSE. In order to continue to be listed
on the NYSE, certain NYSE continued listing standards must be met. Among the
standards is a requirement that, in the event the NYSE notifies a listed company
that the average closing price of its listed security has been less than $1.00
for any consecutive 30 trading day period, the company must have attained a
stock price of at least $1.00 per share and a 30 trading day average closing
price of $1.00 per share or higher six months after receipt of the NYSE notice.
If the company fails to do so, the NYSE may delist the security.

The Company received a notice from the NYSE dated March 27, 2002
stating that the average closing price of the Common Stock had been less than
$1.00 for more than 30 trading days. In compliance with NYSE rules, the Company
notified the NYSE of its intention to meet the $1.00 per share price
requirement. The Board of Directors believes that the Reverse Stock Split may be
necessary in order to provide an opportunity to maintain the Company's NYSE
listing while allowing sufficient time for a recovery in the Company's stock
price.

The Board of Directors believes that it is important to provide the
Company's stockholders with the best possible market for trading the Common
Stock of the Company. If delisting were to occur, the Common Stock would likely
trade on the National Association of Securities Dealers' Over the Counter
Bulletin Board, which was established for securities that do not meet the Nasdaq
listing requirements, or in the over the counter market in the "pink sheets"
maintained by Pink Sheets LLC. Such alternative trading markets are generally
considered less efficient and less liquid than the NYSE. Consequently, selling
the Company's Common Stock could be more difficult because smaller quantities of
shares would likely be bought and sold, transactions could be delayed, and
securities analysts' and news media coverage could be reduced.

These factors could result in lower prices and substantial spreads
in the bid and ask prices for shares of the Common Stock. Delisting from the
NYSE could also impair the Company's ability to raise additional capital through
equity or debt financing and, to the extent the stock price is further depressed
as a result of or in connection with the delisting, ownership dilution to
stockholders might be higher if the Company issued equity in financing or other
transactions, since more shares will need to be issued in order to raise a
specific amount of capital.

Additionally, if the Common Stock is delisted, the Company might
become subject to Rule 15g-9 under the Securities Exchange Act of 1934, as
amended. This rule generally imposes additional sales practice requirements on
broker-dealers that sell low-priced securities to persons other than established
customers and institutional accredited investors. For transactions covered by

-28-

this rule, generally a broker-dealer must make a special suitability
determination for the purchaser and have received the purchaser's written
consent to the transaction prior to sale. Consequently, the rule may affect the
ability of broker-dealers to sell the Company's Common Stock and affect the
ability of holders to sell their shares in the secondary market. Moreover,
investors may be less interested in purchasing low-priced securities because the
brokerage commission, as a percentage of the total transaction value, tends to
be higher for such securities, and some investment funds will not invest in
low-priced securities (other than those that focus on small-capitalization
companies or low-priced securities).

Risks Associated with the Reverse Stock Split

As noted above, the principal purpose of the Reverse Stock Split
would be to help maintain the 30-trading-day average closing price of the Common
Stock above the $1.00 threshold required by the NYSE continued listing
standards. Even though a reverse stock split, by itself, does not impact a
company's assets or prospects, reverse stock splits can result in a decrease in
the aggregate market value of a company's equity capital. The Board of
Directors, however, believes that this risk is off-set by the prospect that the
Reverse Stock Split will improve the likelihood that the Company will be able to
maintain its NYSE listing and may, by increasing the per share price, make an
investment in the Common Stock more attractive for certain investors. While it
is expected that the reduction in the outstanding shares of Common Stock will
increase the market price of the Common Stock, there are no assurances that the
Reverse Stock Split will increase the market price of the Common Stock by a
multiple equal to the number of pre-split shares in the Reverse Stock Split
ratio or result in any permanent increase in the market price (which can be
dependent upon many factors, including, but not limited to, the Company's
business and financial performance and prospects). Should the market price
decline after the Reverse Stock Split, the percentage decline may be greater,
due to the smaller number of shares outstanding, than it would have been prior
to the Reverse Stock Split. In some cases the stock price of companies that have
effected reverse stock splits has subsequently declined back to pre-reverse
split levels.

There are other reasons why the Reverse Stock Split may be perceived
negatively in the marketplace. In addition to the fact that the number of shares
available for trading are reduced, which generally has the effect of reducing
liquidity, round lots (i.e., lots in multiples of 100 shares) may be converted
into odd lots due to the split, which may in turn increase transaction costs for
stockholders. Further, the Reverse Stock Split can have a negative effect on
employee retention and recruitment by potentially reducing the number of shares
that the Company could offer in option grants and other stock-based awards. The
Company cannot guarantee that the market price of the Common Stock immediately
after the effective date of the proposed Reverse Stock Split will be maintained
for any period of time or that the ratio of post- and pre-split shares will
remain the same after the Reverse Stock Split is effected, or that the Reverse
Stock Split will not have an adverse effect on the stock price due to the
reduced number of shares outstanding after the Reverse Stock Split.

-29-

Principal Effects of the Reverse Stock Split

If the stockholders approve the proposal to authorize the Board of
Directors to implement the Reverse Stock Split and the Board decides to
implement the Reverse Stock Split prior to June 17, 2004, the Company will amend
the existing provision of the Certificate of Incorporation relating to the
Company's authorized capital. Accordingly, Article Fourth, Section B of the
Certificate of Incorporation, depending on the Reverse Stock Split ratio
selected by the Board, will read as provided in Annex A.

If the stockholders approve the Reverse Stock Split, the appropriate
amendment to the Company's Certificate of Incorporation would become effective
upon the Board's decision to implement the Reverse Stock Split and the filing of
an amendment to the Certificate of Incorporation with the Secretary of State of
Delaware. The proposed Reverse Stock Split will not affect any stockholder's
proportionate equity interest in the Company or the rights, preferences,
privileges or priorities of any stockholder, other than an adjustment which may
occur due to payment for fractional shares. The proposed Reverse Stock Split
will not affect the total stockholders' equity of the Company or any components
of stockholders' equity as reflected on the financial statements of the Company
except (i) to change the numbers of the issued and outstanding shares of Common
Stock and (ii) for an adjustment which will occur due to the costs incurred by
the Company in connection with this proxy statement and the implementation of
such of the proposals as are approved by the stockholders. In addition, the
conversion ratios and exercise prices, to the extent applicable, of the
Company's outstanding stock options and Preferred Stock, will be proportionately
adjusted upon the consummation of the Reverse Stock Split.

The following table illustrates the effect on the Company's Common
Stock of the Reverse Stock Split for several possible exchange ratios:

NUMBER OF SHARES OF COMMON STOCK

Prior to reverse 1-for-2 reverse 1-for-3 reverse 1-for-4 reverse
stock split stock split stock split stock split
----------- ----------- ----------- -----------

Authorized 60,000,000 60,000,000 60,000,000 60,000,000

Issued and outstanding [16,199,596] [8,099,798] [5,399,865] [4,049,899]

Available for future issuance [43,800,404] [51,900,202] [54,600,135] [55,950,101]

The $0.01 per share par value of the Common Stock will not be
affected by the proposed amendment.

-30-

Exchange of Shares; No Fractional Shares

Pursuant to the Reverse Stock Split, depending on the Reverse Stock
Split ratio selected by the Board of Directors, every number of shares up to
four of issued Common Stock would be converted and reclassified into one share
of post-split Common Stock. No certificates or scrip representing fractional
share interests in the Common Stock will be issued, and no such fractional share
interest will entitle the holder thereof to any rights as a stockholder of the
Company. In lieu of any such fractional share interest, upon surrender of the
certificates representing a holder's Common Stock, such holder shall be paid
cash by the Company in an amount equal to the product of such fraction
multiplied by the average closing sale prices of the Common Stock (as adjusted
to reflect the reverse stock split) for the 10 trading days immediately before
the effective date of the Reverse Stock Split (the "Split Effective Date") (or,
in the event the Common Stock is not so traded on the Split Effective Date, such
closing price on the next preceding day on which such stock is traded). All
shares held by a stockholder will be aggregated, and one new stock certificate
will be issued, unless the stockholder otherwise notifies the transfer agent.
The proposed Reverse Stock Split would become effective immediately on the Split
Effective Date. Stockholders will be notified on or after the Split Effective
Date that the Reverse Stock Split has been effected. The Company's transfer
agent, EquiServe LLP, will act as the Company's exchange agent (the "Exchange
Agent") for stockholders in implementing the exchange of their certificates.

As soon as practicable after the Split Effective Date, stockholders
will be notified and provided the opportunity (but shall not be obligated) to
surrender their certificates to the Exchange Agent in exchange for certificates
representing post-split Common Stock. Stockholders will not receive certificates
for shares of post-split Common Stock unless and until the certificates
representing their shares of pre-split Common Stock are surrendered and they
provide such evidence of ownership of such shares as the Company or the Exchange
Agent may require. Stockholders should not destroy any stock certificate or
forward their certificates to the Exchange Agent until they have received notice
from the Company that the Reverse Stock Split has become effective. Beginning on
the Split Effective Date, each certificate representing shares of the Company's
pre-split Common Stock will be deemed for all corporate purposes to evidence
ownership of the appropriate number of shares of post-split Common Stock.

No service charge shall be payable by stockholders in connection
with the exchange of certificates, all costs of which will be borne and paid by
the Company.

Certain Federal Income Tax Consequences

The following is a summary of certain material federal income tax
consequences of the Reverse Stock Split; however, this does not purport to be a
complete discussion of all of the possible federal income tax consequences of
the Reverse Stock Split. It does not discuss any state, local, foreign or
minimum income or other U.S. federal tax consequences. Also, it does not address
the tax consequences to stockholders who are subject to special tax rules, such
as banks, insurance companies, regulated investment companies, personal holding
companies, foreign entities, nonresident alien individuals, broker-dealers and
tax-exempt entities. This discussion is based on the provisions of the United

-31-

States federal income tax law as of the date hereof, which is subject to change
retroactively as well as prospectively. This summary also assumes that the
pre-split shares were, and the post-split shares will be, held as "capital
assets," as defined in the Internal Revenue Code of 1986, as amended (generally,
property held for investment). Tax treatment may vary depending upon particular
facts and circumstances. Accordingly, each stockholder should consult with his
or her own tax advisor concerning the effects of the Reverse Stock Split.

Each stockholder should recognize no gain or loss upon the exchange
of pre-split shares for post-split shares pursuant to the Reverse Stock Split
(except to the extent of any cash received in lieu of a fraction of your
post-split share). Cash payments in lieu of a fractional post-split share should
be treated as if the fractional share were issued and then redeemed by the
Company for cash. Each stockholder should then recognize capital gain or loss
equal to the difference, if any, between the amount of cash received and the
basis in the fractional share.

The aggregate tax basis of the post-split shares received in the
Reverse Stock Split (including any fraction of a post-split share deemed to have
been received) will be the same as the aggregate tax basis in the pre-split
shares exchanged. The holding period for the post-split shares will include the
period during which the pre-split shares surrendered in the Reverse Stock Split
were held.

The Company believes that the Reverse Stock Split will qualify as a
"recapitalization" under Section 368(a)(1)(E) of the Internal Revenue Code. As a
result, the Company will not recognize any gain or loss as a result of the
Reverse Stock Split.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OR THE REVERSE
STOCK SPLIT.

-32-

PROPOSAL NO. 3

INDEPENDENT PUBLIC ACCOUNTANTS

The accounting firm of PricewaterhouseCoopers LLP has been selected
as the independent public accountants for the Company for the fiscal year ending
December 31, 2002. Although the selection of accountants does not require
ratification, the Board of Directors has directed that the appointment of
PricewaterhouseCoopers LLP be submitted to stockholders for ratification due to
the significance of their appointment by the Company. If stockholders do not
ratify the appointment of PricewaterhouseCoopers LLP, the Board of Directors
will consider the appointment of other certified public accountants. A
representative of that firm, which served as the Company's independent public
accountants for the fiscal year ended December 31, 2001, is expected to be
present at the Meeting and, if he so desires, will have the opportunity to make
a statement, and in any event will be available to respond to appropriate
questions.

Audit Fees: The aggregate fees billed for professional services rendered by
PricewaterhouseCoopers LLP for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2001 and the reviews of the
financial statements included in the Company's Form 10-Qs for such fiscal year
were approximately $_______. In addition, fees billed for professional services
rendered by PricewaterhouseCoopers LLP for the audit of Wheeling-Pittsburgh
Corporation's annual financial statements for the fiscal year ended December 31,
2001 were approximately $_______. Wheeling-Pittsburgh Corporation is an
unconsolidated subsidiary of the Company.

Financial Information Systems Design And Implementation Fees: No fees were
billed for professional services rendered by PricewaterhouseCoopers LLP for
financial information systems design and implementation services for the fiscal
year ended December 31, 2001.

All Other Fees: The aggregate fees billed for services rendered by
PricewaterhouseCoopers LLP, other than the services referred to above, for the
fiscal year ended December 31, 2001 were approximately $______ for services
performed on behalf of the Company (excluding the WPC Group) and approximately
$_________ for services performed on behalf of the WPC Group.

The audit committee has considered whether the provision by
PricewaterhouseCoopers LLP of the services covered by the fees other than the
audit fees is compatible with maintaining PricewaterhouseCoopers LLP's
independence and believes that it is compatible.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SELECTION OF THE
INDEPENDENT PUBLIC ACCOUNTANTS.

-33-

SOLICITATION STATEMENT

The Company will bear all expenses in connection with the
solicitation of proxies. In addition to the use of the mails, solicitations may
be made by the Company's regular employees, by telephone, telegraph or personal
contact, without additional compensation. The Company has retained Innisfree
M&A, Inc. to assist the Company in the solicitation of proxies for a fee of
$[7,500] plus expenses. The Company will, upon their request, reimburse
brokerage houses and persons holding shares of Common Stock in the names of the
Company's nominees for their reasonable expenses in sending solicited material
to their principals.

STOCKHOLDER PROPOSALS

In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next annual meeting of stockholders of the
Company, stockholder proposals for such meeting must be submitted to the Company
no later than [______ __], 2003.

OTHER MATTERS

So far as now known, there is no business other than that described
above to be presented for action by the stockholders at the Meeting, but it is
intended that the proxies will be voted upon any other matters and proposals
that may legally come before the Meeting or any adjournment thereof, in
accordance with the discretion of the persons named therein.

ANNUAL REPORT

The Company is concurrently sending all of its stockholders of
record as of May 7, 2002 a copy of its Annual Report on Form 10-K for the fiscal
year ended December 31, 2001. Such report contains the Company's certified
consolidated financial statements for the fiscal year ended December 31, 2001,
including that of the Company's subsidiaries.

By Order of the Company,

MARVIN L. OLSHAN, Secretary

Dated: New York, New York
May __, 2002

-34-

The Company will furnish a free copy of its Annual Report on Form
10-K for the fiscal year ended December 31, 2001 (without exhibits) to all of
its stockholders of record as of May 7, 2002 who will make a written request to
Mr. Marvin L. Olshan, Secretary, WHX Corporation, 110 East 59th Street, New
York, New York 10022.

-35-

ANNEX A

Text of Article Fourth, Section B of the WHX Corporation Certificate of
Incorporation, as amended for the Reverse Stock Split:

B. Common Stock. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation, the holders of the Common Stock
shall exclusively possess all voting power and each share of Common Stock shall
have one vote. Each [insert appropriate number depending on Reverse Stock Split
ratio set by Board] shares of the Corporation's Common Stock issued as of the
date and time immediately preceding [date on which Amended Certificate of
Incorporation is filed], the effective date of a reverse stock split (the "Split
Effective Date"), shall be automatically changed and reclassified, as of the
Split Effective Date and without further action, into one (1) fully paid and
nonassessable share of the Corporation's Common Stock. In lieu of any such
fractional share interest, upon surrender of the certificates representing a
holder's Common Stock, such holder shall be paid cash by the Corporation in an
amount equal to the product of such fraction multiplied by the average closing
sale prices of the Common Stock (as adjusted to reflect the reverse stock split)
for the 10 trading days immediately before the Split Effective Date (or, in the
event the Common Stock is not so traded on the Split Effective Date, such
closing price on the next preceding day on which such stock is traded). If such
price or prices are not available, the fractional share payment shall be based
on such other price as determined by the Board of Directors of the Corporation.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

WHX CORPORATION

Proxy -- Annual Meeting of Stockholders
June 18, 2002

The undersigned, a stockholder of WHX Corporation, a Delaware
corporation (the "Company"), does hereby appoint Ronald LaBow and Marvin L.
Olshan, and each of them, the true and lawful attorneys and proxies with full
power of substitution, for and in the name, place and stead of the undersigned,
to vote all of the shares of Common Stock of the Company which the undersigned
would be entitled to vote if personally present at the 2002 Annual Meeting of
Stockholders of the Company to be held at the Dupont Hotel, 11th & Market
Streets, Wilmington, Delaware 19801, on June 18, 2002, at _____ a.m., Local
Time, or at any adjournment or postponements thereof.

The undersigned hereby revokes any proxy or proxies heretofore given
and acknowledges receipt of a copy of the Notice of Annual Meeting and Proxy
Statement, both dated May [___], 2002, and a copy of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2001.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. UNLESS
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT THE DIRECTORS, AUTHORIZE
THE BOARD OF DIRECTORS TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO
EFFECT A REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK AND TO RATIFY THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.

VOTE BY TELEPHONE VOTE BY INTERNET

It is fast, convenient and immediate. It is fast, convenient and your vote is
Call Toll-Free on a Touch-Tone Phone immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8883)

Follow these 4 east steps: Follow these 4 easy steps:

1. Read the accompanying proxy statement 1. Read the accompanying proxy statement
and proxy card. and proxy card.

2. Call the Toll-Free Number 1-877-PRX- 2. Go to the Web site
VOTE (1-877-779-8883). http://www.eproxyvote.com/whx

3. Enter your 14-digit Voter Control 3. Enter your 14-digit Voter Control
Number located on your Proxy Card Number located on your Proxy Card above your
above your name. name.

4. Follow the recorded instructions. 4. Follow the instructions provided.

Your vote is important! Your vote is important
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/whx
anytime.

Do not return your proxy card if you are voting by Telephone or Internet.

Proxies voted by Telephone or Internet must be received by 11:59 p.m. on [_____], 2002.

1. To elect the following class III directors: Neil D. Arnold, Robert A.
Davidow and Ronald LaBow, to serve as directors until the 2005 Annual
Meeting of Stockholders of the Company and in each case until their
successors have been duly elected and qualified.

____________ FOR ALL NOMINEES __________ WITHHELD FROM ALL NOMINEES

WITHHELD ___________________________________________________________________
To withhold authority to vote for any nominees(s), print name above

2. To authorize the Board of Directors to amend the Company's Certificate of
Incorporation to effect a reverse stock split of the Company's Common
Stock.

FOR ___________ AGAINST ___________ ABSTAIN ___________

3. To ratify the appointment of PricewaterhouseCoopers LLP as the independent
public accountants of the Company for the fiscal year ending December 31,
2002.

FOR ___________ AGAINST ___________ ABSTAIN ___________

4. DISCRETIONARY AUTHORITY: To vote with discretionary authority with respect
to all other matters that may come before the Meeting.

NOTE: Your signature should appear the same as your name appears hereon. In
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint tenants, all
parties in the joint tenancy must sign. When a proxy is given by a corporation,
it should be signed by an authorized officer and the corporate seal affixed. No
postage is required if mailed in the United States.

Signature:__________________ Date______________

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW: _____________