SCHEDULE 14A
Information Required in Proxy Statement
Reg. Section 240.14a-101.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
[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 Section 240.14a-12
WHX CORP
(Name of Registrant as Specified In Its Charter)
TUSHAR N. PATEL AND BRUCE E. SMITH
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(Name of Person(s) Filing Proxy Statement if other than the 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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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 fling 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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A LETTER TO PREFERRED STOCKHOLDERS
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TO WHX CORPORATION’S SERIES A AND SERIES B PREFERRED STOCKHOLDERS:
You are cordially invited to attend A SPECIAL MEETING to elect two Independent Special Directors to represent your Series A or Series B Preferred shares on WHX Corporation’s. Board of Directors.
We feel that it is important for you to vote in this election as the dividend on your Preferred shares continues not to be paid. The Preferred shareholders have had the right to elect two Special directors since April 1st, 2002, but to date no Special directors have been elected. We feel it is important for the preferred shareholders to be represented on WHX Corp’s Board of Directors.
The importance of your vote is described in the accompanying Notice and Proxy statement. Details regarding time and place of the Special meeting will be announced by the Company in due course. We hope that you can attend this Special Meeting.
However, whether or not you plan to attend, you may also cast your vote by signing and dating the enclosed proxy card and returning it promptly in the post paid envelope we have provided. Other options to cast your proxy are by telephone or by internet. Further details on using those methods are enclosed in the proxy statement.
Sincerely,
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|
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| Tushar N. Patel |
Bruce E. Smith |
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PROXY STATEMENT
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NOTICE OF SPECIAL MEETING OF SERIES A AND SERIES B PREFERRED STOCKHOLDERS
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NOTICE IS HEREBY GIVEN that the Special Meeting of Preferred Stockholders of WHX Corporation will be held for the following purpose:
a) To elect two Independent Special Preferred Stock Directors to the Board of Directors of WHX Corporation.
Any holders of Series A and Series B Preferred Stock of record at the close of business on April 20th, 2004 are entitled to vote at the meeting. This special meeting will be held at a time coinciding with WHX Corp’s 2004 Annual Meeting.
Holders of Preferred Stock whose shares are registered directly on the books of the Company may vote by mailing the enclosed proxy card in the envelope provided. 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 enclosed postage paid envelope provided. The deadline for receiving the proxy votes via telephone, internet or mail is 11:59PM on Tuesday June 1, 2004.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE SO YOUR STOCK CAN BE VOTED IN ACCORDANCE WITH THE TERMS OF THE PROXY STATEMENT.
YOU MAY VOTE ON THE INTERENT AT http://www.eproxyvote.com/whx OR BY CALLING ADP INC. DIRECTLY AT 1-877-PRX-VOTE (1-877-779-8883) AND SIMPLY REFERENCING YOUR CONTROL NUMBER THAT IS PRINTED ON THE ENCLOSED PROXY CARD.
The solicitation of the enclosed proxy is made by Mr. Tushar N. Patel, who was nominated by himself, and Mr. Bruce E. Smith, who was nominated himself. Both Mr. Patel and Mr. Smith will bear the cost of the solicitation which is estimated to be about $10,000. Mr. Patel and Mr. Smith have retained ADP Inc. to assist in the solicitation of proxies from banks, brokers and nominees.
Distribution of this Proxy Statement and related proxy soliciting materials to stockholders is scheduled to begin on or about May 2004.
Only holders of record of the Series A and Series B Preferred Stock of the Corporation as of the close of business on April 20, 2004 are entitled to vote at the Special Meeting. As of that date, there were 2,573,926 shares of Series A Preferred Stock outstanding and 2,949,000 shares of Series B Preferred stock outstanding. Each Series A and Series B Preferred share is entitled to one vote. The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote is necessary for a quorum at the Special Meeting.
DESCRIPTION OF THE PREFERRED STOCK VOTING RIGHTS
The Certificates of Designation for each of the Series A Preferred Stock and the Series B Preferred Stock (the "Certificates of Designation")provide for voting rights upon the occurrence of certain events. Each of the Certificates of Designation provide that upon WHX Corp.'s failure to declare and pay six quarterly dividends, whether or not consecutive, the number of directors of WHX Corp. shall be increased by two and the holders of outstanding shares of the Series A Preferred Stock and the Series B Preferred Stock, voting together as a class, shall be entitled to elect such additional directors. The holders of the Series A Preferred Stock shall be entitled to vote and elect directors as provided in its Certificate of Designation until the full dividends accumulated on all outstanding shares of the Series A Preferred Stock have been
declared and paid or set apart for payment and the holders of the Series B Preferred Stock shall be entitled to vote and elect directors as provided in its Certificate of Designation until the full dividends accumulated on all outstanding shares of the Series B Preferred Stock have been declared and paid or set apart for payment.
Pursuant to Section 4(d) of each of the Certificates of Designation, directors properly and validly elected at the Meeting to the Board of Directors of WHX Corp. shall serve until the earlier of (i) the next annual meeting of the stockholders of WHX Corp. and the election (by the holders of the Preferred Stock) and qualification of their respective successors and (ii) the date upon which all dividends in default on the shares of the Preferred Stock shall have been paid in full. Remuneration of Directors can be referenced in the WHX Corporation’s Information Statement DEF 14C filed on May 5, 2003.
All shares of Preferred Stock have equal voting rights of one vote per share. Dividends on the Preferred Stock have not been paid since the dividend payment of October 1, 2000, and 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 nominate and elect up to two directors to the Board of Directors. In connection with such right, we ask for your vote to elect us to represent you on the Company’s Board of Directors.
WHAT IS THE PURPOSE OF THE MEETING?
The Special Meeting shall coincide with WHX Corp's Annual Meeting of its Common Stockholders. Holders of Preferred Stock shall be eligible to elect up to two directors to the Board of Directors of WHX Corp., as described herein. Mr. Tushar N. Patel and Mr. Bruce E. Smith, as stated, have nominated themselves to represent the interest of Preferred Shareholders on the Company’s Board of Directors. The existing Board of Directors of the WHX does not take any position with respect to the election of any potential Preferred Stock nominees for election as directors, is not soliciting any proxies in connection with the election of directors by the holders of Preferred Stock at the Meeting and does not make any recommendation "For" or "Against"
the election of any Preferred Stock nominee.
The two director nominees receiving a plurality of the votes cast during the meeting by the holders of Preferred Stock will be elected to the board of directors. Abstentions and broker non-votes count for quorum purposes; otherwise they have no impact in the election of directors. Broker non-votes occur when 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.
ACTION TO BE TAKEN UNDER THE PROXY
Unless the giver of the proxy directs otherwise, the shares represented by the accompanying proxy will be voted (a) for the election of Mr. Tushar N. Patel for a one year term as Special Director or until all dividends in arrears have been paid; (b) for the election of Mr. Bruce E. Smith for a one year term as Special Director or until all dividends in arrears have been paid. In each case where the giver of a proxy has directed that the proxy be voted otherwise, it will be voted according to the direction given. As to any other business which properly comes before the meeting or any adjournment of it, the persons acting under the proxy intend to vote according to their judgment.
Abstentions and broker non-votes count for quorum purposes; otherwise they have no impact in the election of directors. Broker non-votes occur when 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. If you sign the enclosed card but do not direct us how to vote on the proposal we will vote FOR election of Mr. Patel and Mr. Smith.
Mr. Patel and Mr. Smith will personally solicit proxies and will seek reimbursement of costs if elected. ADP Inc. is assisting in proxy solicitation by accepting proxies by mail, by internet and by telephone as instructed on the proxy card.
REVOCATION OF PROXY
Anyone who gives a proxy may still vote in person. The giver may revoke the proxy at any time before it has been exercised. In this event, written notice of revocation should be filed with ADP as the address and phone number listed within.
SIGNATURES ON PROXIES IN CERTAIN CASES
If stock is registered in the name of two or more trustees or other persons, the proxy should be signed by each of them. If stock is registered in the name of a decedent, the proxy should be signed by an executor or administrator, whose title should follow the signature. If a stockholder is a corporation, the enclosed proxy should be signed by an executive officer, whose title should be indicated.
QUORUM
In order to elect two independent Special Directors described herein, there must be a quorum of the holders of Preferred Stock. This means at least a majority of the outstanding shares of Preferred Stock as a single class eligible to vote must be represented at the Meeting, either by proxy or in person. Shares that are owned by the management and non preferred directors are not voted and do not count towards this purpose. If there is not a quorum of the holders of preferred Stock, no action may be conducted at the Meeting by the holders of Preferred Stock.
PROPOSAL FOR ELECTION OF TWO SPECIAL PREFFREED STOCK DIRECTORS
NOMINEES FOR DIRECTORS
Tushar N. Patel, age 35, is a private investor. He and his wife, Asha Patel, jointly own 50,000 shares of Series A Preferred shares, 74,000 shares of Series B preferred shares and 100 shares of WHX common shares. All shares have been purchased within the last two years. Mr. Patel currently works for IBM in a senior technical advisory capacity, a role which he has continued to play since 1998. Mr. Patel’s preferred share count may vary during this proxy process.
Mr. Patel holds a Bachelors degree in Engineering from the University of Birmingham, England and a Masters in Business Administration from University of Cambridge, England. Mr. Patel resides in Phoenix, Arizona.
Mr. Patel, with the exception of the named nominee Mr. Bruce Smith, has no prior arrangements with any other nominee or preferred shareholder concerning the Company or its securities. Mr. Patel has had no prior transactions or affiliations with the Company other than his beneficial ownership mentioned above. Mr. Patel presently does not serve on any other board of any public Corporation.
Bruce E. Smith, age 45, has been a private investor since 1986. Mr. Smith’s focus of investments has been primarily in the area of distressed investments and arbitrage trading strategies. Prior to 1986 Mr. Smith worked for Kidder, Peabody & Co. as an Account Representative for roughly 3 years. Before his work at Kidder, Peabody & Co.. Mr. Smith was Assistant Secretary to the Alex. Brown Cash Reserve Fund for roughly one year. Mr. Smith earned an undergraduate degree in Finance from the University of Rhode Island. He resides in Pomfret, Connecticut.
Mr. Smith and his wife Donna presently are owners of 13,000 shares of the Series A preferred stock and 22,200 shares of the Series B preferred stock. Mr. Smith’s son Brian also is owner of 1,500 shares of the Series A preferred stock. All preferred shares have been purchased within the last two years. Mr. Smith’s preferred share count may vary during this proxy process. Mr. Smith presently does not serve on any other board of any public Corporation.
Mr. Smith, with the exception of the named nominee Mr. Tushar N. Patel, has no prior arrangements with any other nominee or preferred shareholder concerning the Company or its securities. Mr. Smith has had no prior transactions or affiliations with the Company other than his beneficial ownership mentioned above.
THIS PROXY IS SOLICITED ON BEHALF OF THE ABOVE NOMINEES
FOR
WHX CORPORATION
PROXY -- SPECIAL MEETING OF STOCKHOLDERS
The undersigned, a Preferred class stockholder of WHX Corporation, a Delaware corporation (the "Company"), does hereby appoint Mr. Tushar Patel and Mr. Bruce Smith, proxies with full power of substitution, to vote for the undersigned at the 2004 special meeting of WHX Corporation , and at any adjournments or postponements thereof, on the matters set forth in the proxy statement. The undersigned hereby directs this proxy to be voted in accordance with the instructions herein and grants no discretionary authority. If not marked otherwise, this proxy, properly signed, will be voted FOR election of Mr. Patel and Mr. Smith.
I. ELECTION OF DIRECTORS:
Independent Nominees:
Mr. Tushar N. Patel
Mr. Bruce E. Smith
[ ] FOR all said Independent Nominees
[ ] WITHHOLD AUTHORITY for all Independent Nominees
Instruction: To withhold authority to vote for election of
one of the above nominees, mark FOR above and cross out name(s)
of persons with respect to whom authority is withheld.
PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE ENVELOPE PROVIDED BY 11:59 PM ON TUESDAY JUNE 1, 2004. PERSONS SIGNING IN REPRESENTATIVE CAPACITY SHOULD INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH OWNERS SHOULD SIGN.
SIGNATURE ________________________________ DATE ___________
PRINT NAME ________________________________
ADDRESS _____________________________________________________
___________________ ___________ __________________
ACCOUNT NO./SSN # OF SHARES TEL. NO./FAX NO.
TO VOTE BY TELEPHONE
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It is fast, convenient and your vote is important.
Call Toll-Free on a Touch-Tone Phone, your vote will be immediately confirmed and posted.
Follow these 4 east steps:
1. Read the accompanying proxy statement.
2. Call the Toll-Free Number 1-877-PRX-VOTE (1-877-779-8883)
3. Enter your 14-digit Voter Control Number located on your Proxy Card above your name.
4. Follow the recorded instructions.
TO VOTE BY INTERNET
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It is fast, convenient and your vote is important.
1. Read the accompanying proxy statement.
3. Enter your 14-digit Voter Control Number located on your Proxy Card above your name.
4. Follow the instructions on the web site.
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 TUESDAY JUNE 1, 2004.
