| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WHX CORP [ WXCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/22/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $.01 par value per share | 01/22/2010 | P(1) | 7,800 | A | $2 | 4,715,188 | D(2)(3) | |||
| Common Stock, $.01 par value per share | 01/25/2010 | P(1) | 7,000 | A | $2 | 4,722,188 | D(2)(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Purchase Trading Plan Agreement adopted by Steel Partners II, L.P. |
| 2. This Form 4 is filed jointly by Steel Partners II, L.P. ("Steel Partners II"), Steel Partners Holdings L.P. ("Steel Holdings"), Steel Partners LLC ("Partners LLC") and Warren G. Lichtenstein. Steel Holdings, Partners LLC and Mr. Lichtenstein may be deemed to be 10% owners of the Issuer and Steel Partners II is a 10% owner of the Issuer. |
| 3. The securities reported in this Form 4 are owned directly by Steel Partners II, and owned indirectly by Steel Holdings by virtue of it being the sole limited partner of Steel Partners II, by Partners LLC by virtue of it being the manager of Steel Partners II and Steel Holdings and by Mr. Lichtenstein by virtue of his position as the manager of Partners LLC. Steel Holdings, Partners LLC and Mr. Lichtenstein disclaim beneficial ownership of the shares owned by Steel Partners II except to the extent of their pecuniary interest therein. |
| By: Steel Partners II, L.P., By: Steel Partners II GP LLC, General Partner, By: /s/ Sanford Antignas, as Attorney in Fact for Warren G. Lichtenstein, Managing Member | 01/26/2010 | |
| By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein | 01/26/2010 | |
| By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP LLC, General Partner, By: /s/ Sanford Antignas, Chief Operating Officer | 01/26/2010 | |
| By: Steel Partners LLC, By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein, Manager | 01/26/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit
24.1
POWER
OF ATTORNEY
Know all
by these presents, that each of the undersigned hereby constitutes and appoints
Jack L. Howard signing
singly, the undersigned’s true and lawful attorney-in-fact to:
1. Execute
for and on behalf of the undersigned all documents relating to the business of
Steel Partners Holdings L.P. including, but not limited to, all filings with the
Securities and Exchange Commission, any stock exchange and any other regulatory,
administrative or similar authority, and all memoranda, correspondence,
communications or the like, except that such attorney-in-fact shall have no
power to execute any document that has the effect of creating a financial
commitment or financial obligation of Steel Partners Holdings L.P. or its
affiliates.
2. Do
and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to complete and execute any such document, complete and
execute any amendment or amendments thereto, and timely file such document with
the appropriate authority.
3. Take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply with any
rules or regulations including federal securities laws.
This
Power of Attorney shall remain in full force and effect until December 31, 2010
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
[Signatures
on Following Page]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 31st day of December, 2009.
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STEEL
PARTNERS HOLDINGS L.P.
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STEEL
PARTNERS II, L.P.
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By:
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Steel
Partners II GP LLC
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By:
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Steel
Partners II GP LLC
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General
Partner
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General
Partner
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By:
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/s/
Warren G. Lichtenstein
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By:
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/s/
Warren G. Lichtenstein
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Warren
G. Lichtenstein
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Warren
G. Lichtenstein
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Managing
Member
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Managing
Member
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STEEL
PARTNERS II GP LLC
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STEEL
PARTNERS LLC
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By:
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/s/
Warren G. Lichtenstein
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By:
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/s/
Warren G. Lichtenstein
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Warren
G. Lichtenstein
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Warren
G. Lichtenstein
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Managing
Member
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Manager
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/s/
Warren G. Lichtenstein
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WARREN
G. LICHTENSTEIN
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POWER
OF ATTORNEY
Know all
by these presents, that each of the undersigned hereby constitutes and appoints
Sanford Antignas signing
singly, the undersigned’s true and lawful attorney-in-fact to:
1. Execute
for and on behalf of the undersigned all documents relating to the business of
Steel Partners Holdings L.P. including, but not limited to, all filings with the
Securities and Exchange Commission, any stock exchange and any other regulatory,
administrative or similar authority, and all memoranda, correspondence,
communications or the like, except that such attorney-in-fact shall have no
power to execute any document that has the effect of creating a financial
commitment or financial obligation of Steel Partners Holdings L.P. or its
affiliates.
2. Do
and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to complete and execute any such document, complete and
execute any amendment or amendments thereto, and timely file such document with
the appropriate authority.
3. Take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply with any
rules or regulations including federal securities laws.
This
Power of Attorney shall remain in full force and effect until December 31, 2010
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
[Signatures
on Following Page]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 31st day of December, 2009.
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STEEL
PARTNERS HOLDINGS L.P.
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STEEL
PARTNERS II, L.P.
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By:
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Steel
Partners II GP LLC
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By:
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Steel
Partners II GP LLC
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General
Partner
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General
Partner
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By:
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/s/
Warren G. Lichtenstein
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By:
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/s/
Warren G. Lichtenstein
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Warren
G. Lichtenstein
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Warren
G. Lichtenstein
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Managing
Member
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Managing
Member
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STEEL
PARTNERS II GP LLC
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STEEL
PARTNERS LLC
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By:
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/s/
Warren G. Lichtenstein
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By:
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/s/
Warren G. Lichtenstein
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Warren
G. Lichtenstein
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Warren
G. Lichtenstein
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Managing
Member
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Manager
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/s/
Warren G. Lichtenstein
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WARREN
G. LICHTENSTEIN
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POWER
OF ATTORNEY
Know all
by these presents, that each of the undersigned hereby constitutes and appoints
Steven Wolosky signing
singly, the undersigned’s true and lawful attorney-in-fact to:
1. Execute
for and on behalf of the undersigned all documents relating to the business of
Steel Partners Holdings L.P. including, but not limited to, all filings with the
Securities and Exchange Commission, any stock exchange and any other regulatory,
administrative or similar authority, and all memoranda, correspondence,
communications or the like, except that such attorney-in-fact shall have no
power to execute any document that has the effect of creating a financial
commitment or financial obligation of Steel Partners Holdings L.P. or its
affiliates.
2. Do
and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to complete and execute any such document, complete and
execute any amendment or amendments thereto, and timely file such document with
the appropriate authority.
3. Take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply with any
rules or regulations including federal securities laws.
This
Power of Attorney shall remain in full force and effect until December 31, 2010
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
[Signatures
on Following Page]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 31st day of December, 2009.
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STEEL
PARTNERS HOLDINGS L.P.
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STEEL
PARTNERS II, L.P.
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By:
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Steel
Partners II GP LLC
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By:
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Steel
Partners II GP LLC
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General
Partner
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General
Partner
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By:
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/s/
Warren G. Lichtenstein
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By:
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/s/
Warren G. Lichtenstein
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Warren
G. Lichtenstein
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Warren
G. Lichtenstein
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|||
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Managing
Member
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Managing
Member
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STEEL
PARTNERS II GP LLC
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STEEL
PARTNERS LLC
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|||
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By:
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/s/
Warren G. Lichtenstein
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By:
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/s/
Warren G. Lichtenstein
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Warren
G. Lichtenstein
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Warren
G. Lichtenstein
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Managing
Member
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Manager
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/s/
Warren G. Lichtenstein
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WARREN
G. LICHTENSTEIN
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