SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

/X/        ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
           EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999.

                                       OR

/ /        TRANSITION  REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
           ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-2394

                                 WHX CORPORATION
             (Exact name of registrant as specified in its charter)

                DELAWARE                                 13-3768097
     (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                  Identification No.)

          110 East 59th Street                              10022
           New York, New York                            (Zip code)
(Address of principal executive offices)

Registrant's telephone number, including area code:  212-355-5200
Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange on
    Title of each class                                     which registered
    -------------------                                     ----------------

Common Stock, $.01 par value                            New York Stock Exchange
Series A Convertible Preferred Stock, $.10 par value    New York Stock Exchange
Series B Convertible Preferred Stock, $.10 par value    New York Stock Exchange

       Indicate by check mark whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

       Indicate by check mark if  disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.  /X/

       Aggregate  market  value of Common  Stock held by  non-affiliates  of the
Registrant  as of March 1, 2000 was  $96,595,760,  which  value,  solely for the
purposes of this  calculation  excludes  shares held by  Registrant's  officers,
directors,  and  their  affiliates.  Such  exclusion  should  not  be  deemed  a
determination by Registrant that all such  individuals are, in fact,  affiliates
of the  Registrant.  The number of shares of Common Stock issued and outstanding
as of March 1, 2000 was  14,461,741,  including  276,268  shares  of  redeemable
Common Stock.

                      Documents Incorporated by Reference:

Definitive  proxy  statement filed pursuant to Regulation 14A in connection with
the 2000 annual meeting of stockholders Part III.

<PAGE>
Item 1.     Business

Overview

  WHX Corporation

            WHX Corporation ("WHX" or the "Company") is a holding company formed
in July  1994 to  acquire  and  operate  a  diverse  group  of  businesses  on a
decentralized    basis.    The   Company's   steel   related    businesses   are
Wheeling-Pittsburgh  Corporation  ("WPC"), the nation's ninth largest vertically
integrated  manufacturer of value-added flat rolled steel products, and Unimast,
Incorporated  ("Unimast"),  a leading  manufacturer  of steel  framing and other
products for  commercial  and  residential  construction.  The  Company's  other
businesses   include  Handy  &  Harman   ("H&H"),   a   diversified   industrial
manufacturing company whose strategic business units encompass (a) manufacturing
and selling of non-precious  metal wire,  cable and tubing  products,  including
carbon  steel,  stainless  steel and specialty  alloys;  (b)  manufacturing  and
selling of precious  metals products and precision  electroplated  materials and
stamped parts;  and (c)  manufacturing  and selling of other specialty  products
supplied to roofing, construction, natural gas, electric and water industries.

Steel and Related Businesses

  Wheeling-Pittsburgh Corporation

            WPC  is  a  vertically  integrated   manufacturer  of  predominately
value-added  flat rolled steel products.  WPC sells a broad array of value-added
products, including cold rolled steel, tin and zinc-coated steels and fabricated
steel  products.  WPC's products are sold to the  construction  industry,  steel
service  centers,  converters,  processors,  and the  container,  automotive and
appliance industries.

            WPC believes that it is one of the lowest-cost  domestic flat rolled
steel   producers.   WPC's  low  cost  structure  is  the  result  of:  (i)  the
restructuring  of its work rules and staffing  requirements  under its five-year
labor  agreement  which settled a ten-month  strike in 1997;  (ii) the strategic
balance  between its basic steel  operations  and its finishing and  fabricating
facilities;  and  (iii)  its  efficient  production  of  low-cost,  high-quality
metallurgical coke.

            WPC believes that its labor agreement  reached in 1997 is one of the
most  flexible  in  the  industry.   The  new  work  rule  package  affords  WPC
substantially   greater  flexibility  in  reducing  its  overall  workforce  and
assigning and scheduling work, thereby reducing costs and increasing efficiency.
Furthermore,   WPC  has  achieved   pre-strike  steel  production   levels  with
approximately  850 fewer  employees  (a reduction  of  approximately  20% of its
hourly workforce).

  Unimast

            In March 1995, the Company acquired Unimast, a leading  manufacturer
of steel framing and related accessories for commercial and residential building
construction.  Unimast  uses  galvanized  steel  to  manufacture  steel  framing
components for wall, floor and roofing systems, in addition to other roll formed
expanded metal construction accessories.

Handy & Harman

            WHX  acquired  H&H in April  1998.  H&H's  business  groups  are (a)
manufacturing and selling of non-precious metal wire, cable and tubing products,
primarily  stainless steel and specialty alloy; (b) manufacturing and selling of
precious  metals  products and  precision  electroplated  materials  and stamped
parts; and (c) manufacturing and selling of other specialty products supplied to
roofing,  construction,  natural  gas,  electric,  and water  industries.  H&H's
products  are sold to  industrial  users in a wide range of  applications  which
include  the  electric,  electronic,  automotive  original  equipment,  computer
equipment,   oil   and   other   energy   related,    refrigeration,    utility,
telecommunications and medical industries.



<PAGE>


Business Strategy

            WHX's business  strategy is to enhance the growth and  profitability
of each of its  businesses  and to build upon the strengths of those  businesses
through  product  line and other  strategic  acquisitions.  Key elements of this
strategy  have been the expansion of downstream  operations,  reorganization  of
acquired businesses and facilities expansion.

            WPC continues to improve its cost structure and enhance productivity
through job eliminations  (850 positions were eliminated in 1997,  approximately
20% of its pre-strike hourly workforce) and capital expenditures,  upgrading and
modernizing its steelmaking facilities.

            WPC will  continue to expand  production  of  value-added  products,
principally  through  growth of  fabricated  products  and its emphasis on joint
ventures, such as Wheeling-Nisshin and Ohio Coatings Company ("OCC").

            H&H will  continue to focus on high margin  products and  innovative
technology, while seeking growth through strategic acquisitions.

            H&H's business strategy is to limit exposure to low margin,  capital
intensive businesses and focus on high margin strategic  businesses.  In the mid
1990s,  H&H exited its  commodity  automotive  OEM and precious  metal  refining
businesses, and with its strong brand name and customer recognition, expanded in
specialty  metals and materials  product  markets.  H&H focuses on its materials
engineering expertise to expand production of higher value-added products.

            H&H has pursued an acquisition strategy designed to: (i) enhance its
offerings  of higher  value-added  products;  (ii)  leverage  its  technological
capabilities;  and (iii)  expand its  customer  base.  In  September  1994,  H&H
acquired   Sumco  Inc.,   a  precision   electroplating   company,   which  does
electroplating  of electronic  connector and connector stock for the automotive,
telecommunications,  electronic and computer  industries,  and in June 1996, H&H
acquired ele  Corporation,  which  provides a value-added  reel-to-reel  molding
capability appropriate for the semiconductor lead frame and sensors marketplace.
In February 1997, H&H completed the acquisition of Olympic  Manufacturing Group,
Inc.,  the leading  domestic  manufacturer  and  supplier of  fasteners  for the
commercial roofing industry.

            Unimast will continue to expand the breadth and depth of its product
offerings  and the  geographic  markets it serves,  both by internal  growth and
acquisitions.  In January  1998,  Unimast  expanded  its  business  through  the
acquisition of Clinch-On,  a manufacturer of steel cornerbead and trims for both
the non-residential and residential  construction markets. Unimast continued its
expansion with the July 1999 acquisition of Vinyl Corp., a manufacturer of vinyl
construction accessories.

Products and Product Mix
  Steel and Related Businesses--WPC and Unimast

            The table below  reflects  the  historical  product mix of WPC's and
Unimast's shipments, expressed as a percentage of tons shipped. Increases in the
percentage of higher value-added products have been realized during the 1990s as
(i) fabricated products operations were expanded, (ii) Wheeling-Nisshin's second
coating   line   increased   its   requirements   of   cold-rolled   coils  from
Wheeling-Pittsburgh  Steel Company ("WPSC"),  a subsidiary of WPC, and (iii) the
Company  acquired  Unimast in March 1995.  In  addition,  the OCC joint  venture
should  enable the Company to increase tin mill product  shipments in 2000 up to
an additional 31,000 tons compared to 1999 levels.


<PAGE>


<TABLE>
<CAPTION>
                                                                                      Historical Product Mix
                                                                                      ----------------------
                                                                                      Year Ended December 31
                                                                                      ----------------------
                                                                    1999          1998        1997(1)         1996(1)        1995
                                                                    ----          ----        -------         -------        ----

<S>                                                                  <C>           <C>           <C>           <C>           <C>
Product Category:
Higher Value-Added Products:
    Cold Rolled Products--Trade ..............................       9.8%          9.9%          4.5%          7.6%          7.5%
    Cold Rolled Products--Wheeling-Nisshin ...................      18.0          17.2           6.2          15.6          17.9
    Coated Products(2) .......................................      10.7          14.0           9.0          18.7          20.3
    Tin Mill Products ........................................       9.1           6.5           2.6           7.0           6.7
    Fabricated Products ......................................      14.3          14.1          31.3          16.6          14.1
    Unimast(2) ...............................................      11.3          11.2          20.7           8.4           5.2
                                                                  ------         ------        ------        ------        ------
Higher Value-Added Products as a percentage
    of total shipments .......................................      73.2%         72.9%         74.3%         73.9%         71.7%
Hot Rolled Products ..........................................      26.8          26.8          16.0          26.1          28.3
Semi-Finished ................................................       --            0.3           9.7          --             --
                                                                  ------         ------        ------       ------         ------
Total ........................................................    100.0%         100.0%        100.0%       100.0%         100.0%
                                                                  ======         ======        ======       ======         ======

Average Net Sales Per Ton ....................................    $  479        $  524        $  606        $  544         $ 543
</TABLE>

(1) The allocation among product categories was affected by the strike.

(2) Reclassified for comparability.

  WPC

            Products  produced by WPC are described  below.  These  products are
sold directly to third-party  customers and Unimast, and to Wheeling-Nisshin and
OCC pursuant to long-term supply agreements.

            Cold-Rolled  Products.   Cold-rolled  coils  are  manufactured  from
hot-rolled  coils by  employing a variety of  processing  techniques,  including
pickling, cold reduction, annealing and temper rolling. In recent years, WPC has
increased   its   cold-rolled   production   to  support   increased   sales  to
Wheeling-Nisshin, which is labeled as a separate product category above.

            Coated Products.  WPC manufactures a number of  corrosion-resistant,
zinc-coated  products  including  hot-dipped  galvanized  and  electrogalvanized
sheets for resale to trade  accounts.  WPC's trade sales of galvanized  products
are heavily  oriented to unexposed  applications,  principally in the appliance,
construction, service center and automotive markets. WPC sells electrogalvanized
products for application in the appliance and construction markets.

            Tin Mill  Products.  Tin mill  products  consist of  blackplate  and
tinplate.  Blackplate is a cold-rolled  substrate  (uncoated),  the thickness of
which is less than .0142  inches.  While the  majority  of WPC's  sales of these
products are  concentrated in a variety of container  markets,  WPC also markets
products for automotive  applications,  such as oil filters and gaskets. WPC has
phased out its existing tin mill  facilities  and produces all of its tin-coated
products  through  OCC.  OCC's $69  million tin coating  mill,  which  commenced
commercial  operations  in 1997,  has a nominal  annual  capacity of 250,000 net
tons.  WPC will supply up to 230,000 tons of the substrate  requirements  of the
joint venture, subject to quality requirements and competitive pricing, and will
act as a distributor of the joint venture's products.

            Hot-Rolled Products.  Hot-rolled coils represent the least processed
of WPC's finished  goods.  Hot-rolled  black or pickled (acid cleaned) coils are
sold to a variety of  consumers  such as  converters/processors,  steel  service
centers and the appliance industries.

            Fabricated  Products.  Fabricated products consist of cold-rolled or
coated  products  further  processed  mainly  via roll  forming  and sold in the
construction, highway, and agricultural products industries.


<PAGE>

            Construction Products.  Construction products consist of roll-formed
sheets,  which are utilized in sectors of the  non-residential  building  market
such as commercial,  institutional and  manufacturing.  They are classified into
three basic categories: roof deck, form deck, and composite floor deck.

            Agricultural Products.  Agricultural products consist of roll-formed
corrugated  sheets which are used as roofing and siding in the  construction  of
barns,  farm  machinery  enclosures,  light  commercial  buildings  and  certain
residential roofing applications.

            Highway Products. Highway products consist of bridge form, which are
roll-formed  corrugated  sheets  utilized  as  concrete  support  forms  in  the
construction of highway bridges.

  Unimast

            In March 1995, WHX acquired Unimast, a leading manufacturer of steel
framing  and  related   accessories  for  residential  and  commercial  building
construction  with shipments of approximately  294,000 tons of steel products in
1999 and 276,000 tons in 1998.  Unimast  uses  galvanized  steel to  manufacture
steel framing  components for wall,  floor and roofing  systems,  in addition to
other roll-formed  expanded metal  construction  accessories.  Unimast also uses
non-prime  galvanized  substrate  for a material  portion  of its  requirements,
providing  the Company an  additional  outlet for some portion of its  non-prime
products.  Unimast has  facilities in Franklin  Park,  Illinois;  Warren,  Ohio;
McDonough,   Georgia;   Baytown,  Texas;  Boonton,  New  Jersey;  New  Brighton,
Minnesota;  Brooksville and Miami, Florida;  Goodyear, Arizona and East Chicago,
Indiana.

  Wheeling-Nisshin

            WPC owns a 35.7%  equity  interest in  Wheeling-Nisshin,  which is a
joint venture  between WPC and Nisshin  Holding,  Incorporated,  a  wholly-owned
subsidiary  of  Nisshin  Steel  Co.,  Ltd.  ("Nisshin").  Wheeling-Nisshin  is a
state-of-the-art  processing facility located in Follansbee, West Virginia which
produces among the  lightest-gauge  galvanized  steel products  available in the
United States. Wheeling-Nisshin products are marketed through trading companies,
and its shipments are not consolidated into WPC's shipments.

            Wheeling-Nisshin began commercial operations in 1988 with an initial
capacity  of  360,000  tons.  In  March  1993,  Wheeling-Nisshin  added a second
hot-dipped  galvanizing line, which increased its capacity by approximately 94%,
to  over  700,000  annual  tons  and  allows   Wheeling-Nisshin   to  offer  the
lightest-gauge  galvanized steel products  manufactured in the United States for
construction,   heating,   ventilation  and  air-conditioning  and  after-market
automotive applications.

            WPC's amended and restated  supply  agreement with  Wheeling-Nisshin
expires in 2013. Pursuant to the amended supply agreement,  WPC will provide not
less  than 75% of  Wheeling-Nisshin's  steel  substrate  requirements,  up to an
aggregate   maximum  of  9,000  tons  per  week,   subject  to  product  quality
requirements.  Shipments of cold-rolled  steel by WPC to  Wheeling-Nisshin  were
approximately  473,000  tons,  or 19.4% of WPC's total tons  shipped in 1999 and
approximately 428,000 tons, or 19.1% in 1998.

  Ohio Coatings Company

            WPC has a 50.0%  equity  interest in OCC,  which is a joint  venture
between  WPC and Dong Yang,  a leading  South  Korea-based  tin plate  producer.
Nittetsu  Shoji America  ("Nittetsu"),  a U.S.-based tin plate  importer,  holds
non-voting  preferred  stock in OCC.  OCC  commenced  commercial  operations  in
January 1997.  The OCC  tin-coating  facility is the only  domestic  electro-tin
plating facility  constructed in the past 30 years and is positioned to become a
premier  supplier of tin plate to the container and automotive  industries.  WPC
produces  all of its tin  coated  products  through  OCC.  As part of the  joint
venture  agreement,  WPC has the  right  to  supply  up to  230,000  tons of the
substrate  requirements  of OCC  through  the  year  2012,  subject  to  quality
requirements  and  competitive  pricing.  WPC will market all of OCC's products.
Nittetsu markets the product as a sales agent for the Company. In 1999 and 1998,
OCC had an operating income of $2.1 million and $0.3 million, respectively.



<PAGE>

Non-Steel Businesses

  Handy & Harman

            H&H,  through several  subsidiaries,  manufactures a wide variety of
non-precious  metal wire and  tubing  products.  Small-diameter  precision-drawn
tubing fabricated from stainless steel,  nickel alloy and carbon and alloy steel
is produced in many sizes and shapes to critical  specifications  for use in the
semiconductor, aircraft, petrochemical, automotive, appliance, refrigeration and
instrumentation  industries.  Additionally,  tubular product is manufactured for
the medical industry for use as implants,  surgical devices and instrumentation.
Nickel alloy,  galvanized carbon steel and stainless steel wire products redrawn
from rods are produced for such diverse applications as bearings, cable lashing,
hose reinforcement, nails, knitted mesh, wire rope, cloth, air bags and antennas
in  the  aerospace,  automotive,  chemical,  communications,   marine,  medical,
petrochemical, welding and other industries.

            H&H's precious metals activities include the fabrication of precious
metals and their alloys into wire and rolled products, powders and grain and the
utilization of precious metals in precision  electroplating.  H&H's profits from
precious  metal  products are derived from the "value added" of  processing  and
fabricating  and not from  the  purchase  and  resale  of  precious  metals.  In
accordance  with general  practice in the  industry,  prices to customers  are a
composite of two factors:  namely (1) the value of the precious metal content of
the product plus (2) the  "fabrication  value",  which includes the cost of base
metals, labor,  overhead,  financing and profit.  Fabricated precious metals are
used in many applications  including  brazing,  arts and contact materials for a
wide variety of industries including aerospace, electronics, appliance, nuclear,
automotive, jewelry, electrical, medical and silversmithing.

            H&H produces  precision-stamped,  electroplated and molded materials
and stamped parts (often using gold,  silver,  palladium and various base metals
on  such   materials   and  stamped   parts)  for  use  in  the   semiconductor,
telecommunications,  automotive,  electronics and computer  industries.  It also
participates in the injection-molded medical plastics market.

            H&H, through other subsidiaries,  manufactures fasteners,  fastening
systems,  plastic and steel fittings and connectors,  and  non-ferrous  thermite
welding  powders for the  roofing,  construction,  do-it-yourself,  natural gas,
electric and water distribution industries.

  WHX Entertainment

            In October 1994,  WHX  Entertainment,  a wholly owned  subsidiary of
WHX,  purchased a 50.0%  interest in the  operations  of  Wheeling-Downs  Racing
Association  ("Wheeling-Downs") from Sportsystems Corporation for $12.5 million.
Wheeling-Downs  operates  a  racetrack  and video  lottery  facility  located in
Wheeling, West Virginia.

Customers

  Steel and Related Businesses

            WPC and Unimast  market an extensive mix of products to a wide range
of manufacturers,  converters and processors. The Company's 10 largest customers
(including  Wheeling-Nisshin) accounted for approximately 25.9% of its net sales
in 1997, 27.2% in 1998, and 27.5% in 1999. No single customer accounted for more
than 10% of net sales in 1997 or 1998.  Wheeling-Nisshin  accounted for 10.2% of
net sales in 1999.  Geographically,  the majority of WPC's customers are located
within a 350-mile radius of the Ohio Valley. However, WPC has taken advantage of
its river-oriented  production  facilities to market via barge into more distant
locations  such  as the  Houston,  Texas  and St.  Louis,  Missouri  areas.  The
acquisition  of Unimast in March 1995  increased the Company's  shipments to the
construction industry and its ability to market its products to broad geographic
areas.


<PAGE>

            Shipments  historically  have been  concentrated  within seven major
market    segments:    construction    industry,    steel    service    centers,
converters/processors,  agriculture,  container, automotive, and appliances. The
overall participation in the construction and the converters/processors  markets
substantially  exceeds  the  industry  average and its  reliance  on  automotive
shipments as a percentage  of total  shipments  is  substantially  less than the
industry average.

                        Percent of Total Net Tons Shipped

<TABLE>
<CAPTION>
                                                                               Year Ended December 31,
                                                                               -----------------------
Major Customer Category                                   1999           1998          1997(1)        1996(1)        1995
-----------------------                                   ----           ----          -------        -------        ----

<S>                                                        <C>            <C>            <C>            <C>            <C>
Construction ................................              25%            27%            44%            28%            22%
Steel Service Centers .......................              28             27             26             24             27
Converters/Processors .......................              25             29             13             23             26
Agriculture .................................               5              5             11              7              6
Containers ..................................              10              7              2              6              6
Automotive ..................................               1            --               2              5              5
Appliances ..................................               2              2              1              4              4
Exports .....................................               1              1            --             --               1
Other .......................................               3              2              1              3              3
                                                          ---            ---            ---            ---            ---
         Total ..............................             100%           100%           100%           100%           100%
                                                          ===            ===            ===            ===            ===
</TABLE>

(1)         The allocation among customer categories was affected by the strike.

            Construction. The shipments to the construction industry are heavily
influenced  by  the  sales  of  Wheeling   Corrugating  and  Unimast.   Wheeling
Corrugating  services the non-residential and agricultural  building and highway
industries,  principally  through shipments of hot dipped galvanized and painted
cold rolled products.  With its acquisitions during the 1980s and early 1990s of
regional facilities, Wheeling Corrugating has doubled its shipments and has been
able to market its products into broad geographical areas.  Unimast is a leading
manufacturer  of steel  framing  and related  accessories  for  residential  and
commercial building construction.

            Steel Service  Centers.  The shipments to steel service  centers are
heavily concentrated in the areas of hot rolled and hot dipped galvanized coils.
Due to  increased  in-house  costs to  steel  companies  during  the  1980s  for
processing  services  such as slitting,  shearing and  blanking,  steel  service
centers have become a major factor in the distribution of hot rolled products to
ultimate end users. In addition, steel service centers have become a significant
factor in the sale of hot  dipped  galvanized  products  to a  variety  of small
consumers  such as  mechanical  contractors,  who desire not to be burdened with
large steel inventories.

            Converters/Processors.    The   growth   of    shipments    to   the
converters/processors  market is  principally  attributable  to the  increase in
shipments of cold-rolled  products to  Wheeling-Nisshin,  which uses cold-rolled
coils as a substrate  to  manufacture  a variety of coated  products,  including
hot-dipped  galvanized and aluminized  coils for the  automotive,  appliance and
construction markets. As a result of the second line expansion,  WPC's shipments
to   Wheeling-Nisshin   increased   significantly   beginning   in   1993.   The
converters/processors  industry  also  represents  a major  outlet for their hot
rolled  products,  which are converted into finished  commodities  such as pipe,
tubing and cold rolled strip.

            Agriculture.   The   shipments  to  the   agricultural   market  are
principally  sales of roll-formed,  corrugated  sheets which are used as roofing
and siding in the  construction  of barns,  farm machinery  enclosures and light
commercial buildings.

            Containers.  The vast majority of shipments to the container  market
are  concentrated  in tin mill products,  which are utilized  extensively in the
manufacture  of food,  aerosol,  beverage and general line cans.  The  container
industry  has  represented  a stable  market.  The balance of  shipments to this
market consists of cold-rolled  products for pails and drums. As a result of the
OCC joint venture, WPC phased out its existing tin mill production facilities in
1996,  and has begun to sell substrate to, and to distribute  products  produced
by, OCC.


<PAGE>

            Automotive.  Unlike  the  majority  of its  competitors,  WPC is not
heavily  dependent on shipments to the  automotive  industry.  However,  WPC has
established higher  value-added niches in this market,  particularly in the area
of hot-dipped  galvanized products for deep drawn automotive underbody parts. In
addition,  WPC  has  been  a  supplier  of  tin  mill  products  for  automotive
applications, such as oil filters and gaskets.

            Appliances.  The shipments to the appliance  market are concentrated
in hot-dipped galvanized, electrogalvanized and hot-rolled coils. These products
are  furnished  directly  to  appliance  manufacturers  as well as to  blanking,
drawing and stamping  companies that supply OEMs. WPC has  concentrated on niche
product applications  primarily used in washer/dryer,  refrigerator/freezer  and
range appliances.

  Handy & Harman

            Handy & Harman is  diversified  across both  industrial  markets and
customers.  H&H sells to the  electronics,  telecommunications,  semi-conductor,
computer,  aerospace,  home appliance OEM,  automotive,  construction,  utility,
medical, silversmith, and general manufacturing industries. In 1999, no customer
accounted for more than 3.5% of H&H's sales.

Raw Materials

  Steel and Related Businesses

            WPC has a 12.5% ownership interest in Empire Iron Mining Partnership
("Empire") which operates a mine located in Palmer,  Michigan.  WPC is obligated
to purchase  approximately  12.5% or 1.0 million gross tons per year (at current
production  levels) of the mine's  annual ore  output.  Interest  in related ore
reserves as of December  31, 1999,  is estimated to be 19.6 million  gross tons.
WPC generally consumes  approximately 2.5 million gross tons of iron ore pellets
in its blast  furnaces.  The  Company's pro rata cash  operating  cost of Empire
currently  approximates the market price of ore. WPC obtains  approximately  one
half of its iron ore from spot and medium-term purchase agreements at prevailing
world market prices.  It has  commitments  for the majority of its blast furnace
iron ore pellet needs through 2002 from world-class suppliers.

            WPC has a long-term  supply  agreement with a third party to provide
WPC with a  substantial  portion of WPC's  metallurgical  coal  requirements  at
competitive  prices.  WPC's coking  operations  require a substantial  amount of
metallurgical coal.

            WPC  currently  produces  coke in  excess  of its  requirements  and
typically consumes  generally all of the resultant  by-product coke oven gas. In
1999,  approximately  1.6  million  tons of  coking  coal were  consumed  in the
production of blast furnace coke by WPC. WPC sells its excess coke and coke oven
by-products to third-party trade customers.

            WPC's  operations  require  material amounts of other raw materials,
including limestone,  oxygen,  natural gas and electricity.  These raw materials
are readily  available  and are  purchased on the open market.  WPC is presently
dependent on external steel scrap for approximately 8.75% of its steel melt. The
cost of these materials has been susceptible in the past to price  fluctuations,
but  worldwide  competition  in the steel  industry has  frequently  limited the
ability of steel  producers to raise  finished  product prices to recover higher
material costs. Certain of WPC's raw material supply contracts provide for price
adjustments in the event of increased commodity or energy prices.

            Unimast's raw material  requirements consist primarily of galvanized
steel coils,  which are readily available on the open market.  Unimast purchases
its steel  requirements  from major  domestic  steel  producers  throughout  the
country,  including WPC. The price for steel coils tends to fluctuate during the
year due to changes in the domestic and international marketplaces.  Unimast has
not experienced any problems in obtaining the necessary quantities of steel from
its  suppliers,  which totaled over 294,000 tons for the year ended December 31,
1999.

  Handy & Harman

            The raw  materials  used  by H&H in its  precious  metal  operations
consist principally of silver, gold, copper, cadmium, zinc, nickel, tin, and the
platinum group metals in various forms.  Silver,  gold and palladium  constitute
the major  portion  of the value of the raw  materials  involved.  The prices of
silver,  gold,  and  palladium are subject to  fluctuations  and are expected to



<PAGE>

continue to be affected by world  market  conditions.  Nonetheless,  H&H has not
experienced  any problem in obtaining the necessary  quantities of raw materials
and, in the normal course of business,  receives  precious metals from suppliers
and customers.  These metals are returnable in fabricated or commercial bar form
under  agreed-upon  terms.  Since  precious  metals are  fungible,  H&H does not
physically  segregate  supplier  and customer  metals from its own  inventories.
Therefore,  to the extent that supplier or customer  metals are used by H&H, the
amount  of  inventory  which H&H must own is  reduced.  All  precious  metal raw
materials are readily  available  from several  sources.  It is H&H's  operating
policy to maintain its precious metal inventory  levels under the last in, first
out ("LIFO")  method of  accounting.  Precious  metals are purchased at the same
prices and quantities as selling  commitments to customers.  From  time-to-time,
management  reviews  the  appropriate  inventory  levels  and may  elect to make
adjustments.

            The raw materials used by H&H in its  non-precious  metal operations
consist principally of stainless, galvanized, and carbon steel, nickel alloys, a
variety of  high-performance  alloys,  and  various  plastic  compositions.  H&H
purchases all such raw materials at open market prices from domestic and foreign
suppliers.  H&H has not  experienced  any  problem in  obtaining  the  necessary
quantities  of raw  materials.  Prices  and  availability,  particularly  of raw
materials  purchased  from foreign  suppliers,  will be affected by world market
conditions and government policies.

Backlog

            WPC's order  backlog was  375,883  net tons at  December  31,  1999,
compared to 365,622 net tons at December  31,  1998.  All orders  related to the
backlog at December 31, 1999 are expected to be shipped during the first half of
2000, subject to delays at the customers' request.  The order backlog represents
orders received but not yet completed or shipped.  In times of strong demand,  a
higher order backlog may allow the Company to increase  production runs, thereby
enhancing production efficiencies.

Capital Investments

            The Company  believes  that it must  continuously  strive to improve
productivity and product quality,  and control  manufacturing costs, in order to
remain competitive.  Accordingly, the Company is committed to continuing to make
necessary capital investments with the objective of reducing manufacturing costs
per ton,  improving the quality of steel  produced and  broadening  the array of
products  offered  to  the  Company's  served  markets.  The  Company's  capital
expenditures (including capitalized interest) for 1999 were approximately $104.0
million,  including $7.7 million on environmental  projects.  From 1995 to 1999,
capital  expenditures  aggregated  approximately  $307.8 million.  This level of
capital  expenditures  was  needed  to  maintain  productive  capacity,  improve
productivity  and upgrade selected  facilities to meet competitive  requirements
and maintain  compliance with  environmental  laws and regulations.  The capital
expenditure  program has included  improvements to WPC's  infrastructure,  blast
furnaces,   steel-making  facilities,   80-inch  hot-strip  mill  and  finishing
operations,  and has  resulted in improved  shape,  gauge,  surface and physical
characteristics  for  its  products.  Continuous  and  substantial  capital  and
maintenance  expenditures  will be required to  maintain  operating  facilities,
modernize  finishing  facilities  to  remain  competitive  and  to  comply  with
environmental control requirements.  The Company anticipates funding its capital
expenditures in 2000 from cash on hand and funds  generated by operations,  sale
of receivables under the WPC Receivables  Facility and funds available under the
revolving credit  facilities at WPSC, H&H and Unimast.  The Company  anticipates
that capital expenditures will approximate  depreciation,  on average,  over the
next few years.

Energy Requirements

            Many of the  Company's  major  facilities  that use natural gas have
been equipped to use alternative  fuels.  The Company  continually  monitors its
operations  regarding  potential  equipment  conversion and fuel substitution to
reduce energy costs.

Employment

            Total  active  employment  of  the  Company  at  December  31,  1999
aggregated 7,549 employees,  of which 3,348 were represented by the United Steel
Workers of America ("USWA"), and 975 by other unions. The remainder consisted of
1,850 salaried employees and 1,376 non-union  operating  employees.  At December
31, 1999, WPC had 4,436  employees,  H&H had 2,366 employees and Unimast had 747
employees.

            On August 12, 1997,  WPSC and USWA  entered  into a five-year  labor
agreement.


<PAGE>

Competition

  Steel and Related Businesses

            The  steel  industry  is  cyclical  in  nature  and has been  marked
historically by overcapacity, resulting in intense competition.

            WPC faces  increasing  competitive  pressures  from  other  domestic
integrated producers,  minimills and processors.  Processors compete with WPC in
the areas of  slitting,  cold  rolling  and  coating.  Minimills  are  generally
smaller-volume  steel producers that use ferrous scrap metals as their basic raw
material.  Compared  to  integrated  producers,  minimills,  which  rely on less
capital-intensive  steel  production  methods,  have certain  advantages.  Since
minimills  typically are not unionized,  they have more flexible work rules that
have  resulted  in lower  employment  costs  per net ton  shipped.  Since  1989,
significant  flat-rolled  minimill  capacity  has  been  constructed  and  these
minimills  now  compete  with   integrated   producers  in  product  areas  that
traditionally  have  not  faced  significant   competition  from  minimills.  In
addition,  there has been significant  additional  flat-rolled minimill capacity
constructed in recent years.  These  minimills and  processors  compete with WPC
primarily in the  commodity  flat-rolled  steel market.  In the long term,  such
minimills  and  processors  may also compete  with WPC in producing  value-added
products.  In addition,  the increased  competition in commodity product markets
influence certain integrated  producers to increase product offerings to compete
with WPC's custom products.

            As the single largest steel consuming  country in the western world,
the United States has long been a favorite  market of steel  producers in Europe
and Japan. In addition,  steel  producers from Korea,  Taiwan,  and Brazil,  and
non-market  economies such as Russia and China,  have also recognized the United
States as a target market.

            Total annual steel  consumption  in the United States has fluctuated
between 88 million and  slightly  over 115 million  tons since 1991. A number of
steel  substitutes,  including  plastics,  aluminum,  composites and glass, have
reduced the growth of domestic steel consumption.

            Steel  imports of  flat-rolled  products as a percentage of domestic
apparent consumption, excluding semi-finished steel, have been approximately 20%
in 1997,  27% in 1998  and 23% in 1999.  Imports  surged  in 1998 due to  severe
economic  conditions in Southeast Asia, Latin America,  Japan and Russia,  among
others.  World steel demand, world export prices, U.S. dollar exchange rates and
the international  competitiveness  of the domestic steel industry have all been
factors in these import levels.

            Unimast is one of the leading  manufacturers  of steel  construction
building  products for the commercial and residential  marketplace.  While there
are  many  companies  that  compete   directly  with  Unimast,   there  are  few
manufacturers that carry a comparable variety of products. Unimast competes on a
national  basis and is increasing  its presence in the Western U.S. with its new
manufacturing facility in Goodyear, Arizona.  Competitive factors most affecting
Unimast  include  service,  price and  quality,  with price  usually the leading
consideration.

  Handy & Harman

            H&H is one of the leading fabricators of precious metal products and
precision electroplating. Although there are no companies in the precious metals
field whose operations  exactly parallel those of H&H in every area, there are a
number of competitors in each of the classes of precious metals  products.  Many
of these competitors also conduct activities in other product lines in which H&H
is not involved.  Competition  is based on quality,  service and price,  each of
which is of equal importance.

            There are many companies,  domestic and foreign,  which  manufacture
non-precious wire and tubing products,  and other specialty products of the type
manufactured  by H&H.  Competition is based on quality,  service,  price and new
product introduction, each of which is of equal importance.


<PAGE>


Item 2:           Properties

Steel and Related Businesses

  WPC And Unimast

            WPC has one raw steel  producing  plant and various other  finishing
and fabricating  facilities.  The  Steubenville  complex is an integrated  steel
producing  facility  located  at  Steubenville  and  Mingo  Junction,  Ohio  and
Follansbee, West Virginia. The Steubenville complex includes coke oven batteries
that produce all coke  requirements,  two operating  blast  furnaces,  two basic
oxygen  furnaces,  a  two-strand  continuous  slab  caster  with an annual  slab
production capacity of approximately 2.4 million tons, an 80-inch hot strip mill
and  pickling  and  coil  finishing  facilities.  The  Ohio  and  West  Virginia
locations,  which are  separated by the Ohio River,  are connected by a railroad
bridge owned by WPC. A pipeline is maintained  for the transfer of coke oven gas
for  use  as  fuel  from  the  coke  plant  to  several  other  portions  of the
Steubenville  complex.  The Steubenville  complex primarily produces  hot-rolled
products,  which are  either  sold to third  parties  or shipped to other of the
Company's facilities for further processing into value-added products.

            The following table lists the other principal  plants of WPC and the
annual capacity of the major products produced at each facility:

<TABLE>
<CAPTION>
                             Other Major Facilities

Location and Operations                                  Capacity Tons/Year                              Major Products
-----------------------                                  ------------------                              --------------

<S>                                                             <C>
Allenport, Pennsylvania:
    Continuous pickler, tandem mill,
    temper mill and annealing lines.....................        950,000                 Cold-rolled sheets
Beech Bottom, West Virginia:
    Paint line..........................................        120,000                 Painted steel in coil form
Canfield, Ohio:
    Electrogalvanizing line, paint line,
    ribbon and oscillating rewind slitters..............         65,000                 Electrolytic galvanized sheet and strip
Martins Ferry, Ohio:
Temper mill, zinc coating lines.........................        750,000                 Hot-dipped galvanized sheets and coils
Yorkville, Ohio:
    Continuous pickler, tandem mill,
        temper mills and annealing lines................        660,000                 Black plate and cold-rolled sheets
</TABLE>

            All of the above  facilities  currently  owned by WPC are  regularly
maintained in good operating  condition.  However,  continuous  and  substantial
capital and  maintenance  expenditures  are required to maintain  the  operating
facilities, to modernize finishing facilities in order to remain competitive and
to meet environmental control requirements.

            WPC  has  fabricated  product  facilities  at Fort  Payne,  Alabama;
Houston, Texas; Lenexa, Kansas; Louisville,  Kentucky;  Minneapolis,  Minnesota;
Warren, Ohio; Gary, Indiana;  Emporia,  Virginia; Grand Junction,  Colorado; and
Klamath Falls and Brooks, Oregon.

            WPC maintains regional sales offices in Atlanta,  Chicago,  Detroit,
Philadelphia,  Pittsburgh  and its  corporate  headquarters  in  Wheeling,  West
Virginia.

            Unimast has facilities located at Franklin Park,  Illinois;  Warren,
Ohio;  McDonough,  Georgia;  Baytown,  Texas; Boonton, New Jersey; New Brighton,
Minnesota; Brooksville and Miami, Florida; and East Chicago, Indiana.


<PAGE>


  Handy & Harman

            H&H,  acquired in April 1998, has 23 active  operating plants in the
United States, Canada,  England,  Denmark and Singapore (50% owned) with a total
area of approximately  1,860,000 square feet,  including  warehouse,  office and
laboratory  space, but not including the plant used by the Singapore  operation.
H&H also owns or leases  sales,  service and  warehouse  facilities at two other
locations in the United States (which, with H&H's general offices,  have a total
area of  approximately  53,000  square  feet)  and owns  nine  non-operating  or
discontinued  locations with a total area of approximately  416,000 square feet.
H&H  considers  its  manufacturing  plants and  services  facilities  to be well
maintained and efficiently  equipped,  and therefore suitable for the work being
done.  The  productive  capacity and extent of  utilization of its facilities is
dependent in some cases on general business conditions and in other cases on the
seasonality of the utilization of its products. Capacity can be expanded readily
to meet additional demands. Manufacturing facilities of H&H are located in: Fort
Smith, Arkansas; Fontana, California;  Toronto, Canada; Fairfield,  Connecticut;
Camden,  Delaware;  Kolding,  Denmark;   Liversedge,   England;  Evansville  and
Indianapolis,  Indiana;  Cockeysville,  Maryland;  Agawam,  Westfield  and North
Attleboro,  Massachusetts;  Middlesex and Willingboro, New Jersey; Canastota and
Oriskany, New York; Tulsa and Broken Arrow, Oklahoma; Norristown,  Pennsylvania;
East Providence, Rhode Island; Cudahy, Wisconsin; and Singapore (50% owned).

            All plants are owned in fee except for the  Canastota,  Fort  Smith,
Middlesex, and Westfield plants, which are leased.


<PAGE>

Item 3.           Legal Proceedings

Environmental Matters

  WPC

            WPC,  as  are  other   industrial   manufacturers,   is  subject  to
increasingly  stringent standards relating to the protection of the environment.
In order to facilitate  compliance with these environmental  standards,  WPC has
incurred capital  expenditures for  environmental  control projects  aggregating
$12.4  million,  $9.5  million  and  $7.7  million  for  1997,  1998  and  1999,
respectively.  WPC  anticipates  spending  approximately  $13.6  million  in the
aggregate  on major  environmental  compliance  projects  through the year 2002,
estimated to be spent as follows:  $6.7  million in 2000,  $3.1 million in 2001,
and $3.8 million in 2002.  Due to the  possibility of  unanticipated  factual or
regulatory  developments,  the amount and timing of future expenditures may vary
substantially from such estimates.

            WPC has been identified as a potentially responsible party under the
Comprehensive Environmental Response,  Compensation and Liability Act ("CERCLA")
or similar state  statutes at several  waste sites.  WPC is subject to joint and
several liability imposed by CERCLA on potentially  responsible  parties. Due to
the  technical  and  regulatory   complexity  of  remedial  activities  and  the
difficulties  attendant  to  identifying  potentially  responsible  parties  and
allocating  or  determining  liability  among them,  WPC is unable to reasonably
estimate the ultimate cost of compliance  with CERCLA laws. WPC believes,  based
upon  information  currently  available,  that its  liability  for  clean-up and
remediation  costs in connection with the Buckeye  Reclamation  Landfill will be
between  $1.5  million and $2.0  million.  At five other sites (MIDC  Glassport,
Tex-Tin, Breslube Penn, Four County Landfill and Beazer) WPC estimates the costs
to  approximate  $500,000.  WPC is  currently  funding its share of  remediation
costs.

            The Clean Air Act  Amendments of 1990 (the "Clean Air Act") directly
affect the operations of many of WPC's facilities,  including coke ovens. WPC is
presently in compliance with the provisions of the Clean Air Act. However, under
the Clean  Air Act,  coke  ovens  generally  will be  required  to  comply  with
progressively  more  stringent  standards  which will  result in an  increase in
environmental capital expenditures and costs for environmental  compliance.  The
forecasted  environmental  expenditures  include  amounts which will be spent on
projects relating to compliance with these standards.

            In an  action  brought  in 1985 in the U.S.  District  Court for the
Northern  District of West  Virginia,  the EPA claimed  violations  of the Solid
Waste Disposal Act at a surface impoundment area at the Follansbee facility. WPC
and the EPA entered into a consent decree in October 1989 requiring certain soil
and groundwater testing and monitoring. The surface impoundment has been removed
and a final  closure  plan has been  submitted  to the EPA.  WPC is waiting  for
approval from the EPA to implement the plan.  Until the EPA responds to WPC, the
full extent and cost of remediation cannot be ascertained.

            In  June  1995,  the  EPA  informally  requested  corrective  action
affecting other areas of the Follansbee facility.  The EPA sought to require WPC
to perform a site  investigation of the Follansbee plant. WPC actively contested
the EPA's jurisdiction to require a site investigation,  but subsequently agreed
to comply with a final  administrative  order  issued by the EPA in June 1998 to
conduct a Resource Conservation and Recovery Act ("RCRA") facility investigation
to determine  the nature and extent of soil and  groundwater  contamination  and
appropriate clean up methods.  The Company anticipates spending up to $1 million
in year 2000 for sampling at the site.

            WPC is currently  operating  in  substantial  compliance  with three
consent  decrees (two with the EPA and one with the  Pennsylvania  Department of
Environmental  Resources)  with respect to  wastewater  discharges at Allenport,
Pennsylvania,  Mingo  Junction,  Steubenville,  and Yorkville,  Ohio. All of the
foregoing  consent decrees are nearing  expiration.  A petition to terminate the
Allenport consent decree was filed in 1998.

            In March  1993,  the EPA  notified  WPC of Clean Air Act  violations
alleging  particulate  matter  and  hydrogen  sulfide  emissions  in  excess  of
allowable  concentrations  at WPC's  Follansbee coke plant. In January 1996, the
EPA and the Company entered into a consent decree. Although the Company has paid
the civil penalties due pursuant to the terms of the consent decree, the Company
continues to accrue stipulated  penalties to such consent decree. As of December
1999,  the  Company has  accrued  stipulated  penalties  of  approximately  $2.7
million.


<PAGE>

            In June 1999, the Ohio Attorney  General filed a lawsuit against WPC
alleging  certain  hazardous  waste  law  violations  at  its  Steubenville  and
Yorkville,  Ohio  facilities  and certain water  pollution law violations at the
Company's  Yorkville,  Ohio facility relating  primarily to the alleged unlawful
discharge of spent  pickle  liquor.  The lawsuit  contains  forty-four  separate
counts and seeks  preliminary  and  permanent  injunctive  relief in addition to
civil penalties. Settlement negotiations with Ohio EPA are on-going and Ohio EPA
has demanded a civil penalty of $300,000.

            In January 1998, the Ohio Attorney  General  notified WPC of a draft
consent  order and  initial  civil  penalties  in the amount of $1  million  for
various air violations at its Steubenville  and Mingo Junction,  Ohio facilities
occurring  from 1992 through  1996. In November  1999,  Ohio EPA and WPC entered
into a consent decree  settling the civil  penalties  related to this matter for
approximately  $250,000.  The consent  decree also  obligates the Company to pay
certain stipulated penalties for future air violations.

            WPC  has  experienced  discharges  of oil  through  NPDES  permitted
outfalls at its Mingo Junction,  Ohio and Allenport,  Pennsylvania  plants.  WPC
spent   approximately   $0.8   million  and  $1.5  million  in  1998  and  1999,
respectively, to investigate and clean up oil spills at its Mingo Junction, Ohio
facility.  WPC anticipates spending approximately $1.4 million to install a slip
lined pipe and an automated  oil  recovery  system at its Mingo  Junction,  Ohio
facility.  WPC has not yet received any notices of violation from the regulatory
agencies for such oil spills.

            The EPA  conducted a multimedia  inspection  of WPC's  Steubenville,
Mingo Junction,  Yorkville, and Martins Ferry, Ohio facilities in March and June
1999. The inspection covered all environmental  regulations  applicable to these
plants.  WPC has  received  a  Notice  of  Violation  from EPA for  alleged  air
violations,  but has not yet received notice of any violations of water or waste
laws.  The air Notice of  Violation  does not  specify  the amount of  penalties
sought  by  EPA.  WPC is  exploring  settlement  with  EPA  regarding  such  air
violations.

            WPC is aware of potential  environmental  liabilities resulting from
operations, including leaking underground and aboveground storage tanks, and the
disposal and storage of residuals on its property.  Each of these  situations is
being assessed and remediated in accordance with regulatory requirements.

            Non-current accrued environmental  liabilities totaled $12.7 million
at December 31, 1998 and $14.7 million at December 31, 1999. These accruals were
initially  determined  by WPC in  January  1991,  based  on all  then  available
information.  As  new  information  becomes  available,   including  information
provided by third parties,  and changing laws and  regulations,  the liabilities
are reviewed and the accruals adjusted quarterly.  Management believes, based on
its  best  estimate,   that  WPC  has   adequately   provided  for  its  present
environmental obligations.

            Based upon information  currently  available,  including WPC's prior
capital  expenditures,  anticipated  capital  expenditures,  consent  agreements
negotiated with federal and state agencies,  and information available to WPC on
pending  judicial  and  administrative  proceedings,  WPC  does not  expect  its
environmental compliance costs, including the incurrence of additional fines and
penalties,  if any,  relating  to the  operation  of its  facilities,  to have a
material adverse effect on the financial  condition of WPC. However,  as further
information  comes into WPC's  possession,  it will  continue to  reassess  such
evaluations.


<PAGE>

  Handy & Harman

            In connection  with the  Montvale,  New Jersey  facility  (which was
closed  in  1984),  formerly  operated  by Handy & Harman  Electronic  Materials
Corporation  ("HHEM"),  a subsidiary of H&H, a civil action lawsuit was filed in
April 1993 by the Borough of Park Ridge in the Superior Court of New Jersey, Law
Division,  Bergen  County,  against  HHEM,  the Company,  the prior owner of the
facility and other defendants, asserting that a chemical used at the facility in
Montvale,  New Jersey,  an  adjoining  municipality,  had migrated and entered a
drinking water supply of Park Ridge.  This action sought recovery of the alleged
cost of treatment and remediation of water wells of the Borough of Park Ridge as
a result of alleged contamination by the defendants.

            The  H&H   defendants   denied   responsibility   for  the   alleged
contamination   of  the  Park  Ridge  wells  and  asserted   that  if  any  such
contamination existed as a result of operation of the Montvale facility, damages
arising therefrom were the responsibility of the owner or operator thereof prior
to the purchase of the facility by HHEM from Plessey  Incorporated  ("Plessey").
The  H&H  defendants   asserted   substantial   cross-claims   against  Plessey,
GEC-Marconi  Materials  Corp.  and a vendor of the chemical  involved.  H&H also
filed a separate action,  since  consolidated  with the above Park Ridge action,
against Twin Cities Fire Insurance Company and other carriers, claiming coverage
under  various  liability  insurance  policies and seeking  indemnification  and
defense for all of Park Ridge's claims.

            The  Company  has  settled  its  claims  against  its  co-defendant,
Plessey,  Inc.,  and  its  claims  against  Twin  City.  As a  result  of  those
settlements,  a resolution  of the Park Ridge  lawsuit was reached on August 24,
1999 with no material effect to the Company.


Shareholder Lawsuits

            Two purported  class action  lawsuits  were  commenced in connection
with the  unsolicited  tender offer commenced by WHX in December 1998 to acquire
all of H&H's shares for $30 per share in cash (the "Initial WHX Offer"). Both of
these purported class actions are not actively being pursued by the plaintiff at
the present time.


<PAGE>

SEC Enforcement Action

            On June 25, 1998,  the Securities  and Exchange  Commission  ("SEC")
instituted an administrative proceeding against the Company alleging that it had
violated  certain SEC rules in  connection  with the tender  offer for  Dynamics
Corporation  of America  ("DCA")  that  commenced  on March 31, 1997 through the
Company's  wholly owned  subsidiary,  SB Acquisition  Corp.  (the "Offer").  The
Company previously disclosed that the SEC intended to institute this proceeding.
Specifically,  the Order Instituting  Proceedings (the "Order") alleges that, in
its initial form the Offer  violated the "All Holders  Rule," Rule  14d-10(a)(1)
under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),
based on the Company's inclusion of a "record holder condition" in the Offer. No
shareholder  had tendered any shares at the time the condition was removed.  The
Order  further  alleges that the Company  violated  Rules  14d-4(c) and 14d-6(d)
under the  Exchange  Act upon  expiration  of the Offer,  by  allegedly  waiving
material  conditions  to the Offer  without  prior  notice to  shareholders  and
purchasing the approximately 10.6% of DCA's outstanding shares tendered pursuant
to the Offer.  The SEC does not claim that the Offer was  intended to or in fact
defrauded any investor.

            The Order instituted proceedings to determine whether the SEC should
enter an order  requiring the Company (a) to cease and desist from committing or
causing any future  violation of the rules alleged to have been violated and (b)
to pay  approximately  $1.3 million in disgorgement of profits.  The Company has
filed an Answer denying any violations and seeking  dismissal of the proceeding.
Last year, an administrative law judge of the SEC held an evidentiary hearing on
the merits, but a decision has not been rendered to date.  Although there can be
no assurance that an adverse decision will not be rendered,  the Company intends
to continue to vigorously defend against the SEC's charges.

General Litigation

            On October  27,  1998,  the  Company  filed a  complaint  in Belmont
County, Ohio against ten trading companies, two Japanese mills and three Russian
mills,  alleging  that it had been  irreparably  harmed  as a result of sales of
hot-rolled  steel by the defendants at prices below the cost of production.  The
Company  asked the Court  for  injunctive  relief to  prohibit  such  sales.  On
November 6, 1998,  defendants  removed the case from Belmont  County to the U.S.
District  Court for the  Southern  District of Ohio.  The  Company  subsequently
amended its complaint to allege  violations of the 1916  Antidumping Act by nine
trading  companies.  The amended  complaint sought treble damages and injunctive
relief.  The Court dismissed WPC's state law causes of action, but allowed it to
proceed with its claims under the 1916  Antidumping Act. In early June 1999, the
U.S.  District  Court  issued an order  holding  that  injunctive  relief is not
available as a remedy under the 1916  Antidumping  Act. The Company has appealed
the Court's  decision  to the Sixth  Circuit  Court of Appeals.  The Company has
reached  out-of-court  settlements with six of the nine steel trading  companies
named  in this  lawsuit.  The  Company's  claims  for  treble  damages,  but not
injunctive  relief,  against the three remaining  defendants  were  subsequently
dismissed as a result of settlement negotiations.

            The  Company  is a party to  various  litigation  matters  including
general  liability  claims  covered by insurance.  In the opinion of management,
such claims are not expected to have a material  adverse effect on the financial
condition or results of operations of the Company.


<PAGE>

Item 4.           Submission of Matters to a Vote of Security Holders

            (a) The 1999 special meeting of stockholders was held on November 8,
1999.

            (b) Matters voted on at the meeting and the number of votes cast.

<TABLE>
<CAPTION>
                                                                                      Votes Against
                                                               Voted for               Or Withheld               Abstentions
                                                               ---------               -----------               -----------

<S>                                                            <C>                        <C>                      <C>
(1)     Approval of amendment to the Certificate               7,617,374                  3,303,247                332,538
        of Incorporation and the By-Laws, until
        June 30, 2001, to eliminate the right of
        stockholders to call a special meeting of
        stockholders and to permit only the
        Chairman of the Board or the Board of
        Directors to call special meetings of
        stockholders.

(2)     Approval of amendment to the Certificate of            7,620,307                  3,293,195                339,657
        Incorporation and the By-Laws,
        until June 30, 2001, to eliminate stockholder
        action by written consent.

(3)     Approval of amendment to the Certificate of            7,693,931                  3,216,266                342,962
        Incorporation to require, until June 30,
        2001, an affirmative vote of 66 2/3% of the
        voting stock in order to (a) amend, repeal
        or adopt any provision inconsistent with any
        of the adopted amendments to the Certificate
        of Incorporation proposed and (b) for
        stockholders to amend any provision of the
        By-Laws with respect to By-Law amendments.
</TABLE>


<PAGE>


Item 5.           Market for the Registrant's  Common Stock and Related Security
                  Holder Matters

            The number of shares of Common  Stock issued and  outstanding  as of
March 1, 2000 was  14,461,741,  including  276,268  shares of Redeemable  Common
Stock.  In 1998 and 1999,  the  Company  purchased  1.8  million  shares and 3.6
million  shares,  respectively,  of Common Stock in open market  purchases.  The
repurchased shares have been retired.

            The prices set forth in the following  table  represent the high and
low sales prices for the Company's Common Stock:

                                                     Common Stock
                                                     ------------
                                                  High             Low
                                                  ----             ---

1999
First Quarter.............................. $    11.750     $     7.625
Second Quarter.............................       9.000           6.375
Third Quarter..............................      10.375           6.438
Fourth Quarter.............................      10.063           7.813
1998
First Quarter.............................. $    17.375     $    11.000
Second Quarter.............................      16.938          12.313
Third Quarter..............................      13.938          10.000
Fourth Quarter.............................      12.875           9.500

            As of March 1, 2000,  there  were  approximately  11,645  holders of
record of WHX's Common Stock.

            The  Company  intends  to retain  any future  earnings  for  working
capital needs and to finance capital improvements, and presently does not intend
to pay cash dividends on its Common Stock for the foreseeable future.


<PAGE>

Item 6.           Selected Financial Data

  Five-Year Statistical
  (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                         1999         1998         1997*        1996*            1995
                                                         ----         ----         -----        -----            ----

<S>                                                 <C>           <C>           <C>          <C>            <C>
Profit and Loss:
Net sales ........................................  $ 1,716,800   $ 1,645,498   $  642,096   $ 1,232,695    $ 1,364,614
Cost of products sold (excluding
    depreciation and amortization
    and profit sharing) ..........................    1,430,389     1,376,431      720,722     1,096,228     1,147,899
Depreciation and amortization ....................      104,856        96,870       49,445        68,956        67,700
Profit sharing ...................................         --            --           --            --           6,718
Selling, administrative and general expense ......      142,388       120,981       68,190        70,971        66,531
Special charge ...................................         --            --         92,701          --            --
                                                     -----------  -----------   -----------   -----------   -----------
Operating income (loss) ..........................       39,167        51,216     (288,962)       (3,460)       75,766
Interest expense on debt .........................       87,851        78,096       29,047        25,963        22,830
Other income .....................................       26,420        89,696       50,668        25,974        47,139
                                                     -----------  -----------   -----------   -----------   -----------
Income (loss) before taxes .......................      (22,264)       62,816     (267,341)       (3,449)      100,075
Tax provision (benefit) ..........................       (6,430)       23,386      (93,569)       (4,107)       19,014
                                                     -----------  -----------   -----------   -----------   -----------
Income (loss) before extraordinary items .........      (15,834)       39,430     (173,772)          658        81,061
Extraordinary items--net of tax ..................          896         2,241      (25,990)         --          (3,043)
                                                     -----------  -----------   -----------   -----------   -----------
Net income (loss) ................................      (14,938)       41,671     (199,762)          658        78,018
Preferred stock dividends ........................       20,608        20,608       20,657        22,313        22,875
                                                     -----------  -----------   -----------   -----------   -----------
Net income (loss) available to
    common stock .................................  $   (35,546)  $    21,063   $ (220,419)  $   (21,655)  $    55,143
                                                    ===========   ===========   ===========   ===========   ===========
Basic income (loss) per share:
Income (loss) before extraordinary items .........  $     (2.30)  $      1.04   $    (8.83)  $      (.83)  $      2.25
Extraordinary items--net of tax ..................          .06           .12        (1.18)         --            (.12)
                                                    -----------   -----------   -----------   -----------   -----------
Net income (loss) per share ......................  $     (2.24)  $      1.16   $   (10.01)  $      (.83)  $      2.13
                                                    ===========   ===========   ===========   ===========   ===========
Average number of common shares
outstanding (in thousands) .......................       15,866        18,198       22,028        26,176        25,850
Financial Position:
Cash, cash equivalents and short term
    investments, net of short term
    borrowings ...................................  $   174,590   $   230,584  $   305,934   $   412,359   $   439,493
Working capital ..................................      294,276       408,878      329,372       491,956       541,045
Property, plant and equipment--net ...............      816,501       819,077      738,660       755,412       793,319
Plant additions and improvements .................      104,035        48,250       36,779        35,436        83,282
Total assets .....................................    2,673,566     2,712,084    2,061,920     1,718,779     1,796,467
Long-term debt ...................................      847,720       893,356      350,453       268,198       285,676
Stockholders' equity .............................      377,471       446,512      453,393       714,437       768,405
Number of stockholders of record:
Common ...........................................       11,666        11,915       12,273        12,697        13,408
Series A Convertible Preferred ...................           32            31           42            42            28
Series B Convertible Preferred ...................           74            69           79            62            48
Employment
Employment costs .................................  $   443,333   $   394,701  $   204,004   $   321,347   $   343,416
Average number of employees ......................        7,535         7,470        4,420         5,706         5,996
</TABLE>

                                 WHX CORPORATION

*  The financial  results of the Company for the fourth  quarter of 1996 and all
   of 1997 were adversely affected by the strike.


<PAGE>

Notes to Five-Year Statistical Summary

            In 1995,  the  Company  recorded  an  extraordinary  charge  of $3.0
million,  net of  taxes,  to  reflect  the coal  retiree  medical  benefits  for
additional   retirees   assigned   to  the   Company  by  the  Social   Security
Administration  and the effect of  recording  the  liability  at its net present
value.

            In 1996, the Company experienced a work stoppage which began October
1, 1996 and  continued  through  August 12, 1997 at eight of its plants in Ohio,
Pennsylvania and West Virginia.  No steel products were produced or shipped from
these facilities during the strike.  These facilities  account for approximately
80% of the tons shipped by the Company on an annual basis.

            In 1997,  the  Company  recorded a special  charge of $92.7  million
related to a new labor agreement which ended the ten-month  strike.  The special
charge included $66.7 million for enhanced  retirement  benefits,  $15.5 million
for signing and retention bonuses, $3.8 million for special assistance and other
employee  benefits  payments and $6.7  million for a grant of one million  stock
options to WPN Corp.

            In 1997, the Company also recorded an extraordinary  charge of $26.0
million, net of tax, related to premium and interest charges required to defease
its 9 3/8%  Senior  Unsecured  Notes of $24.3  million  and coal  miner  retiree
medical benefits of $1.7 million.

            During  1998,  the  Company  purchased  and  retired  $48.0  million
aggregate  principal amount of 10 1/2% Senior Notes in the open market resulting
in extraordinary income of $2.2 million, net of tax.

            In April 1998, the Company acquired H&H. The transaction had a total
value of $651.4  million,  including  the  assumption  of  approximately  $229.6
million in debt.

            During  1999,  the  Company  purchased  and  retired  $20.5  million
aggregate principal amount of 10 1/2% Senior Notes in the open market, resulting
in an extraordinary gain of $0.9 million, net of tax.


<PAGE>

Item 7.           Management's  Discussion  and Analysis of Financial  Condition
                  and Results of Operations

Results of Operations

  Overview

            The Company  continues to pursue strategic  alternatives to maximize
the  value of its  portfolio  of  businesses.  Some of these  alternatives  have
included, and will continue to include selective acquisitions,  divestitures and
sales of certain assets. The Company has provided,  and may from time to time in
the future provide  information to interested  parties regarding portions of its
businesses for such purposes.

  1999 Compared to 1998

            Net sales for 1999  increased  to $1.7  billion from $1.6 billion in
1998.  Sales  declined  by $29.9  million at the  Company's  WPC  operations  as
increased steel  shipments were offset by a continued  weakness in steel prices.
WPC's sales were also  negatively  impacted as a result of reduced sales of coke
during 1999 as compared to 1998,  which  included  sales of excess coke produced
during  WPC's  ten-month  strike  which ended  August  1997.  Comparative  sales
increased by $115.8 million at H&H,  reflecting 1999 as the first full reporting
year having been  acquired on April 13, 1998.  On a pro forma  basis,  H&H sales
actually  declined in 1999  compared to 1998 by $4.5 million,  reflecting  lower
precious  metal and  stainless  steel  pricing in 1999.  Sales  increased  $12.0
million  to $217.4  million  at  Unimast  compared  to $205.4  million  in 1998,
reflecting record steel shipments of over 294,000 tons in 1999.

            Costs for 1999  increased  to $1.43  billion  from $1.38  billion in
1998. Operating costs increased by $8.1 million at the Company's WPC operations,
reflecting the higher volume of shipments partially offset by lower raw material
costs and the absence of coke sales as  compared  to 1998.  Included in the 1998
costs are  unfavorable  physical  inventory  adjustments of $4.5 million.  H&H's
operating costs in 1999 increased by $77.1 million,  reflecting a full reporting
year in 1999  compared  to a partial  year in 1998.  On a pro forma  basis,  H&H
operating costs declined by $16.8 million,  reflecting  lower raw material costs
in 1999 versus 1998. Unimast's operating costs in 1999 increased by $1.6 million
compared  to 1998  reflecting  the general  increase  in the level of  operating
activity.

            Depreciation and amortization expense increased to $104.9 million in
1999 from $96.9 million in 1998.  Increased  depreciation  is principally due to
H&H  reporting  a full  year in  1999,  compared  to a  partial  year  in  1998.
Amortization   increased   $1.4  million   reflecting  the  full  year  goodwill
amortization acquired in the H&H acquisition.

            Selling,  administrative  and general  expense for 1999 increased by
$21.4  million to $142.4  million in 1998.  The increase is primarily due to H&H
reporting a full year in 1999 compared to a partial year in 1998.

            Interest  expense  increased  to $87.9  million  in 1999 from  $78.1
million in 1998.  The  increase is due to the  outstanding  10 1/2% Senior Notes
issued in March 1998 for the purchase of H&H, as well as the assumption of H&H's
outstanding indebtedness.

            Other income  decreased  $63.3  million to $26.4  million in 1999 as
compared  to $89.7  million  in  1998.  The  decrease  is due  primarily  to the
difference in realized and  unrealized  gains on short-term  investments in 1999
compared to 1998.

            The tax  benefit  for 1999 and the  provision  for  1998  were  $6.4
million and $23.4 million, respectively, and are based on pre-tax income or loss
before extraordinary items. The Company pays taxes under the alternative minimum
tax system and records the effect of deferred tax assets and liabilities  caused
by temporary tax adjustments.

            Loss before  extraordinary  items in 1999 totaled  $15.8  million or
$2.30 per diluted share of Common Stock compared to income before  extraordinary
items of $39.4  million,  or $.99 per diluted share of Common Stock in 1998. The
1999  extraordinary  gain of $1.4  million ($.9 million net of tax) and the 1998
extraordinary  gain of $3.4  million  ($2.2  million  net of tax)  reflects  the
discount on the purchase of $20.5 million and $48.0 million aggregate  principal
amount of 10 1/2% Senior Notes, respectively, in the open market.


<PAGE>

            Net loss for 1999 totaled $14.9 million,  or $2.24 per diluted share
of Common  Stock after  deduction  of preferred  stock  dividends.  The 1998 net
income was $41.7  million,  or $1.11 per  diluted  share of Common  Stock  after
deduction of preferred stock dividends.

  1998 Compared to 1997

            Net sales for 1998  increased to $1.6 billion from $642.1 million in
1997.  Sales increased  primarily due to (i) the return to pre-strike  levels of
sales for WPC's  operations of $1.1 billion compared to 1997 net sales of $489.7
million,  which earlier  period  reflects the effect of the strike by the United
Steel Workers of America,  (ii) the April 1998 acquisition of H&H,which provided
1998  sales of $350.3  million  and (iii)  Unimast's  increased  sales of $205.4
million in 1998 compared to $156.7 million in 1997.

            Cost of products sold for 1998 increased to $1.4 billion from $720.7
million in 1997.  The increase in cost of products  sold  reflects the increased
volume of raw steel production at WPC's operations,  which were idled throughout
much of 1997 due to the strike, and the inclusion of H&H operations beginning in
April 1998. Costs include $4.5 million related principally to physical inventory
adjustments.  Also, WPC experienced lower pension expense in 1998 as a result of
the merger of the H&H and WPC pension plans.

            Depreciation and amortization  expense increased to $96.9 million in
1998 from $49.4 million in 1997.  Increased  depreciation  is principally due to
the higher levels of raw steel production  depreciation methods, as well as $9.6
million  of  depreciation  at H&H.  Raw  steel  production  increased  by  269%.
Amortization  increased  $6.1  million,   principally  reflecting  the  goodwill
acquired in the H&H acquisition.

            Selling,  administrative and general expense increased $52.8 million
to $121.0  million in 1998 from $68.2 million in 1997. The increase is primarily
due to the  acquisition  of H&H in the  second  quarter,  as well  as  increased
activity at WPC after the strike.

            In 1997,  the  Company  recorded a special  charge of $92.7  million
related to the new labor  agreement.  The special charge  included $66.7 million
for  enhanced  retirement  benefits,  $15.5  million for  signing and  retention
bonuses,  special assistance  payments and other employee benefits totaling $3.8
million and $6.7 million for a grant of 1.0 million stock options to WPN Corp.

            Interest  expense  increased  to $78.1  million  in 1998 from  $29.0
million in 1997,  reflecting  $350.0  million of 10 1/2% Senior  Notes issued in
March 1998 for the purchase of H&H as well as $237.1 million of H&H  outstanding
indebtedness.

            Other income  increased to $89.7  million in 1998 from $50.7 million
in 1997. The increase reflects a $36.6 million increase in interest and realized
and unrealized  investment  gains and losses on short-term  investments.  Equity
income  increased  from a loss of $1.6 million in 1997 to income of $5.7 million
in 1998 due to start-up  losses in the OCC joint venture during 1997.  Partially
offsetting  the increases are  additional  securitization  fees in 1998 due to a
higher level of accounts receivable securitization.

            The tax  provision  for 1998 and benefit for 1997 were $23.4 million
and $93.6 million,  respectively,  and is based on pre-tax income or loss before
extraordinary  items.  The Company pays taxes under the alternative  minimum tax
system and records the effect on deferred tax assets and  liabilities  caused by
temporary tax adjustments.

            Income before  extraordinary items in 1998 totaled $39.4 million, or
$.99 per diluted  share of Common  Stock.  The 1998  extraordinary  gain of $3.4
million ($2.2 million net of tax) reflects the discount on the purchase of $48.0
million  aggregate  principal amount of 10 1/2% Senior Notes in the open market.
The 1997  extraordinary  charge  of $40.0  million  ($26.0  million  net of tax)
reflects the premium and interest of $37.4  million on the legal  defeasance  of
long  term  debt,  and $2.6  million  for coal  miner  retiree  medical  expense
attributable  to the  allocation  of  additional  retirees to the Company by the
Social Security Administration.


<PAGE>

            Net income in 1998 totaled $41.7 million, or $1.11 per diluted share
of Common Stock after deduction of preferred stock  dividends.  Net loss in 1997
totaled  $199.8  million,  or a loss of $10.01 per diluted share of Common Stock
after deduction of preferred stock dividends.

Liquidity and Capital Resources

            Net cash flow  provided by  operating  activities  for 1999  totaled
$163.9 million. Short term trading investments and related short-term borrowings
are reported as cash flow from operating  activities.  Working capital  accounts
(excluding  cash,  short term  investments,  short term  borrowings  and current
maturities  of  long-term  debt)  provided  $25.5  million  of  funds.  Accounts
receivable  increased  $47.4  million  (excluding  a $5.0  million sale of trade
receivables under the Receivables Facility) due to increased sales. Inventories,
valued principally by the LIFO method for financial reporting purposes,  totaled
$441.9  million at December 31, 1999, a decrease of $26.2 million from the prior
year end. Trade payables increased $38.8 million due to higher operating levels.
Net cash flow used in  investing  activities  for 1999  totaled  $111.8  million
including  capital  expenditures of $104.0  million.  Net cash used in financing
activities totaled $57.3 million including repayments of long-term debt of $44.4
million,  as well as $30.6 million utilized for Common Stock  repurchases in the
open market.

            For the year ended  December  31,  1999,  the Company  spent  $104.0
million (including capitalized interest) on capital improvements, including $7.7
million on environmental control projects.

            On July 30, 1998,  H&H entered into a $300  million  Senior  Secured
Credit facility (the "Facilities") with Citibank,  N.A. as agent. The Facilities
are comprised of (i) a $100 million 6-year Revolving Credit Facility, (ii) a $25
million 6-year Delayed Draw Term Loan Facility,  (iii) a $50 million 6-year Term
Loan A Facility,  and (iv) a $125 million 8-year Term Loan B Facility.  Interest
under the  Facilities is calculated  at a rate  determined  either using (i) the
Citibank  prime rate or (ii) LIBOR,  plus the  Applicable  Margin in effect from
time to time.  Applicable  Margin means a  percentage  per annum  determined  by
reference to the total  leverage  ratio for H&H. The rates in effect at December
31, 1999 were (a) in the case of the Term A Facility,  the Delayed Draw Facility
and the  Revolving  Credit  Facility,  calculated at LIBOR + 1.5% and (b) in the
case of the Term B facility,  calculated at LIBOR + 2.25%.  Borrowings under the
Facilities  are secured by the pledge of 100% of the capital  stock of all H&H's
active U.S. subsidiaries and 65% of the stock of H&H's non-U.S. subsidiaries. In
addition,  H&H provided a perfected first priority lien on and security interest
in substantially all the assets of H&H and its subsidiaries. The Facilities have
certain financial covenants restricting  indebtedness,  liens and distributions.
In  addition,  the  Facilities  required  H&H to procure an interest  rate hedge
agreement  covering a notional amount of not less than $125 million for a period
of no less than three years.  H&H has entered  into a  cancelable  interest-rate
swap to  convert  $125  million of its  variable-rate  debt to a fixed rate with
Citibank,  N.A. New York. The fixed rate is 4.53 percent,  effective  January 4,
1999, with a termination date of January 5, 2004;  provided,  however,  Citibank
may designate July 5, 2000 as the  termination  date.  The  Facilities  replaced
H&H's $125 million  Senior  Notes due 2004 and its  unsecured  Revolving  Credit
Facility.

            On April 7, 1998, the Company closed a definitive purchase agreement
for the sale of $350.0 million principal amount of 10 1/2% Senior Notes due 2005
in a Rule 144A  Private  Placement to qualified  institutional  buyers.  The net
proceeds of $340.4  million from the offering  were used to finance a portion of
the  acquisition  of H&H and related  transaction  expenses.  The 10 1/2% Senior
Notes were  exchanged  for  identical  notes  which were  issued  pursuant to an
exchange offer  registered under the Securities Act. During the third quarter of
1998, the Company purchased $48.0 million aggregate  principal amount of 10 1/2%
Senior Notes in the open market for $43.2  million.  During the first quarter of
1999, the Company purchased and retired $20.5 million aggregate principal amount
of 10 1/2% Senior Notes in the open market for $19.1 million.

            In November 1997, WPC issued $275.0  million  principal  amount of 9
1/4%  Senior   Unsecured   Notes  (the  "9  1/4%  Senior  Notes")  to  qualified
institutional buyers pursuant to Rule 144A under The Securities Act of 1933. The
9 1/4%  Senior  Notes were  exchanged  for  identical  notes  which were  issued
pursuant to an exchange offer registered under the Securities Act.

            In November  1997,  WPC also entered into a Term Loan Agreement with
DLJ Capital Funding,  Inc., as syndication agent,  pursuant to which the Company
borrowed  $75  million.  The Term Loan  Agreement  matures on November 15, 2006.
Amounts  outstanding  under the Term Loan  Agreement bear interest at either (i)
the  Alternate  Base Rate (as defined  therein) plus 2.25% or (ii) the LIBO Rate
(as defined  therein)  plus 3.25%,  determined at the  Company's  option.  WPC's
obligations  under the Term Loan  Agreement  are  guaranteed  by the WPC's  then
outstanding and future operating subsidiaries.


<PAGE>

            The  proceeds  from  the 9 1/4%  Senior  Notes  and  the  Term  Loan
Agreement were used to defease $266.2 million of 9 3/8% Senior Secured Notes due
2003 and to pay down borrowings under the Revolving Credit Facility.

            In 1994, a special purpose  wholly-owned  subsidiary of WPSC entered
into an agreement to sell (up to $75 million on a revolving  basis) an undivided
percentage  ownership in a designated pool of accounts  receivable  generated by
WPSC and two of the Company's subsidiaries: Wheeling Construction Products, Inc.
("WCPI") and Pittsburgh Canfield Company ("PCC") (the Receivables Facility).  In
1995 WPSC  entered into an  agreement  to include the  receivables  generated by
Unimast Incorporated ("Unimast"),  a wholly-owned subsidiary of WHX, in the pool
of accounts receivable sold. In May 1999, the Receivables  Facility was extended
through May 2003 and increased to $100 million on a revolving  basis.  Effective
June  1999,  Unimast  withdrew  from  participation  in the  facility.  Accounts
receivable  at December 31, 1999 exclude $100 million  representing  uncollected
accounts  receivable sold with recourse  limited to the extent of  uncollectible
balances.  Fees paid by WPSC under  this  Receivables  Facility  were based upon
variable rates that range from 4.94% to 7.42%. Based on the Company's collection
history,  the  Company  believes  that  credit  risk  associated  with the above
arrangement is immaterial.

            On April 30, 1999,  WPSC  entered into a Third  Amended and Restated
Revolving  Credit  Facility  ("RCF") with Citibank,  N.A. as agent.  The RCF, as
amended,  provides  for  borrowings  for general  corporate  purposes up to $150
million  including  a $25  million  sub-limit  for  letters of  credit.  The RCF
agreement  expires May 3, 2003.  Interest  rates are based on the Citibank prime
rate plus 1.25% and/or a Eurodollar  rate plus 2.25%.  The margin over the prime
rate and the Eurodollar rate can fluctuate based upon performance.  A commitment
fee of 0.5% is charged on the unused portion.  The letter of credit fee is 2.25%
and is also performance  based.  Borrowings are secured primarily by 100% of the
eligible  inventory  of  WPSC,  PCC and WCPI  and the  terms of the RCF  contain
various restrictive covenants, limiting among other things, dividend payments or
other  distribution  of assets,  as defined in the RCF.  WPSC,  PCC and WCPI are
wholly-owned  subsidiaries of WPC. Certain financial  covenants  associated with
leverage,  capital spending, cash flow and interest coverage must be maintained.
WPC, PCC and WCPI have each  guaranteed all of the obligations of WPSC under the
Revolving Credit Facility.  Borrowings  outstanding  against the RCF at December
31, 1999 totaled $79.9 million. Letters of credit outstanding under the RCF were
$0.1 million at December 31, 1999.

            In May,  1998 WHX  completed the merger of its pension plan with the
pension plan of its wholly owned H&H  subsidiary.  Under the terms of the merged
WHX Pension Plan, there are a series of benefit  structures,  which  essentially
continue the various  pension  plans for  employees of the WPSC and H&H plans as
they existed before the merger.

            In 1999, the Company repurchased approximately 3.6 million shares of
Common Stock for $30.6 million.  The Company may, from time to time, continue to
purchase additional shares of Common Stock and Preferred Stock.

            Short-term  liquidity is dependent,  in large part, on cash on hand,
investments,  general  economic  conditions and their effect on steel demand and
prices.  Long-term  liquidity is dependent upon the Company's ability to sustain
profitable  operations and control costs during periods of low demand or pricing
in order to sustain  positive  cash flow.  The  Company  satisfies  its  working
capital  requirements  through  cash  on  hand,  investments,   the  Receivables
Facility, borrowing availability under the Revolving Credit Facilities and funds
generated from  operations.  The Company believes that such sources will provide
the  Company  for the next  twelve  months  with the funds  required  to satisfy
working capital and capital expenditure requirements.  External factors, such as
worldwide  steel  production  and  demand  and  currency  exchange  rates  could
materially affect the Company's  results of operations.  During 1999 the Company
had minimal activity with respect to futures  contracts,  and the impact of such
activity was not  material to the  Company's  financial  condition or results of
operations.

            As of  December  31,  1999,  the  company  had cash  and  short-term
investments,  net of related investment  borrowings,  of $174.6 million.  During
1999, the Company purchased $20.5 million  aggregate  principal amount of its 10
1/2% Senior Notes due 2005 in the open market.

            WHX's  company-wide  Year 2000  Project was ready on  schedule.  The
project addressed all aspects of computing in the company,  including  mainframe
systems,  external data interface to customers,  suppliers,  banks,  government,
mainframe  controlling software,  voice and data systems,  internal networks and
personal  computers,  plant process  control  systems,  building  controls,  and
surveying major suppliers and customers to assure their readiness.


<PAGE>

            Mainframe  business  systems,  external data  interfaces,  mainframe
software,  voice and data systems,  internal  networks,  personal  computers and
building controls, as well as process control and auxiliary systems proved to be
Year 2000 compliant during the January 1, 2000 date rollover. Critical suppliers
and customers are being monitored with no major problems identified to date.

            The  total  costs  associated  with the Year  2000  project  are not
expected to be  material  to the  Company's  financial  condition  or results of
operations.  The total amount  expended on the project  through  January 2000 is
approximately $3.5 million.  Funds were provided through  departmental  expenses
budgeted at the beginning of the project.

            Failure to correct a Year 2000  problem  could have  resulted  in an
interruption  of certain normal business  activities or operations.  The Company
believes  that  the  implementation  of the  Year  2000  project  prevented  any
interruptions.  The Company will continue to monitor  critical  business systems
for possible Year 2000 systems issues.

            Continuous and substantial capital and maintenance expenditures will
be required to maintain and, where necessary,  upgrade  operating  facilities to
remain competitive,  and to comply with environmental control requirements.  The
Clean  Air  Act  is  expected  to  increase  the  Company's   costs  related  to
environmental  compliance;  however,  such an increase in cost is not reasonably
estimable,  but is not  anticipated  to have a  material  adverse  effect on the
consolidated  financial  condition  of  the  Company.  It  is  anticipated  that
necessary capital expenditures including required environmental  expenditures in
future years will approximate  depreciation expense and represent a material use
of operating funds. The Company anticipates funding its capital  expenditures in
2000 from cash on hand and funds generated from operations.

            Non-current accrued environmental  liabilities totaled $12.7 million
at December 31, 1998 and $14.7 million at December 31, 1999. These accruals were
initially determined by the Company in January 1991, based on all then-available
information.  As  new  information  becomes  available,   including  information
provided by third parties,  and changing laws and  regulations,  the liabilities
are reviewed and the accruals adjusted quarterly.  Management believes, based on
its best  estimate,  that the Company has  adequately  provided for  remediation
costs that might be incurred,  or penalties  that might be imposed under present
environmental laws and regulations.

            When used in the  Management's  Discussion  and Analysis,  the words
"anticipate,"  "estimate"  and  similar  expressions  are  intended  to identify
forward-looking  statements  within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, which are intended to be covered by the
safe harbors created thereby.  Investors are cautioned that all  forward-looking
statements  involve risks and uncertainty,  including  without  limitation,  the
ability of the Company to develop,  market and sell its products, the effects of
competition and pricing and Company and industry  shipment levels.  Although the
Company believes that the assumptions underlying the forward-looking  statements
are reasonable, any of the assumptions could be inaccurate, and therefore, there
can be no assurance that the  forward-looking  statements  included  herein will
prove to be accurate.

New Accounting Standards

            In June  1998,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities" ("SFAS 133"). This  pronouncement  requires
all  derivative  instruments  to be reported at fair value on the balance sheet.
Depending on the nature of the derivative instrument, changes in fair value will
be recognized in net income or as an element of comprehensive  income.  SFAS 133
is effective for fiscal years beginning after June 15, 2000. The Company has not
engaged in  significant  activity  with  respect to  derivative  instruments  or
hedging activities in the past. Management of the Company has not yet determined
the impact,  if any,  of the  adoption  of SFAS 133 on the  Company's  financial
position or results of operations.



<PAGE>


Quantitative and Qualitative Disclosures About Market Risks

  Commodity Price Risk and Related Risks

            In the normal  course of business,  the Company is exposed to market
risk or price  fluctuation  related to the  purchase  of natural  gas,  precious
metals and steel  products.  To a lesser  extent,  the Company is exposed to the
risk of price  fluctuation on coal, coke,  natural gas liquids,  electricity and
certain nonferrous metals used as raw materials.  The Company is also exposed to
the effects of price  fluctuations  on the value of its  commodity  inventories,
specifically, H&H's precious metals inventories.

            The  Company's  market risk  strategy has  generally  been to obtain
competitive  prices for its products and services and allow operating results to
reflect market price movements dictated by supply and demand.

  Foreign Currency Exchange Rate Risk

            The Company is subject to the risk of price fluctuations  related to
anticipated   revenues  and  operating  costs,   firm  commitments  for  capital
expenditures and existing assets or liabilities  denominated in currencies other
than U.S. dollars. The Company has not generally used derivative  instruments to
manage this risk.

  Equity Price Risk

            The  Company  is subject to equity  price  risk  resulting  from its
investments in certain  marketable equity securities of unrelated  parties.  The
Company  accounts for its  investment in these  securities  in  accordance  with
Statement of Financial  Accounting  Standards  No. 115,  Accounting  for Certain
Investments in Debt and Equity Securities ("SFAS 115").

            At  December  31,  1999,  the Company  held $45.2  million in equity
securities classified as "trading" in accordance with SFAS 115. Each quarter the
Company  adjusts the carrying  amount of its trading  securities  to fair market
value, with any resulting  adjustment being charged or credited to other income.
At year-end 1999, a hypothetical 10% decrease in the value of the equity trading
securities  would have resulted in a $4.5 million  unfavorable  impact on pretax
income.  Such a  decrease  in value  might also  reduce  the  future  cash flows
generated from the ultimate liquidation of the investment in trading securities.

            At  December  31,  1999,  the Company  held $17.2  million in equity
securities  classified as "available for sale" in accordance with SFAS 115. Each
quarter  the Company  adjusts  the  carrying  amount of its  available  for sale
securities to fair market value, with any resulting  adjustment being charged or
credited,  net of the related income tax effect, to other comprehensive  income.
The  balance of  unrealized  gain at  December  31,  1999,  associated  with the
Company's  available for sale  securities  totaled $1.5 million,  net of tax. At
year-end 1999, a hypothetical  10% decrease in the value of the equity available
for sale securities  would have resulted in a $1.1 million  unfavorable  impact,
net of tax, on other  comprehensive  income. Such a decrease in value might also
reduce the future cash flows  generated  from the  ultimate  liquidation  of the
investment in trading securities.

            See Note F to the consolidated  financial  statements for additional
information concerning the Company's short-term investments.



<PAGE>


  Interest Rate Risk

            The Company is subject to the effects of interest  rate  fluctuation
on certain of its financial instruments. A sensitivity analysis of the projected
incremental  effect of a hypothetical 10% change in 1999 year-end interest rates
on the fair value of WHX's  financial  instruments  is provided in the following
table:

<TABLE>
<CAPTION>
                                                                                                Fair
                                                                       Carrying                Market               Incremental(1)
                                                                         Value                  Value                Incr./(Decr.)
                                                                         -----                  -----                -------------
                                                                                       (Dollars in Thousands)

<S>                                                                  <C>                   <C>                      <C>
Financial assets:
    Investments in fixed income securities........................   $     581,250         $   581,250              $  (25,938)
Financial liabilities:
    Fixed-rate long-term debt (including amounts due
        within one year)..........................................   $     555,665         $   534,360              $   34,025
</TABLE>

(1)         Reflects a 10% increase in interest rates for financial assets and a
            10% decrease in interest rates for financial liabilities.

            Fair  value of cash and cash  equivalents,  receivables,  short-term
borrowings,  accounts payable, accrued interest and variable-rate long-term debt
approximate  their carrying values and are relatively  insensitive to changes in
interest rates due to the short-term maturity of the instruments or the variable
nature of underlying interest rates. Accordingly, these items have been excluded
from the table above.

            At December 31, 1999, the Company's  investment  portfolio  included
U.S. government fixed income securities totaling $581.3 million.  The fair value
of these  instruments will increase or decrease as a result of changes in market
interest  rates.  The  Company  accounts  for  these   investments  as  "trading
securities"  as defined  by SFAS 115.  Accordingly,  each  quarter  the  Company
adjusts the balance of its  portfolio to fair market  value,  with any resulting
adjustment being charged or credited to income as an unrealized loss or gain and
included  in  other  income.  Realized  gains  and  losses  resulting  from  the
disposition  of such  investments  are  recorded as income in the period  during
which such disposition took place.  During 1999, the Company recognized realized
and unrealized losses totaling $49.4 million in connection with its fixed-income
securities investment portfolio.  The Company's exposure to increase in interest
rates that might  result in a  corresponding  decrease  in the fair value of its
fixed-income securities investment portfolio could have an unfavorable effect on
the Company's results of operations and cash flows. For additional  information,
see Note F to the consolidated financial statements.

            The Company attempts to maintain a reasonable  balance between fixed
and floating-rate debt in an attempt to keep financing costs as low as possible.
At December 31, 1999, a majority of the  Company's  portfolio of long-term  debt
consisted  of  fixed-rate  instruments.  Accordingly,  the  fair  value  of such
instruments   may  be   relatively   sensitive  to  effects  of  interest   rate
fluctuations.  In addition,  the fair value of such instruments is also affected
by investors'  assessments of the risks  associated with industries in which the
Company operates as well as the Company's overall  creditworthiness  and ability
to  satisfy  such  obligations  upon  their  maturity.  However,  the  Company's
sensitivity  to interest  rate declines and other market risks that might result
in a  corresponding  increase in the fair value of its fixed-rate debt portfolio
would only have an unfavorable  effect on the Company's result of operations and
cash flows to the extent that the Company elected to repurchase or retire all or
a  portion  of its  fixed-rate  debt  portfolio  at an  amount  in excess of the
corresponding carrying value.

            The Company has  entered  into an interest  rate swap for certain of
its  variable-rate  debt.  The swap agreement  covers a notional  amount of $125
million and converts $125 million of its  variable-rate  debt to fixed rate with
Citibank,  N.A. New York.  The fixed rate is 4.53%,  effective  January 4, 1999,
with a termination date of January 5, 2004; however, Citibank may designate July
5, 2000 as the termination date.

            See Note I to the consolidated  financial  statements for additional
information concerning the Company's long-term arrangements.



<PAGE>

Safe Harbor

            The Company's quantitative and qualitative  disclosures about market
risk include  forward-looking  statements with respect to  management's  opinion
about  the risk  associated  with the  Company's  financial  instruments.  These
statements  are based on certain  assumptions  with  respect  to market  prices,
interest  rates and other  industry-specific  risk factors.  To the extent these
assumptions  prove to be inaccurate,  future outcomes may differ materially from
those discussed above.


<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of WHX Corporation

            In our opinion, the accompanying consolidated balance sheets and the
related  consolidated  statements  of  operations,  cash flows and of changes in
stockholders'  equity present fairly,  in all material  respects,  the financial
position of WHX Corporation and its subsidiaries (the "Company") at December 31,
1999 and 1998, and the results of their operations and their cash flows for each
of the three years in the period ended  December 31, 1999,  in  conformity  with
accounting  principles  generally accepted in the United States. These financial
statements   are  the   responsibility   of  the   Company's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
auditing standards  generally accepted in the United States,  which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements,  assessing  the  accounting  principles  used and the
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for the opinion expressed above.

PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 10, 2000

<PAGE>

Item 8.           Financial Statements and Supplementary Data

Consolidated Statement of Operations (in Thousands except per share)

<TABLE>
<CAPTION>
                                                                               Year ended December 31,
                                                                               -----------------------
                                                                      1999               1998              1997
                                                                      ----               ----              ----

<S>                                                               <C>               <C>               <C>
Revenues:
Net sales ..................................................      $ 1,716,800       $ 1,645,498       $   642,096
Cost and expenses:
Cost of products sold, excluding depreciation ..............        1,430,389         1,376,431           720,722
Depreciation and amortization ..............................          104,856            96,870            49,445
Selling, administrative and general expense ................          142,388           120,981            68,190
Special charge .............................................             --                --              92,701
                                                                  -----------       -----------       -----------
                                                                    1,677,633         1,594,282           931,058
Operating income (loss) ....................................           39,167            51,216          (288,962)
Interest expense on debt ...................................           87,851            78,096            29,047
Other income ...............................................           26,420            89,696            50,668
                                                                  -----------       -----------       -----------
Income (loss) before taxes and extraordinary
    items ..................................................          (22,264)           62,816          (267,341)
Tax provision (benefit) ....................................           (6,430)           23,386           (93,569)
                                                                  -----------       -----------       -----------
Income (loss) before extraordinary items ...................          (15,834)           39,430          (173,772)
Extraordinary items--net of tax ............................              896             2,241           (25,990)
                                                                  -----------       -----------       -----------
Net income (loss) ..........................................          (14,938)           41,671          (199,762)
Dividend requirement for preferred stock ...................           20,608            20,608            20,657
                                                                  -----------       -----------       -----------
Net income (loss) available to common stock ................      $   (35,546)      $    21,063       $  (220,419)
                                                                  ===========       ===========       ===========
Basic income (loss) per share of common stock
Income (loss) before extraordinary item ....................      $     (2.30)      $      1.04       $     (8.83)
Extraordinary item--net of tax .............................              .06               .12             (1.18)
                                                                  -----------       -----------       -----------
Net income (loss) per share ................................      $     (2.24)      $      1.16       $    (10.01)
                                                                  ===========       ===========       ===========
Income (loss) per share of common stock
    --assuming dilution
Income (loss) before extraordinary item ....................      $     (2.30)      $       .99       $     (8.83)
Extraordinary item--net of tax .............................              .06               .12             (1.18)
                                                                  -----------       -----------       -----------
Net income (loss) per share--assuming dilution .............      $     (2.24)      $      1.11       $    (10.01)
                                                                  ===========       ===========       ===========

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
WHX CORPORATION


<PAGE>
                    Consolidated Balance Sheet (in Thousands)

<TABLE>
<CAPTION>
                                                                                            Year ended December 31,
                                                                                            -----------------------
                                                                                          1999                   1998
                                                                                          ----                   ----

                                     ASSETS
<S>                                                                                  <C>                    <C>
Current assets:
Cash and cash equivalents ....................................................       $    10,775            $    16,004
Short term investments .......................................................           659,356                702,082
Trade receivables, less allowance for doubtful accounts
    of $2,306 and $2,366 .....................................................           141,091                 97,552
Inventories ..................................................................           441,869                467,130
Prepaid expenses and deferred charges ........................................            14,622                 11,136
                                                                                     -----------            -----------
Total current assets .........................................................         1,267,713              1,293,904
Investment in associated companies ...........................................            80,490                 84,978
Property, plant and equipment, at cost less
    accumulated depreciation and amortization ................................           816,501                819,077
Intangibles, net of amortization .............................................           280,766                288,216
Deferred income taxes ........................................................           123,033                110,935
Intangible asset--pensions ...................................................              --                   50,449
Prepaid pension ..............................................................            40,336                   --
Deferred charges and other assets ............................................            64,727                 64,525
                                                                                     -----------            -----------
                                                                                     $ 2,673,566            $ 2,712,084
                                                                                     ===========            ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables ...............................................................       $   171,229            $   132,412
Short term debt ..............................................................           599,447                559,501
Payroll and employee benefits ................................................            78,162                 69,845
Federal, state and local taxes ...............................................            14,473                 12,516
Deferred income taxes--current ...............................................            67,793                 69,551
Interest and other ...........................................................            40,523                 40,589
Long-term debt due in one year ...............................................             1,810                    612
                                                                                     -----------            -----------
Total current liabilities ....................................................           973,437                885,026
Long-term debt ...............................................................           847,720                893,356
Pension liability ............................................................              --                    5,952
Other employee benefit liabilities ...........................................           400,425                423,225
Other liabilities ............................................................            71,181                 54,383
                                                                                     -----------            -----------
                                                                                       2,292,763              2,261,942
                                                                                     -----------            -----------
Redeemable common stock--282 shares and 298 shares ...........................             3,332                  3,630
                                                                                     -----------            -----------
Stockholders' Equity:
Preferred stock--$.10 par value; authorized 10,000
    shares; issued and outstanding: 5,883 shares .............................               589                    589
Common stock $.01 par value; authorized 60,000
    shares; issued and outstanding: 14,145 and 17,545 shares .................               141                    175
Accumulated other comprehensive income .......................................               945                  5,472
Additional paid-in capital ...................................................           553,861                582,795
Accumulated earnings  (deficit) ..............................................          (178,065)              (142,519)
                                                                                     -----------            -----------
                                                                                         377,471                446,512
                                                                                     -----------            -----------
                                                                                     $ 2,673,566            $ 2,712,084
                                                                                     ===========            ===========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
WHX CORPORATION

<PAGE>

Consolidated Statement of Cash Flows (in Thousands)
<TABLE>
<CAPTION>
                                                                                               Year Ended December 31,
                                                                                               -----------------------
                                                                                         1999           1998*          1997*
                                                                                         ----           -----          -----
<S>                                                                                   <C>            <C>            <C>
Cash flows from operating activities:
Net income (loss) .................................................................   $ (14,938)     $  41,671      $(199,762)
Items not affecting cash from operating activities:
    Depreciation and amortization .................................................     104,856         96,870         49,776
    Other postretirement benefits .................................................      (8,065)        (8,409)         2,322
    Extraordinary items, net of tax ...............................................        (896)        (2,241)        25,990
    Income taxes ..................................................................      (9,264)        19,575        (94,029)
    (Gain) loss on asset dispositions .............................................         408         (8,998)         2,335
    Special charges, net of current portion .......................................        --             --           69,137
    Pension expense ...............................................................       4,341          9,236          9,327
    Equity loss (income) in affiliated companies ..................................      (4,343)        (5,699)         1,644
Decrease (increase) in working capital elements, net of effect of acquisitions:
    Trade receivables .............................................................     (47,427)        (7,487)       (43,188)
    Trade receivables sold ........................................................       5,000         26,000         24,000
    Inventories ...................................................................      26,214         (4,821)       (69,355)
    Short term investments-trading ................................................      51,638       (142,069)       (70,239)
    Investment account borrowings .................................................       8,040        212,012        206,649
    Other current assets ..........................................................      (3,406)        38,383        (12,639)
    Other current liabilities .....................................................      46,600        (38,661)        69,411
Other items--net ..................................................................       5,098            613         15,705
                                                                                      ---------      ---------      ---------
Net cash provided by (used in) operating activities ...............................     163,856        225,975        (12,916)
                                                                                      ---------      ---------      ---------
Cash flows from investing activities:
    Plant additions and improvements ..............................................    (104,035)       (48,250)       (36,779)
    Short term investments--available for sale ....................................     (14,971)         6,740        (26,290)
    Handy & Harman acquisition, net of cash acquired ..............................        --         (402,632)       (13,222)
    Clinch-on acquisition .........................................................        --           (8,335)          --
    Vinyl Corp acquisition, net of cash acquired ..................................     (12,827)          --             --
    Other investments .............................................................       3,212           --           (7,150)
    Proceeds from sales of assets .................................................      11,222            835          1,217
    Dividends from affiliated companies ...........................................       5,594          5,000          2,500
                                                                                      ---------      ---------      ---------
Net cash used in investing activities .............................................    (111,805)      (446,642)       (79,724)
                                                                                      ---------      ---------      ---------
Cash flows from financing activities:
    Long-term debt proceeds, net of issuance cost .................................        --          561,749        340,455
    Long-term debt retirement .....................................................     (44,438)      (267,321)      (268,766)
    Premium on early debt retirement ..............................................        --             --          (32,600)
    Letter of credit collateralization ............................................       8,229          1,520         16,984
    Short-term borrowings (payments) ..............................................      31,906        (18,929)        89,546
    Common stock purchases ........................................................     (30,591)       (20,228)       (55,604)
    Preferred stock purchases .....................................................        --             --           (9,839)
    Preferred stock dividends .....................................................     (20,608)       (20,608)       (20,657)
    Redemption of equity issues ...................................................        (209)           300           (897)
    Dividends on minority interest in consolidated
      subsidiaries ................................................................      (1,569)          (814)          --
                                                                                      ---------      ---------      ---------
Net cash provided by (used in) financing activities ...............................     (57,280)       235,669         58,622
                                                                                      ---------      ---------      ---------
Increase (decrease) in cash and cash equivalents ..................................      (5,229)        15,002        (34,018)
Cash and cash equivalents at beginning of year ....................................      16,004          1,002         35,020
                                                                                      ---------      ---------      ---------
Cash and cash equivalents at end of year ..........................................   $  10,775      $  16,004      $   1,002
                                                                                      =========      =========      =========

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
WHX CORPORATION
*  Reclassified to conform to 1999 presentation


<PAGE>

Consolidated Statement of Changes in Stockholders' Equity (Dollars and shares in
thousands)

<TABLE>
<CAPTION>
                                                                                                   Accumulated
                                                                                                      Other
                                                        Common     Preferred       Treasury       Comprehensive       Comprehensive
                                                         Stock       Stock           Stock           Income              Income
                                                         -----       -----           -----           ------              ------
<S>                                                      <C>       <C>        <C>                   <C>                <C>
Balance January 1, 1997................................  $   245   $   614    $         (1,382)                --
Net loss...............................................       --        --                  --                             (199,762)
Other comprehensive income, net of tax
Unrealized gains arising during period.................                                                                      15,754
Foreign currency translation adjustments...............                                                                          --
                                                                                                                     --------------
Other comprehensive income.............................                                                    15,754            15,754
                                                                                                                     --------------
Comprehensive income...................................                                                                    (184,008)
                                                                                                                           ========
EIP shares sold (4 shares).............................       --        --                  --
Stock options exercised (1,735 shares).................        2        --                  --
WPN stock option.......................................       --        --                  --
401K contribution (107 shares).........................        1        --                  --
Purchase of treasury stock (5,537 shares)..............       --        --             (55,602)
Retirement of treasury stock
    (5,489 shares).....................................      (55)       --              54,766
Retirement of preferred stock (254 shares).............       --       (25)                 --
Preferred dividends....................................       --        --                  --
                                                         -------   -------    ----------------   ----------------
Balance December 31, 1997..............................      193       589              (2,218)            15,754
Net income.............................................       --        --                  --                               41,671
Other comprehensive income, net of tax
Unrealized gains arising during period.................                                                                       6,200
Reclassification adjustment for
    gains included in net income.......................                                                                     (16,565)
Foreign currency translation adjustments...............                                                                          83
                                                                                                                     --------------
Other comprehensive income.............................                                                   (10,282)          (10,282)
                                                                                                                     --------------
Comprehensive income...................................                                                                      31,389
                                                                                                                     ==============
EIP shares sold (9 shares).............................       --        --                  --
Stock options exercised (161 shares)...................        1        --                  --
401K contribution (89 shares)..........................        1        --                  --
Purchase of treasury stock
    (1,780 shares).....................................       --        --             (20,228)
Retirement of treasury stock
    (1,985 shares).....................................      (20)       --              22,446
Preferred dividends....................................       --        --                  --
                                                         -------   -------    ----------------   ----------------
Balance December 31, 1998..............................      175       589                   0              5,472
Net loss...............................................       --        --                  --                              (14,938)
Other comprehensive income, net of tax
Unrealized gains arising during period.................                                                                       3,393
Reclassification adjustment for
    gains included in net income.......................                                                                      (7,332)
Foreign currency translation
    adjustments........................................                                                                        (588)
                                                                                                                     --------------
Other comprehensive income.............................                                                    (4,527)           (4,527)
                                                                                                                     --------------
Comprehensive income...................................                                                                     (19,465)
                                                                                                                     ==============
EIP shares sold (1 share)..............................                 --                  --
Stock options exercised (11 shares)....................       --        --                  --
401k contribution (182 shares).........................        2        --                  --
Purchase of treasury stock
    (3,594 shares).....................................       --        --             (30,591)
Retirement of treasury stock
    (3,594 shares).....................................      (36)       --              30,591
Preferred dividends....................................       --        --                  --
                                                         -------   -------    ----------------   ----------------
Balance December 31, 1999..............................  $   141   $   589    $              0   $            945
                                                         =======   =======    ================   ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                             Accumulated     Capital in
                                                              Earnings        Excess of
                                                              (Deficit)       Par Value
                                                              ---------       ---------

<S>                                                      <C>                 <C>
Balance January 1, 1997................................  $         56,837    $      658,123
Net loss...............................................          (199,762)               --
Other comprehensive income, net of tax
Unrealized gains arising during period.................
Foreign currency translation adjustments...............

Other comprehensive income.............................

Comprehensive income...................................

EIP shares sold (4 shares).............................                                  67
Stock options exercised (1,735 shares).................                               1,388
WPN stock option.......................................                               6,678
401K contribution (107 shares).........................                                 927
Purchase of treasury stock (5,537 shares)..............                --                --
Retirement of treasury stock
    (5,489 shares).....................................                --           (54,712)
Retirement of preferred stock (254 shares).............                --            (9,814)
Preferred dividends....................................           (20,657)               --
                                                         ----------------    --------------
Balance December 31, 1997..............................          (163,582)          602,657
Net income.............................................            41,671                --
Other comprehensive income, net of tax
Unrealized gains arising during period.................
Reclassification adjustment for
    gains included in net income.......................
Foreign currency translation adjustments...............

Other comprehensive income.............................

Comprehensive income...................................

EIP shares sold (9 shares).............................                --               137
Stock options exercised (161 shares)...................                --             1,339
401K contribution (89 shares)..........................                --             1,088
Purchase of treasury stock
    (1,780 shares).....................................                --           (22,426)
Retirement of treasury stock
    (1,985 shares).....................................                --                --
Preferred dividends....................................           (20,608)               --
                                                         ----------------    --------------
Balance December 31, 1998..............................          (142,519)          582,795
Net loss...............................................           (14,938)               --
Other comprehensive income, net of tax
Unrealized gains arising during period.................
Reclassification adjustment for
    gains included in net income.......................
Foreign currency translation
    adjustments........................................

Other comprehensive income.............................

Comprehensive income...................................

EIP shares sold (1 share)..............................                --                10
Stock options exercised (11 shares)....................                --                78
401k contribution (182 shares).........................                --             1,533
Purchase of treasury stock
    (3,594 shares).....................................                --                --
Retirement of treasury stock
    (3,594 shares).....................................                --           (30,555)
Preferred dividends....................................           (20,608)               --
                                                         ----------------    --------------
Balance December 31, 1999..............................  $       (178,065)   $      553,861
                                                         ================    ==============

</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
WHX CORPORATION


<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Policies

             The  accounting  policies  presented  below have been  followed  in
preparing the accompanying consolidated financial statements.

             The   preparation  of  financial   statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Principles of Consolidation

             The consolidated  financial  statements include the accounts of all
subsidiary companies. All significant intercompany accounts and transactions are
eliminated  in  consolidation.  The Company uses the equity method of accounting
for investments in unconsolidated companies owned 20% or more.

Business Segment

             The  Company  is a  holding  company  that has been  structured  to
acquire and operate a diverse group of businesses on a decentralized basis, with
a corporate  staff  providing  strategic  direction  and support.  The Company's
primary  business  currently  is  Wheeling-Pittsburgh   Corporation  ("WPC"),  a
vertically  integrated  manufacturer of value-added  flat rolled steel products.
The Company's other  businesses  include Handy & Harman  ("H&H"),  a diversified
industrial  manufacturing  company whose strategic  business units encompass (a)
manufacturing and selling of non-precious  metal wire, cable and tubing products
including carbon steel,  stainless steel and specialty alloys; (b) manufacturing
and selling of precious metals products and precision electroplated material and
stamped parts;  and (c)  manufacturing  and selling of other specialty  products
supplied to roofing,  construction,  natural gas, electric and water industries;
and Unimast  Incorporated  ("Unimast"),  a leading manufacturer of steel framing
and other  products for  commercial and  residential  construction.  See segment
disclosure in Note R.

Cash and Cash Equivalents

             Cash and cash  equivalents  include cash on hand and on deposit and
highly liquid debt instruments with original maturities of three months or less.

Fair Value of Financial Instruments

             The  recorded  amounts of cash and cash  equivalents,  receivables,
short-term  borrowings,  accounts payable,  accrued interest,  and variable-rate
long-term  debt  approximate  fair value because of the short  maturity of those
instruments  or the variable  nature of underlying  interest  rates.  Short-term
investments  are  recorded at fair  market  value based on trading in the public
market.  Redeemable  common stock is recorded at the redemption  amount which is
considered to approximate fair value.
See Note I for a description of fair value of debt instruments.

Inventories

             Inventories are stated at cost which is lower than market.  Cost is
determined  by the  last-in  first-out  ("LIFO")  method for  substantially  all
inventories.  H&H's  non-precious  metals inventories are stated at the lower of
cost  (principally  average)  or market.  For  precious  metals  inventories  no
segregation  among  raw  materials,  work  in  process  and  finished  goods  is
practicable.  In 1999 and  1998,  approximately  80% and 75%,  respectively,  of
inventories are valued using the LIFO method.


<PAGE>

Property, Plant and Equipment

             WPC's  depreciation  is  computed  on  the  straight-line  and  the
modified  units of  production  methods for  financial  statement  purposes  and
accelerated  methods for income tax purposes.  The modified  units of production
method  adjusts  the  straight-line  method  based  on an  activity  factor  for
operating  assets.  Adjusted  annual  depreciation is not less than 60% nor more
than  110%  of  straight-line   depreciation.   Accumulated  depreciation  after
adjustment   is  not  less  than  75%  nor  more  than  110%  of   straight-line
depreciation.  Interest cost is  capitalized  for  qualifying  assets during the
assets' acquisition period. Capitalized interest cost is amortized over the life
of the asset.  Depreciation on H&H and Unimast property,  plant and equipment is
provided principally on the straight-line method over the estimated useful lives
of the assets.

             Maintenance  and  repairs  are  charged  to  income.  Renewals  and
betterments  made  through  replacements  are  capitalized.  Profit  or  loss on
property dispositions is credited or charged to income.

Intangibles and Amortization

             The excess of purchase  price over net assets  acquired in business
combinations is being amortized on the straight-line  method for periods ranging
from 15 to 40 years.  Purchased  patents are stated at cost,  which is amortized
over the respective remaining lives of the patents.

             The Company  uses  estimated  future  undiscounted  cash flows when
evaluating the  recoverability  of the  unamortized  balance of excess  purchase
price over net assets acquired in a business combination.  The assessment of the
recoverability  of goodwill will be impacted if estimated  future operating cash
flows are not achieved.

Pensions, Other Postretirement and Postemployment Plans

             The  Company  has  tax  qualified  defined  benefit  pension  plans
covering United  Steelworkers of America  ("USWA")-represented  hourly employees
and substantially all salaried employees and tax qualified defined  contribution
pension plans covering other hourly employees. The defined benefit plan covering
USWA-represented employees provides for a defined monthly benefit based on years
of service.  The defined  benefit plan covering  salaried  employees is based on
contributions  based on a percentage  of  compensation  with a minimum  based on
years of service. The defined contribution plans provide for contributions based
on a  rate  per  hour  worked  for  hourly  employees.  Costs  for  the  defined
contribution  plans are being funded  currently.  Unfunded  accumulated  benefit
obligations  under the defined  benefit plan are subject to annual  minimum cash
funding   requirements  under  the  Employees  Retirement  Income  Security  Act
("ERISA").

             The  Company  sponsors  medical  and life  insurance  programs  for
substantially all employees. Similar group medical programs extend to a group of
pensioners and dependents.  The management plan provides basic medical and major
medical benefits on a non-contributory basis through age 65.

Stock-Based Compensation

             Pursuant to the  provisions  of Statement  of Financial  Accounting
Standards No. 123 ("SFAS 123")  "Accounting for Stock-Based  Compensation,"  the
Company  accounts  for  employee   stock-based   compensation  under  Accounting
Principle Board No. 25, "Accounting for Stock Issued to Employees."

Environmental Matters

             The  Company  accrues  for  losses  associated  with  environmental
remediation  obligations when such losses are probable and reasonably estimable.
Accruals  for  estimated  losses  from  environmental   remediation  obligations
generally are  recognized no later than  completion of the remedial  feasibility
study.

             Such  accruals  are  adjusted  as further  information  develops or
circumstances change. Costs of future expenditures for environmental remediation
obligations   are  not  discounted  to  their  present   value.   Recoveries  of
environmental  remediation  costs from other parties are recorded as assets when
their receipt is deemed probable.


<PAGE>

Earnings Per Share

             In 1997,  the Company  adopted  Statement of  Financial  Accounting
Standards No. 128 ("SFAS 128") "Earnings per Share." Pursuant to SFAS 128, basic
earnings per share is based on the weighted  average  number of shares of Common
Stock outstanding during each year, excluding redeemable common shares.  Diluted
earnings per share gives effect to dilutive  potential common shares outstanding
during the period.

Foreign Currency Translation

             Assets and liabilities of foreign subsidiaries have been translated
at  current  exchange  rates,  and  related  revenues  and  expenses  have  been
translated  at average  rates of exchange in effect  during the year.  Resulting
cumulative translation adjustments have been recorded as a separate component of
accumulated other comprehensive income.

Note A--Collective Bargaining Agreement

             WPC's prior  labor  agreement  with the USWA  expired on October 1,
1996.  On August 1, 1997,  WPC and the USWA  announced  that they had  reached a
tentative agreement on the terms of a new collective bargaining  agreement.  The
tentative  agreement  was  ratified  on  August  12,  1997  by  USWA-represented
employees,  ending a ten month strike. The new collective  bargaining  agreement
provided for a defined benefit pension plan, a retirement  enhancement  program,
short-term bonuses and special assistance payments for employees not immediately
recalled  to work and $1.50 in hourly wage  increases  over its term of not less
than five years.  It also  provided  for the  reduction  of 850 jobs,  mandatory
multicrafting as well as modification of certain work practices.

Note B--Handy & Harman Acquisition

             On April 13, 1998, the Company completed the acquisition of Handy &
Harman ("H&H") and merged it with a wholly-owned  subsidiary of the Company (the
"Merger").  The Transaction had a total value of  approximately  $651.4 million,
including  the  assumption  of   approximately   $229.6  million  in  debt.  The
acquisition was accounted for as a purchase  business  combination in accordance
with Accounting  Principles  Board Opinion No. 16 ("APB 16").  Accordingly,  the
assets and  liabilities  of Handy & Harman have been  adjusted to reflect  their
relative  fair  values at the date of  acquisition.  The excess of the  purchase
price over the fair value of the net assets acquired totaled $292 million and is
being amortized over a period of 40 years.  The Company financed the transaction
through cash on hand and a private  placement of debt securities of the Company.
See Note S.

             The following  pro forma  disclosure is presented as if the Handy &
Harman acquisition had occurred on January 1 of the respective periods.

<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                                                      -----------------------
                                                             1998                               1997
                                                             ----                               ----
                                                                  (in millions, except per share)

<S>                                                     <C>                                <C>
Revenue..............................................   $      1,765.8                     $    1,093.2
Income (loss) before extra-ordinary items............             36.5                           (194.6)
Net income (loss)....................................             38.8                           (220.6)
Basic income (loss) per share:.......................   $         1.00                     $     (10.95)
Diluted income (loss) per share:.....................   $          .95                     $     (10.95)

</TABLE>

             The  results of Handy & Harman  included in the pro forma have been
adjusted to exclude merger related transaction costs.

Note C--Special Charge--Labor Agreement

             The Company recorded a special charge of $92.7 million in 1997. The
special  charge is  primarily  related to certain  benefits  included in its new
collective bargaining agreement.


<PAGE>

             The special charge included enhanced retirement benefits paid under
the  defined  benefit  pension  program  which  totaled  $66.7  million and were
recorded under the provisions of Statement of Financial  Accounting Standard No.
88,  "Employers'  Accounting For Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination  Benefits"  ("SFAS No. 88"), and various other
charges which totaled $26.0  million.  These charges  included $15.5 million for
signing and retention bonuses,  $3.8 million for special assistance  payments to
laid-off  employees  and other  employee  benefits and $6.7 million for the fair
value of a stock option grant to WPN Corp. for its  performance in negotiating a
new labor agreement.

Note D--Pensions, Other Postretirement and Postemployment Benefits

Pension Programs

             On August  12,  1997 the  Company  established  a  defined  benefit
pension  plan  for most  USWA  represented  employees  pursuant  to a new  labor
agreement.  The plan  includes  individual  participant  accounts  of those USWA
represented employees from the prior hourly defined contribution plan and merges
those accounts into the defined benefit plan.

             The Company also established a supplemental defined benefit pension
plan for salaried employees and provides defined  contribution pension plans for
salaried  and  certain  other  hourly  employees.  These tax  qualified  defined
contribution plans provide,  in the case of the salaried employees an increasing
company   contribution   based  on  age  and  in  certain  cases  an  increasing
contribution  based  on  age an  service.  For  the  hourly  employees,  company
contributions are made for each hour worked based on the age of its employees.

             As of December 31, 1999,  $131.1 million of fully vested funds were
held in trust for benefits earned under the hourly defined  contribution pension
plans.  Approximately 87% of the trust assets were invested in equities,  12% in
fixed income investments, and 1% in cash and cash equivalents.

             As of December  31, 1999,  $41.6  million of fully vested funds are
held  in  trust  for  benefits  earned  under  the  salaried  employees  defined
contribution plan. Approximately 87% of the assets are invested in equities, 12%
are in fixed income investments,  and 1% in cash and cash equivalents.  All plan
assets are invested by professional investment managers.

             All  pension   provisions  charged  against  income  totaled  $12.6
million, $14.2 million and $9.8 million in 1997, 1998 and 1999, respectively. In
1997, the Company also recorded a $66.7 million  charge for enhanced  retirement
benefits paid under the defined  benefit  pension plan,  pursuant to a new labor
agreement.

The Defined Benefit Plans

             The plan covering most USWA--represented  employees was established
pursuant to a collective bargaining agreement ratified on August 12, 1997. Prior
to that date,  benefits were provided through a defined  contribution  plan, the
Wheeling-Pittsburgh  Steel  Corporation  Retirement  Security Plan  ("Retirement
Security Plan"). The plan also includes individual participant accounts from the
Retirement Security Plan. The assets of the Retirement Security Plan were merged
into the defined benefit pension plan as of December 1, 1997.

             Since the plan includes the account  balances  from the  Retirement
Security Plan, the plan includes both defined  benefit and defined  contribution
features.  The gross benefit,  before offsets,  is calculated  based on years of
service and the current benefit  multiplier under the plan. This gross amount is
then offset for benefits payable from the Retirement  Security Plan and benefits
payable by the Pension Benefit Guaranty  Corporation from previously  terminated
plans.  Individual  employee accounts  established under the Retirement Security
Plan are maintained until retirement.  Upon retirement, the account balances are
converted into monthly benefits that serve as an offset to the gross benefit, as
described above. Aggregate account balances held in trust in individual employee
accounts,  which will be available upon  retirement to offset the gross benefit,
totaled $130.3 million at December 31, 1999.

             As part of the new labor  agreement,  the Company offered a limited
program of Retirement Enhancements.  The Retirement Enhancement program provided
for unreduced  retirement  benefits to the first 850 employees who retired after
October 1, 1996. In addition,  each retiring  participant could elect a lump sum
payment of $25,000 or a $400 monthly  supplement payable until age 62. More than
850 employees  applied for  retirement  under this program by December 31, 1998.
The
<PAGE>

Retirement Enhancement program represented a Curtailment and Special Termination
Benefits  under SFAS No. 88. The Company  recorded a charge of $66.7  million in
1997 to cover the retirement enhancement program.

             In May,  1998 WHX completed the merger of its pension plan with the
pension plan of its wholly-owned  H&H subsidiary.  Under the terms of the merged
WHX Pension Plan, there are a series of benefit  structures,  which  essentially
continue  the various  pension  plans for  employees of the WPC and H&H plans as
they existed before the merger.

             At the time of the merger of the pension  plans,  the assets in the
H&H pension plans exceeded the plans' liabilities by approximately $155 million.
At that time,  the  liabilities of the WHX pension plan exceeded their assets by
approximately  $150 million.  The pension plan merger thus  eliminated  both the
underfunding  in the WHX pension plan and the Company's  balance sheet liability
at the merger date,  and materially  reduced the Company's net periodic  pension
expense in future periods. Furthermore, based on the Company's current actuarial
assumptions,  the merged pension plan is substantially funded and will therefore
eliminate approximately $135 million of cash funding obligations of the Company.

             In  addition  to the  aforementioned  defined  benefit  plans,  for
certain operations, H&H has a non-qualified pension plan for current and retired
employees.

             The Company's  funding  policy is to contribute  annually an amount
that satisfies the minimum funding standards of ERISA.

             In 1998 the Company 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.

             The  following  table  presents a  reconciliation  of beginning and
ending balances of the projected benefit obligation.

<TABLE>
<CAPTION>
                                                                                 1999                           1998
                                                                                 ----                           ----
                                                                                        (Dollars in Thousands)

<S>                                                                       <C>                             <C>
Benefit obligation at January 1.......................................    $        309,723                $       172,431
Service cost..........................................................               6,683                          6,163
Interest cost.........................................................              20,122                         16,495
Actuarial (gain)/loss.................................................             (25,879)                         6,771
Benefits paid.........................................................             (23,541)                       (30,232)
Plan amendments -implementation.......................................                  10                            813
Business combinations.................................................                  --                        122,442
Transfers from DC plans...............................................               3,242                         14,270
                                                                          ----------------                ---------------
Benefit obligation at December 31.....................................    $        290,360                $       309,153
                                                                          ================                ===============
</TABLE>


<PAGE>

The following table presents a  reconciliation  of beginning and ending balances
of the fair value of plan assets.

<TABLE>
<CAPTION>
                                                          1999                            1998
                                                          ----                            ----
                                                                 (Dollars in Thousands)

<S>                                                  <C>                             <C>
Fair value of plan assets at January 1...........    $        297,740                $         5,180
Actual return on plan assets.....................              30,161                         33,390
Employer Contributions...........................                  --                             --
Benefits paid....................................             (23,531)                       (30,232)
Business combinations............................                  --                        275,132
Transfers from DC plans..........................               3,242                         14,270
                                                     ----------------                ---------------
Fair value of plan assets at December 31.........    $        307,612                $       297,740
                                                     ================                ===============
Funded status....................................    $         17,252                $       (11,413)
Unrecognized prior service cost..................              64,716                         71,017
Unrecognized actuarial (gain)/loss...............             (42,090)                       (15,107)
                                                     ----------------                ---------------
Net amount recognized............................    $         39,878                $        44,497
                                                     ================                ===============
</TABLE>

The  following  table  presents  the  amounts  recognized  in the  statement  of
financial position.

<TABLE>
<CAPTION>
                                                         1999                            1998
                                                         ----                            ----
                                                                (Dollars in Thousands)

<S>                                                 <C>                             <C>
Prepaid benefit cost.............................   $         39,878                $            --
Accrued benefit liability........................                 --                         (5,952)
Intangible asset.................................                 --                         50,449
Accumulated other comprehensive income...........                 --                             --
                                                    ----------------                ---------------
Net amount recognized............................   $         39,878                $        44,497
                                                    ================                ===============
</TABLE>

The following table presents the components of net periodic pension cost.

<TABLE>
<CAPTION>
                                                      1999               1998               1997
                                                      ----               ----               ----
                                                                (Dollars in Thousands)

<S>                                              <C>              <C>                 <C>
Service cost.................................    $      6,683     $        6,163      $        2,278
Interest cost................................          20,122             16,494               4,172
Expected return on plan assets...............         (28,994)           (18,619)                 --
Curtailment loss.............................              --                 --              66,676
Amortization of prior service cost...........           6,524              6,509               2,877
Recognized actuarial (gain)/loss.............               6             (1,401)                 --
                                                 ------------     --------------      --------------
Total........................................    $      4,341     $        9,146      $       76,003
                                                 ============     ==============      ==============
</TABLE>

The following table presents the weighted-average assumptions at December 31,

<TABLE>
<CAPTION>
                                                      1999               1998               1997
                                                      ----               ----               ----

<S>                                                    <C>                 <C>                <C>
Discount rate..................................        8.0%                6.5%               7.0%
Expected return on assets......................       10.0%               10.0%              10.0%
Rate of compensation increase..................        4.0%                4.0%                N/A

</TABLE>

<PAGE>


The following table presents the plans with the accumulated  benefit  obligation
in excess of plan assets.
<TABLE>
<CAPTION>
                                                       1999                            1998
                                                       ----                            ----
                                                              (Dollars in Thousands)

<S>                                               <C>                             <C>
Projected benefit obligation..................    $            619                $       309,153
Accumulated benefit obligation................                 308                        303,692
Fair value of assets..........................                   0                        297,740
</TABLE>

401(k) Plans

             The Company matches salaried employee  contributions to the WPC and
H&H 401(k) plans with shares of the Company's  Common Stock.  WPC matches 50% of
the employees  contributions  with a limit of 3% of the employee's  salary.  H&H
matches 50% of the first 3% of the  employee's  contribution.  At  December  31,
1997,  1998 and 1999, the 401(k) plans held 275,537  shares,  301,252 shares and
452,769 shares of the Company's Common Stock, respectively.

Postemployment Benefits

             The Company provides benefits to former or inactive employees after
employment  but  before  retirement.   Those  benefits  include,  among  others,
disability,  severance and workers' compensation. The assumed discount rate used
to measure the benefit  liability  was 6.5% at  December  31, 1998 and,  8.0% at
December 31, 1999.

Other Postretirement Benefits

             The  Company  sponsors  postretirement  benefit  plans  that  cover
certain management and hourly retirees and dependents. The plans provide medical
benefits  including  hospital,  physicians'  services and major medical  expense
benefits and a life  insurance  benefit.  The hourly  employees'  plans  provide
non-contributory  basic medical and a supplement to Medicare benefits, and major
medical coverage to which the Company  contributes 50% of the insurance  premium
cost. The management plan has provided basic medical and major medical  benefits
on a non-contributory basis through age 65.

             The Company accounts for these benefits in accordance with SFAS No.
106. The cost of postretirement medical and life benefits for eligible employees
is accrued  during the  employee's  service period through the date the employee
reaches full benefit eligibility.  The Company defers and amortizes  recognition
of changes to the  unfunded  obligation  that arise from the  effects of current
actuarial  gains and losses and the  effects  of  changes  in  assumptions.  The
Company funds the plans as current benefit  obligations are paid.  Additionally,
in 1994 the Company  began  funding a  qualified  trust in  accordance  with its
collective  bargaining  agreement.   The  new  collective  bargaining  agreement
provides  for the use of those  funds to pay  current  benefit  obligations  and
suspends additional funding until 2002.

             The  following  table  presents a  reconciliation  of beginning and
ending balances of the Accumulated Postretirement Benefit Obligation ("APBO").

<TABLE>
<CAPTION>
                                                                     1999                            1998
                                                                     ----                            ----
                                                                            (Dollars in Thousands)

<S>                                                             <C>                             <C>
APBO at January 1...........................................    $        306,839                $       308,812
Service cost................................................               2,650                          2,264
Interest cost...............................................              19,396                         19,539
Actuarial (gain)............................................             (28,943)                        (3,359)
Benefits paid...............................................             (22,772)                       (28,074)
Business combinations.......................................                  --                          7,657
                                                                ----------------                ---------------
APBO at December 31.........................................    $        277,170                $       306,839
                                                                ================                ===============
</TABLE>


<PAGE>
The following table presents a  reconciliation  of beginning and ending balances
of the fair value of plan assets.
<TABLE>
<CAPTION>

                                                                                  1999                            1998
                                                                                  ----                            ----
                                                                                         (Dollars in Thousands)

<S>                                                                          <C>                             <C>
Fair value of plan assets at January 1...................................    $            424                $         7,795
Actual return on plan assets.............................................                  23                            137
Benefits paid............................................................                (447)                        (7,508)
                                                                             ----------------                ---------------
Fair value of plan assets at December 31.................................    $             --                $           424
                                                                             ================                ===============

The  following  table  presents  the  amounts  recognized  in the  statement  of
financial position as of December 31.

Funded status............................................................    $       (277,170)               $      (306,415)
Unrecognized prior service cost..........................................             (32,649)                       (36,568)
Unrecognized actuarial gain..............................................             (92,572)                       (70,094)
                                                                             ----------------                ---------------
Net amount recognized....................................................    $       (402,391)               $      (413,077)
                                                                             ================                ===============
</TABLE>

The following table presents the components of net periodic benefit cost.

<TABLE>
<CAPTION>
                                                                              1999               1998               1997
                                                                              ----               ----               ----
                                                                                        (Dollars in Thousands)

<S>                                                                      <C>              <C>                 <C>
Service cost........................................................     $      2,650     $        2,264      $        2,488
Interest cost.......................................................           19,396             19,539              20,950
Expected return on plan assets......................................               (6)              (156)                 --
Amortization of prior service cost..................................           (3,309)            (3,918)                 --
Recognized actuarial gain...........................................           (3,918)            (5,696)             (7,490)
                                                                         ------------     --------------      --------------
Total...............................................................     $     14,813     $       12,033      $       15,948
                                                                         ============     ==============      ==============
</TABLE>

The following table presents the weighted-average assumptions at December 31,

<TABLE>
<CAPTION>
                                                                            1999               1998               1997
                                                                            ----               ----               ----

<S>                                                                          <C>                 <C>                <C>
Discount rate.......................................................         8.0%                6.5%               7.0%
Expected return on assets...........................................         8.0%                8.0%               8.0%
Health care cost trend rate.........................................         8.0%                8.5%               9.0%

</TABLE>

             For measurement purposes,  medical costs are assumed to increase at
annual rates as stated above and declining gradually to 5.5% in 2004 and beyond.
The health care cost trend rate assumption has  significant  effect on the costs
and  obligation  reported.  A 1%  increase in the health care cost trend rate in
each year would result in  approximate  increases in the APBO of $20.4  million,
and net periodic benefit cost of $3.8 million.  A 1% decrease in the health care
cost trend rate would result in  approximate  decreases of $18.2 million in APBO
and net periodic benefit cost of $3.4 million.

Coal Industry Retiree Health Benefit Act

             The Coal Industry  Retiree  Health  Benefit Act of 1992 (the "Act")
created a new United Mine  Workers of America  postretirement  medical and death
benefit  plan to replace  two  existing  plans which had  developed  significant
deficits. The Act assigns companies the remaining benefit obligations for former
employees and  beneficiaries,  and a pro rata allocation of benefits  related to
unassigned  beneficiaries  ("orphans").  The Company's  obligation under the Act
relates to its previous ownership of coal mining operations.

             At  December  31,  1999  the   actuarially   determined   liability
discounted  at 8.0%  covering  460  assigned  retirees  and  dependents  and 166
orphans,  totaled $9.5 million. At December 31, 1998, the actuarially determined
liability  discounted at 6.5% covering 494 assigned  retirees and dependents and
188 orphans, totaled $11.0 million. The Company recorded an extraordinary charge
of  $1.7  million  (net of tax) in 1997  related  to  assignment  of  additional
orphans.

<PAGE>

Note E--Income Taxes

<TABLE>
<CAPTION>
                                                                               Year Ended December 31,
                                                                               -----------------------
                                                                    1999                1998             1997
                                                                    ----                ----             ----
                                                                               (Dollars in Thousands)

<S>                                                              <C>                <C>                <C>
Income Taxes Before Extraordinary Items
Current
    Federal tax provision (benefit) ....................         $     (96)         $   1,854        $      --
    State tax provision ................................             3,055              1,573              460
    Foreign tax provision (benefit) ....................              (125)                22               --
                                                                 ---------          ---------          -------
             Total income taxes current ................             2,834              3,449              460
                                                                 ---------          ---------          -------
Deferred
    Federal tax provision (benefit) ....................            (9,264)            19,575          (94,029)
    State tax provision ................................              --                  362               --
                                                                 ---------          ---------          -------
Income tax provision (benefit) .........................         $  (6,430)         $  23,386        $ (93,569)
                                                                 =========          =========          =========
Total Income Taxes
Current
    Federal tax provision (benefit) ....................         $     (96)         $   1,854        $      --
    State tax provision ................................             3,055              1,573              460
    Foreign tax provision (benefit) ....................              (125)                22               --
                                                                 ---------          ---------        ---------
             Total income taxes current ................             2,834              3,449              460
                                                                 ---------          ---------        ---------
Deferred
    Federal tax provision (benefit) ....................            (8,782)            20,781         (108,024)
    State tax provision ................................              --                  362               --
                                                                 ---------          ---------        ---------
Income tax provision (benefit) .........................         $  (5,948)         $  24,592        $(107,564)
                                                                 =========          =========        =========
Components of Total Income Taxes
Operations .............................................         $  (6,430)         $  23,386        $ (93,569)
Extraordinary items ....................................               482              1,206          (13,995)
                                                                 ---------          ---------        ---------
Income tax provision (benefit) .........................         $  (5,948)         $  24,592        $(107,564)
                                                                 =========          =========        =========
</TABLE>

             Deferred  income taxes  result from  temporary  differences  in the
financial basis and tax basis of assets and liabilities. The type of differences
that give rise to  deferred  income tax  liabilities  or assets are shown in the
following table:


<PAGE>

Deferred Income Tax Sources

<TABLE>
<CAPTION>
                                                                                        1999                     1998
                                                                                        ----                     ----
                                                                                             (Dollars in Millions)

<S>                                                                                  <C>                      <C>
Assets
Postretirement and postemployment employee benefits................................  $   142.7                $   146.5
Operating loss carryforwards (expiring in 2005 to 2019)............................       72.8                     67.6
Minimum tax credit carryforwards (indefinite carryforward).........................       52.0                     52.1
Provision for expenses and losses..................................................       47.2                     49.0
Leasing activities.................................................................       20.3                     22.2
State income taxes.................................................................        1.2                      2.5
Miscellaneous other................................................................        7.5                      5.8
                                                                                     ---------                ---------
             Deferred Tax Assets...................................................  $   343.7                $   345.7
                                                                                     ---------                ---------
Liabilities
Property plant and equipment.......................................................  $   160.7                $   173.1
Inventory    ......................................................................       69.0                     66.3
Pension      ......................................................................       23.4                     25.6
State income taxes.................................................................        4.1                      8.5
Miscellaneous other................................................................        6.5                      2.7
                                                                                     ---------                ---------
             Deferred Tax Liability................................................  $   263.7                $   276.2
                                                                                     ---------                ---------

Valuation allowance................................................................      (24.8)                   (28.1)
                                                                                     ---------                ---------
             Deferred Income Tax Asset--Net........................................  $    55.2                $    41.4
                                                                                     =========                =========
</TABLE>

             As  of  December  31,  1999,  for  financial   statement  reporting
purposes,  a balance of  approximately  $20.0 million of  prereorganization  tax
benefits  exist.  These benefits will be reported as a direct addition to equity
as they are recognized.  No prereorganization tax benefits have been recorded in
1997, 1998 or 1999.

             During 1999, the valuation  allowance decreased $3.2 million due to
the  expiration  of tax credit  carryovers  and a change in judgement  about the
realizability of net operating losses in future periods.

             During  1998,  the  valuation  allowance  increased  $8.1  million,
primarily  due to a change in judgment  about the  realizability  of certain tax
credit  carryforwards in future years as well as the addition of H&H's valuation
allowance of $3.2 million against the  realizability  of foreign  operating loss
carryforwards.

             Deferred  income taxes have not been provided on the  undistributed
earnings  of  foreign  subsidiaries  and other  foreign  investments  carried at
equity.  These earnings have been substantially  reinvested and the Company does
not plan to  initiate  any action that would  precipitate  the payment of income
taxes thereon.

             During 1994, the Company experienced an ownership change as defined
by Section  382 of the  Internal  Revenue  Code.  As the  result of this  event,
pre-change  of  control  net  operating  losses  that  can  be  used  to  offset
post-change  of control  pretax  income  will be limited  to  approximately  $32
million in any year.  Post-change of control net operating losses do not have an
annual offset limitation.

             Total  federal and state income  taxes paid in 1997,  1998 and 1999
were $0.7 million, $1.2 million and $3.5 million, respectively.

             Federal tax returns  have been  examined  by the  Internal  Revenue
Service  ("IRS")  through  1987.  The  Company is  currently  undergoing  an IRS
examination  of tax returns for the years  1995-1997.  Management  believes that
there will be no material  adjustments  to the income tax returns filed in those
years. The statute of limitations has expired for years through 1995. Management
believes it has adequately provided for all taxes on income.


<PAGE>

             The  provision  for income taxes  differs from the amount of income
tax determined by applying the applicable U.S. statutory federal income tax rate
to pretax income as follows:

<TABLE>
<CAPTION>
                                                                                       Year Ended December 31,
                                                                             1999               1998                 1997
                                                                             ----               ----                 ----
                                                                                       (Dollars in Thousands)

<S>                                                                   <C>                    <C>               <C>
Income (loss) before taxes and extraordinary item..................   $        (22,264)      $     62,816      $        (267,341)
                                                                      ================       ============      =================
Tax provision (benefit) at statutory rate..........................   $         (7,792)      $     21,986      $         (93,569)
Increase (reduction) in tax due to:
    Percentage depletion...........................................               (530)              (829)                (1,092)
    Equity earnings................................................             (1,300)            (1,484)                   338
    Goodwill amortization..........................................              2,375              1,983                     --
    State income tax net of federal effect.........................              1,986              1,258                    299
    Recognition of pre-acquisition benefits........................                 --             (4,519)                    --
    Change in valuation allowance..................................             (3,246)             4,904                     --
    Net effect of foreign tax rate.................................                624                 94                     --
    Adjustment of prior year's tax.................................                575                 --                     --
    Other miscellaneous............................................                878                 (7)                   455
                                                                      ----------------       ------------      -----------------
Tax provision (benefit)............................................   $         (6,430)      $     23,386      $         (93,569)
                                                                      ================       ============      =================
</TABLE>


<PAGE>

Note F--Short Term Investments

             The  composition  of the Company's  short-term  investments  are as
follows:

<TABLE>
<CAPTION>
                                                                                                    December 31,
                                                                                        1999                             1998
                                                                                        ----                             ----
                                                                                               (Dollars in Thousands)

<S>                                                                              <C>                               <C>
Trading Securities:
    U. S. Treasury Securities...............................................     $        581,250                  $       640,125
    U. S. Government Agency Mortgage Backed Obligations.....................                2,038                            3,880
    Equities................................................................               45,238                           30,308
    Other...................................................................               13,628                            4,537
Available-for-sale securities:
    Equities................................................................               17,202                           23,232
                                                                                 ----------------                  ---------------
                                                                                 $        659,356                          702,082
                                                                                 ================                  ===============
</TABLE>

             These  investments are subject to price volatility  associated with
any interest bearing  instrument.  Fluctuations in general interest rates affect
the value of these investments.

             The  Company   recognizes   gains  and  losses  based  on  specific
identification  of the securities that comprise the investment  balance with the
exception of equity securities,  for which average cost is used. At December 31,
1999 and 1998, unrealized holding gains on available-for-sale securities of $2.2
million and $8.3 million,  respectively  were  reported,  net of the related tax
effect, as a separate component of accumulated other  comprehensive  income. Net
unrealized holding gains and losses on trading securities held at period end and
included  in other  income for 1999 and 1998 were a gain of $10.6  million and a
loss of $8.0  million,  respectively.  At December 31, 1999 and 1998 the Company
had  short  term  margin  borrowings  of  $495.5  million  and  $487.5  million,
respectively, related to the short term investments.

             In   1999,    the   Company    reclassified    $26.2   million   of
available-for-sale   investments  to  the  trading   category  and  recorded  an
unrealized   gain  upon  transfer  of  $11.3   million.   As  a  result  of  the
reclassification,   the  Company   recorded  an   unfavorable   reclassification
adjustment  within other  comprehensive  income of $7.3 million,  net of related
income  tax  benefit  of  $3.8   million.   During   1998,   the  Company   sold
available-for-sale  securities for $21.7  million,  recording a realized gain of
$8.8   million.   In  1998,   the   Company   reclassified   $30.3   million  of
available-for-sale   investments  to  the  trading   category  and  recorded  an
unrealized  gain upon  transfer  of $16.9  million.  As a result of the sale and
reclassification,   the  Company   recorded  an   unfavorable   reclassification
adjustment with in other comprehensive  income of $16.6 million,  net of related
income tax benefit of $9.1 million.

Note G--Inventories

<TABLE>
<CAPTION>
                                                                                                   December 31,
                                                                                       1999                             1998
                                                                                       ----                             ----
                                                                                              (Dollars in Thousands)

<S>                                                                           <C>                               <C>
Finished products..........................................................   $           86,724                $          80,021
In-process.................................................................              131,626                          130,204
Raw materials..............................................................               81,210                           98,710
Precious metals............................................................              117,639                          122,653
Other materials and supplies...............................................               28,033                           33,373
                                                                                         445,232                          464,961
LIFO reserve...............................................................               (3,363)                           2,169
                                                                              ------------------                -----------------
                                                                              $          441,869                $         467,130
                                                                              ==================                =================
</TABLE>

             During  1997,  1998 and 1999,  certain  inventory  quantities  were
reduced,  resulting in  liquidations  of LIFO  inventories,  the effect of which
increased income by approximately, $.6 million, $1.8 million and $2.1 million in
1997, 1998 and 1999, respectively.


<PAGE>

Note H--Property, Plant and Equipment

<TABLE>
<CAPTION>
                                                                                                 December 31,
                                                                                     1999                             1998
                                                                                     ----                             ----
                                                                                            (Dollars in Thousands)

<S>                                                                         <C>                               <C>
Land and mineral properties..............................................   $           42,151                $          42,583
Buildings, machinery and equipment.......................................            1,270,212                        1,221,534
Construction in progress.................................................               51,197                           24,273
                                                                            ------------------                -----------------
                                                                                     1,363,560                        1,288,390
Accumulated depreciation and amortization................................              547,059                          469,313
                                                                            ------------------                -----------------
                                                                            $          816,501                $         819,077
                                                                            ==================                =================
</TABLE>

             WPC   utilizes  the  modified   units  of   production   method  of
depreciation which recognizes that the depreciation of steelmaking  machinery is
related to the physical  wear of the  equipment  as well as a time  factor.  The
modified  units of production  method  provides for  straight-line  depreciation
charges modified  (adjusted) by the level of raw steel  production.  In 1998 and
1999 depreciation under the modified units of production method was $1.1 million
or 2.0% more and $0.7  million  or 1.3% more  respectively,  than  straight-line
depreciation.

             Depreciation  on H&H and Unimast  property,  plant and equipment is
provided principally on the straight-line method over the estimated useful lives
of the assets.

Note I--Long-Term Debt

<TABLE>
<CAPTION>
                                                                                               December 31,
                                                                                   1999                             1998
                                                                                   ----                             ----
                                                                                          (Dollars in Thousands)

<S>                                                                       <C>                               <C>
Senior Unsecured Notes due 2007, 9 1/4%................................   $          274,175                $         274,071
Term Loan Agreement due 2006, floating rate............................               75,000                           75,000
Senior Unsecured Notes due 2005, 10 1/2%...............................              281,490                          302,000
Handy & Harman Senior Secured Credit Facility..........................              201,064                          228,654
Other..................................................................               17,801                           14,243
                                                                          ------------------                -----------------
                                                                                     849,530                          893,968
Less portion due within one year.......................................                1,810                              612
                                                                          ------------------                -----------------
Total Long-Term Debt (1)...............................................   $          847,720                $         893,356
                                                                          ==================                =================
</TABLE>

(1)          The fair value of long-term  debt at December 31, 1998 and December
             31, 1999 was $851.5 million and $828.2 million, respectively.  Fair
             value of long-term debt is estimated based on trading in the public
             market.

             Long-term  debt  maturing  in each of the  next  five  years  is as
             follows: 2000, $1,810; 2001, $10,621; 2002, $17,872; 2003, $11,493;
             and 2004, $46,322.

A summary of the financial agreements at December 31, 1999 follows:

Revolving Credit Facility

             On April 30, 1999,  WPSC entered into a Third  Amended and Restated
Revolving  Credit Facility  ("RCF") with Citibank,  N.A., as agent.  The RCF, as
amended,  provides  for  borrowings  for general  corporate  purposes up to $150
million, including a $25 million sub-limit for Letters of Credit.

             The RCF agreement expires May 3, 2003.  Interest rates are based on
the Citibank prime rate plus 1.25% and/or a Eurodollar rate plus 2.25%,  but the
margin  over the prime rate and the  Eurodollar  rate can  fluctuate  based upon
performance.  A  commitment  fee of 0.5% is charged on the unused  portion.  The
letter of credit fee is 2.25% and is also performance based.


<PAGE>

             Borrowings are secured primarily by 100% of the eligible  inventory
of WPSC,  Pittsburgh-Canfield  Corporation  ("PCC")  and  Wheeling  Construction
Products,  Inc.  ("WCPI") and the terms of the RCF contain  various  restrictive
covenants,  limiting among other things dividend payments or other  distribution
of  assets,  as  defined  in the  RCF.  WPSC,  PCC  and  WCPI  are  wholly-owned
subsidiaries of WPC. Certain financial covenants  associated with leverage,  net
worth,  capital  spending,  cash flow and interest  coverage must be maintained.
WPC, PCC and WCPI have each  guaranteed all of the obligations of WPSC under the
RCF.  Borrowings  outstanding against the RCF at December 31, 1999 totaled $79.9
million,  which are included within  short-term  borrowings in the  consolidated
balance sheet.  Letters of credit outstanding under the RCF were $0.1 million at
December 31, 1999.

9 3/8% Senior Notes Due 2003

             On November  23,  1993,  WPC issued  $325  million of 9 3/8% Senior
Notes.  Interest on the 9 3/8% Senior Notes is payable  semi-annually  on May 15
and November 15 of each year,  commencing  May 15, 1994. The 9 3/8% Senior Notes
mature on November 15, 2003.

             On November 26, 1997, WPC, under the terms of the 9 3/8% Indenture,
legally defeased the remaining $266.2 million 9 3/8% Senior Notes outstanding at
a total  cost of $298.8  million.  The 9 3/8%  Senior  Notes  were  placed  into
trusteeship where they will be held until redemption on November 15, 2000.

9 1/4% Senior Notes Due 2007

             On November 26, 1997, WPC issued $275 million principal amount of 9
1/4% Senior Notes.  Interest on the 9 1/4% Senior Notes is payable semi-annually
on May 15 and  November  15 of each  year.  The 9 1/4%  Senior  Notes  mature on
November 15, 2007.

             The 9 1/4%  Senior  Notes are  redeemable  at the option of WPC, in
whole or in part, on or after November 15, 2002 at specified  redemption prices,
plus accrued  interest and liquidated  damages,  if any,  thereon to the date of
redemption.

             Upon the  occurrence  of a Change of Control (as defined  therein),
WPC will be  required  to make an offer  to  repurchase  all or any part of each
holder's 9 1/4%  Senior  Notes at 101% of the  principal  amount  thereof,  plus
accrued and unpaid interest and liquidated  damages, if any, thereon to the date
of repurchase.

             The 9 1/4% Senior Notes are unsecured  obligations of WPC,  ranking
senior in right of payment to all existing and future subordinated  indebtedness
of  WPC,  and  pari  passu  with  all  existing  and  future  senior   unsecured
indebtedness of WPC, including borrowings under the Term Loan Agreement.

             The 9 1/4% Senior Notes are fully and unconditionally guaranteed on
a joint and several and senior basis by the guarantors,  which consist of all of
the Company's present and future operating subsidiaries. The 9 1/4% Senior Notes
indenture contains certain covenants,  including,  but not limited to, covenants
with respect to: (i) limitations on indebtedness; (ii) limitations on restricted
payments; (iii) limitations on transactions with affiliates; (iv) limitations on
liens; (v) limitations on sales of assets; (vi) limitations on issuance and sale
of capital  stock of  subsidiaries;  (vii)  limitations  on dividends  and other
payment  restrictions  affecting   subsidiaries;   and  (viii)  restrictions  on
consolidations, mergers and sales of assets.



<PAGE>

Term Loan Agreement

             On November 26, 1997, WPC entered into the Term Loan Agreement with
DLJ Capital  Funding Inc., as syndication  agent,  pursuant to which it borrowed
$75 million.

             Interest  on the Term Loan  Agreement  is payable on March 15, June
15,  September  15 and  December 15 as to Base Rate Loans,  and with  respect to
LIBOR  loans on the last day of each  applicable  interest  period,  and if such
interest  period shall exceed three  months,  at intervals of three months after
the first day of such interest period.  Amounts  outstanding under the Term Loan
Agreement bear interest at the Base Rate (as defined  therein) plus 2.25% or the
LIBO Rate (as defined therein) plus 3.25%

             WPC's  obligations  under the Term Loan Agreement are guaranteed by
its present and future  operating  subsidiaries.  WPC may prepay the obligations
under the Term Loan Agreement  after November 15, 1999,  subject to a premium of
1.0% of the principal amount thereof or after November 15, 2000 with no premium.

10 1/2% Senior Notes Due 2005

             On April 7, 1998,  WHX issued $350 million  principal  amount of 10
1/2% Senior Notes. Interest on the 10 1/2% Senior Notes is payable semi-annually
on April 15 and October 15 of each year,  commencing  October 15,  1998.  The 10
1/2% Senior Notes mature on April 15, 2005.

             The 10 1/2% Senior  Notes are  redeemable  at the option of WHX, in
whole or in part, on or after April 15, 2002 at specified  prices,  plus accrued
interest and liquidated damages, if any, thereon to the date of redemption.

             Upon the  occurrence  of a Change of Control (as defined  therein),
the Company will be required to make an offer to  repurchase  all or any part of
each holder's 10 1/2% Senior Notes at 101% of the principal amount thereof, plus
accrued  interest  and  liquidated  damages,  if  any,  thereon  to the  date of
repurchase.

             The 10 1/2% Senior Notes are unsecured  obligations of WHX, ranking
senior in right of payment to all existing and future subordinated  indebtedness
of  WHX,  and  pari  passu  with  all  existing  and  future  senior   unsecured
indebtedness of WHX.

             The 10 1/2% Senior  Notes  indenture  contains  certain  covenants,
including,  but not limited to,  covenants  with respect to: (i)  limitations on
indebtedness and preferred stock; (ii) limitations on restricted payments; (iii)
limitations on transactions  with  affiliates;  (iv)  limitations on liens;  (v)
limitations on sales of assets;  (vi) limitations on dividends and other payment
restrictions affecting  subsidiaries;  and (vii) restrictions on consolidations,
mergers and sales of assets.

             During  the third  quarter of 1998,  the  Company  purchased  $48.0
million  aggregate  principal  amount of 10 1/2% Senior Notes in the open market
for $43.2 million.

             During the first quarter of 1999, the Company purchased and retired
$20.5  million  aggregate  principal  amount of 10 1/2% Senior Notes in the open
market resulting in a $0.9 million gain, net of tax.


<PAGE>

Handy & Harman Senior Secured Credit Facility

             On July 30, 1998,  H&H entered into a $300 million  Senior  Secured
Credit facility (the "Facilities") with Citibank, N.A., as agent. The Facilities
are comprised of (i) a $100 million 6-year Revolving Credit Facility, (ii) a $25
million 6-year Delayed Draw Term Loan Facility,  (iii) a $50 million 6-year Term
Loan A Facility,  and (iv) a $125 million 8-year Term Loan B Facility.  Interest
under the  Facilities is calculated  at a rate  determined  either using (i) the
Citibank  prime rate or (ii) LIBOR,  plus the  Applicable  Margin in effect from
time to time.  Applicable  Margin means a  percentage  per annum  determined  by
reference  to the total  leverage  ratio of H&H. The rates in effect at December
31, 1999 are (a) in the case of the Term A Facility,  the Delayed Draw  Facility
and the Revolving  Credit  Facility,  calculated at LIBOR + 1.50% and (b) in the
case of the Term B facility,  calculated at LIBOR + 2.25%.  Borrowings under the
Facilities  are secured by the pledge of 100% of the capital  stock of all H&H's
active U.S. subsidiaries and 65% of the stock of H&H's non-U.S. subsidiaries. In
addition,  H&H provided a perfected first priority lien on and security interest
in substantially all the assets of H&H and its subsidiaries. The Facilities have
certain financial covenants restricting  indebtedness,  liens and distributions.
In  addition,  the  Facilities  required  H&H to procure an interest  rate hedge
agreement  covering a notional amount of not less than $125 million for a period
of no less than three years.  H&H has entered  into a  cancelable  interest-rate
swap to  convert  $125  million of its  variable-rate  debt to a fixed rate with
Citibank,  N.A. New York. The fixed rate is 4.53 percent,  effective  January 4,
1999, with a termination date of January 5, 2004;  provided,  however,  Citibank
may designate July 5, 2000 as the  termination  date.  The  Facilities  replaced
H&H's $125 million  Senior  Notes due 2004 and its  unsecured  Revolving  Credit
Facility.  Letters of credit  outstanding  under the  facilities  totaled  $14.6
million at December 31, 1999.

Unimast Revolving Credit Agreement

             On November 24, 1998, Unimast Incorporated ("Unimast") entered into
a Revolving  Credit  Agreement  ("RCA") with The First  National Bank of Chicago
("First"),  as lender and agent, and Citicorp USA Inc., as lender and collateral
agent.  The RCA is for general  corporate  purposes,  including  working capital
needs and capital expenditures up to $50 million with a $3 million sub-limit for
letters of credit ("LC").  The RCA expires on November 24, 2003.  Interest rates
are  based on  either  First's  current  corporate  base  rate  plus  .625% or a
Eurodollar  rate plus  2.125%.  Each of these  rates can  fluctuate  based  upon
performance.  An  aggregate  commitment  fee  of .5% is  charged  on the  unused
portion.  The letter of credit fees are 1.0625% for a  commercial  LC and 2.125%
for a standby LC. The commitment fees and the LC fees are all performance based.

             Borrowings are secured primarily by 100% of the eligible inventory,
accounts  receivable,  and fixed assets of Unimast,  and its  subsidiaries.  The
terms  of the  RCA  contain  various  restrictive  covenants  limiting  dividend
payments,  major acquisitions or other distribution of assets, as defined in the
RCA. Certain financial covenants  associated with leverage,  net worth,  capital
spending  and  interest  coverage  must be  maintained.  Borrowings  outstanding
against the RCA at December 31, 1999 totaled  $24.0  million,  and were included
within  short-term  borrowings in the consolidated  balance sheet. No letters of
credit were outstanding under the RCA.

Interest Cost

             Aggregate interest costs on debt and amounts capitalized during the
three years ended December 31, 1999, are as follows:

<TABLE>
<CAPTION>
                                                                   1999                   1998                       1997
                                                                   ----                   ----                       ----
                                                                                 (Dollars in Thousands)

<S>                                                        <C>                    <C>                       <C>
Aggregate interest expense on debt......................   $          90,885      $            80,159       $            31,274
Less: Capitalized interest..............................               3,034                    2,063                     2,227
Interest expense........................................   $          87,851      $            78,096       $            29,047
Interest paid...........................................   $          89,006      $            73,070       $            29,589

</TABLE>



<PAGE>

Note J--Stockholders' Equity

             The authorized  capital stock of WHX consists of 60,000,000  shares
of  Common  Stock,  $.01  par  value,  of  which  14,427,212  shares  (including
redeemable Common Stock) were outstanding as of December 31, 1999 and 10,000,000
shares of Preferred Stock,  $0.10 par value, of which 2,907,825 shares of Series
A  Convertible  Preferred  Stock and  2,975,100  shares of Series B  Convertible
Preferred Stock were  outstanding as of December 31, 1999. In 1998 and 1999, the
Company purchased 1,780,307 shares and 3,594,300 shares, respectively, of Common
Stock in open market purchases.

Series A Convertible Preferred Stock

             In July  1993,  the  Company  issued  3,000,000  shares of Series A
Convertible Preferred Stock for net proceeds of $145.0 million. Dividends on the
shares of the Series A Convertible  Preferred Stock are cumulative,  are payable
quarterly  in arrears on January 1, April 1, July 1 and  October 1 of each year,
in an amount equal to $3.25 per share per annum.

             Each  share  of  the  Series  A  Convertible   Preferred  Stock  is
convertible  at the  option of the  holder  thereof  at any time into  shares of
Common Stock of the Company,  par value $.01 per share, at a conversion price of
$15.78  per  share  of  Common  Stock   (equivalent  to  a  conversion  rate  of
approximately  3.1686  shares  of  Common  Stock  for  each  share  of  Series A
Convertible Preferred Stock), subject to adjustment under certain conditions.

             The Series A Convertible  Preferred Stock was not redeemable  prior
to July 1,  1996.  On and after such date,  the Series A  Convertible  Preferred
Stock is redeemable at the option of the Company, in whole or in part, for cash,
initially at $52.275 per share and  thereafter  at prices  declining  ratably to
$50.00 per share on and after July 1, 2003, plus in each case accrued and unpaid
dividends to the redemption  date. The Series A Convertible  Preferred  Stock is
not entitled to the benefit of any sinking fund.  In 1996 and 1997,  the Company
purchased and retired 92,000 shares of Series A Convertible  Preferred  Stock on
the open market. No additional shares were purchased during 1998 or 1999. During
1999, an additional 175 shares have been converted into Common Stock.

Series B Convertible Preferred Stock

             The  Company  issued  3,500,000  shares  of  Series  B  Convertible
Preferred Stock in September 1994 for net proceeds of $169.8 million.  Dividends
on the shares of the Series B Convertible  Preferred Stock, are cumulative,  are
payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each
year, in an amount equal to $3.75 per share per annum.

             Each  share  of  the  Series  B  Convertible   Preferred  Stock  is
convertible  at the  option of the  holder  thereof  at any time into  shares of
Common Stock of the Company,  par value $.01 per share, at a conversion price of
$20.40  per  share  of  Common  Stock   (equivalent  to  a  conversion  rate  of
approximately  2.4510  shares  of  Common  Stock  for  each  share  of  Series B
Convertible Preferred Stock), subject to adjustment under certain conditions.

             The Series B Convertible  Preferred Stock was not redeemable  prior
to October 1, 1997. On and after such date,  the Series B Convertible  Preferred
Stock is redeemable at the option of the Company, in whole or in part, for cash,
initially at $52.625 per share and  thereafter  at prices  declining  ratably to
$50.00 per share on and after  October 1, 2004,  plus in each case  accrued  and
unpaid  dividends to the  redemption  date.  The Series B Convertible  Preferred
Stock is not entitled to the benefit of any sinking fund. In 1996 and 1997,  the
Company  purchased and retired 524,900 shares of Series B Convertible  Preferred
Stock in open market purchases.  No additional shares were purchased during 1998
or 1999.

Redeemable Common Stock

             Certain  present and former  employees  of the Company  were issued
preferred  shares of the  Company  prior to the  Chapter  11  proceeding  of the
Company's  predecessor  in  exchange  for  wage  and  salary  concessions.  Such
preferred  shares were exchanged for 1,279,935  shares of Common Stock under the
Chapter 11 Plan of Reorganization, these shares were issued to an Employee Stock
Ownership Plan ("ESOP") on such  employees'  behalf.  Beneficial  owners of such
shares who were active employees on August 15, 1990 and who have either retired,
died or become disabled, or who reach 30 years of service, may sell their Common
Stock to the Company at a price of $15 or, upon  qualified  retirement,  $20 per
share.  These contingent  obligations

<PAGE>

are expected to extend over many years,  as participants in the ESOP satisfy the
criteria for selling shares to the Company.  In addition,  each  beneficiary can
direct the ESOP to sell any or all of its Common  Stock into the public  markets
at any time;  provided,  however,  that the ESOP will not on any day sell in the
public  markets  more than 20% of the  number of shares of Common  Stock  traded
during the previous day. As of December 31, 1999,  282,177  shares of redeemable
Common Stock remained outstanding.

Stock Option Plan

             The WHX Corporation  Stock Option Plan ("1991 Plan") is intended to
assist the Company in securing and  retaining  key employees by allowing them to
participate  in the  ownership  and growth of the  Company  through the grant of
incentive and non-qualified options  (collectively,  the "Options") to full-time
employees of the Company and its  subsidiaries.  Incentive stock options granted
under the Option Plan are intended to be "Incentive Stock Options" as defined by
Section 422 of the Code.

             An aggregate of 3,500,000  shares of Common Stock has been reserved
for issuance upon exercise of Options under the 1991 Plan, as amended.  The 1991
Plan is  administered  by a committee (the  "Committee")  consisting of not less
than three nonemployee members appointed by the Board of Directors.  The term of
Options  granted  under the 1991 Plan may not exceed 10 years (five years in the
case of an incentive  Option granted to an optionee  owning more than 10% of the
voting  stock of the  Company (a "10%  Holder")).  The Option  price for Options
shall not be less than 100% of the "fair  market  value" of the shares of Common
Stock at the time the Option is granted; provided, however, that with respect to
an incentive option,  in the case of a 10% Holder,  the purchase price per share
shall be at least 110% of such fair  market  value.  The  aggregate  fair market
value of the shares of Common Stock as to which an optionee  may first  exercise
incentive  stock options in any calendar year may not exceed  $100,000.  Payment
for shares purchased upon exercise of Options is to be made in cash, but, at the
discretion of the  Committee,  may be made by delivery of other shares of Common
Stock of comparable  value.  The 1991 Plan will  terminate on September 24, 2001
and may be terminated at any time by the Board of Directors prior to that date.

Directors Option Plans

             The 1993  Directors D&O Plan (the "1993 D&O Plan") is authorized to
issue shares of Common Stock pursuant to the exercise of options with respect to
a maximum of 400,000  shares of Common Stock.  The options vest over three years
from the date of grant.  The 1997 Directors  Stock Option Plan ("1997 D&O Plan")
is authorized to issue an additional 400,000 shares of Common Stock.

Option Grants to WPN Corp.

             On July 29,  1993 (the  "Approval  Date"),  the Board of  Directors
approved  the grant of  options to WPN Corp.  to  purchase  1,000,000  shares of
Common  Stock (the  "Option  Grants").  The Option  Grants were  approved by the
stockholders on March 31, 1994.

             On  August  4,  1997 the  compensation  committee  of the  Board of
Directors granted an option to purchase  1,000,000 shares of Common Stock to WPN
Corp, at the then market price per share, subject to stockholder  approval.  The
Board  of  Directors  approved  such  grant  on  September  25,  1997,  and  the
stockholders approved it on December 1, 1997 (measurement date).

             The  options  under  each  plan are  exercisable  with  respect  to
one-third of the shares of Common Stock issuable upon the exercise thereunder at
any time on or after the date of stockholder  approval of the Option Grants. The
options  with respect to an  additional  one-third of the shares of Common Stock
may be exercised  on the first and second  anniversaries  of the Approval  Date,
respectively.  The options, to the extent not previously exercised,  will expire
on April 29, 2003 and August 4, 2007, respectively.

             The  Company is  required  to record a charge for the fair value of
the 1997 option  grants  under SFAS 123.  The fair value of the option  grant is
estimated on the measurement date using the Black-Scholes  option-pricing model.
The following assumptions were used in the Black-Scholes  calculation:  expected
volatility of 48.3%,  risk-free  interest  rate of 5.83%,  an expected life of 5
years and a dividend  yield of zero.  The resulting  estimated fair value of the
shares  granted  in 1997 was $6.7  million  which  was  recorded  as part of the
special charge related to the new labor agreement.


<PAGE>

A Summary of the Option Plans:

<TABLE>
<CAPTION>
                                                      Number of Options
                                          1991              D & O                 WPN            Option Price      Weighted Average
                                          Plan              Plan                Grants             Or Range          Option Price
                                          ----              ----                ------             --------          ------------

<S>                                      <C>                   <C>               <C>            <C>                    <C>
Balance 12/31/96.............            1,049,330             326,000           1,000,000                             $11.054
    Granted..................              982,500             166,000           1,000,000      $6.875-13.8125          11.641
    Cancelled................             (222,802)             (5,334)                 --        8.75-14.625           13.648
    Exercised................             (172,639)                 --                  --        6.125-8.75             8.048
                                   ---------------     ---------------     ---------------
Balance 12/31/97.............            1,636,389             486,666           2,000,000                              11.342
                                   ---------------     ---------------     ---------------
    Granted..................            1,198,527              25,000                  --       10.00-16.625           15.516
    Cancelled................             (309,989)                 --                  --        8.75-14.625           13.865
    Exercised................             (160,890)                 --                  --       6.125-14.625            8.335
                                   ---------------     ---------------     ---------------
Balance 12/31/98.............            2,364,037             511,666           2,000,000                              12.277
                                   ---------------     ---------------     ---------------
    Granted..................              484,500              25,000                  --       7.625-12.4375           9.192
    Cancelled................             (108,610)                 --                  --        8.75-14.625           13.580
    Exercised................              (10,650)                 --                  --         7.25-8.75             7.342
                                   ---------------     ---------------     ---------------
Balance 12/31/99.............            2,729,277             536,666           2,000,000                               12.01
                                   ===============     ===============     ===============
</TABLE>

             Options  outstanding  at December  31,  1999 which are  exercisable
totaled  3,517,206 and have a weighted  average option price of $11.68.  Options
outstanding  at December 31, 1999 had a  weighted-average  remaining life of 6.5
years.

             In 1996, the Company  adopted SFAS No. 123, and elected to continue
to account for such compensation  under the provisions of APB 25. Therefore,  no
compensation costs have been recognized for the stock option plans in 1997, 1998
or 1999. Had the Company elected to account for stock-based  compensation  under
the  provisions  of SFAS No.  123  during  1997,  the  effect on net  income and
earnings per share would not be material. Had the Company elected to account for
stock-based  compensation  under the provision of SFAS No. 123 during 1998,  the
effect on net income would have been an additional expense of $2.1 million,  net
of related  income tax benefit of $1.1 million or $.11 per share of Common Stock
after deduction of Preferred  Stock Dividends on a basic and diluted basis.  Had
the Company elected to account for stock-based  compensation under the provision
of SFAS No.  123  during  1999,  the  effect on net  income  would  have been an
additional  expense of $2.9 million,  net of related  income tax benefit of $1.6
million,  or $.18 per share of common stock after  deduction of preferred  stock
dividends,  on a basic and diluted basis. The fair value of the option grants is
estimated on the measurement date using the Black-Scholes  option-pricing model.
The  following  weighted-average  assumptions  were  used  in the  Black-Scholes
calculation:  expected volatility of 53.2%,  risk-free interest rate of 6.6%, an
expected life of 5 years and a dividend yield of zero.

Earnings Per Share

             In 1997, the Company adopted SFAS No. 128,  Earnings per Share. The
computation  of basic earnings per common share is based upon the average shares
of Common Stock  outstanding.  In 1997 and 1999,  the  conversion  of redeemable
common  stock  and   exercise  of  options  and  warrants   would  have  had  an
anti-dilutive  effect.  The  computation of earnings per common  share--assuming
dilution in 1998 assumes  conversion of redeemable  common stock and exercise of
outstanding stock options. A reconciliation of the income and shares used in the
computation follows:


<PAGE>

Reconciliation of Income and Shares in EPS calculation

<TABLE>
<CAPTION>
                                                                               For the Year Ended December 31, 1999
                                                                    Income (loss)               Shares                Per-Share
                                                                     (Numerator)             (Denominator)             Amount
                                                                                 (Dollars and Shares in Thousands)

<S>                                                              <C>                                 <C>          <C>
Loss before extraordinary item.............................      $           (15,834)
Less: Preferred stock dividends............................                   20,608
                                                                 -------------------
Basic EPS and Diluted EPS
    Loss available to common stockholders..................      $           (36,442)                15,866       $           (2.30)
                                                                 ===================       ================       =================
</TABLE>

             The  assumed  conversion  of stock  options,  preferred  stock  and
redeemable  common  stock would have an  anti-dilutive  effect on  earnings  per
share.
<TABLE>
<CAPTION>

                                                                               For the Year Ended December 31, 1998
                                                                       Income                 Shares                Per-Share
                                                                     (Numerator)           (Denominator)             Amount
                                                                                 (Dollars and Shares in Thousands)

<S>                                                              <C>                       <C>                    <C>
Income before extraordinary item...........................      $            39,430
Less: Preferred stock dividends............................                   20,608
                                                                 -------------------
Basic EPS
    Income available to common stockholders................                   18,822                 18,198       $            1.04
Effect of Dilutive Securities
    Options and warrants...................................                       --                    566
    Convertible preferred stock............................                       --                     --
    Redeemable common stock................................                       --                    298
                                                                 -------------------       ----------------
Diluted EPS
    Income available to common stockholders
        plus assumed conversions...........................      $            18,822       $         19,062       $             .99
                                                                 ===================       ================       =================

</TABLE>


<PAGE>

             The  assumed   conversion   of   preferred   stock  would  have  an
anti-dilutive effect on earnings per share.

<TABLE>
<CAPTION>
                                                                                For the Year Ended December 31, 1997
                                                                       Income                 Shares                Per-Share
                                                                     (Numerator)           (Denominator)             Amount
                                                                                (Dollars and Shares in Thousands)

<S>                                                           <C>                                 <C>          <C>
Loss before extraordinary item..........................      $          (173,772)
Less: Preferred stock dividends.........................                   20,657
                                                              -------------------
Basic EPS and Diluted EPS
Loss available to common stockholders...................      $          (194,429)                22,028       $           (8.83)
                                                              ===================       ================       =================
</TABLE>

             The  assumed  conversion  of stock  options,  preferred  stock  and
redeemable  common  stock would have an  anti-dilutive  effect on  earnings  per
share.

Note K--Commitments and Contingencies

Environmental Matters

             The Company has been identified as a potentially  responsible party
under the Comprehensive  Environmental Response,  Compensation and Liability Act
("CERCLA")  or similar  state  statutes at several  waste sites.  The Company is
subject  to joint  and  several  liability  imposed  by  CERCLA  on  potentially
responsible parties. Due to the technical and regulatory  complexity of remedial
activities and the difficulties attendant to identifying potentially responsible
parties and  allocating  or  determining  liability  among them,  the Company is
unable to reasonably  estimate the ultimate cost of compliance with CERCLA.  The
Company believes, based upon information currently available, that the Company's
liability  for clean up and  remediation  costs in  connection  with the Buckeye
Reclamation  Landfill  will be between $1.5 and $2.0  million.  At several other
sites the Company  estimates  costs to  aggregate  less than $1.0  million.  The
Company is currently funding its share of remediation costs.

             The Company, as are other industrial  manufacturers,  is subject to
increasingly  stringent standards relating to the protection of the environment.
In order to  facilitate  compliance  with  these  environmental  standards,  the
Company has incurred  capital  expenditures for  environmental  control projects
aggregating  $12.4  million,  $9.5 million and $7.7  million for 1997,  1998 and
1999, respectively. The Company anticipates spending approximately $13.6 million
in the aggregate on major  environmental  compliance  projects  through the year
2002,  estimated to be spent as follows:  $6.7 million in 2000,  $3.1 million in
2001, and $3.8 million in 2002.

             Due to the  possibility  of  unanticipated  factual  or  regulatory
developments, the amount of future expenditures may vary substantially from such
estimates.

             Non-current accrued environmental liabilities totaled $12.7 million
at December 31, 1998 and $14.7 million at December 31, 1999. These accruals were
initially determined by the Company in January 1991, based on all then available
information.  As  new  information  becomes  available,   including  information
provided by third parties,  and changing laws and regulation the liabilities are
reviewed and the accruals adjusted quarterly.  Management believes, based on its
best  estimate,  that  the  Company  has  adequately  provided  for its  present
environmental obligations.

             Based upon information currently available, including the Company's
prior capital expenditures, anticipated capital expenditures, consent agreements
negotiated  with  Federal and state  agencies and  information  available to the
Company on pending judicial and administrative proceedings, the Company does not
expect  its  environmental   compliance  and  liability  costs,   including  the
incurrence of additional fines and penalties,  if any, relating to the operation
of its facilities,  to have a material adverse effect on the financial condition
or results of operations of the Company.  However,  as further information comes
into the Company's possession, it will continue to reassess such evaluations.



<PAGE>

Note L--Related Party Transactions

             The Chairman of the Board of the Company is the  president and sole
shareholder of WPN Corp. ("WPN").  Pursuant to a management  agreement effective
as of January 3, 1991, as amended  January 1, 1993,  April 11, 1994,  January 1,
1998 and April 13, 1998,  approved by a majority of the disinterested  directors
of  the  Company,  WPN  provides  certain  financial,  management  advisory  and
consulting  services  to the  Company.  Such  services  include,  among  others,
identification,  evaluation and negotiation of acquisitions,  responsibility for
financing  matters for the Company  and its  subsidiaries,  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
reporting  obligations  under Federal and state securities laws. In exchange for
such  services,  WPN  received a monthly fee of $520,833 in 1999.  In 1998,  WPN
received a monthly fee of $458,333  from  January 1 until April 13 and  $520,833
from April 14 until  December 31. In  addition,  in October  1999,  the Board of
Directors  awarded WPN an additional  bonus of $3,280,000 and in September 1998,
the Board of Directors  awarded WPN an additional  bonus of $3,750,000,  each in
recognition  of the  returns  earned  by WPN on  behalf  of the  Company  in its
management of the  Company's  cash and  marketable  securities.  The  management
agreement has a two year term and is renewable  automatically for successive one
year  periods,  unless  terminated  by either party upon 60 days' prior  written
notice of the renewal date.

             In 1997, the stockholders approved a grant of an option to purchase
1,000,000 shares of Common Stock to WPN for their performance in obtaining a new
labor agreement. The options were valued using the Black-Scholes formula at $6.7
million and recorded as a special charge related to the labor contract.

Note M-- Other Income

<TABLE>
<CAPTION>
                                                                                      Year Ended December 31,
                                                                        1999                   1998                     1997
                                                                        ----                   ----                     ----
                                                                                      (Dollars in Thousands)

<S>                                                               <C>                   <C>                    <C>
Interest and investment income............................        $          26,499     $           88,781     $          52,092
Equity income (loss)......................................                    4,343                  5,699                (1,644)
Receivables securitization fees...........................                   (5,876)                (6,192)               (3,826)
Other, net................................................                    1,454                  1,408                 4,046
                                                                  -----------------     ------------------     -----------------
                                                                  $          26,420     $           89,696     $          50,668
                                                                  =================     ==================     =================
</TABLE>

Note N--Sale of Receivables

             In 1994, a special purpose wholly-owned  subsidiary of WPSC entered
into an agreement to sell (up to $75 million on a revolving  basis) an undivided
percentage  ownership in a designated pool of accounts  receivable  generated by
WPSC and two of the  Company's  subsidiaries:  WCPI  and PCC  (the  "Receivables
Facility").  In 1995,  WPSC entered into an agreement to include the receivables
generated by Unimast in the pool of accounts  receivable  sold. In May 1999, the
Receivables Facility was extended through May 2003 and increased to $100 million
on  a  revolving   basis.   Effective  June  of  1999,   Unimast  withdrew  from
participation in the facility.  Accounts receivable at December 31, 1999 exclude
$100 million  representing  uncollected  accounts  receivable sold with recourse
limited to the extent of  uncollectible  balances.  Fees paid by WPSC under this
Receivables  Facility  were based upon  variable  rates that range from 4.94% to
7.42%.  Based on the Company's  collection  history,  the Company  believes that
credit risk associated with the above arrangement is immaterial.



<PAGE>

Note O-- Information on Significant Joint Ventures

             WPC  owns  35.7%  of  Wheeling-Nisshin   Inc.   (Wheeling-Nisshin).
Wheeling-Nisshin  had total debt  outstanding  at December  31, 1999 and 1998 of
approximately  $4.1  million  and  $11.6  million,   respectively.  WPC  derived
approximately   16.2%  and  14.6%  of  its  revenues   from  sale  of  steel  to
Wheeling-Nisshin  in 1999 and  1998.  WPC  received  dividends  of $5.0  million
annually from Wheeling-Nisshin in 1999 and 1998. Amounts due WPC at December 31,
1999 totaled $12.9 million. Audited financial statements of Wheeling-Nisshin are
presented under Item 14 because it is considered a significant subsidiary of the
Company under SEC regulations.

WPC owns 50.0% of Ohio Coatings  Company (OCC). OCC had totaled debt outstanding
at December 31, 1999 and 1998 of approximately  $53.6 million and $57.2 million,
respectively.  WPC derived approximately 9.2% and 6.1% of its revenues from sale
of steel to OCC in 1999 and 1998  respectively.  Amounts due WPC at December 31,
1999 totaled $31.2 million, including an advance of $14.4 million.


Note P-- Extraordinary Items

<TABLE>
<CAPTION>
                                                                                    Year Ended December 31,
                                                                      1999                   1998                     1997
                                                                      ----                   ----                     ----
                                                                                    (Dollars in Thousands)

<S>                                                             <C>                   <C>                    <C>
Premium (discount) on early debt retirement...............      $          (1,925)    $           (4,779)    $             32,600
Unamortized debt issuance cost............................                    547                  1,332                    4,770
Coal retiree medical benefits.............................                     --                     --                    2,615
Income tax effect.........................................                    482                  1,206                  (13,995)
                                                                -----------------     ------------------     --------------------
                                                                $            (896)    $           (2,241)    $             25,990
                                                                =================     ==================     ====================
</TABLE>

             In the first  quarter of 1999,  the Company  purchased  and retired
$20.5  million  aggregate  principal  amount of 10 1/2% Senior Notes in the open
market resulting in a $0.9 million gain, net of tax.

             In the third  quarter of 1998,  the Company  purchased  and retired
$48.0  million  aggregate  principal  amount of 10 1/2% Senior Notes in the open
market resulting in a $2.2 million gain, net of tax.

             In November  1997,  the Company paid a premium of $32.6  million to
defease the  remaining  $266.2  million of WPC's 9 3/8% Senior  Notes at a total
cost of $298.8 million.

             In 1997, a 7% discount rate was used to calculate  the  actuarially
determined coal retiree medical benefit  liability  compared to 7.5% in 1996. In
1997 the Company  also  incurred  higher  premiums for  additional  retirees and
orphans assigned in 1995. See Note D.


<PAGE>

Note Q --Supplemental WHX Parent Company Summarized Financial Information

             WHX Parent  Company  summarized  financial  information is included
because of certain  restrictions  placed on  subsidiaries  as a result of credit
agreements  that  restrict  the  transfer  or  dividend of cash or assets to the
parent company.

<TABLE>
<CAPTION>
                                                                                       Year Ended December 31,
                                                                             1999                   1998                 1997
                                                                             ----                   ----                 ----
                                                                                       (Dollars in Thousands)

<S>                                                                <C>                   <C>                    <C>
Income Data
    Net sales..................................................    $              --     $               --     $             --
    Cost of products sold, excluding depreciation..............               (4,380)                   252               (3,000)
    Depreciation...............................................                  989                  1,583                1,263
    Selling, general and administrative expense................                5,883                  5,843                7,428
                                                                   -----------------     ------------------     ----------------
    Operating income(expense)..................................               (2,492)                (7,678)              (5,691)
    Interest expense on debt...................................               30,855                 26,385                   --
    Other income...............................................               26,652                 87,308               51,342
                                                                   -----------------     ------------------     ----------------
    Income (loss) before tax and extraordinary item............               (6,695)                53,245               45,651
    Tax provision (benefit)....................................               (1,735)                18,586               15,978
                                                                   -----------------     ------------------     ----------------
    Income (loss) before extraordinary item....................               (4,960)                34,659               29,673
    Extraordinary item (net of tax)............................                  896                  2,241                   --
                                                                   -----------------     ------------------     ----------------
    Net income (loss)..........................................    $          (4,064)    $           36,900     $         29,673
                                                                   =================     ==================     ================
Balance Sheet Data
Assets
    Current assets.............................................    $         665,745     $          704,735     $        590,011
    Non-current assets.........................................              667,803                703,351              291,842
                                                                   -----------------     ------------------     ----------------
        Total Assets...........................................    $       1,333,548     $        1,408,086     $        881,853
                                                                   =================     ==================     ================
Liabilities and Stockholders' Equity
    Current liabilities........................................    $         506,794     $          504,835     $        282,931
    Non-current liabilities....................................              284,822                305,629                4,809
    Stockholder's equity.......................................              541,932                597,622              594,113
                                                                   -----------------     ------------------     ----------------
        Total Liabilities and Stockholders' Equity.............    $       1,333,548     $        1,408,086     $        881,853
                                                                   =================     ==================     ================
</TABLE>

Note R--Reported Segments

             The Company's reportable operating segments consist of WPC, H&H and
Unimast,  each providing their own unique  products and services.  Each of these
segments is independently  managed and requires different production  technology
and marketing and distribution channels. The accounting policies of the segments
are  consistent  with  those of the  Company,  as  discussed  in the  summary of
significant accounting policies.

             For the periods  presented,  intersegment  sales and transfers were
conducted  as if the  sales or  transfers  were to third  parties,  that is,  at
prevailing  market  prices.  Income  taxes  are  allocated  to the  segments  in
accordance with the Company's tax sharing  agreements,  which generally  require
separate segment tax calculations. The benefit, if any, of WPC NOL carryforwards
are allocated to WPC.


<PAGE>


             The table below presents  information about reported segments and a
reconciliation of total segment sales to total  consolidated sales for the years
ending December 31:

<TABLE>
<CAPTION>
                                                                                                                      Segment
1999                                                  WPC             H&H *           Unimast        All Other         Total
----                                                  ---             -----           -------        ---------         -----
                                                                                              (Dollars in thousands)

<S>                                          <C>                 <C>             <C>              <C>              <C>
Revenue..................................    $      1,081,657    $    466,116    $      217,409   $          --    $   1,765,182
Intersegment revenues....................              48,382              --                --              --           48,382
Net interest expense.....................              37,931          17,755             1,900          30,855           88,441
Depreciation and amortization............              77,724          22,190             3,953             989          104,856
Equity income (loss).....................               3,358           1,302                --            (317)           4,343
Income taxes.............................             (20,723)         12,270             3,758          (1,735)          (6,430)
Extraordinary Item.......................                  --              --                --             896              896
Segment net income (loss)................             (34,485)         10,005            13,063          (4,064)         (15,481)
Segment assets...........................    $      1,278,022    $    650,452    $       98,411   $   1,333,548    $   3,360,433
Investment in equity -
  method subsidiaries....................              64,229           5,182                --          11,079           80,490
Capital expenditures.....................    $         72,146    $     16,981    $        3,929   $      10,979    $     104,035
1998
Revenue..................................    $      1,111,541    $    350,286    $      205,444   $          --    $   1,667,271
Intersegment revenues....................              21,773              --                --              --           21,773
Net interest expense.....................              36,699          13,188             2,462          26,385           78,734
Depreciation and amortization............              76,321          15,585             3,381           1,583           96,870
Equity income (loss).....................               5,333             588                --            (222)           5,699
Income taxes.............................              (3,101)          7,271               630          18,586           23,386
Extraordinary item.......................                  --              --                --           2,241            2,241
Segment net income (loss)................              (6,503)          4,785             6,582          36,900           41,764
Segment assets...........................    $      1,256,367    $    668,362    $       60,697   $   1,408,086    $   3,393,512
Investment in equity -
  method subsidiaries....................              69,075           4,507                --          11,396           84,978
Capital expenditures.....................    $         33,595    $     10,701    $        3,954   $          --    $      48,250
1997
Revenue..................................    $        489,662              --    $      156,678   $          --    $     646,340
Intersegment revenues....................               4,244              --                --              --            4,224
Net interest expense.....................              27,204              --             2,296              --           29,500
Depreciation and amortization............              46,203              --             1,979           1,263           49,445
Equity income (loss).....................              (1,206)             --                --            (438)          (1,644)
Income taxes.............................            (110,035)             --               488          15,978          (93,569)
Extraordinary item.......................             (25,990)             --                --              --          (25,990)
Segment net income (loss)................            (230,453)             --             1,086          29,673         (199,694)
Segment assets...........................    $      1,424,568              --    $       54,538   $     881,853    $   2,360,959
Investment in equity-
  method subsidiaries....................              68,742              --                --          11,667           80,409
Capital expenditures.....................    $         33,755    $         --    $        3,024   $          --    $      36,779
</TABLE>

                                                                   Consolidated
1999                                              Adjustments          Total
----                                              -----------          -----


Revenue..................................     $       (48,382)      $1,716,800
Intersegment revenues....................                  --           48,382
Net interest expense.....................                (590)          87,851
Depreciation and amortization............                  --          104,856
Equity income (loss).....................                  --            4,343
Income taxes.............................                  --           (6,430)
Extraordinary Item.......................                  --              896
Segment net income (loss)................                 543          (14,938)
Segment assets...........................     $      (686,867)    $  2,673,566
Investment in equity -
  method subsidiaries....................                  --           80,490
Capital expenditures.....................     $            --     $    104,035
1998
Revenue..................................     $       (21,773)    $  1,645,498
Intersegment revenues....................                  --           21,773
Net interest expense.....................                (638)          78,096
Depreciation and amortization............                  --           96,870
Equity income (loss).....................                  --            5,699
Income taxes.............................                  --           23,386
Extraordinary item.......................                  --            2,241
Segment net income (loss)................                 (93)          41,671
Segment assets...........................     $      (681,428)    $  2,712,084
Investment in equity -
  method subsidiaries....................                  --           84,978
Capital expenditures.....................     $            --     $     48,250
1997
Revenue..................................     $        (4,244)    $    642,096
Intersegment revenues....................                  --            4,244
Net interest expense.....................                (453)          29,047
Depreciation and amortization............                  --           49,445
Equity income (loss).....................                  --           (1,644)
Income taxes.............................                  --          (93,569)
Extraordinary item.......................                  --          (25,990)
Segment net income (loss)................                 (68)        (199,762)
Segment assets...........................     $      (299,039)    $  2,061,920
Investment in equity-
  method subsidiaries....................                  --           80,409
Capital expenditures.....................     $            --     $     36,779


*            Results   prior  to  April  13,  1998  are  not   reported  in  WHX
             consolidations   and   therefore   have  been   omitted  from  this
             comparison.

             The  following  is  sales  and  long-lived  asset   information  by
             geographic area as of and for the years ended December 31:

Geographic Information

<TABLE>
<CAPTION>
                                                Revenues                                  Long-lived Assets
                                                --------                                  -----------------
                                 1999             1998            1997            1999           1998             1997
                                 ----             ----            ----            ----           ----             ----

<S>                       <C>               <C>              <C>             <C>             <C>             <C>
United States.........    $    1,690,841    $   1,596,831    $    642,096    $    878,692    $   887,659     $     819,069
Foreign...............            25,959           48,667              --          18,299         16,396                --
                          --------------    -------------    ------------    ------------    -----------     -------------
                          $    1,716,800    $   1,645,498    $    642,096    $    896,991    $   904,055     $     819,069
</TABLE>

            Foreign revenue is based on the country in which the legal
subsidiary is domiciled. Revenue from no single foreign county was material to
the consolidated revenues of the Company.


<PAGE>

Note S--Acquisition of Handy & Harman and Other

             The fair value of the assets  acquired and  liabilities  assumed in
acquisitions are as follows:

<TABLE>
<CAPTION>
                                                                             1999                                 1998
                                                                             ----                                 ----
                                                                             Other         Handy & Harman         Other
                                                                                       (Dollars in Thousands)

<S>                                                                  <C>                <C>                 <C>
             Current assets....................................      $        2,145     $       269,374     $       2,188
             Property, plant & equipment.......................               1,722             124,148               503
             Other long-term assets............................                  --             155,426                --
             Goodwill..........................................               9,627             291,931            10,121
             Current liabilities...............................                (667)           (120,790)             (157)
             Debt..............................................                  --            (229,600)           (4,320)
             Other long-term liabilities.......................                  --             (74,635)               --
                                                                     --------------     ---------------     -------------
             Purchase price, net of cash acquired..............      $       12,827     $       415,854     $       8,335
                                                                     ==============     ===============     =============
</TABLE>

Note T--Quarterly Information (Unaudited)

             Financial  results  by  quarter  for the  two  fiscal  years  ended
December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                                                             Basic
                                                                                           Earnings          Basic       Diluted
                                                                                            (Loss)         Earnings     Earnings
                                                                                           Per Share        (Loss)       (Loss)
                                               Gross          Extra-           Net          Before         Per Share    Per Share
                                 Net          Profit         ordinary        Income      Extraordinary      On Net       On Net
                                Sales         (Loss)          Income         (Loss)          Items          Income       Income
                                -----         ------          ------         ------          -----          ------       ------
                                                                 (Dollars, Except Per Share, in Thousands)

<S>                        <C>             <C>             <C>           <C>             <C>             <C>           <C>
1999:
   1st Quarter..........   $     396,925   $    47,788     $      896    $    (35,596)   $     (2.45)    $   (2.40)    $(2.40)
   2nd Quarter..........         413,783        78,158             --          15,432            .62           .62        .46
   3rd Quarter..........         447,607        79,216             --          11,109            .38           .38        .34
   4th Quarter..........         458,485        81,249             --         (5,883)           (.78)         (.78)      (.78)
1998:(1)
   1st Quarter..........   $     304,078   $    34,421     $       --    $      1,088    $      (.21)    $    (.21)     $(.21)
   2nd Quarter..........         464,455        88,523             --          14,067            .48           .48        .39
   3rd Quarter..........         459,563        79,313          2,241          24,023            .91          1.03        .68
   4th Quarter..........         417,402        66,810             --           2,493           (.15)         (.15)      (.15)


</TABLE>

Diluted  loss  per  share  would be the  same as  basic  loss per  share in loss
quarters because conversion of stock options,  convertible Series A and Series B
Preferred Stock or redeemable Common Stock would be anti-dilutive.

(1)          1998 results reflect the acquisition of H&H from April 13, 1998.

Note U--Subsequent Event (Unaudited)

             On March 10,  2000,  WPC reached an  agreement  with certain of its
insurance carriers relating to several outstanding claims. As a result, WPC will
record a gain of approximately $7.5 million in the first quarter of 2000.
<PAGE>

Item 9.  Changes  in and  Disagreements  with  Accountants  on
         Accounting and Financial Disclosures

         NOT APPLICABLE.

<PAGE>

                                    PART III

Item 10.         Directors and Executive Officers of the Registrant

            Incorporated  by reference to the  information  appearing  under the
heading "Election of Directors" in the Company's  definitive proxy statement for
the 2000 Annual Meeting of Stockholders.

Item 11.          Management Remuneration

            Incorporated  by reference to the  information  appearing  under the
heading "Executive Compensation" in the Company's definitive proxy statement for
the 2000 Annual Meeting of Stockholders.

Item 12.          Security Ownership of Certain Beneficial Owners and Management

            Incorporated  by reference to the  information  appearing  under the
heading "Security Ownership" in the Company's definitive proxy statement for the
2000 Annual Meeting of Stockholders.

Item 13.          Certain Relationships and Related Transactions

            Incorporated  by reference to the  information  appearing  under the
heading  "Certain  Relationships  and  Related  Transactions"  in the  Company's
definitive proxy statement for the 2000 Annual Meeting of Stockholders.



<PAGE>

                                     PART IV

Item 14.          Exhibits,  Financial Statement Schedules,  and Reports on Form
                  8-K

(a) 2.   Audited Financial Statements of Wheeling-Nisshin, Inc.

           The following audited Financial Statements of Wheeling-Nisshin,  Inc.
           are presented  because  Wheeling-Nisshin  is considered a significant
           subsidiary as defined under SEC Regulations.



<PAGE>

Report of Independent Accountants


To the Shareholders and Board of Directors
of Wheeling-Nisshin, Inc.


In our opinion,  the accompanying  balance sheets and the related  statements of
income,  shareholders'  equity and cash flows  present  fairly,  in all material
respects,  the  financial  position of  Wheeling-Nisshin,  Inc. (the Company) at
December 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999, in conformity
with  accounting  principles  generally  accepted  in the United  States.  These
financial  statements are the  responsibility of the Company's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
auditing standards  generally accepted in the United States,  which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for the opinion expressed above.

As discussed in Note 3 to the financial  statements,  effective January 1, 1999,
the  Company  has given  retroactive  effect to the  change  in  accounting  for
inventories from the last-in, first-out (LIFO) method to the first-in, first-out
(FIFO) method.



February 18, 2000, except for Note 9,
  which is dated March 10, 2000


<PAGE>
                             WHEELING-NISSHIN, INC.

                                 BALANCE SHEETS
                           December 31, 1999 and 1998
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                      1999                 1998
                               Assets

<S>                                                                                 <C>                 <C>
Current assets:
    Cash and cash equivalents                                                       $ 19,044            $ 21,278
    Investments                                                                       39,493              48,659
    Trade accounts receivable, net of allowance for bad debts of
      $250 in 1999 and 1998 (Note 9)                                                  16,856              10,262
    Inventories (Notes 3 and 4)                                                       20,248              13,287
    Prepaid income taxes                                                                --                 1,045
    Deferred tax assets (Note 7)                                                       3,985               3,303
    Other current assets                                                                 841                 432
                                                                                    --------            --------

              Total current assets                                                   100,467              98,266
                                                                                    --------            --------

Property, plant and equipment, net (Note 5)                                          103,454             111,788
Debt issuance costs, net of accumulated amortization
  of $1,879 in 1999 and $1,792 in 1998                                                    22                 109
Other assets                                                                             696                 602
                                                                                    --------            --------

              Total assets                                                          $204,639            $210,765
                                                                                    ========            ========

          Liabilities and Shareholders' Equity

Current liabilities:
    Accounts payable                                                                $  9,348            $  5,381
    Due to affiliates (Note 9)                                                         9,449               3,968
    Accrued interest                                                                      83                 237
    Accrued income taxes                                                                 809                --
    Other accrued liabilities                                                          3,653               3,970
    Accrued profit sharing                                                             2,195               6,290
    Current portion of long-term debt (Note 6)                                         4,106               6,775
                                                                                    --------            --------

              Total current liabilities                                               29,643              26,621
                                                                                    --------            --------

Long-term debt, less current portion (Note 6)                                           --                 4,824
Deferred tax liabilities (Note 7)                                                     27,220              26,271
Other long-term liabilities (Note 10)                                                  2,500               2,500
                                                                                    --------            --------

              Total liabilities                                                       59,363              60,216
                                                                                    --------            --------

Contingencies (Note 10)

Shareholders' equity:
    Common stock, no par value; authorized, issued and
      outstanding, 7,000 shares                                                       71,588              71,588
    Retained earnings                                                                 73,688              78,961
                                                                                    --------            --------

              Total shareholders' equity                                             145,276             150,549
                                                                                    --------            --------
                 Total liabilities and shareholders' equity                         $204,639            $210,765
                                                                                    ========            ========
</TABLE>

<PAGE>

                             WHEELING-NISSHIN, INC.

                              STATEMENTS OF INCOME
              For the years ended December 31, 1999, 1998 and 1997
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                             1999             1998              1997

<S>                                                                      <C>               <C>               <C>
Net sales (Note 9)                                                       $ 347,087         $ 379,415         $ 396,278

Cost of goods sold, excluding depreciation (Notes 3 and 9)                 316,275           328,405           354,730
                                                                         ---------         ---------         ---------

              Gross profit                                                  30,812            51,010            41,548
                                                                         ---------         ---------         ---------

Selling, general and administrative expenses                                 6,880             6,594             5,233
Depreciation and amortization                                               12,772            13,002            12,955
                                                                         ---------         ---------         ---------

              Operating income                                              11,160            31,414            23,360
                                                                         ---------         ---------         ---------

Other income (expense):
 Interest and other income                                                   3,049             3,002             2,203
 Interest expense                                                             (464)             (985)           (1,398)
                                                                         ---------         ---------         ---------

                                                                             2,585             2,017               805
                                                                         ---------         ---------         ---------

              Income before income taxes                                    13,745            33,431            24,165

Provision for income taxes (Note 7)                                          5,018            12,259             8,938
                                                                         ---------         ---------         ---------

              Net income                                                 $   8,727         $  21,172         $  15,227
                                                                         =========         =========         =========

Earnings per share                                                       $    1.25         $    3.02         $    2.18
                                                                         =========         =========         =========

</TABLE>

<PAGE>

                             WHEELING-NISSHIN, INC.

                       STATEMENTS OF SHAREHOLDERS' EQUITY
              For the years ended December 31, 1999, 1998 and 1997
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                             Common             Retained
                                                              Stock             Earnings                Total

<S>                                                       <C>                  <C>                   <C>
Balance at December 31, 1996                              $  71,588            $  63,562             $ 135,150

Net income, as restated (Note 3)                               --                 15,227                15,227

Cash dividends ($1 per share)                                  --                 (7,000)               (7,000)
                                                          ---------            ---------             ---------

Balance at December 31, 1997, as restated                    71,588               71,789               143,377

Net income, as restated (Note 3)                               --                 21,172                21,172

Cash dividends ($2 per share)                                  --                (14,000)              (14,000)
                                                          ---------            ---------             ---------

Balance at December 31, 1998, as restated                    71,588               78,961               150,549

Net income                                                     --                  8,727                 8,727

Cash dividends ($2 per share)                                  --                (14,000)              (14,000)
                                                          ---------            ---------             ---------

Balance at December 31, 1999                              $  71,588            $  73,688             $ 145,276
                                                          =========            =========             =========
</TABLE>


<PAGE>

                             WHEELING-NISSHIN, INC.
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 1999, 1998 and 1997
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                   1999            1998              1997
<S>                                                                            <C>              <C>              <C>
Cash flows from operating activities:
    Net income                                                                 $   8,727        $  21,172        $  15,227
    Adjustments to reconcile net income to net cash
      provided by operating activities:
       Depreciation and amortization                                              12,772           13,002           12,955
       Loss on disposal of property and equipment                                     65                6             --
       Deferred income taxes                                                         267              545              644
       Net change in operating assets and liabilities:
          (Increase) decrease in trade accounts receivable                        (6,594)           6,102            3,401
          (Increase) decrease in inventories                                      (6,961)           2,163            6,783
          Decrease (increase) in prepaid and accrued income taxes                  1,854             (906)          (3,322)
          (Increase) decrease in other assets                                       (503)             190              197
          Increase (decrease) in accounts payable                                  3,967           (5,303)         (10,542)
          Increase in due to affiliates                                            5,481              612            3,356
          Decrease in accrued interest                                              (154)            (130)            (130)
          (Decrease) increase in other accrued liabilities                        (5,397)           2,750           (1,879)
                                                                               ---------        ---------        ---------

             Net cash provided by operating activities                            13,524           40,203           26,690
                                                                               ---------        ---------        ---------

Cash flows from investing activities:
    Capital expenditures, net                                                     (3,431)            (222)            (959)
    Proceeds from sale of land                                                      --                 24             --
    Purchase of investments                                                     (113,509)         (44,214)         (43,700)
    Maturity of investments                                                      122,675           24,055           35,100
                                                                               ---------        ---------        ---------

             Net cash provided by (used in) investing activities                   5,735          (20,357)          (9,559)
                                                                               ---------        ---------        ---------

Cash flows from financing activities:
    Payments on long-term debt                                                    (7,493)          (6,881)          (6,835)
    Payment of dividends                                                         (14,000)         (14,000)          (7,000)
                                                                               ---------        ---------        ---------

             Net cash used in financing activities                               (21,493)         (20,881)         (13,835)
                                                                               ---------        ---------        ---------

Net (decrease) increase in cash and cash equivalents                              (2,234)          (1,035)           3,296

Cash and cash equivalents:
       Beginning of the year                                                      21,278           22,313           19,017
                                                                               ---------        ---------        ---------

       End of the year                                                         $  19,044        $  21,278        $  22,313
                                                                               =========        =========        =========

Supplemental cash flow disclosures: Cash paid during the year for:
       Interest                                                                $     618        $   1,115        $   1,528
                                                                               =========        =========        =========

       Income taxes                                                            $   2,935        $  12,622        $  11,616
                                                                               =========        =========        =========

Supplemental schedule of noncash investing and
  financing activities:
    Acquisition of property, plant and equipment
      included in other long-term liabilities (Note 10)                        $    --          $    --          $   2,500
                                                                               =========        =========        =========

</TABLE>

<PAGE>

                             WHEELING-NISSHIN, INC.

                          NOTES TO FINANCIAL STATEMENTS
                             (Dollars in thousands)


1.      Description of Business

        Wheeling-Nisshin,  Inc. (the Company) is engaged in the  production  and
        marketing of galvanized and aluminized steel products at a manufacturing
        facility in Follansbee, West Virginia.  Principally all of the Company's
        sales are to ten  trading  companies  located  primarily  in the  United
        States.  At  December  31,  1999,   Nisshin  Holding   Incorporated,   a
        wholly-owned  subsidiary  of Nisshin  Steel Co.,  Ltd.,  (Nisshin),  and
        Wheeling-Pittsburgh  Corporation  (Wheeling-Pittsburgh),  a wholly-owned
        subsidiary  of WHX  Corporation,  owned 64.3 percent and 35.7 percent of
        the outstanding common stock of the Company, respectively.


2.      Summary of Significant Accounting Policies

        Use of Estimates
        The  preparation  of financial  statements in conformity  with generally
        accepted accounting principles requires management to make estimates and
        assumptions  that affect the reported  amounts of assets and liabilities
        and the disclosure of contingent  assets and  liabilities at the date of
        the financial statements.  Estimates also affect the reported amounts of
        revenues and expenses during the reporting period.  Actual results could
        differ from those estimates.

        Cash and Cash Equivalents
        Cash and cash  equivalents  consist of general cash  accounts and highly
        liquid debt  instruments  with  maturities  of three months or less when
        purchased.  Substantially all of the Company's cash and cash equivalents
        are  maintained  at one  financial  institution.  No collateral or other
        security  is  provided  on these  deposits,  other than $100 of deposits
        insured by the Federal Deposit Insurance Corporation.

        Investments
        The Company follows Statement of Financial  Accounting  Standards (SFAS)
        No.  115,  "Accounting  for  Certain  Investments  in  Debt  and  Equity
        Securities,"  which  requires that  securities be classified as trading,
        held-to-maturity,  or  available-for-sale.  The  Company's  investments,
        which  consist  of  certificates  of  deposit,   government   bonds  and
        commercial paper, are classified as held-to-maturity and are recorded at
        cost. The  certificates of deposit amounted to $4,000 and $0 at December
        31, 1999 and 1998,  respectively,  and are  maintained  at one financial
        institution.  Government bonds amounted to $900 at December 31, 1999 and
        1998.  Commercial  paper amounted to $34,593 and $47,759 at December 31,
        1999 and 1998, respectively.

        Inventories
        Inventories  are  stated  at the  lower  of  cost  or  market.  Cost  is
        determined by the first-in,  first-out  (FIFO)  method.  Until 1998, the
        Company  used  the  last-in,   first-out  (LIFO)  method  to  value  its
        inventories,  which was approximately $510 and $1,343 higher than it was
        under  the FIFO  method at  December  31,  1998 and 1997,  respectively.
        Effective January 1, 1999, the Company changed to the FIFO method (refer
        to Note 3).

        Property, Plant and Equipment

        Property,  plant  and  equipment  is  stated  at cost  less  accumulated
        depreciation.

        Major renewals and  improvements  are charged to the property  accounts,
        while  replacements,  maintenance  and repairs,  which do not improve or
        extend the useful  lives of the  respective  assets are  expensed.  Upon
        disposition or retirement of property, plant and equipment, the cost and
        the related  accumulated  depreciation  are removed  from the  accounts.
        Gains or losses on sales are reflected in other income.

        Depreciation  is  provided  using  the  straight-line  method  over  the
        estimated useful lives of the assets.


<PAGE>

                             WHEELING-NISSHIN, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)


        The  carrying  value of  property,  plant  and  equipment  is  evaluated
        periodically  in  relation  to  the  operating  performance  and  future
        undiscounted  cash flows of the underlying  operations.  Adjustments are
        made if the sum of  expected  future  net cash  flows is less  than book
        value.

        Debt Issuance Costs
        Debt issuance  costs  associated  with long-term debt secured to finance
        the construction of the Company's  original  manufacturing  facility and
        the second  production  line were  capitalized  and are being  amortized
        using the effective interest method over the term of the related debt.

        Income Taxes
        The Company  follows  SFAS No. 109,  "Accounting  for Income  Taxes," to
        recognize deferred tax liabilities and assets for the difference between
        the financial statement carrying amounts and the tax basis of assets and
        liabilities  using enacted tax rates in effect in the years in which the
        differences   are  expected  to  reverse.   Valuation   allowances   are
        established  when necessary to reduce  deferred tax assets to the amount
        expected to be realized.

        Earnings  per Share The  Company  follows  SFAS No. 128,  "Earnings  per
        Share," which requires the disclosure of basic and diluted  earnings per
        share.

        Earnings per share is  calculated by dividing net income by the weighted
        average number of shares of common stock outstanding during each period.


3.      Accounting Change

        Effective  January 1, 1999, the Company  elected to change its method of
        inventory valuation from the LIFO method to the FIFO method. The Company
        believes the FIFO method  provides a better  matching of inventory costs
        with  product  sales.  The  change  has been  applied  retroactively  by
        restating the financial  statements for prior years.  The effect of this
        restatement  was to increase net income for the year ended  December 31,
        1998 by $523 or $.07 per share  and to  decrease  net  income by $846 or
        $.12 per share for the year ended  December  31,  1997.  The  cumulative
        effect of the change as of January 1, 1997 was not material.

                                                         1998           1997

         Retained earnings, as previously reported   $   79,284     $   72,635
         Effect of change                                 (323)          (846)
                                                    ------------   ------------

         Retained earnings, as restated              $   78,961     $   71,789
                                                    ============   ============

<PAGE>

                             WHEELING-NISSHIN, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

4.      Inventories

        Inventories consisted of the following at December 31:

                                                  1999              1998

         Raw materials                           $ 11,043         $   7,576
         Finished goods                             9,205             5,711
                                             -------------   ---------------

                                                 $ 20,248          $ 13,287
                                             =============   ===============



5.      Property, Plant and Equipment

        Property, plant and equipment consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                  Estimated Useful Lives
                                                          (Years)              1999             1998

<S>                                                       <C>                  <C>              <C>
         Buildings and building improvements              15-31.5              $     34,773     $     34,674
         Land improvements                                   15                       3,097            3,097
         Machinery and equipment                            3-15                    165,583          165,569
         Office equipment                                    10                       2,797            3,262
                                                                             ---------------   --------------

                                                                                    206,250          206,602

         Less accumulated depreciation                                            (107,034)         (95,816)
                                                                             ---------------   --------------

                                                                                     99,216          110,786

         Land                                                                         1,002            1,002
         Construction in process                                                      3,236                -
                                                                             ---------------   --------------

                                                                                $   103,454     $    111,788
                                                                             ===============   ==============
</TABLE>

        Depreciation expense was $12,685,  $12,915 and $12,871 in 1999, 1998 and
1997, respectively.

<PAGE>

                             WHEELING-NISSHIN, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

6.      Long-Term Debt

        Long-term debt consisted of the following at December 31:

        The industrial  revenue bonds are  collateralized  by substantially  all
        property,  plant  and  equipment  and  are  guaranteed  by  Nisshin.  In
        addition, the industrial revenue bonds provide that dividends may not be
        declared or paid without the prior written  consent of the lender.  Such
        approval  was obtained for the  dividends  paid in years 1999,  1998 and
        1997.


                                                            1999          1998

          Industrial revenue bonds for the second
            production line accruing interest at
            .625% over the LIBOR rate, as adjusted
            for periods ranging from three months to
            one year, as elected by the Company. The
            interest rate on the bonds was 6.65% at
            December 31, 1999 and 6.66% at December
            31, 1998. The bonds are payable in equal
            semi-annual installments of $2,853 plus
            interest through September 2000.             $  4,106      $ 11,529

          Capital lease obligations accruing
            interest at rates ranging from 10% to
            13.8%, payable in monthly installments
            through December 1999.                            -              70
                                                         ----------   ----------

                                                            4,106        11,599

          Less current portion                              4,106         6,775
                                                         ----------   ----------

                                                         $    -       $   4,824
                                                         ==========   ==========



7.      Income Taxes

        The provision for income taxes for the years ended December 31 consisted
of:

                                      1999             1998            1997

          Current:
                    U.S. Federal      $   4,445      $  11,005      $   7,771
                    State                   306            709            523
          Deferred                          267            545            644
                                    ------------   ------------   ------------

                                      $   5,018      $  12,259      $   8,938
                                    ============   ============   ============
<PAGE>

                             WHEELING-NISSHIN, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)


        Reconciliation  of the federal  statutory  and  effective  tax rates for
1999, 1998 and 1997 is as follows:
                                              1999         1998         1997


         Federal statutory rate                 35.0 %       35.0 %       35.0 %
         State income taxes                      1.6          1.6          1.5
         Other, net                            (0.1)          0.1          0.5
                                          -----------   ----------    ---------

                                                36.5 %       36.7 %       37.0 %
                                          ===========   ==========    =========


        The deferred tax assets and  liabilities  recorded on the balance sheets
as of December 31 are as follows:

                                                       1999            1998

         Deferred tax assets:
            Accrued expenses                         $   1,897       $   1,143
            Other                                        2,088           2,160
                                                  -------------    ------------

                                                         3,985           3,303
                                                  -------------    ------------

         Deferred tax liabilities:
            Depreciation and amortization               23,492          22,729
            Other                                        3,728           3,542
                                                  -------------    ------------

                                                        27,220          26,271
                                                  -------------    ------------


        The Company  has  received  two  separate  tax credits for new  business
        investment  and jobs  expansion  (Supercredits)  in West  Virginia.  The
        Supercredits  may only be applied to offset the West Virginia income tax
        liability  generated by the specific business expansion that created the
        credit.  The first  Supercredit was granted in 1988 and expired in 1997.
        However,  the Company has approximately  $2,500 of credit  carryforwards
        attributed  to the  1988  investment  that  may be  used to  offset  the
        Company's West Virginia income tax liability for the three taxable years
        ended 2000.

        The  second  Supercredit  granted  in 1993 can be used to  offset  up to
        $5,958  annually of West Virginia  income tax  attributable  to the 1993
        investment through the 2002 tax year. A portion of any unused credit may
        be carried forward for three taxable years thereafter.

        A valuation allowance for the entire amount of the Supercredits has been
        recognized in the accompanying financial statements. Accordingly, as the
        Supercredits are utilized,  a benefit is recognized  through a reduction
        of the current  state income tax  provision.  Such  benefit  amounted to
        approximately $636 in 1999, $1,120 in 1998 and $876 in 1997.



<PAGE>

                             WHEELING-NISSHIN, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)


8.      Employee Benefit Plans

Retirement Plan
        The  Company  has a  noncontributory,  defined  contribution  plan which
        covers eligible employees.  The plan provides for Company  contributions
        ranging from 2% to 6% of the participant's  annual compensation based on
        their years of service. The Company's  contribution to the plan was $574
        in 1999, $490 in 1998 and $415 in 1997.

        Profit-Sharing Plan
        The  Company  has  a  nonqualified   profit-sharing  plan  for  eligible
        employees, providing for cash distributions to the participants in years
        when  income   before   income  taxes  is  in  excess  of  $500.   These
        contributions  are based on an escalating scale from 5% to 15% of income
        before income taxes.  The  profit-sharing  expense,  which  includes the
        profit-sharing  contribution and the related employer payroll taxes, was
        $2,090 in 1999, $6,290 in 1998 and $4,644 in 1997.

        Postretirement Benefits
        In December 1996, the Company adopted a defined  benefit  postretirement
        plan which covers eligible  employees.  Generally,  the plan calls for a
        stated  percentage of medical  expenses reduced by deductibles and other
        coverages.  The plan is currently unfunded.  The postretirement  benefit
        expense was $68 for 1999, 1998 and 1997. Accrued postretirement benefits
        were  approximately  $271  and  $203 at  December  31,  1999  and  1998,
        respectively.


9.      Related Party Transactions

        The Company has a supply agreement with Wheeling-Pittsburgh  under which
        the Company has agreed to purchase a specified  portion of its  required
        raw materials  through the year 2013.  The Company  purchased  $170,458,
        $164,473  and $24,533 of raw  materials  and  processing  services  from
        Wheeling-Pittsburgh  in 1999, 1998 and 1997,  respectively.  The amounts
        due  Wheeling-Pittsburgh  for  such  purchases  are  included  in due to
        affiliates in the accompanying balance sheets.

        In 1999, the Company  received notice from  Wheeling-Pittsburgh  as to a
        pricing  dispute  under the supply  agreement  for amounts  owed for raw
        material  purchases  during the third and fourth  quarters  of 1999.  On
        March 10,  2000,  the  Company  reached a  settlement  in the  amount of
        approximately $2,000 with  Wheeling-Pittsburgh over the pricing dispute.
        The   settlement   amount  has  been  recorded  in  the  1999  financial
        statements.


        The  Company  also sells  products  to  Wheeling-Pittsburgh.  Such sales
        totaled $1,175, $1,916 and $6,408 in 1999, 1998 and 1997,  respectively,
        of which $302 and $228  remained  unpaid at December  31, 1999 and 1998,
        respectively,  and are  included  in trade  accounts  receivable  in the
        accompanying balance sheets. The Company also sells products to Unimast,
        Inc., an affiliate of Wheeling-Pittsburgh. Such sales totaled $845, $333
        and $435 in 1999, 1998 and 1997, respectively, all of which were paid at
        December 31, 1999 and 1998.


10.     Legal Matters

        The  Company  is a party to a dispute  for final  settlement  of charges
        related to the  construction of its second  production line. The Company
        had claims  asserted  against it in the amount of  approximately  $6,900
        emerging  from  civil  actions  alleging  delays  on  the  project.   In
        connection  with the  dispute,  the Company  filed a separate  claim for
        alleged  damages that it had  sustained  in the amount of  approximately
        $400.

        The claims  were  litigated  in the Court of Common  Pleas of  Allegheny
        County,  Pennsylvania,  in a jury trial,  which  commenced on January 5,
        1996.  A verdict in the  amount of $6,700  plus  interest  of $1,900 was
        entered against the



<PAGE>

        Company on October 2, 1996. After the verdict, the plaintiffs requested
        the trial court to award counsel fees in the amount of $2,422 against
        the Company. The motions for counsel fees plus interest were granted by
        the court to the plaintiffs in June 1997.

        The Company filed  appeals from the  judgments to the Superior  Court of
        Pennsylvania in 1997.  Post-judgment  interest accrues during the appeal
        period.  Additionally,  the  Company  has  posted  a bond  approximating
        $12,000 that will be held by the court pending the appeals.  On December
        31, 1998, a  three-judge  panel of the Superior  Court ruled in favor of
        the Company's  appeals  vacating the October 2, 1996 adverse verdict and
        the award of counsel fees and remanded the case for a new trial.

        In 1999,  the  plaintiffs  requested the  Pennsylvania  Supreme Court to
        review the order of the Superior  Court in its  entirety,  including the
        vacating  of the verdict and the  awarding  of counsel  fees,  and their
        request was granted,  on the limited  questions  whether the trial court
        had  jurisdiction  to rule on the  plaintiffs'  motions for counsel fees
        while the appeal was pending and whether the Superior  Court  errored in
        ruling on the merits of the appeal  without first getting an explanatory
        statement from the trial court. The Company intends to vigorously oppose
        efforts to have the Supreme Court  interfere  with the Superior  Court's
        favorable  rulings as well as vigorously  defend against the plaintiffs'
        claims assuming a new trial is held. The Company has been advised by its
        Special  Counsel  that it has various  legal bases for relief,  if a new
        trial  is  held.   However,   since   litigation   is  subject  to  many
        uncertainties, the Company is presently unable to predict the outcome of
        this matter.  In 1997, the Company recorded a liability in the amount of
        $2,500  related to these  matters,  which was  capitalized  in property,
        plant and equipment as cost overruns in the accompanying balance sheets.
        There is at least a reasonable  possibility that the ultimate resolution
        of these matters may have a material effect on the Company's  results of
        operations or cash flows in the year of final determination. Any portion
        of the ultimate resolution for interest, penalties and counsel fees will
        be charged to results of operations.



11.     Fair Value of Financial Instruments

        The estimated fair values and the methods used to estimate those values
        are disclosed below:

Investments
        The fair values of commercial  paper,  government bonds and certificates
        of deposit  were  $40,220  and  $48,844 at  December  31, 1999 and 1998,
        respectively. These amounts were determined based on the investment cost
        plus interest receivable at December 31, 1999 and 1998.

        Long-Term Debt
        Based on borrowing rates currently available to the Company for bank
        loans with similar terms and maturities, fair value approximates the
        carrying value.


<PAGE>

(a) 3.            Exhibits

            2.1               Confirmation Order of the United States Bankruptcy
                              Court for the Western  District  of  Pennsylvania,
                              dated  December 18, 1990,  containing  the Amended
                              Joint      Plan     of      Reorganization      of
                              Wheeling-Pittsburgh   Steel   Corporation,   dated
                              October  18,  1990,  as  modified  and  approved--
                              Incorporated herein by reference to Exhibit 2.1 to
                              WPC's Form 8-K filed December 28, 1990.

            2.2               Form of Plan and Agreement of Merger,  dated as of
                              July    26,    1994    among    WPC,    WHX    and
                              WHEELING-PITTSBURGH  STEEL CORPORATION  Merger Co.
                              --  Incorporated  herein by  reference  to Exhibit
                              2.2. to Company's Form S-4 Registration  Statement
                              (No. 33-53591).

            3.1               Certificate  of  Incorporation  of  the  Company--
                              Incorporated herein by reference to Exhibit 3.2 to
                              the Company's Form S-4 Registration Statement (No.
                              33-53591).

            3.2               Certificate   of   Designations   filed  with  the
                              Delaware  Secretary of State on September 22, 1994
                              - -  Incorporated  herein by  reference to Exhibit
                              4.3  to  the  Company's   Form  S-3   Registration
                              Statement (No. 33-54831).

           *3.3               Certificate   of  Amendment  to   Certificate   of
                              Incorporation filed with the Delaware Secretary of
                              State on January 23, 1997.

            3.3               Certificate   of  Amendment  to   Certificate   of
                              Incorporation filed with the Delaware Secretary of
                              State on January 23, 1997 - Incorporated herein by
                              reference  to  Exhibit  99.2 to the Form 8-K filed
                              November 11, 1999-K.

            3.4               Amended  and  Restated  By-Laws  of the  Company -
                              Incorporated  herein by  reference to Exhibit 99.2
                              to the Form 8-K filed November 11, 1999-K.

            4.1               Indenture  ("Senior Note Indenture"),  between WPC
                              and  Bank  One,   Columbus,   NA,   as   Trustee--
                              Incorporated herein by reference to Exhibit 4.1 to
                              WPC's  Form  S-4   Registration   Statement   (No.
                              333-43867).

            4.2               Term Loan Agreement  dated as of November 20, 1997
                              between  Wheeling-Pittsburgh  Corporation  and DLJ
                              Capital Funding,  Inc., as syndication  agent, and
                              the lenders party thereto --  Incorporated  herein
                              by reference to Exhibit 4.2 to the 1997 Form 10-K.

            4.3               Amendment No. 1 to Term Loan Agreement dated as of
                              December  31,  1997  between   Wheeling-Pittsburgh
                              Corporation  and DLJ  Capital  Funding,  Inc.,  as
                              syndication agent, and the Lenders party thereto--
                              Incorporated herein by reference to Exhibit 4.3 to
                              the 1997 Form 10-K.

           *4.4               Third Amended and Restated Credit  Agreement dated
                              as of April 30,  1999,  among  WPSC,  the  lenders
                              party thereto and Citibank, N.A., as Agent

            4.5               Credit  Agreement  dated as of July 30, 1998 among
                              Handy & Harman, Handy & Harman of Canada, Limited,
                              Handy  &  Harman  Europe  Limited,  Rigby-Maryland
                              (Stainless)  Limited and Indiana  Tube Danmark A/S
                              and the Initial Lenders, Initial Issuing Banks and
                              Swing Line Bank named  therein and  Citicorp  USA,
                              Inc. as collateral agent and administrative agent.
                              - Incorporated herein by reference to Exhibit 4.11
                              to the 1998 Form 10-K.

           10.1               Form  of  Key   Employee   Deferred   Compensation
                              Agreement--Incorporated  herein  by  reference  to
                              Exhibit 10.1 to the 1990 10-K.
<PAGE>
           10.2               Cooperation   Agreement  dated  February  7,  1984
                              between  the   Company  and  Nisshin   Steel  Co.,
                              Ltd.--Incorporated  herein by reference to Exhibit
                              10.24  to  the  Company's  Form  S-1  Registration
                              Statement No. 2-89295 as filed with the Securities
                              and Exchange Commission on February 7, 1984.

           10.3               Close  Corporation  and  Shareholder's   Agreement
                              effective as of March 24, 1994,  by and among Dong
                              Yang Tinplate America Corp.,  WPC,  Nittetsu Shoji
                              American, Inc. and Ohio Coatings Company.

           10.4               Second Amended and Restated Shareholders Agreement
                              dated as of November  12, 1990 between the Company
                              and Nisshin Steel Co. Ltd.--Incorporated herein by
                              reference to Exhibit 10.9 to the 1990 10-K.

           10.5               Management  Agreement  dated as of January 3, 1991
                              between the  Company  and WPN  Corp.--Incorporated
                              herein by reference  to Exhibit  10.11 to the 1990
                              10-K.

           10.6               Amendment No. 1 to Management  Agreement  dated as
                              of January 1, 1993  between  the  Company  and WPN
                              Corp.-Incorporated  herein by reference to Exhibit
                              10.8  to  the  Company's  Form  S-2   Registration
                              Statement  filed  February 23, 1993 (the "February
                              Form S-2").

           10.7               Amendment No. 2 to Management  Agreement  dated as
                              of April 11,  1994  between  the  Company  and WPN
                              Corp.--Incorporated herein by reference to Exhibit
                              10.9 to the 1994 Form 10-K.

           10.8               Amendment No. 3 to Management  Agreement  dated as
                              of April  1,  1996  between  the  Company  and WPN
                              Corporation--Incorporated  herein by  reference to
                              Exhibit 10.9 to the 1996 Form 10-K.

           10.9               Amendment No. 4 to Management  Agreement  dated as
                              of April 13,  1998  between  the  Company  and WPN
                              Corporation - Incorporated  herein by reference to
                              Exhibit 10.9 to the 1998 Form 10-K.

           10.10              1991 Incentive and Nonqualified  Stock Option Plan
                              of the  Company--Incorporated  herein by reference
                              to  Exhibit  10.13  to  the  Company's   Form  S-2
                              Registration Statement (No. 33-43139).

           10.11              Amendment No. 3 to 1991 Incentive and Nonqualified
                              Stock  Option Plan of the  Company -  Incorporated
                              herein  by   reference   to  Exhibit  4.D  to  the
                              Company's Form S-8 filed September 24, 1998.

           10.12              1993  Directors and  Non-Employee  Officers  Stock
                              Option  Plan--Incorporated  herein by reference to
                              Exhibit 4.D to WPC's Form S-8 filed April 8, 1994.

           10.13              1997  Directors  Stock Option Plan--  Incorporated
                              herein by reference  to Exhibit  10.11 to the 1997
                              Form 10-K.

           10.14              WPN Corp. Stock Option Grant Letter dated July 29,
                              1993 - Incorporated herein by reference to Exhibit
                              10.13 to the 1998 Form 10-K.

           10.15              WPN Corp.  Stock  Option Grant Letter dated August
                              4,  1997--Incorporated   herein  by  reference  to
                              Exhibit 10.12 to the 1997 Form 10-K.
<PAGE>

           10. 16             Agreement by and between Handy & Harman and Arnold
                              Nance dated May 1, 1998 (as  amended by  Amendment
                              No. 1 to Employment  Agreement  dated December 21,
                              1998).-   Incorporated   herein  by  reference  to
                              Exhibit 10.16 to the 1998 Form 10-K.

           10.17              Agreement  dated  as of  April  23,  1998  by  and
                              between  the   Company  and  James  G.   Bradley.-
                              Incorporated  herein by reference to Exhibit 10.17
                              to the 1998 Form 10-K.

           10.18              Agreement  dated  as of  April  17,  1998  by  and
                              between  the  Company  and  Robert  D.   LeBlanc.-
                              Incorporated  herein by reference to Exhibit 10.18
                              to the 1998 Form 10-K.

           10.19              Amended  and  Restated   Agreement   dated  as  of
                              December  24,  1998 by and between the Company and
                              Paul J. Mooney.-  Incorporated herein by reference
                              to Exhibit 10.19 to the 1998 Form 10-K.

           10.20              Pooling and Servicing Agreement dated as of August
                              1, 1994, among Wheeling-Pittsburgh  Funding, Inc.,
                              WPSC and Bank  One,  Columbus,  NA--  Incorporated
                              herein by  reference  to Exhibit 4.13 to the WPC's
                              Form S-1 Registration Statement dated February 24,
                              1995.

          *21.1               Subsidiaries of Registrant.

          *23.1               Consent of Pricewaterhouse Coopers LLP

          *27.                Financial Data Sheet


* - filed herewith.


(b)   REPORTS ON FORM 8-K.

      Corporation's  Form 8-K filed with the Securities and Exchange  Commission
      on  November  12,  1999  relating  to the  amending  of the  Corporation's
      Certificate of Amendment and By-Laws.

      Corporation's  Form 8-K filed with the Securities  Exchange  Commission on
      December 8, 1999 relating to the press release announcing the meeting date
      and record date for the 2000 Annual Stockholders Meeting.

<PAGE>



                                   SIGNATURES
      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has signed this report by the  undersigned,
thereunto duly authorized in the City of New York, State of New York on February
, 2000.

WHX CORPORATION

<TABLE>
<CAPTION>
<S>         <C>                                                     <C>
By          /S/ James G. Bradley                                    Date    March 27, 2000
            --------------------------------------------------              --------------------------------------
            James G. Bradley, Executive Vice President of
            WHX Corporation and President and Chief
            Executive Officer of Wheeling Pittsburgh Steel
            Corporation.
            (Co-Principal Executive Officer)

By          /s/ Robert D. LeBlanc                                   Date    March 27, 2000
            --------------------------------------------------              --------------------------------------
            Robert D. LeBlanc, Executive Vice President
            of WHX Corporation and President and Chief
            Executive Officer of Handy & Harman
            (Co-Principal Executive Officer)
</TABLE>


                                POWER OF ATTORNEY
      WHX Corporation and each of the undersigned do hereby appoint Ronald LaBow
and  Marvin  Olshan,  and each of them  severally,  its or his  true and  lawful
attorney to execute on behalf of WHX Corporation and the undersigned any and all
amendments  to this  Annual  Report  on Form  10-K and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange Commission;  each of such attorneys shall have the power
to act hereunder with or without the other.

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
<S>         <C>                                                             <C>
By          /s/ Arnold G. Nance                                             March 27, 2000
            -------------------------------------------------------         -----------------------------------------------------
            Arnold G. Nance, Vice President - Finance                       Date
            (Principal Accounting Officer)

By          /s/ Ronald LaBow                                                March 27, 2000
            -------------------------------------------------------         -----------------------------------------------------
            Ronald LaBow, Chairman of the Board                             Date

By          /s/ Neil D. Arnold                                              March 27, 2000
            -------------------------------------------------------         -----------------------------------------------------
            Neil D. Arnold, Director                                        Date

By          /s/ Paul W. Bucha                                               March 27, 2000
            -------------------------------------------------------         -----------------------------------------------------
            Paul W. Bucha, Director                                         Date

By          /s/ Robert A. Davidow                                           March 27, 2000
            -------------------------------------------------------         -----------------------------------------------------
            Robert A. Davidow, Vice Chairman                                Date

By          /s/ William Goldsmith                                           March 27, 2000
            -------------------------------------------------------         -----------------------------------------------------
            William Goldsmith, Director                                     Date

By          /s/ Marvin L. Olshan                                            March 27, 2000
            -------------------------------------------------------         -----------------------------------------------------
            Marvin L. Olshan, Director                                      Date
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>         <C>                                                             <C>
By          /s/ Robert D. LeBlanc                                           March 27, 2000
            -------------------------------------------------------         -----------------------------------------------------
            Robert D. LeBlanc, Director & Executive Vice President          Date
            (Co-Principal Executive Officer)

By          /s/ Raymond S. Troubh                                           March 27, 2000
            -------------------------------------------------------         -----------------------------------------------------
            Raymond S. Troubh, Director                                     Date

</TABLE>