SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): MARCH 31, 1998
WHX Corporation
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2394 13-3768097
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
110 East 59th Street, New York, New York 10022
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Address of principal executive offices
Registrant's telephone number, including area code: (212) 355-5200
N/A
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(Former name or former address, if changed since last report.)
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Item 5. OTHER EVENTS.
On March 31, 1998, WHX Corporation issued a press release,
which is set forth as Exhibit 99.1 to this Current Report, relating to the sale
of 10 1/2% Senior Notes due 2005 in a Rule 144A Private Placement to qualified
institutional buyers.
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EXHIBIT NO. EXHIBITS
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99.1 Press Release of WHX Corporation dated March
31, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WHX Corporation
Dated: March 31, 1998 By: /s/ Stewart E. Tabin
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Name: Stewart E. Tabin
Title: Assistant Treasurer
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FOR IMMEDIATE RELEASE
Contact:
Patricia Sturms
Abernathy MacGregor Frank
(212) 371-5999
WHX CORPORATION PLACES $350 MILLION
SENIOR NOTES AND EXTENDS TENDER OFFER
IN CONNECTION WITH HANDY & HARMAN ACQUISITION
New York -- March 31, 1998 -- WHX Corporation (NYSE: WHX)
announced today that it has entered into a definitive purchase agreement for the
sale of $350 million principal amount of 10 1/2% Senior Notes due 2005 in a Rule
144A Private Placement to qualified institutional buyers. The net proceeds from
the offering will be used to fund a portion of the purchase price of WHX's
proposed acquisition of Handy & Harman (NYSE: HNH) and related transactions. As
previously announced, WHX and Handy & Harman have entered into a merger
agreement under which WHX's subsidiary, HN Acquisition Corp., has commenced a
$35.25 per share cash tender offer for all outstanding shares of Handy & Harman.
The Closing of the Rule 144A Private Placement offering is expected to occur on
April 7, 1998 and is subject to customary terms and conditions for transactions
of this type, including the successful completion of the tender offer for Handy
& Harman shares.
WHX also announced that in order to comply with the SEC's
requirement that the tender offer must remain open for at least five business
days following the execution of the definitive purchase agreement, the
expiration date of the tender offer has been extended until 12:00 midnight, New
York City time, on Monday, April 6, 1998. The offer was scheduled to expire at
12:00 midnight, New York City time, on Thursday, April 2, 1998. WHX has been
advised by the depositary that 825,777 shares of Handy & Harman common stock
have been tendered into WHX's offer as of the close of business on Monday, March
30, 1998.
The 10 1/2% Senior Notes due 2005 have not been registered
under the Securities Act of 1933, as amended, or applicable state securities
laws, and may not be offered or sold in the United States absent registration
under the Securities Act of 1933 and applicable state securities laws or
available exemptions from registration requirements.
WHX, indirectly through Wheeling-Pittsburgh Steel Corporation,
operates the ninth largest domestic integrated steel business.
