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): JUNE 10, 1998
WHX CORPORATION
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(Exact name of registrant as specified in its charter)
New York 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 June 10, 1998, WHX Corporation (the "Company") announced that it had
merged (the "Pension Plan Merger"), subject to certain regulatory matters, its
pension plan with those of its wholly-owned Handy & Harman ("H&H") subsidiary. A
copy of the press release relating to such announcement is attached hereto as
Exhibit 99.1. Certain holders (the "Subject H&H 7.31% Noteholders") of H&H's
7.31% unsecured senior notes due April 30, 2004 (the "H&H 7.31% Notes") have
notified the Company of their position that any merger transaction would
constitute a violation of certain covenants relating to the note purchase
agreement (the "H&H 7.31% Note Purchase Agreement) dated as of April 17, 1997,
under which the H&H 7.31% Notes were issued and that they might declare an Event
of Default (the "H&H 7.31% Note Event of Default"). The Company has and
continues to attempt to negotiate a settlement of the dispute with the Subject
H&H 7.31% Noteholders and has offered to pay them their full principal amount
plus accrued interest.
In addition, on June 16, 1998 the Company filed an action in the
Supreme Court of the State of New York, City of New York seeking a declaratory
judgment that the Pension Plan Merger is not a breach of any of the covenants
contained in the H&H 7.31% Note Purchase Agreement. There can be no assurance
that the Company will prevail in this action. On June 17, 1998, the Company was
denied a temporary restraining order barring the Subject H&H 7.31% Noteholders
from declaring a H&H 7.31% Note Event of Default. A preliminary injunction
hearing has been scheduled for July 6, 1998. The Company has cash available
sufficient to pay the H&H 7.31% Notes in the event it is required to do so.
In the event the Subject H&H 7.31% Noteholders declare a H&H 7.31% Note
Event of Default and accelerate H&H's obligations (the "H&H 7.31% Notes
Acceleration") under the H&H 7.31% Notes, and the Company is not as a matter of
law successful in its action described in the previous paragraph, such
declaration would, inter alia, constitute an Event of Default (the "WHX 10 1/2%
Senior Notes Event of Default") under the Indenture (the "WHX 10 1/2% Senior
Notes Indenture") pursuant to which the Company's outstanding 10 1/2% Senior
Notes (the "WHX 10 1/2% Senior Notes") were issued. As a result, the Trustee
under the WHX 10 1/2% Senior Notes Indenture or the holders of at least 25% in
principal amount of the then outstanding WHX 10 1/2% Senior Notes may declare
all of the WHX 10 1/2% Senior Notes to be due and payable immediately pursuant
to the terms of the WHX 10 1/2% Senior Notes Indenture (the "WHX 10 1/2% Senior
Notes Acceleration").
The H&H 7.31% Notes Acceleration, if held as a matter of law to be
valid, would also constitute an event of default under H&H's Revolving Credit
Agreement, dated September 29, 1997, with Bank of Nova Scotia as administrative
Agent (the "H&H Revolving Credit Agreement"). Pursuant to the H&H Revolving
Credit Agreement, the occurrence of an event of default permits the lenders
thereunder to
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declare all or a portion of the outstanding borrowings under the H&H Revolving
Credit Agreement due and payable.
The occurrence of a WHX 10 1/2% Senior Notes Event of Default,
individually or in combination with a WHX 10 1/2% Senior Notes Acceleration,
could constitute a Material Adverse Effect under Wheeling-Pittsburgh Steel
Corporation's Second Amended and Restated Credit Agreement dated as of December
28, 1995 (the "WPSC Revolving Credit Facility"), which would result in an event
of default and possible acceleration of amounts due thereunder (the "WPSC
Revolving Credit Facility Acceleration"). The WPSC Revolving Credit Facility
Acceleration would result in the occurrence of an event of default and possible
acceleration under Wheeling-Pittsburgh Corporation's ("WPC") 9 1/4% Senior Notes
due 2007, WPC's Term Loan Agreement dated November 20, 1997 with DLJ Capital
Funding, Inc. as syndication agent and/or WPC's Letter of Credit Agreement with
Citibank, N.A. dated August 22, 1994 (collectively, the "Subsidiary
Obligations").
As stated above, the Company has cash available sufficient to pay the
H&H 7.31% Notes in the event of a H&H 7.31% Notes Acceleration, in the event
such acceleration is held as a matter of law to be valid. However, if the
obligations under the WHX 10 1/2% Senior Notes, the H&H Revolving Credit
Agreement and/or the Subsidiary Obligations were also accelerated, it is
unlikely that the Company would be able to repay such obligations unless it
could obtain alternate financing. There can be no assurance that the Company
would be able to obtain any such financing on commercially reasonable terms or
at all.
On June 17, 1998, the Company announced that it extended the Exchange
Offer relating to the WHX 10 1/2% Senior Notes, which was to expire at 5:00
p.m., New York City time, on June 18, 1998 (as previously extended from June 11,
1998), until 5:00 p.m., New York City time, on June 22, 1998 pursuant to the
terms thereof. A copy of the press release relating to such announcement is
attached hereto as Exhibit 99.2.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) EXHIBITS.
99.1 Press release of WHX Corporation dated June 10, 1998
relating to merger of pension plans.
99.2 Press release of WHX Corporation dated June 17, 1998
relating to extension of Exchange Offer.
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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: June 17, 1998 By: /s/ Ronald LaBow
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Name: Ronald LaBow
Title: Chairman of the Board
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FOR IMMEDIATE RELEASE
WHX ANNOUNCES MERGER OF PENSION PLANS
NEW YORK, NY, JUNE 10, 1998 - WHX Corporation (NYSE: WHX) announced
today that it has merged, subject to certain regulatory matters, its pension
plan with those of its wholly owned Handy & Harman subsidiary. As a result of
the merger of the plans and based on current actuarial assumptions, on a
consolidated basis WHX will report a net pension liability of $12 million,
compared to a net liability of $167 million prior to the merger. The merger is
estimated to eliminate in excess of $135 million in cash funding obligations
under the WHX pension plan over the next four years.
Certain holders of Handy & Harman's 7.31% Senior Notes due 2004 have
notified WHX of their position that any merger transaction would constitute a
violation of certain covenants of the Note Purchase Agreement under which the
Notes were issued. WHX has attempted to negotiate a settlement of the dispute
with the Note holders and has offered to pay them their full principal amount
plus accrued interest. WHX currently has in excess of $200 million of cash.
# # #
This press release contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, 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 and services. 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 in the press release will prove to be
accurate.
FOR IMMEDIATE RELEASE
WHX ANNOUNCES EXTENSION OF EXCHANGE OFFER
NEW YORK, NY, JUNE 17, 1998 - WHX Corporation (NYSE: WHX) announced
today that it has extended the Exchange Offer relating to its 10 1/2% Senior
Notes due 2005, which was to expire at 5:00 p.m., New York City time, on June
18, 1998 (as previously extended from June 11, 1998), until 5:00 p.m., New York
City time, on June 22, 1998, pursuant to the terms thereof.
