WHX CORP
8-K, 2000-09-29
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------

                                    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): September 28, 2000
                                                  ------------------


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


     Delaware                              1-2394             13-3768097
--------------------------------------------------------------------------------
(State or other jurisdiction             (Commission          (IRS Employer
   of incorporation)                      File Number)       Identification No.)


                 110 East 59th Street, New York, New York 10022
--------------------------------------------------------------------------------
                     Address of principal executive offices


Registrant's telephone number, including area code: (212) 355-5200
                                                    --------------

                                      N/A
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)




<PAGE>


         Item 5.  Other Events.
                  ------------

                  On September 28, 2000 WHX Corporation  issued a press release,
which is set forth as Exhibit 99.1 to this Current Report, announcing that it is
extending the expiration  date for its consent  solicitation  relating to its 10
1/2% Senior Notes due 2005 (the  "Notes")  until 5:00 p.m. New York City time on
October 4, 2000, unless further extended by WHX prior to such time.

                  WHX further  announced that it is increasing the amount of the
payment that WHX will make to each holder of Notes whose consent is received and
accepted prior to the expiration  date to $20 in cash for each $1,000  principal
amount of Notes  for which a consent  has been  accepted,  as  described  in the
solicitation statement.

                  In addition,  the consent  solicitation was further amended to
provide  for  additional  limitations  on  certain  actions  to be taken by WHX,
including without limitation, amending certain covenants and other provisions to
further  restrict  WHX's ability to exclude  certain  items from the  restricted
payments limitations and to further restrict WHX's use of asset sale proceeds.

                  These  amendments  were made pursuant to  Supplement  No. 1 to
Solicitation  Statement,  which is set  forth as  Exhibit  99.2 to this  Current
Report.

                                       -2-

<PAGE>

     Exhibit No.                               Exhibits
     ----------                                --------

     99.1                           Press Release of WHX Corporation dated
                                    September 28, 2000

     99.2                           Supplement No. 1 to Solicitation Statement
                                    dated September 29, 2000




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<PAGE>


                                    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: September 28, 2000               By: /s/ Ronald LaBow
                                            ----------------------------------
                                        Name:  Ronald LaBow
                                        Title: Chairman of the Board



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