SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 19, 2001
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Date of Report
(Date of earliest event reported)
WHX Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-2394 13-3768097
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(State or Other Jurisdiction of Commission File Number (IRS Employer
Incorporation) Identification)
110 East 59th Street, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 355-5200
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(Registrant's telephone number,
including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report.)
Item 5. Other Events.
On November 19, 2001, WHX Corporation ("WHX") issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference, announcing today that its wholly-owned subsidiary, WHX Entertainment
Corp., which holds a 50% interest in Wheeling Downs Racing Association, Inc.,
has entered into a stock redemption agreement pursuant to which Wheeling Downs
has agreed to redeem WHX Entertainment's ownership interest in Wheeling Downs
for $105 million in cash, plus certain adjustments. The closing of this
transaction will result in a gain on sale of approximately $89.2 million. WHX
will utilize net operating loss deductions to offset federal income tax
liability relating to this gain. The transaction is subject to regulatory
approvals and is anticipated to close prior to December 31, 2001. Wheeling Downs
operates a greyhound racetrack and video lottery facility located in Wheeling,
West Virginia. WHX was advised by UBS Warburg with regard to this transaction.
WHX also announced that it has commenced a "Modified Dutch Auction" tender offer
and consent solicitation with respect to its outstanding 10 1/2% Senior Notes
due 2005 (the "Notes"). WHX is offering to purchase for cash $123 million in
principal amount of its outstanding Notes. The purchase price for each $1,000
principal amount of Notes tendered pursuant to the Offer shall be a minimum of
$470 and a maximum of $530 (plus accrued interest), with the exact price being
determined pursuant to the "Modified Dutch Auction" procedure. Under the
"Modified Dutch Auction" procedure, holders of the Notes indicate at what price
within the proposed range that they would be willing to participate. Then WHX
will select the single lowest price specified by tendering holders within such
price range that will enable WHX to purchase $123 million in principal amount of
the Notes (such price, the "Purchase Price"). WHX will pay to all holders whose
tenders are accepted the same Purchase Price for the Notes, even if that price
is higher than the tender price specified by such holder. If the aggregate
principal amount of Notes tendered at or below the Purchase Price exceeds $123
million in principal amount of the Notes, all Notes tendered at prices below the
Purchase Price will be accepted, and acceptances of Notes tendered at the
Purchase Price will be allocated among such Notes on a pro rata basis. In the
event of the successful consummation of such tender offer, assuming WHX
purchases $123 million principal amount of Notes at a Purchase Price of $500 per
$1,000 principal amount, WHX will recognize extraordinary income of
approximately $53.8 million. WHX will utilize net operating loss deductions to
offset federal income tax liability relating to this income.
WHX is also soliciting Consents to approve certain amendments to the Indenture
pursuant to which the Notes were issued, whereby certain covenants would be
modified. There will be no separate payment in connection with the Consents.
Consents may not be delivered without tendering Notes. A tender of Notes will be
deemed to be a concurrent delivery of a Consent related to such tendered Notes.
WHX's obligation to accept for purchase and to pay for Notes validly tendered
pursuant to the Offer and the Solicitation is conditioned upon, among other
things (a) there having been validly tendered prior to the expiration date of
the Offer to Purchase and Consent Solicitation not less than a majority in
aggregate principal amount of the Notes outstanding, (b) the receipt of the
requisite number of duly executed (and not revoked) Consents from holders
representing not less
than a majority in aggregate principal amount of Notes then outstanding and
execution of a supplemental indenture to the Indenture providing for the
proposed amendments following receipt of the requisite Consents, (c) the closing
of the Wheeling Downs transaction and the receipt by WHX Entertainment of the
proceeds from such repurchase and (d) the satisfaction of certain other general
conditions.
The tender offer will expire at 12:00 Midnight, New York City time, on Monday,
December 17, 2001, unless extended. Tendered Notes (and Consents) may be
withdrawn at any time at or prior to the expiration date. The Offer to Purchase
and Consent Solicitation will be financed from the proceeds of the Wheeling
Downs transaction.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of WHX Corporation dated November 19, 2001.
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: November 19, 2001 By: /s/ Robert Hynes
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Name: Robert Hynes
Title: Vice President-Finance
