Exhibit 99.1
------------
Contact person: Robert Hynes
(212) 355-5200
WHX CORPORATION AGREES TO REDEMPTION OF ITS INTEREST IN
WHEELING DOWNS RACING ASSOCIATION, INC.
WHX CORPORATION ANNOUNCES MODIFIED DUTCH AUCTION TENDER OFFER
FOR ITS 10 1/2% SENIOR NOTES DUE 2005 AND CONSENT SOLICITATION
New York, NY, November 19, 2001--WHX Corporation (NYSE: WHX) announced 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 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.
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.
This announcement is not an offer to purchase, a solicitation of an offer to
purchase, or a solicitation of an offer to sell securities, with respect to any
Notes. The tender offer may only be made pursuant to the terms of the Offer to
Purchase and Consent Solicitation dated November 19, 2001 and the related
Consent and Letter of Transmittal. Credit Suisse First Boston Corporation is the
Dealer Manager and Solicitation Agent, Innisfree M & A Incorporated is the
Information Agent and Bank One, N.A. is the Depositary. Copies of the Offer to
Purchase and Consent Solicitation, the Consent and Letter of Transmittal, and
the other related documents may be obtained from the Information Agent by
calling toll-free at (888) 750-5834 (banks and brokers call collect at (212)
750-5833). Additional information concerning the terms of the tender offer may
be obtained by contacting Credit Suisse First Boston Corporation at (800)
237-5022, ext. 7675 or at 310-282-7675 (call collect).
About WHX
WHX is a holding company that has been structured to invest in and/or acquire a
diverse group of businesses on a decentralized basis. WHX's primary businesses
currently are: Handy & Harman, a diversified manufacturing company whose
strategic business segments encompass, among others, specialty wire, tubing, and
fasteners, and precious metals plating and fabrication; Unimast Incorporated, a
leading manufacturer of steel framing, vinyl trim and other products for
commercial and residential construction; and WHX Entertainment Corp., a co-owner
of a racetrack and video lottery facility located in Wheeling, West Virginia.
WHX's other business consists of the WPC Group, a vertically integrated
manufacturer of value-added and flat rolled steel products, which filed a
petition for relief under Chapter 11 of the Bankruptcy Code on November 16,
2000.
Forward-Looking Statements
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. Although WHX believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this press release will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by WHX or any other person that the
objectives and plans of WHX will be achieved.
