UNITED STATES
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): October 29, 2004
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) (zip code)
Registrant's telephone number, including area code: (212) 355-5200
--------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
/ / Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/ / Soliciting material pursuant to rule 15a-12 under the Exchange Act
(17 CFR 240.15a-12)
/ / Pre-commencement communications pursuant to Rule 15d-2(b) under the
Exchange Act (17 CFR 240.15d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-(c))
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 29, 2004, Handy & Harman, a wholly-owned subsidiary of WHX
Corporation ("WHX") completed the assignment of its $71,000,000 Tranche B term
loan from Ableco Finance LLC ("Ableco"), as agent, and the existing lenders
thereto, to Canpartners Investments IV, LLC ("Canpartners"), an entity
affiliated with Canyon Capital Advisors LLC, as agent and lender. Substantially
all of the terms and conditions of the term loan continue without amendment,
with the principal exception that the interest rate for the loan has been
reduced by 4.0% per annum, effective October 29, 2004. In addition, of the $5
million cash collateral which WHX had deposited with Ableco at the time of the
original loan as collateral for the Handy & Harman obligation, approximately
$3.9 million, the remaining outstanding amount, has been returned to WHX
(approximately $1.1 million had previously been returned during the third
quarter of 2004). In addition to the Tranche B term loan, Handy & Harman
remains a party to its revolving credit facility of up to $62.9 million and a
term loan of $22.15 million, both of which are agented by Congress Financial
Corporation ("Congress"). The revolving credit facility with Congress was
previously amended to reduce the maximum amount of the loan from $70 million to
$62.9 million as of Augsut 31, 2004.
The text of a press release issued by WHX is furnished as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
EXHIBIT NO. EXHIBITS
99.1 Press Release of WHX dated November 3, 2004.
SIGNATURES
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 3, 2004 By: /s/ Robert Hynes
------------------------------------
Name: Robert Hynes
Title: Chief Financial Officer
