UNITED STATES
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): July 21, 2005
WHX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 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) (zip code)
Registrant's telephone number, including area code: (212) 355-5200
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N/A
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(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 1.03. BANKRUPTCY OR RECEIVERSHIP
On July 22, 2005, WHX Corporation (the "Company") issued a press
release announcing that the Company's Chapter 11 plan of reorganization (the
"Plan") was confirmed by the U. S. Bankruptcy Court for the Southern District of
New York (the "Bankruptcy Court") on July 21, 2005 (the "Confirmation Order"), a
copy of which press release is annexed hereto as EXHIBIT 99.1. The effective
date of the Plan is expected to occur on or before July 31, 2005.
The following is a summary of the material features of the Plan and
the Confirmation Order and is qualified in its entirety by reference to the Plan
and Confirmation Order. A copy of the Plan and Confirmation Order are attached
hereto as EXHIBIT 2.1 and EXHIBIT 2.2, respectively, and are incorporated herein
by reference.
On the effective date:
o All of the Company's outstanding securities, including the Company's
common stock, Series A preferred stock, Series B preferred stock and
10 1/2% senior notes due 2005 (provided that the senior notes
indenture shall continue in effect as provided in the Plan solely to
permit distributions to the senior notes holders pursuant to the Plan
and to permit the indenture trustee to recover permitted fees), shall
be deemed cancelled and annulled without further act or action.
o In full and complete satisfaction of all such claims, holders of the
Company's 10 1/2% senior notes due 2005 will receive their pro rata
share of 9,200,000 shares of common stock of the reorganized Company.
These shares represent 92% of the equity in the reorganized Company.
o In full and complete satisfaction of all such interests, Series A
preferred stockholders will receive their pro rata share of 366,322
shares of common stock of the reorganized Company and their pro rata
share of 344,658 warrants to purchase common stock of the reorganized
Company, exercisable at $11.20 per share and expiring two years, six
months and 30 days after the effective date of the Plan.
o In full and complete satisfaction of all such interests, Series B
preferred stockholders will receive their pro rata share of 433,678
shares of common stock of the reorganized Company and their pro rata
share of 408,030 warrants to purchase common stock of the reorganized
Company, exercisable at $11.20 per share and expiring two years, six
months and 30 days after the effective date of the Plan.
The common stock received by the Series A and Series B preferred
stockholders, collectively, represents 8% of the equity in the reorganized
Company. The warrants issued to the Series A and Series B preferred
stockholders, collectively, represent the right to purchase an additional 7% of
the equity of the reorganized Company after giving effect to the exercise of the
warrants.
On the effective date, all of the assets of the Company shall vest in the
reorganized Company free and clear of all liens, causes of actions, claims,
encumbrances, equity interests, and interests against, in, or on such assets,
except as explicitly provided in the Plan.
As of May 31, 2005, based on financial statements filed with the Bankruptcy
Court, the Company estimated the value of its assets at $382.4 million. As of
that date, the Company's liabilities were approximately $380.8 million. The
Company is in the process of conducting its 2004 annual impairment review of the
carrying value of its goodwill in accordance with Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets." As of the
date hereof however, the Company has not completed its evaluation.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
Exhibit No. Exhibits
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2.1 First Amended Chapter 11 Plan of Reorganization of WHX
Corporation.
2.2 Order Confirming First Amended Plan of Reorganization
of WHX Corporation.
99.1 Press Release of WHX Corporation dated July 22, 2005.
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: July 28, 2005 By: /s/ Robert Hynes
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Name: Robert Hynes
Title: Chief Financial Officer
