UNITED STATES
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
Date of report (Date of earliest event reported): September 8, 2005
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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 (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 14a-12 under the Exchange Act (17
CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
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On September 8, 2005, Handy & Harman, a wholly-owned subsidiary of WHX
Corporation (the "Company"), and certain of Handy & Harman's subsidiaries
completed the assignment of its approximately $70.6 million Tranche B term loan
from Canpartners Investments IV, LLC, as agent, and the existing lenders
thereto, to Steel Partners II, L.P., as agent and lender. Substantially all of
the terms and conditions of the Tranche B term loan continue without amendment.
Steel Partners II, L.P. is the beneficial holder of 5,029,793 shares of the
Company's common stock, representing approximately 50% of the outstanding
shares. Warren Lichtenstein, the sole executive officer and managing member of
Steel Partners, L.L.C., the general partner of Steel Partners II, L.P., is the
Chairman of the Board of the Company.
In addition, on September 8, 2005, Handy & Harman and certain of its
subsidiaries entered into Amendment No. 5 to its loan and security agreement
with Wachovia Bank, National Association as agent. This amendment provides for,
among other things, (i) the revision of the calculation of components of the
borrowing base which results in an increase in availability in the approximate
amount of $1 million and (ii) the increase of the current outstanding amount of
the term loan to $22.15 million from approximately $16.4 million.
SIGNATURES
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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 13, 2005 By: /s/ Robert Hynes
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Name: Robert Hynes
Title: Chief Financial Officer
