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): January 17, 2007
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WHX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-2394 12-3768097
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
555 Theodore Fremd Avenue Rye, New York 10580
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (914) 925-4413
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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 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 17, 2007, WHX Corporation (the "Company") dismissed
PricewaterhouseCoopers LLP ("PwC") as its independent registered public
accounting firm, effective upon the completion by PwC of its procedures
regarding: (i) the Company's 2004 Annual Report on Form 10-K; and (ii) the
financial statements of the Company as of March 31, 2005 and for the quarter
then ended, the financial statements of the Company as of June 30, 2005 and for
the quarter and six-month periods then ended and the financial statements of the
Company as of September 30, 2005 and for the quarter and nine-month periods then
ended and the Forms 10-Q for 2005 in which each of the above described financial
statements will be included. The decision to dismiss PwC was approved by the
Company's Audit Committee.
The reports of PwC on the financial statements of the Company for the
fiscal years ended December 31, 2005 and 2004 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle, except for an explanatory
paragraph disclosing substantial doubt about the Company's ability to continue
as a going concern.
The Company is currently late in filing its Form 10-K for the fiscal year
ended December 31, 2004, although it does anticipate filing such Form 10-K
shortly. The Company anticipates that PwC's report on the consolidated financial
statements as of and for the years ended December 31, 2004 and 2003 and for each
of the three years in the period ended December 31, 2004 will contain an
explanatory paragraph disclosing substantial doubt about the Company's ability
to continue as a going concern.
During the fiscal years ended December 31, 2005 and 2004 and through
January 17, 2007, there were no disagreements with PwC on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of PwC, would have
caused them to make reference thereto in their reports on the financial
statements for such years.
During the fiscal years ended December 31, 2005 and 2004 and through
January 17, 2007, there were no "reportable events" as that term is described in
Item 304(a)(1)(v) of Regulation S-K, other than as reported in Item 9A of its
2005 Annual Report on Form 10-K. Such Item 9A disclosure indicated that there
are material weaknesses in internal controls for the fiscal years ended December
31, 2004 and 2005, which continued through January 2007. These material
weaknesses include not maintaining effective controls in the following areas:
(i) the accuracy, valuation and disclosure of our goodwill and intangible asset
accounts and the related impairment expense accounts; (ii) the accounting for
income taxes, including the completeness and accuracy of income taxes payable,
deferred income tax assets, liabilities and related valuation allowances and the
income tax provision; (iii) the completeness and accuracy of our environmental
remediation liability reserves; (iv) the valuation of long-lived assets for
impairment purposes; (v) the accounting for derivative instruments and hedging
activities related to precious metal inventory; and (vi) the preparation and
review of the consolidated statement of cash flows. Additionally, the following
material weaknesses in disclosure controls and procedures contributed to the
material weaknesses discussed above and were also disclosed in such Item 9A
section: (i) the inability to maintain a sufficient number of personnel with an
appropriate level of knowledge, experience and training in the application of
generally accepted accounting principles commensurate with the Company's global
financial reporting requirements and the complexity of the Company's operations
and transactions; (ii) the inability to maintain appropriately designed and
documented Company-wide policies and procedures; and (iii) the inability to
maintain an effective anti-fraud program designed to detect and prevent fraud,
including (a) an effective whistle-blower program and (b) an ongoing program to
manage identified fraud risks. Please see Item 9A of the Company's 2005 Annual
Report on Form 10-K for information related to management's remediation plans.
The Company has authorized PwC to respond fully to the inquiries of the
successor accountant concerning the subject matter of each of the material
weaknesses described above.
The Company's financial statements for the year ended December 31, 2003
have been restated to correct the accounting for goodwill impairment, certain
tax matters, and other corrections, including the accounting for derivative
instruments (specifically futures contracts on precious metals) and the related
impact on inventory, and the accounting for an executive life insurance program,
as well as the reporting of investment borrowings in the Company's 2003
statement of cash flows. The Audit Committee has discussed these matters with
PwC. The Company's financial statements for the year ended December 31, 2003
were restated in conjunction with the filing of the Company's 2005 Annual Report
on Form 10-K. The Company has authorized PwC to respond fully to all inquiries
from the successor accountant regarding these matters.
On January 22, 2007, the Company engaged Grant Thornton LLP ("GT") as the
Company's independent registered public accountant. The engagement of GT was
approved by the Audit Committee of the Company's Board of Directors.
During the years ended December 31, 2005 and 2004 and through January 22,
2007, the Company did not consult with GT with respect to either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; (ii) the type of audit opinion that might be rendered on
the Company's financial statements; or (iii) any matter that was either the
subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or
a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided PwC with a copy of the foregoing disclosure.
Attached as Exhibit 16 hereto is a copy of PwC's letter, dated January 17, 2007,
in response to the foregoing disclosure related to PwC.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of
this Current Report on Form 8-K.
Exhibit No. Description
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16 Letter from PricewaterhouseCoopers LLP, dated as of January
17, 2007.
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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 thereunto duly authorized.
Date: January 23, 2007 WHX CORPORATION
By: /s/ Robert K. Hynes
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Robert K. Hynes
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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16 Letter from PricewaterhouseCoopers LLP, dated as of January
17, 2007.
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