UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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, which was to be 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 Company filed a Current
Report on Form 8-K disclosing such dismissal on January 23, 2007.
On March 9, 2007, PwC completed the above procedures and the Company's
engagement of PwC ended and the dismissal of PwC became effective.
The reports of PwC on the consolidated financial statements of the Company
as of and 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.
During the fiscal years ended December 31, 2005 and 2004 and through March
9, 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 March
9, 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
and 2004 Annual Reports on Form 10-K and for the quarters ended March 31, June
30 and September 30, 2005 in Item 4 of the corresponding Quarterly Reports on
Form 10-Q. Such Item 9A and Item 4 disclosure indicated that there are material
weaknesses in internal controls for the fiscal years ended December 31, 2004 and
2005, and during the 2005 and 2004 quarters, which continued through the date of
filing such financial statements. 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 and Item 4
sections: (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 and 2004
Annual Reports on Form 10-K and Item 4 of the Company's Quarterly Reports on
Form 10-Q for the periods ended March 31, June 30 and September 30, 2005 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
and prior years 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 and 2002 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 and prior years were restated in conjunction with
the filing of the Company's 2005 and 2004 Annual Reports 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 March 9, 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 March 9,
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: March 13, 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 March 9,
2007.
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