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): April 13, 2007
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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.)
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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On April 13, 2007, as a result of a tender offer (the "Offer")
pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of
February 23, 2007 by and among Steel Partners II, L.P., a Delaware limited
partnership ("Steel Partners"), BZ Acquisition Corp., a Delaware corporation
("BZ Acquisition"), and Bairnco Corporation, a Delaware corporation ("Bairnco"),
BZ Acquisition acquired approximately 88.9% of the outstanding common stock of
Bairnco. WHX Corporation, a Delaware corporation (the "Company"), acquired Steel
Partners' entire interest in BZ Acquisition pursuant to a Stock Purchase
Agreement, dated April 12, 2007, and accordingly has acquired control of Bairnco
through its ownership of BZ Acquisition. The consideration for each share was
$13.50 in cash.
Based upon a preliminary tally by American Stock Transfer & Trust
Company, the depositary for the Offer, a total of 6,600,989 shares of Bairnco
common stock were validly tendered in the Offer and not withdrawn (including
14,377 shares tendered pursuant to guaranteed delivery procedures). BZ
Acquisition has accepted for purchase all Bairnco shares validly tendered in the
Offer and not withdrawn. Payment for the tendered shares, at the Offer price of
$13.50 per share, net to the seller in cash and without interest, will be made
promptly.
As promptly as practicable, BZ Acquisition and the Company intend to
take all action within their control to effect a merger (the "Merger") of BZ
Acquisition with Bairnco in which each share of Bairnco common stock that
remains outstanding (other than shares owned by the Company or BZ Acquisition,
shares owned by Bairnco as treasury stock and shares held by stockholders who
properly exercise their appraisal rights) will automatically be converted into
the right to receive the same $13.50 per share cash consideration paid in the
Offer.
Funds for payment of the shares purchased in the Offer were obtained
pursuant to two loans. Steel Partners extended to BZ Acquisition a bridge loan,
which is guaranteed by the Company on an unsecured basis, in a principal amount
up to $90,000,000 pursuant to a Loan and Security Agreement ("Bridge Loan
Agreement"). In addition, Steel Partners extended to the Company a $15,000,000
subordinated loan, which is unsecured at the Company level, pursuant to a
Subordinated Loan and Security Agreement ("Subordinated Loan Agreement"),
between the Company, as borrower, and Steel Partners, as lender. The Company
contributed the $15,000,000 proceeds of the subordinated loan to BZ Acquisition
as a capital contribution.
Borrowings under the Bridge Loan Agreement bear (i) cash interest at
a rate per annum equal to the prime rate of JP Morgan Chase plus 1.75% and (ii)
pay-in-kind interest at a rate per annum equal to 4.5% for the first 90 days the
loan is outstanding and 5% (instead of 4.5%) for the balance of the term, each
as adjusted from time to time. The minimum aggregate interest rate on borrowings
under the Bridge Loan Agreement is 14.5% per annum for the first 90 days the
loan is outstanding, and 15% (instead of 14.5%) per annum for the balance of the
term, and the maximum aggregate interest rate on borrowings under the Bridge
Loan Agreement is 18% per annum. The cash interest rate and the pay-in-kind
interest rate may be adjusted from time to time, by agreement of Steel Partners
and Bairnco, so long as the aggregate interest rate remains the same. Interest
is payable monthly in arrears. Following the effective time of the Merger,
obligations under the Bridge Loan Agreement will be guaranteed by certain of
Bairnco's subsidiaries and secured by a junior lien on the assets of Bairnco and
certain of its subsidiaries and capital stock of certain of Bairnco's
subsidiaries. Obligations under the Bridge Loan Agreement will also be
guaranteed by the Company on an unsecured basis. The scheduled maturity date of
the indebtedness under the Bridge Loan Agreement is the earlier to occur of (i)
June 30, 2008 and (ii) such time as Bairnco obtains any replacement financing.
Indebtedness under the Bridge Loan Agreement may be prepaid without penalty or
premium.
Borrowings under the Subordinated Loan Agreement bear pay-in-kind
interest at a rate per annum equal to the prime rate of JP Morgan Chase plus
7.75%, adjusted from time to time, with a minimum interest rate of 16% per annum
and a maximum interest rate of 19% per annum. Interest is payable monthly in
arrears. Following the effective time of the Merger, obligations under the
Subordinated Loan Agreement will be guaranteed by Bairnco and certain of its
subsidiaries and secured by a junior lien on the assets of Bairnco and certain
of its subsidiaries and capital stock of certain of Bairnco's subsidiaries. The
indebtedness under the Subordinated Loan Agreement will mature on the second
anniversary of the issuance of the subordinated loan and may be prepaid without
penalty or premium.
The Loan Agreements contain customary representations, warranties,
covenants, events of default and indemnification provisions. Following the
Merger, (i) the indebtedness under the Bridge Loan Agreement and the related
security interests will be subordinated to the indebtedness and related security
interests granted under Bairnco's existing senior credit facility with Bank of
America, N.A., and (ii) the guarantees of the indebtedness under the
Subordinated Loan Agreement and the related security interests will be
subordinated to all indebtedness and security interests described in the
preceding clause (i).
ITEM 8.01. OTHER EVENTS.
On April 16, 2007, the Company issued a press release, a copy of
which is attached hereto as EXHIBIT 99.1, announcing the completion of the
Offer.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. In accordance with
Item 9.01(a) of Form 8-K, the financial statements for Bairnco
Corporation required pursuant to Regulation S-X will be filed by
amendment to this Form 8-K on or before June 29, 2007.
(b) Pro Forma Financial Information. In accordance with Item 9.01(b)
of Form 8-K, the pro forma financial information required
pursuant to Regulation S-X will be filed by amendment to this
Form 8-K on or before June 29, 2007.
(d) Exhibit No. Description
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99.1 Press release, dated April 16, 2007.
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
(Registrant)
Date: April 18, 2007
By: /s/ Robert Hynes
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Name: Robert Hynes
Title: Chief Financial Officer
