UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 13, 2007
WHX CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3768097
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Commission file number 1-2394
555 Theodore Fremd Avenue 10580
Rye, New York -----
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(Address of principal executive offices)
Registrant's telephone number, including area code: 914-925-4413
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Former Name or Former Address, if changed since last report: Not Applicable
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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):
____ 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.
As described in WHX Corporation (the "Company")'s Form 8-K dated April 13,
2007, on that date, 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 ("BZA"), and
Bairnco Corporation, a Delaware corporation ("Bairnco"), BZA acquired
approximately 88.9% of the outstanding common stock of Bairnco. WHX acquired
Steel Partners' entire interest in BZA pursuant to a Stock Purchase Agreement,
dated April 12, 2007, and accordingly has acquired control of Bairnco through
its ownership of BZA. The consideration for each share was $13.50 in cash.
Pursuant to the Merger Agreement, on April 24, 2007, BZA was merged with
and into Bairnco with Bairnco continuing as the surviving corporation as a
wholly owned subsidiary of WHX (the "Merger"). At the effective time of the
Merger, each Bairnco common share then outstanding (other than shares owned by
BZA or its direct parent entity, shares owned by Bairnco as treasury stock and
shares held by stockholders who properly exercise their appraisal rights) was
automatically converted into the right to receive $13.50 per share in cash
without interest and subject to applicable withholding taxes. Immediately prior
to the Merger, BZA held approximately 90.1% of the outstanding shares of
Bairnco. The proceeds required to fund the closing of the Offer and the
resulting Merger and to pay related fees and expenses were approximately $101.5
million.
In connection with the closing of the Offer, initial financing was
provided by Steel through two credit facilities. Steel extended to BZA bridge
loans in the principal amount of approximately $75.1 million, $1.4 million, and
$10.0 million (and may extend additional loans of approximately $3.6 million, up
to an aggregate total amount of borrowings of $90.0 million) pursuant to a loan
and security agreement (the "Bridge Loan Agreement") between BZA and Bairnco, as
borrowers, and Steel, as lender. In addition, Steel extended to WHX a $15.0
million subordinated loan, which is unsecured at the WHX level between WHX, as
borrower, and Steel, as lender. WHX contributed the $15.0 million proceeds of
the subordinated loan to BZA 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. The obligations under the Bridge Loan Agreement
are guaranteed by certain of Bairnco's subsidiaries and collateralized 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.
The obligations under the Subordinated Loan Agreement are guaranteed by Bairnco
and certain of its subsidiaries and collateralized 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).
This Form 8-K/A amends the aforementioned Form 8-K by including the
financial statements and exhibits set forth under Item 9.01.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
A) Financial Statements of Business Acquired.
1. Audited consolidated balance sheets of Bairnco Corporation as
of December 31, 2006 and 2005, and related statements of
income, comprehensive income, changes in stockholders'equity
and cash flows for the years ended December 31, 2006, 2005 and
2004.
2. Consolidated condensed balance sheets of Bairnco Corporation
as of March 31, 2007 (unaudited) and December 31, 2006, and
related consolidated condensed statements of income,
comprehensive income and cash flows for the three months ended
March 31, 2007 and April 1, 2006.
B) Pro Forma Financial Information.
1. Unaudited pro forma combined condensed balance sheet of WHX
Corporation as of March 31, 2007 and unaudited pro forma
combined condensed statements of operations for the year ended
December 31, 2006 and the three months ended March 31, 2007.
C) Exhibit No. Description
23.0 Consent of Grant Thornton LLP.
99.1 Audited consolidated balance sheets of Bairnco
Corporation as of December 31, 2006 and 2005, and
related statements of income, comprehensive income,
changes in stockholders' equity and cash flows for the
years ended December 31, 2006, 2005 and 2004.
99.2 Consolidated condensed balance sheets of Bairnco
Corporation as of March 31, 2007 (unaudited) and
December 31, 2006, and related consolidated condensed
statements of income, comprehensive income and cash
flows for the three months ended March 31, 2007 and
April 1, 2006.
99.3 Unaudited pro forma combined condensed balance sheet of
WHX Corporation as of March 31, 2007 and unaudited pro
forma combined condensed statements of operations for
the year ended December 31, 2006 and the three months
ended March 31, 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 hereunto duly authorized.
WHX CORPORATION
(Registrant)
By: /s/ Robert K. Hynes
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Name: Robert K. Hynes
Title: Chief Financial Officer
Date: August 14, 2007
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