Exhibit 99.1
WHX
CONTACT: GLEN KASSAN (914) 925-4462
RELEASE DATE: OCTOBER 19, 2007
FOR IMMEDIATE RELEASE
WHX FILES REGISTRATION STATEMENT FOR RIGHTS OFFERING
RYE, NEW YORK - OCTOBER 19, 2007 - WHX CORPORATION (PINK SHEETS: WXCP.PK)
announced today that on October 18, 2007 it filed a registration statement on
Form S-1 with the Securities and Exchange Commission (the "SEC") for a rights
offering to its existing stockholders. The rights offering will be made through
the distribution of non-transferable subscription rights to purchase shares of
the Company's common stock, par value $0.01 per share, at a subscription price
to be determined. Assuming the rights offering is fully subscribed, the Company
will receive gross proceeds of approximately $170 million, less expenses of the
rights offering. The Company intends to use the proceeds of the rights offering
to redeem preferred stock issued by a wholly-owned subsidiary of the Company and
to reduce its debt.
The rights offering includes an oversubscription privilege which permits each
rights holder that exercises its rights in full to purchase additional shares of
common stock that remain unsubscribed at the expiration of the offering. This
oversubscription privilege is subject to (i) the availability and allocation of
shares among holders exercising this oversubscription privilege and (ii) a
maximum number of shares for which stockholders can oversubscribe without
endangering the availability of the Company's net operating loss carry forwards
under Section 382 of the Internal Revenue Code (the "NOLs"), in each case as
further described in the rights offering documents.
Our largest stockholder, Steel Partners II, L.P. has indicated that it intends
to exercise all of its rights and to oversubscribe for the maximum number of
shares it can oversubscribe for without (i) endangering the availability of the
Company's NOLs or (ii) increasing its ownership to in excess of 75% of the
outstanding shares of the Company's common stock.
A registration statement relating to these securities has been filed with the
SEC but has not yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
state.
About the Company
The Company is a holding company that invests in and manages a group of
businesses on a decentralized basis. WHX owns Handy & Harman, which is a
diversified manufacturing company whose strategic business units encompass three
reportable segments: precious metal, tubing and engineered materials. WHX
recently acquired Bairnco Corporation, which is a diversified multinational
company that operates business units in three reportable segments: Arlon
electronic materials, Arlon coated materials and Kasco replacement products and
services.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, general economic conditions, the ability of the Company to market
and sell its products, and the effects of competition and pricing. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could be inaccurate, and therefore, there
cannot be assurance that any forward-looking statements included in this press
release will prove to be accurate. In light of the significant uncertainties
inherent in any forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.
