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): APRIL 7, 1998
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.)
110 East 59th Street, 30th Floor, New York, New York 10022
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(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 355-5200
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 7, 1998, WHX Corporation, a New York corporation (the
"Registrant"), completed its previously announced tender offer for all
outstanding shares of common stock, par value $1.00 per share (the "Shares"), of
Handy & Harman, at a price of $35.25 per Share, net to the seller in cash (the
"Offer").
The Offer expired at 12:00 midnight, New York City time, on Monday,
April 6, 1998. In the Offer, the registrant's wholly owned subsidiary, HN
Acquisition Corp., a New York corporation (the "Purchaser") purchased 9,976,651
Shares (which amount includes 248,484 Shares tendered pursuant to guarantees of
delivery (the "Guaranteed Shares")), which together with the Shares then owned
by the Registrant, the Purchaser, and other wholly owned subsidiaries of the
Registrant, constituted approximately 95.7% of the outstanding Shares. The
aggregate purchase price for the Shares (including the Guaranteed Shares)
pursuant to the Offer was $351,676,947.70.
On April 10, 1998, the Purchaser merged (the "Merger") with and into
Handy & Harman pursuant to the Agreement and Plan of Merger dated as of March 1,
1998 by and among Handy & Harman, the Registrant and the Purchaser, as amended
(the "Merger Agreement"), with Handy & Harman being the surviving corporation
and thereby becoming a wholly owned subsidiary of the Registrant. Pursuant to
the Merger Agreement, all remaining outstanding Shares (other than Shares owned
by Handy & Harman as treasury stock, owned by the Registrant or any subsidiary
of the Registrant, or Shares held by shareholders exercising appraisal rights
under New York law) were converted into a right to receive $35.25 in cash,
without interest (the "Merger Consideration").
A copy of the press release issued by the Registrant in respect of the
foregoing is filed herewith as Exhibit 99.2 and incorporated herein by
reference.
ITEM 5. OTHER EVENTS
The Registrant obtained a portion of the funds for the acquisition of
Handy & Harman through the sale of $350 million principal amount of 10 1/2%
Senior Notes due 2005 (the "Notes") in a Rule 144A Private Placement to
qualified institutional buyers. On April 7, 1998, the Registrant closed the sale
of the Notes and received $340,375,000 in net proceeds therefrom.
The Notes were issued under the Indenture dated as of April 7, 1998
(the "Indenture") executed by the Registrant and Bank One, N.A., as Trustee
under the Indenture. The Notes have not been registered under the Securities Act
of 1933, as amended, or applicable state securities laws, and may not be offered
or sold in the United States absent registration under the Securities Act of
1933 and applicable state securities laws or available exemptions from
registration requirements. The Registrant has, however, entered into a
Registration Rights Agreement pursuant to which it has agreed to file a
registration statement with respect to the
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resale of the Notes. Copies of the Indenture and the Registration Rights
Agreement are attached hereto as Exhibits 4.1 and 99.1, respectively, and are
incorporated herein by reference in their entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The following audited financial statements of Handy & Harman
are incorporated herein by reference to the Annual Report on
Form 10-K for the year ended December 31, 1997 filed by Handy
& Harman with the Securities and Exchange Commission:
Report of Independent Accountants
Consolidated Balance Sheets- December 31, 1997 and
1996
Consolidated Statements of Income- Years ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows- Years ended
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
(b) PRO FORMA FINANCIAL INFORMATION. The Registrant has determined
that it is impracticable to provide the required pro forma
financial information required to be reported in this Current
Report on Form 8-K. The Registrant will file the required pro
forma financial information under cover of an amendment to
this Form 8-K as soon as practicable but in no event later
than June 22, 1998.
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(c) EXHIBITS:
2.1 Agreement and Plan of Merger, dated March 1, 1998, by
and between Handy & Harman, the Registrant and HN
Acquisition Corp. (incorporated by reference to
Exhibit (c) to the Registrant's Tender Offer
Statement on Schedule 14D-1 dated March 6, 1998 (as
subsequently amended, the "Schedule 14D-l")).
2.2 Amendment No. 1 dated as of March 26, 1998 to the
Agreement and Plan of Merger (incorporated by
reference to Exhibit (a)(12) to the Schedule 14D-1).
4.1 Indenture dated as of April 7, 1998 by and between
the Registrant and Bank One, N.A., as Trustee.
99.1 Form of Registration Rights Agreement dated as of
April 7, 1998 by and among the Registrant and the
Purchasers of the Notes.
99.2 Press Release of WHX Corporation dated April 13,
1998.
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SIGNATURE
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.
Date: April 14, 1998
WHX CORPORATION
By:/s/ Ronald LaBow
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Name: Ronald LaBow
Title: Chairman of the Board
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