-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ER7FO48lGmWuv7vQqfs64dSQff/4sMwvElfeC1pbKSq8zq3fmWBGzM2IKEPkQDfj rfsKu3khwH6dDrACD5UbtA== 0000921895-03-000161.txt : 20030327 0000921895-03-000161.hdr.sgml : 20030327 20030327171758 ACCESSION NUMBER: 0000921895-03-000161 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030326 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHX CORP CENTRAL INDEX KEY: 0000106618 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 133768097 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02394 FILM NUMBER: 03621838 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH ST STREET 2: 30TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555200 MAIL ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING STEEL CORP DATE OF NAME CHANGE: 19690202 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH STEEL CORP DATE OF NAME CHANGE: 19910130 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k01306_03262003.htm FORM 8K sec document
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    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): March 26, 2003

                                 WHX CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    Delaware                         1-2394                        13-3768097
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission                   (IRS Employer
 of incorporation)                   File Number)            Identification No.)

                 110 East 59th Street, New York, New York 10022
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (zip code)


Registrant's telephone number, including area code: (212) 355-5200
                                                    --------------


                                      N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)






Item 5.   Other Events.
          ------------

            On March 26, 2003,  Wheeling-Pittsburgh  Steel Corporation ("WPSC"),
an indirect subsidiary of WHX Corporation (WHX"), issued a press release,  which
is set forth as Exhibit 99.1 to this Current Report, announcing that its revised
$250 million loan guarantee application was approved by the Emergency Steel Loan
Guarantee  Board. The approval of the guaranty is subject to the satisfaction of
various  conditions  including,  without  limitation,  confirmation of a plan of
reorganization  for WPSC and resolution of the treatment of the WHX Pension Plan
acceptable to the Pension Benefit Guaranty Corporation. The loan will be used to
finance WPSC's  emergence from  bankruptcy  protection and to fund its strategic
plan,  which calls for  investments  in  state-of-the-art  technology  that will
improve manufacturing efficiency.

            On March 27, 2003,  WPSC issued a press release,  which is set forth
as Exhibit 99.2 to this Current Report,  announcing that WHX had filed an answer
in court  contesting  the  Pension  Benefit  Guaranty  Corporation's  action  to
terminate the WHX Pension Plan.

            For additional information,  reference is made to the press releases
attached hereto as Exhibits 99.1 and 99.2.


Item 7.     Financial Statements and Exhibits.
            ---------------------------------

          (c)     Exhibits
                  --------

                  Exhibit No.             Exhibits
                  -----------             --------

                  99.1                    Press  Release of  Wheeling-Pittsburgh
                                          Steel   Corporation  dated  March  26,
                                          2003.

                  99.2                    Press  Release of  Wheeling-Pittsburgh
                                          Steel   Corporation  dated  March  27,
                                          2003.




                                   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


Dated: March 27, 2003                  By: /s/ Robert Hynes
                                          --------------------------------------
                                       Name:       Robert Hynes
                                       Title:      Chief Financial Officer


EX-99 3 ex991to8k01306_03262003.htm EX 99.1 PRESS RELEASE sec document


                                                                    EXHIBIT 99.1



                WHEELING-PITTSBURGH STEEL'S REVISED $250 MILLION
                     LOAN GUARANTEE APPLICATION IS APPROVED.

New York-WHX Corp. (NYSE: WHX)
- --------------------------------------------------------------------------------

     WHEELING,   W.V.,  March  26  /PRNewswire/  --  Wheeling-Pittsburgh   Steel
Corporation  today  announced  that its  revised  $250  million  loan  guarantee
application has been approved by the Emergency Steel Loan Guarantee  Board.  The
announcement  comes less than a month after the company's  original  application
was  rejected.   The  revised  application   included   substantial   additional
contributions from company creditors, suppliers, and the states of West Virginia
and Ohio.

     "Approval of the loan  guarantee  is a milestone  event for the company and
its employees,"  said James G. Bradley,  President and CEO. "We have worked long
and hard developing a plan that will make Wheeling-Pittsburgh  Steel competitive
over the long-term.  I would like to thank those who  contributed to our revised
application.  Without  their help,  we could not have  successfully  amended our
application.  I would also like to thank the members of the Emergency Steel Loan
Guarantee Board for expeditiously reviewing the new information."

     The   guaranteed    $250   million   loan   will   be   used   to   finance
Wheeling-Pittsburgh  Steel's emergence from bankruptcy protection.  It will also
fund  the   company's   strategic   plan,   which  calls  for   investments   in
state-of-the-art technology that will improve its manufacturing efficiency.

     A major  component  of the  company's  plan of  reorganization  remains the
installation of a $110 million electric arc furnace (EAF). The EAF would replace
one of the  company's  two  operating  blast  furnaces.  An EAF  typically  uses
recycled  scrap steel and scrap  alternatives  as 100 percent of its  feedstock.
Wheeling-Pittsburgh  Steel, however, will have the capability to feed both scrap
and liquid iron from its remaining blast furnace into its EAF.

     "The   Byrd   Bill   loan    guarantee   is   the   foundation   on   which
Wheeling-Pittsburgh  Steel  will  build  its  future,"  Bradley  said.  "I  have
confidence  that our new  manufacturing  configuration,  when  combined with the
determination and skill of our employees,  will keep steel  manufacturing in the
Upper Ohio Valley for years to come.

     "Wheeling-Pittsburgh  Steel has been through tough times since it filed for
bankruptcy  protection  in  November  2000.  Our  employees,  though,  have been
tougher.  I am  gratified  by how much we have been able to  accomplish  when we
closed ranks and worked  together to ensure the survival of this great company,"
Bradley  said.  "We will work to keep that  spirit  alive as we  transform  this
company into a competitive steel manufacturing and metal products company."





     Bradley noted that the company  received  strong support from the political
leadership of West Virginia and Ohio for its loan guarantee application.

     "Without the leadership of Sen.  Robert Byrd,  Wheeling-Pittsburgh  Steel's
3,800 employees would be facing a bleak future," Bradley noted. "By creating and
fighting for the Emergency  Steel Loan  Guarantee  Program,  Sen. Byrd has given
this company and its workers the  opportunity  to build a future for  themselves
and for the communities in which they live and work."

     Bradley  also praised the support of Sen. Jay  Rockefeller,  West  Virginia
Governor Bob Wise and Ohio Governor Bob Taft.

     "Sen  Rockefeller  has  aggressively  supported the company  throughout its
bankruptcy  proceedings and has been an unflinching  ally," Bradley said.  "Gov.
Wise and Gov. Taft played critical roles during the process of putting  together
revisions of our Byrd Bill application.  In addition, Sen George Voinovich, Sen.
Mike DeWine,  Rep.  Alan  Mollohan,  Rep. Bob Ney and Rep. Ted  Strickland  have
consistently demonstrated their support of our loan guarantee application."

     Others who have supported the company's  application  include West Virginia
Representatives Nick Rahall and Shelly Moore Capito.

     The Emergency  Steel Loan Guarantee  Program  provides a minimum 85 percent
federal  loan  guarantee  for  the  lender.  In  addition  to the  federal  loan
guarantee, the states of Ohio and West Virginia have agreed to provide financing
of $12  million  and $15  million,  respectively,  as part of the loan  package.
Suppliers  have  agreed  to  finance  up to an  additional  $8  million  of  the
non-guaranteed portion of the loan.

     Royal Bank of Canada ("RBC")  originally filed the application on behalf of
the company in September  2002. RBC Capital  Markets,  the corporate  investment
banking arm of RBC, will structure and arrange the loan,  with RBC Dain Rauscher
acting as advisor to the company in connection with its restructuring.

     Wheeling-Pittsburgh is the nation's eighth largest domestic steel producer.

     Statements in this release that express a belief, expectation or intention,
as well as those  which are not  historical  fact,  are  forward  looking.  They
involve a number of risks and  uncertainties  which may cause actual  results to
differ  materially from such forward looking  statements.  For more  information
about  these  risks  and  uncertainties,  please  refer  to  Wheeling-Pittsburgh
Corporation's filings with the Securities and Exchange Commission.


EX-99 4 ex992to8k01306_03272003.htm EX 99.2 PRESS RELEAE sec document

                                                                    EXHIBIT 99.2





      WHX FILES ANSWER TO PENSION BENEFIT GUARANTEE CORPORATION COMPLAINT.


            WHEELING, W.Va., March 27 /PRNewswire-FirstCall/ -- WHX (NYSE: WHX -
NEWS), the parent company of Wheeling-Pittsburgh Steel Corporation,  on March 25
filed an answer in court contesting the Pension Benefit Guarantee  Corporation's
(PBGC) action to terminate the WHX pension plan.

            On March 7, the PBGC filed a complaint in U.S. District Court in New
York to  terminate  the WHX pension  plan and assume  responsibility  for paying
benefits.

            Wheeling-Pittsburgh  Steel  employees  and  retirees  are covered by
WHX's pension plan.


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