- Current report filing (8-K)
March 16 2009 - 8:44AM
Edgar (US Regulatory)
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 12,
2009
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1133
Westchester Avenue, Suite N222, White Plains, New
York
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(914)
461-1300
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(Former
name or former address, if changed since last
report.)
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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. 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))
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Item
1.01.
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Entry into a Material
Definitive Agreement
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Bairnco Corporation Credit
Agreement Amendments
On March
12, 2009, Bairnco Corporation (“Bairnco”), a wholly owned subsidiary of WHX
Corporation (the “Company”), and certain of Bairnco’s subsidiaries amended their
Credit Agreement with Ableco Finance LLC (the “Ableco Facility”) and their
Credit Agreement with Wells Fargo Foothill, Inc. (the “Wells Fargo
Facility”). Each of the Wells Fargo Facility and the Ableco Facility
were amended to, among other things, (i) increase the interest rates and (ii)
reset the levels of certain financial covenants. Bairnco’s Credit
Agreement with Steel Partners II, L.P. (“SP II”) was also amended on March 12,
2009 to, among other things, increase the interest rates.
The
Ableco Facility was also amended to provide for, among other things, an increase
in the existing limited guaranty by Handy & Harman (“H&H”), a
wholly-owned subsidiary of the Company and an affiliate of Bairnco, from up to
$7 million to up to $12 million, secured by a second lien on all of the assets
of H&H pursuant to the terms and conditions of that certain Security
Agreement by H&H in favor of Ableco Finance LLC and that certain Limited
Continuing Guaranty by H&H in favor of Ableco Finance LLC.
Handy & Harman Loan and
Security Agreement Amendments
On March
12, 2009, H&H and certain of its subsidiaries amended their Loan and
Security Agreement with Wachovia Bank, National Association (the “Loan and
Security Agreement”) and their Loan and Security Agreement with SP II (the
“Tranche B Term Loan”). Each of the Loan and Security Agreement and
Tranche B Term Loan were amended to, among other things, (i) extend the term of
the loans for two years until June 30, 2011, (ii) increase certain interest
rates, (iii) reset the levels of certain financial covenants, (iv) permit the
disposition and/or cessation of operations of certain of H&H’s direct and
indirect subsidiaries, and (v) provide for an increase in the existing limited
guaranty by H&H from up to $7 million to up to $12 million, as described
above. In addition, the Loan and Security Agreement was also amended
to, among other things, reduce the amount of the credit facility from $125.3
million to $115 million including decreasing the revolving credit facility from
$85 million to $75 million.
Certain
Relationships
SP II is
the beneficial holder of 9,133,889 shares of the Company’s common stock,
representing approximately 75% of the outstanding shares. Steel
Partners II Master Fund L.P. (“SP II Master”) is the owner of approximately 99%
of the limited partnership interests in WebFinancial L.P. (“Web
L.P.”). Web L.P. is the sole limited partner of SP
II. Warren G. Lichtenstein, Chairman of the Board of the Company, is
the manager of Steel Partners LLC (“Steel Partners”), the manager of SP II
Master, Web L.P. and SP II. In addition, Glen M. Kassan (Vice
Chairman and Chief Executive Officer of the Company), John Quicke (Director and
Vice President of the Company), Jack L. Howard and John H. McNamara Jr.
(Directors of the Company) are affiliated with Steel Partners.
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 thereunto
duly authorized.
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WHX
CORPORATION
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Dated:
March 16, 2009
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By:
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/s/
James
F. McCabe, Jr.
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Name:
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James
F. McCabe, Jr.
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Title:
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Senior
Vice President and
Chief
Financial Officer
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