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EXHIBIT 2.2
 
================================================================================
 
        
THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS
            
NOT BEEN APPROVED BY THE BANKRUPTCY COURT. THIS IS NOT A
              
SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN.
             
ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A
         
DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT.
================================================================================
 
 
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
 
--------------------------------------x
                                      
:
IN RE
                     
            
:
    
CHAPTER 11
                                      
:
WHX CORPORATION,
                      
:
    
CASE NO. 05-11444 (ALG)
                                      
:
                       
DEBTOR.
        
:
--------------------------------------x
 
 
          
-------------------------------------------------------------
 
                              
DISCLOSURE STATEMENT
 
                
WITH RESPECT TO CHAPTER 11 PLAN OF REORGANIZATION
 
                               
OF WHX CORPORATION
          
-------------------------------------------------------------
 
 
 
 
                                    
JONES DAY
                              
222 East 41st Street
                            
New York, New York 10017
                                 
(212) 326-3939
                       
Richard H. Engman, Esq. (RE - 7861)
                        
Veerle Roovers, Esq. (VR - 5777)
                            
Counsel to the Debtor and
                              
Debtor in Possession
 
 
                            
  
Dated: March 7, 2005
 
 
 
 
 
================================================================================
 
        
THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS
            
NOT BEEN APPROVED BY THE BANKRUPTCY COURT. THIS IS NOT A
   
    
SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR
REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS 
                     
BEEN APPROVED BY THE BANKRUPTCY COURT.
 
================================================================================
 
 
 
 
 
                    
DISCLOSURE STATEMENT, DATED MARCH 7, 2005
 
     
ALL CREDITORS AND EQUITY INTEREST HOLDERS ARE ENCOURAGED TO READ
AND
CAREFULLY CONSIDER THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR
ENTIRETY
BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. THE SUMMARIES OF THE
PLAN AND THE
OTHER STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED BY
REFERENCE TO
THE PLAN AND THE EXHIBITS ANNEXED TO THE PLAN AND THIS DISCLOSURE
STATEMENT.
 
     
THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH
SECTION 1125
OF THE BANKRUPTCY CODE AND RULE 3016 OF THE BANKRUPTCY RULES AND
NOT NECESSARILY
IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES OR OTHER APPLICABLE
LAWS. THIS
DISCLOSURE STATEMENT HAS NEITHER BEEN APPROVED NOR DISAPPROVED BY
THE SECURITIES
AND EXCHANGE COMMISSION (THE "SEC") OR BY ANY REGULATORY AUTHORITY
OF ANY STATE,
NOR HAS THE SEC OR ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR
ADEQUACY OF
THE STATEMENTS CONTAINED HEREIN. ANY ENTITY TRADING IN OR OTHERWISE
PURCHASING,
SELLING, OR TRANSFERRING SECURITIES OF THE DEBTOR SHOULD EVALUATE
THIS
DISCLOSURE STATEMENT IN LIGHT OF THE PURPOSES FOR WHICH THEY WERE
PREPARED.
 
     
THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS INCLUDED
HEREIN
FOR PURPOSES OF SOLICITING ACCEPTANCES OF THE PLAN AND MAY NOT BE
RELIED UPON
FOR ANY OTHER PURPOSE. NO PERSON IS AUTHORIZED BY THE DEBTOR IN
CONNECTION WITH
THE PLAN OR THE SOLICITATION OF ACCEPTANCES OF THE PLAN TO GIVE ANY
INFORMATION
OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
DISCLOSURE
STATEMENT AND THE EXHIBITS AND SCHEDULES ATTACHED HERETO OR
INCORPORATED BY
REFERENCE OR REFERRED TO HEREIN, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR
REPRESENTATION MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE DEBTOR.
ALTHOUGH THE DEBTOR WILL MAKE AVAILABLE TO ALL PARTIES ENTITLED TO
VOTE ON THE
PLAN SUCH ADDITIONAL INFORMATION AS MAY BE REQUIRED BY APPLICABLE
LAW PRIOR TO
THE VOTING DEADLINE, THE DELIVERY OF THIS DISCLOSURE STATEMENT WILL
NOT UNDER
ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
 
     
EXCEPT AS OTHERWISE INDICATED, THE INFORMATION IN THIS DISCLOSURE
STATEMENT
REFLECTS THE BUSINESS AND FINANCIAL CONDITION OF THE DEBTOR AS OF
MARCH 7, 2005
AND HAS NOT BEEN UPDATED TO REFLECT SUBSEQUENT EVENTS.
 
     
THIS DISCLOSURE STATEMENT SHALL NOT BE ADMISSIBLE IN ANY PROCEEDING
OTHER
THAN THE DEBTOR'S CHAPTER 11 CASE, NOR SHALL IT BE CONSTRUED TO BE
CONCLUSIVE
ADVICE ON THE TAX, SECURITIES, OR OTHER LEGAL EFFECTS TO ANY PERSON
OR ENTITY
THAT MAY RESULT FROM CONSUMMATION OF THE PLAN OR THE TRANSACTIONS
CONTEMPLATED
BY THE PLAN. AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS, AND
OTHER ACTIONS
OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT AND THE STATEMENTS
MADE HEREIN
SHALL NEITHER CONSTITUTE NOR BE CONSTRUED AS ANY ADMISSION,
STIPULATION, OR
WAIVER, BUT RATHER AS STATEMENT OR STATEMENTS MADE IN SETTLEMENT
NEGOTIATIONS.
 
 
 
 
 
                                
TABLE OF CONTENTS
 
                 
                                                           
PAGE
 
 
INDEX OF DEFINED
TERMS........................................................vi
 
EXECUTIVE
SUMMARY..............................................................1
 
      
A. Summary of Anticipated Distributions Under the
Plan...................1
      
B. Summary of Post-Confirmation
Operations...............................4
 
I.
    
INTRODUCTION.............................................................5
 
      
A. Holders of Claims and Equity Interests Entitled to
Vote...............6
      
B. Voting
Procedures.....................................................7
      
C. Confirmation
Hearing..................................................9
 
II.
   
GENERAL INFORMATION REGARDING THE DEBTOR AND ITS REASONS FOR FILING
THE 
      
CHAPTER 11
CASE.........................................................10
 
      
A. The Debtor's
Business................................................10
      
B. The Debtor's Outstanding
Securities..................................11
      
C. Prepetition Restructuring
Efforts....................................12
      
D. Legal
Proceedings....................................................13
 
III.
  
THE CHAPTER 11
CASE.....................................................14
 
      
A. Case Administration and Related
Activities...........................14
      
B. Other Restructuring
Matters..........................................15
 
IV.
   
OVERVIEW OF THE
PLAN....................................................15
 
    
  
A. Summary of Classes and Treatment of Claims and Equity
Interests......15
      
B. Provisions Governing Distributions Under the Plan and for
         
Resolving and Treating Contested
Claims..............................20
      
C. Effect of Confirmation and Effectiveness of the
Plan.................22
      
D. Retention of Jurisdiction by the Bankruptcy
Court....................25
 
V.
    
NEW
WHX.................................................................26
 
      
A. Continued Corporate
Existence........................................26
      
B. Projected Financial
Information......................................29
      
C. Value of New
WHX.....................................................30
      
D. Summary of Terms of New WHX Common Stock to be 
         
Issued on the Effective
Date.........................................30
 
VI.
   
CONFIRMATION AND CONSUMMATION
PROCEDURES................................31
 
      
A. Conditions Precedent to Confirmation of the
Plan.....................31
      
B. Conditions Precedent to the Occurrence of the Effective
Date.........31
      
C. Requirements of Section 1129(a) of the Bankruptcy
Code...............32
      
D. Best Interests of
Creditors..........................................33
      
E.
Feasibility..........................................................34
      
F. Requirements of Section 1129(b) of the Bankruptcy
Code...............34
 
VII.
  
ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE
PLAN...............36
 
      
A. Liquidation Under Chapter
7..........................................36
      
B. Alternative Plan of Reorganization or
Liquidation....................37
 
VIII. RISK
FACTORS............................................................37
 
      
A. Certain Bankruptcy
Considerations....................................38
      
B. Risks Relating to New WHX's Financial
Condition......................38
      
C. Risks Relating to the Company's
Businesses...........................39
 
                                      
iii
 
 
 
           
                     
TABLE OF CONTENTS
                                   
(continued)
                                                                   
        
PAGE
 
      
D. Factors Affecting the Value of Securities to be Issued
         
Under the
Plan.......................................................40
 
IX.
   
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF CONSUMMATION OF THE
PLAN.....41
 
      
A.
General..............................................................41
      
B. Federal Income Tax Consequences to the
Debtor........................41
      
C. Federal Income Tax Consequences to Holders of Claims and
         
Equity
Interests.....................................................44
      
D. Certain Other Tax Considerations for Holders of
Claims...............45
      
E. Importance of Obtaining Professional Tax
Assistance..................46
 
X.
    
APPLICABILITY OF CERTAIN FEDERAL AND STATE SECURITIES
LAWS..............47
 
      
A.
General..............................................................47
      
B. Bankruptcy Code Exemptions from Registration
Requirements............47
      
C. Certain Transactions by
Stockbrokers.................................49
 
XI.
   
RECOMMENDATION AND
CONCLUSION...........................................50
 
    
                                   
iv
 
 
 
 
 
                                
TABLE OF EXHIBITS
 
Exhibit A
     
-
   
Form of Chapter 11 Plan of Reorganization of WHX Corporation
 
Exhibit B
     
-
   
Liquidation Analysis
 
Exhibit C
     
-
   
Subsidiaries of Debtor
 
Exhibit D
     
-
   
Business Plan, Assumptions and Financial Projections
 
Exhibit E
     
-
   
Form 10-K filed by the Debtor for the fiscal year ending
                  
December 31, 2004
 
Exhibit F
     
-
   
Form 10-K filed by the Debtor for the fiscal year ending
                  
December 31, 2003
 
Exhibit G
     
-
   
Approval and Procedures Order, entered by the Bankruptcy Court
                  
on _______ __, 2005
 
                                       
v
 
 
 
 
                             
INDEX OF DEFINED TERMS
 
 
 
 
 
acceptance.......................6
           
Innisfree........................1
  

accumulators....................47
           
Jefferies.......................14
  

Ad Hoc Committee................13
           
Liquidation Analysis............36
  

AICPA...........................29
           
NOLs............................15
  

All Holders Rule................13
           
Notice and Balloting Agent.......1
  

AMT.............................43
           
Offer...........................13
  

AMTI............................43
           
ownership change................42
  

Annual Limitation...............42
           
PBGC............................13
  

Approval and Procedures Order....5
           
Plan.............................1
  

Bankruptch Exception............43
           
Preferred Shares................12
  

Bankruptcy Code..................5
           
Projections.....................29
  

Business Continuity Requirement.42
           
SEC..............................2
  

COD.............................41
           
street name......................8
  

DCA.............................13
           
Superfund.......................14
  

Disbursing Agent................25
           
Termination Litigation..........14
  

Disclosure Statement.............1
          
 
Voting Deadline..................7
  

distributors....................47
           
WHX Group.......................10
  

EPA.............................14
           
WHX Pension Plan................13
  

Exchange Act....................13
           
WPC.............................12
  

Fee Claim.......................19
           
WPC Group.......................12
  

H&H.............................11
           
WPSC............................12
  

 
 
                                       
vi
 
 
 
 
 
 
              
                  
EXECUTIVE SUMMARY
 
            
The
  
Debtor
  
in this
  
chapter
  
11
  
case,
  
WHX
  
Corporation,
  
filed a
petition for relief under chapter 11 of the Bankruptcy Code on
March 7, 2005. On
that date,
  
the Debtor also filed its chapter 11 plan of 
 
reorganization,
  
dated
March 7, 2005 (the "PLAN"),
  
a copy of which is attached
  
hereto as Exhibit "A."
If
  
confirmed
  
by the
  
Bankruptcy
  
Court,
  
the Plan will
  
govern and control the
treatment
  
afforded all Claims against and Equity Interests in the Debtor.
  
This
disclosure statement, dated March 7, 2005 (the "DISCLOSURE
STATEMENT") describes
certain
  
aspects of the Plan,
  
the
  
Debtor's
  
business
  
operations,
  
significant
events occurring in its chapter 11 case, and related matters.
 
            
This executive summary highlights some of the information
  
discussed
in greater detail elsewhere in this Disclosure
  
Statement.
  
THIS SUMMARY MAY NOT
CONTAIN
  
ALL OF THE
  
INFORMATION
  
THAT
  
IS
  
IMPORTANT
  
TO
  
YOU.
  
FOR A
  
COMPLETE
UNDERSTANDING OF THE PLAN, YOU SHOULD READ THE DISCLOSURE
  
STATEMENT,
  
THE PLAN,
AND THE
  
EXHIBITS
  
THERETO IN THEIR
  
ENTIRETY.
  
All Exhibits to the Plan will be
filed with the Bankruptcy Court and available for review, free of
charge, on the
website of the Debtor
  
(WWW.WHXCORP.COM) no later than 10 days before the Voting
Deadline).
  
Copies of all
  
Exhibits
  
to the Plan also may be
  
obtained,
  
free of
charge,
  
from
  
Innisfree
  
M&A
  
Incorporated
  
("INNISFREE"
  
or
  
the
  
"NOTICE
  
AND
BALLOTING AGENT" by calling (877) 750-2689.
 
            
THE
  
PRECEDING
  
PAGE
  
CONTAINS AN INDEX OF TERMS USED AND DEFINED IN
THIS DISCLOSURE STATEMENT. OTHER CAPITALIZED TERMS THAT ARE USED
BUT NOT DEFINED
HEREIN HAVE THE MEANINGS ASCRIBED TO THEM IN THE PLAN.
 
A.
          
SUMMARY OF ANTICIPATED DISTRIBUTIONS UNDER THE PLAN
 
            
A Claim or Equity
  
Interest is placed in a particular
  
class for the
purposes of voting on the Plan and for receiving
  
distributions
  
pursuant to the
Plan only to the extent that such Claim or Equity
  
Interest is an Allowed
  
Claim
or an Allowed
  
Equity
  
Interest in that Class and such Claim or Equity
  
Interest
has not been paid, released or otherwise settled prior to the
Distribution Date.
In accordance
  
with section
  
1123(a)(1) of the Bankruptcy
  
Code,
  
Administrative
Claims and Priority Tax Claims of the kinds specified in sections
  
507(a)(1) and
507(a)(8) of the Bankruptcy Code, respectively,
  
have not been classified. Under
the Plan, all other Claims against and Equity
  
Interests in the Debtor have been
placed into seven (7) Classes and will receive the
  
distributions and recoveries
(if any) described in the table below.
 
            
THE
  
ESTIMATED
  
RECOVERIES
  
ASSUME
  
THAT THE VALUE OF NEW WHX COMMON
STOCK TO BE ISSUED UNDER THE PLAN WILL BE $113,722,700.
  
UNDER THE PLAN, HOLDERS
OF ALLOWED
  
SENIOR
  
NOTES
  
CLAIMS
  
WILL BE ENTITLED TO 85% OF THE NEW WHX COMMON
STOCK (WITH AN ESTIMATED VALUE OF $96,664,295) AND HOLDERS OF
ALLOWED
  
PREFERRED
SHARES WILL BE ENTITLED
  
TO 15% OF THE NEW WHX COMMON
  
STOCK (WITH AN
  
ESTIMATED
VALUE OF $17,058,405).
  
THERE CAN BE NO ASSURANCE,
  
HOWEVER, THAT SUCH ESTIMATED
VALUES AND
  
RECOVERIES
  
RELATING
  
TO THE NEW WHX COMMON
  
STOCK ARE
  
ACCURATE
  
OR
RELIABLE.
 
 
 
 
------------------------------------------------------------------------------------------------------------
     
Class & Description
                                         
Treatment Under the Plan
------------------------------------------------------------------------------------------------------------
CLASS 1 -- PRIORITY NON-TAX CLAIMS (IF ANY):
           
UNIMPAIRED
 
 
Non-tax Claims, such as employee compensation
          
Allowed Priority Non-Tax Claims are unimpaired by
and benefits that do not exceed $4,650, that
           
the Plan and will be paid in the ordinary course of
are entitled to priority under the Bankruptcy Code.
    
the Debtor's business. Holders of Allowed Class 1 
                                                       
Claims will not be entitled to cast a ballot with
                                                       
respect to the Plan and, instead, will conclusively
                                                       
be deemed to have accepted the Plan.
 
ESTIMATED AGGREGATE ALLOWED AMOUNT: $0.00
              
PERCENTAGE RECOVERY:
  
100%
------------------------------------------------------------------------------------------------------------
CLASS 2 -- SECURED CLAIMS (IF ANY):
                    
UNIMPAIRED
 
 
All Claims secured by a valid, perfected and
           
Class 2 Claims are unimpaired by the Plan and will be
enforceable Lien on any Asset of the Debtor.
           
treated in accordance with section 1124 of the
                                                       
Bankruptcy Code. Holders of Allowed Class 2 Claims
                                                     
  
will not be entitled to vote on the Plan, and
                                                       
instead, will be deemed to have accepted the
                                                       
Plan.
 
 
 
ESTIMATED AGGREGATE ALLOWED AMOUNT: $0.00
   
           
PERCENTAGE RECOVERY:
  
100%
------------------------------------------------------------------------------------------------------------
 
CLASS 3 -- SENIOR NOTES CLAIMS:
                        
IMPAIRED
 
 
All Claims arising under or in connection with
         
The Plan provides for the distribution of
the Senior Notes Indenture.
                            
approximately 85% of the equity in the
                                                       
reorganized Debtor to holders of Allowed Senior
    
                                                   
Notes Claims on the Distribution Date, each
                                                       
holder of an Allowed Senior Notes Claim will
                                                       
receive its Pro Rata Share of 8,500,000 shares
                                                       
of New WHX Common Stock. Class 3 Claims are
                                                       
impaired by the Plan and holders of Allowed
                 
                                      
Class 3 Claims will be entitled to vote to
                                                       
accept or reject the Plan.
 
ALLOWED AMOUNT: $96,664,295
                            
ESTIMATED PERCENTAGE RECOVERY: 100%
------------------------------------------------------------------------------------------------------------
 
CLASS 4 -- OTHER UNSECURED CLAIMS:
                     
IMPAIRED
 
 
All Claims against the Debtor that are not
             
On the Distribution Date, each holder of an
Administrative Claims, Priority Tax Claims,
            
Allowed Other Unsecured Claim will receive Cash
Priority Non-Tax Claims, Secured Claims or
             
in an amount equal to the amount of its Allowed
Senior Notes Claims.
            
                       
Claim (i.e., the amount owed to such creditor
                                                       
as of the Petition Date). Class 4 Claims are
                                                       
impaired by the Plan and holders of Allowed
                                                       
Class 4 Claims will be entitled to vote to
                                                       
accept or reject the Plan.
 
ESTIMATED AGGREGATE ALLOWED AMOUNT:
  
$0.00
             
ESTIMATED PERCENTAGE RECOVERY: 100%
------------------------------------------------------------------------------------------------------------
 
                                      
-2-
 
 
 
------------------------------------------------------------------------------------------------------------
     
Class & Description
                                         
Treatment Under the Plan
------------------------------------------------------------------------------------------------------------
 
CLASS 5 -- SERIES A PREFERRED EQUITY INTERESTS:
        
IMPAIRED
 
 
All shares or other instruments
  
evidencing a
          
On the Effective Date, each and every Series A
preferred Series A stock ownership in the Debtor.
      
Preferred Equity Interest WHX will be cancelled
     
                                                  
and discharged and, on the Distribution Date,
                                                       
the holder thereof will receive its Pro Rata
                                                       
Share of 686,853 shares of New WHX Common Stock
                                                       
(Collectively, holders of Class 5 and Class 6
                                                       
Preferred Equity Interests will receive their
           
                                            
Pro Rata Share of 1,500,000 shares of New WHX
                                                       
Common Stock). Class 5 Series A Preferred
                                                       
Equity Interests are impaired by the Plan and
                                                       
holders of Allowed Series A Preferred Equity
                                                       
Interests will be entitled to vote to accept or
                     
                                  
reject the Plan.
 
SERIES A SHARES OUTSTANDING:
  
2,573,926
                
ESTIMATED AGGREGATE VALUE OF RECOVERY:
  
$7,811,076
------------------------------------------------------------------------------------------------------------
 
CLASS 6 -- SERIES B PREFERRED EQUITY INTERESTS:
        
IMPAIRED
 
 
All shares or other instruments evidencing a
           
On the Effective Date, each and every Series B
preferred Series B stock ownership in the Debtor.
      
Preferred Equity Interest in WHX will be
                                                       
cancelled and discharged and, on the
                                                       
Distribution Date, the holder thereof will
                                              
         
receive its Pro Rata Share of 813,147 shares of
                                                       
New WHX Common Stock (Collectively, holders of
                                                       
Class 5 and Class 6 Preferred Equity Interests
                                                       
will receive their Pro Rata Share of 1,500,000
                                                       
shares of New WHX Common Stock). Class 6 Series
                                              
         
B Preferred Equity Interests are impaired by
                                                       
the Plan and holders of Allowed Series B
                                                       
Preferred Equity Interests will be entitled to
    
                                                   
vote to accept or reject the Plan.
 
SERIES B SHARES OUTSTANDING:
  
2,949,000
                
ESTIMATED AGGREGATE VALUE OF RECOVERY:
  
$9,247,329
------------------------------------------------------------------------------------------------------------
 
CLASS 7 -- COMMON EQUITY INTERESTS:
                    
IMPAIRED
 
 
All shares or other instruments evidencing a
           
On the Effective Date, each and every Common
stock ownership interest in the Debtor.
    
            
Equity Interest in the Debtor will be cancelled
                                                       
and discharged and the holder thereof will
                                                       
receive no distribution under the Plan. Class 7
                                                       
Common Equity Interests are impaired by the
                                                       
Plan and holders of such Common Equity
                                                       
Interests will not be entitled to vote on the
                                                       
Plan and, instead, will be deemed to have
                                                       
rejected the Plan.
 
SHARES OUTSTANDING: 5,485,856
            
              
PERCENTAGE RECOVERY:
  
0%
------------------------------------------------------------------------------------------------------------
 
                                                 
-3-
 
 
 
 
 
            
After careful review of the Debtor's 
 
current
  
business
  
operations,
estimated
  
recoveries
  
in a
  
liquidation
  
scenario,
  
and prospects as an ongoing
business,
  
the Debtor has
  
concluded
  
that the recovery to creditors
  
and Equity
Interest
  
holders will be maximized
  
by the
  
Debtor's
  
continued
  
operation as a
going concern. The Debtor believes that its business and Assets
have significant
value that would not be realized
  
in the
  
liquidation
  
of the Debtor,
  
either in
whole or in substantial part.
  
According to the liquidation analysis prepared by
the Debtor
  
(attached
  
hereto as Exhibit "B"), the Debtor is worth
  
considerably
more to its creditors in general as a going concern.
 
B.
          
SUMMARY OF POST-CONFIRMATION OPERATIONS.
 
            
Attached hereto as Exhibit "D" are financial statements that
project
financial
  
performance for a reorganized
  
WHX, on a consolidated
  
basis with its
subsidiaries,
  
through
  
December
  
31,
  
2008.
  
These
  
projections
  
are based upon
information
  
available as of ____________ __, 2005 and the current business plan
for reorganized WHX and its
  
subsidiaries.
  
For context,
  
a copy of the Debtor's
Form 10-K for Fiscal Year Ended
  
December 31, 2004 is annexed
  
hereto as Exhibit
"E" and a copy of the Debtor's Form 10-K for Fiscal Year Ended
December 31, 2003
is annexed hereto as Exhibit "F."
 
                                                 
-4-
 
 
 
 
 
                                       
I.
 
                                  
INTRODUCTION
 
            
The Debtor submits this
  
Disclosure
  
Statement , pursuant to section
1125 of title 11 of the United States Code (11 U.S.C.
  
ss.ss.
  
101 et seq.,
  
the
"BANKRUPTCY
  
CODE") in connection
  
with the
  
solicitation
  
of acceptances of its
Plan.
  
The Debtor is seeking
  
approval
  
of the Plan.
  
Unless
  
otherwise
  
defined
herein,
  
all
  
capitalized
  
terms
  
used in this
  
Disclosure
  
Statement
  
have
  
the
meanings ascribed to them in the Plan.
 
            
A BALLOT IS ENCLOSED
  
WITH THIS
  
DISCLOSURE
  
STATEMENT
  
IF YOU ARE A
HOLDER OF A CLAIM OR EQUITY
  
INTEREST
  
ENTITLED
  
TO VOTE TO ACCEPT OR REJECT THE
PLAN, WHICH ARE CLASS 3 (SENIOR NOTE CLAIMS),
  
CLASS 4 (OTHER UNSECURED CLAIMS),
CLASS 5 (SERIES A PREFERRED EQUITY
  
INTERESTS),
  
AND CLASS 6 (SERIES B PREFERRED
EQUITY INTERESTS).
 
            
THE BALLOT CONTAINS PROVISIONS:
 
            
(1) ENABLING
  
EACH HOLDER OF AN ALLOWED
  
CLAIM OR
  
PREFERRED
  
EQUITY
INTEREST IN CLASS 3 (SENIOR
  
NOTE
  
CLAIMS),
  
CLASS 4 (OTHER
  
UNSECURED
  
CLAIMS),
CLASS 5 (SERIES A
  
PREFERRED
  
EQUITY
  
INTERESTS)
  
OR CLASS 6 (SERIES B PREFERRED
EQUITY INTERESTS) TO VOTE ON ACCEPTANCE OR REJECTION OF THE PLAN;
AND
 
            
(2)
  
ENABLING
  
EACH
  
HOLDER
  
OF AN
  
ALLOWED
  
CLAIM IN CLASS 4 (OTHER
UNSECURED
  
CLAIMS) TO ELECT TO RECEIVE SHARES OF NEW WHX COMMON STOCK INSTEAD
OF
CASH THAT OTHERWISE WOULD BE DISTRIBUTED ON ACCOUNT OF SUCH
HOLDER'S CLAIM.
 
            
IF A HOLDER OF AN ALLOWED
  
CLASS 4 CLAIM FAILS TO MAKE THE
  
ELECTION
DESCRIBED
  
IN THE
  
PRECEDING
  
PARAGRAPH,
  
SUCH
  
HOLDER
  
SHALL BE
  
DEEMED TO HAVE
ELECTED TO RECEIVE ITS ENTIRE DISTRIBUTION IN CASH.
 
            
HOLDERS OF PRIORITY NON-TAX CLAIMS AND SECURED CLAIMS ARE
UNIMPAIRED
BY THE PLAN,
  
ARE
  
CONCLUSIVELY
  
PRESUMED
  
TO HAVE
  
ACCEPTED
  
THE PLAN,
  
ARE NOT
ENTITLED
  
TO VOTE TO
  
ACCEPT
  
OR REJECT
  
THE
  
PLAN,
  
AND ARE THUS NOT
  
RECEIVING
BALLOTS.
 
            
HOLDERS OF COMMON
  
EQUITY
  
INTERESTS IN THE DEBTOR ARE
  
RECEIVING NO
DISTRIBUTIONS
  
UNDER THE PLAN,
  
ARE DEEMED TO HAVE
  
REJECTED
  
THE PLAN,
  
AND ARE
THEREFORE NOT RECEIVING BALLOTS.
 
            
On ______,
  
2005,
  
after notice and a hearing,
  
the Bankruptcy Court
approved this Disclosure
  
Statement as containing adequate information of a kind
and in sufficient detail to enable hypothetical, reasonable
investors typical of
the Debtor's
  
creditors and Equity Interest holders to make an informed judgment
whether to accept or reject the Plan. APPROVAL OF THIS DISCLOSURE
STATEMENT DOES
NOT,
  
HOWEVER,
  
CONSTITUTE A
  
DETERMINATION
  
BY THE
  
BANKRUPTCY
  
COURT AS TO THE
FAIRNESS OR MERITS OF THE PLAN.
 
            
The order
  
approving the
  
Disclosure
  
Statement
  
(the
  
"APPROVAL AND
PROCEDURES ORDER"), a copy of which is annexed hereto as Exhibit
"G," sets forth
in detail the
  
deadlines,
  
procedures and
  
instructions
  
for voting to accept or
reject the Plan and for
  
filing
  
objections
  
to
  
confirmation
  
of the Plan,
  
the
record date for voting
  
purposes,
  
and the
  
applicable
  
standards for tabulating
Ballots. In addition,
  
detailed voting instructions
  
accompany each ballot. Each
holder of a Claim or Equity
  
Interest
  
entitled
  
to vote on the Plan should read
the Disclosure
  
Statement,
  
the Plan, the Approval and Procedures
  
Order and the
instructions
  
accompanying
  
the ballot in their
  
entirety
  
before
  
voting on the
Plan.
  
These
  
documents
  
contain,
  
among
  
other
  
things,
  
important
  
information
 
                         
             
-5-
 
 
 
 
 
concerning the classification of Claims and Equity Interests for
voting purposes
and the tabulation of votes.
  
No solicitation of votes to accept the Plan may be
made except pursuant to section 1125 of the Bankruptcy Code.
 
A.
        
  
HOLDERS OF CLAIMS AND EQUITY INTERESTS ENTITLED TO VOTE
 
            
Pursuant to the provisions of the Bankruptcy
  
Code,
  
only holders of
Allowed Claims or Equity Interests in classes of Claims or Equity
Interests that
are impaired
  
under the terms and
  
provisions of a chapter 11 plan and that will
receive
  
distributions
  
under the chapter 11 plan are entitled to vote to accept
or reject the plan.
  
Classes of Claims or Equity
  
Interests in which the holders
will not
  
receive or retain any
  
property
  
under a chapter 11 plan are deemed to
have
  
rejected
  
the plan and are not
  
entitled
  
to vote to accept or reject
  
the
plan.
  
Classes of Claims or Equity Interests in which the holders are
unimpaired
under a
  
chapter
  
11 plan
  
are
  
deemed
  
to have
  
accepted
  
the
  
plan and are not
entitled to vote to accept or reject the plan.
 
            
With respect to the Debtor's Plan, each of Class 1 (Priority
Non-Tax
Claims) and Class 2 (Secured
  
Claims) are unimpaired by the Plan and the holders
of Claims in each of such Classes are conclusively presumed to have
accepted the
Plan and are not entitled to vote to accept or reject the Plan.
 
            
Class 3 (Senior
  
Note
  
Claims),
  
Class 4 (Other
  
Unsecured
  
Claims),
Class 5 (Series A Preferred
  
Equity
  
Interests)
  
and Class 6 (Series B Preferred
Equity Interests) are entitled to vote to accept or reject the
Plan.
 
            
Holders of Common
  
Equity
  
Interests
  
in Class 7 are not entitled to
receive
  
or
  
retain
  
any
  
property
  
under the Plan,
  
they are
  
presumed
  
to have
rejected the Plan, and therefore, are not entitled to vote on the
Plan .
 
            
The Bankruptcy Code defines "ACCEPTANCE" of a plan (i) by a class
of
Claims as acceptance by creditors in that class that hold at least
two-thirds in
dollar amount and more than
  
one-half in number of the Allowed
  
Claims that cast
ballots for
  
acceptance or rejection of the plan,
  
and (ii) by a class of Equity
Interests as acceptance
  
by holders in that class that hold at least
  
two-thirds
in amount of
  
Allowed
  
Equity
  
Interests
  
in such class
  
that cast
  
ballots
  
for
acceptance
  
or
  
rejection
  
of
  
the
  
Plan.
  
For a
  
complete
  
description
  
of
  
the
requirements
  
for
  
confirmation of the Plan, see Article VI,
  
"Confirmation
  
and
Consummation Procedures."
 
            
UNDER SECTION 1129 OF THE
  
BANKRUPTCY
  
CODE, A PLAN CAN BE CONFIRMED
ONLY IF AT LEAST ONE IMPAIRED CLASS ACCEPTS THE PLAN. THEREFORE,
  
IN ADDITION TO
THE
  
OTHER
  
REQUIREMENTS
  
FOR
  
CONFIRMATION
  
DESCRIBED
  
BELOW,
  
THE
  
PLAN CAN BE
CONFIRMED ONLY IF IT IS ACCEPTED BY AT LEAST ONE OF THE FOLLOWING
CLASSES: CLASS
3 (SENIOR NOTE
  
CLAIMS),
  
CLASS 4 (OTHER
  
UNSECURED
  
CLAIMS),
  
CLASS 5 (SERIES A
PREFERRED EQUITY INTERESTS) OR CLASS 6 (SERIES B PREFERRED EQUITY
INTERESTS). IF
AT LEAST ONE
  
IMPAIRED
  
CLASS
  
ACCEPTS THE PLAN,
  
BUT ONE OR MORE OTHER
  
CLASSES
REJECTS THE PLAN, THE DEBTOR HAS THE RIGHT TO REQUEST
  
CONFIRMATION
  
OF THE PLAN
PURSUANT TO SECTION 1129(b) OF THE BANKRUPTCY CODE.
  
SECTION 1129(b) PERMITS THE
CONFIRMATION
  
OF A PLAN
  
NOTWITHSTANDING
  
THE
  
NON-ACCEPTANCE
  
OF
  
ONE
  
OR
  
MORE
IMPAIRED CLASSES OF CLAIMS OR EQUITY INTERESTS.
  
UNDER THAT SECTION,
  
A PLAN MAY
BE CONFIRMED BY A BANKRUPTCY COURT IF IT DOES NOT "DISCRIMINATE
UNFAIRLY" AND IS
"FAIR AND
  
EQUITABLE"
  
WITH
  
RESPECT
  
TO EACH
  
NON-ACCEPTING
  
CLASS. 
 
FOR A MORE
DETAILED
  
DESCRIPTION OF THE
  
REQUIREMENTS
  
FOR
  
CONFIRMATION OF A NONCONSENSUAL
PLAN, SEE ARTICLE VI, SECTION D,
  
"CONFIRMATION
  
AND CONSUMMATION
  
PROCEDURES --
REQUIREMENTS OF SECTION 1129(b) OF THE BANKRUPTCY CODE."
 
            
The Debtor
  
will
  
request
  
confirmation
  
of the Plan over the deemed
rejection
  
of the Plan by Class 7 if the
  
Plan is
  
accepted
  
by each of Class 3,
Class 4, Class 5 and Class 6, the only Classes
  
entitled to vote on the Plan. If
Class 3, Class 4, Class 5 or Class 6 votes to reject the Plan,
  
the Debtor
  
will
announce
  
at or before the
  
Confirmation
  
Hearing
  
whether the Debtor will still
seek
  
confirmation
  
of the Plan
  
pursuant to section
  
1129(b) of the
  
Bankruptcy
Code.
 
                                      
-6-
 
 
 
 
 
B.
          
VOTING PROCEDURES
 
            
If you are
  
entitled to vote to accept or reject the Plan,
  
a ballot
is enclosed
  
for the purpose of voting on the Plan.
  
Holders of impaired
  
Claims
and Equity
  
Interests
  
voting on the Plan should complete and sign the ballot in
accordance with the
  
instructions
  
thereon,
  
being sure to check the appropriate
box
  
entitled
  
"Accept the Plan" or "Reject the Plan." In order for your vote to
be counted,
  
you must complete and sign your original ballot (copies will not be
accepted) and return it in the envelope provided.
 
            
If you are a holder of a Claim or Equity
  
Interest
  
entitled to vote
on the Plan and did not receive a ballot, received a damaged ballot
or lost your
ballot, or if you have any questions
  
concerning the Disclosure
  
Statement,
  
the
Plan, or the
  
procedures
  
for voting on the Plan,
  
please contact the Notice and
Balloting Agent:
 
                         
Innisfree M&A Incorporated
                         
501 Madison Avenue, 19th Floor
  
                       
New York, New York 10022
                         
Tel:
  
(877) 750-2689
 
            
DO
  
NOT
  
RETURN
  
ANY
  
NOTE,
  
STOCK
  
CERTIFICATE
  
OR
  
OTHER
  
SECURITY
INSTRUMENT WITH YOUR BALLOT.
 
            
TO BE COUNTED, YOUR BALLOT INDICATING ACCEPTANCE OR REJECTION OF
THE
PLAN MUST BE RECEIVED NO LATER THAN _:00 _.M., EASTERN TIME, ON
__________, 2005
(THE "VOTING DEADLINE").
 
            
ANY CLAIM IN AN IMPAIRED
  
CLASS AS TO WHICH AN
  
OBJECTION OR REQUEST
FOR
  
ESTIMATION IS PENDING OR WHICH IS SCHEDULED BY THE DEBTOR AS
  
UNLIQUIDATED,
DISPUTED OR
  
CONTINGENT
  
IS NOT ENTITLED TO VOTE UNLESS THE HOLDER OF SUCH CLAIM
HAS OBTAINED AN ORDER OF THE BANKRUPTCY
  
COURT
  
TEMPORARILY
  
ALLOWING SUCH CLAIM
FOR THE PURPOSE OF VOTING ON THE PLAN.
 
          
  
PURSUANT
  
TO THE
  
ORDER
  
APPROVING
  
THE
  
DISCLOSURE
  
STATEMENT,
  
THE
BANKRUPTCY
  
COURT SET
  
_______,
  
2005 AS THE RECORD DATE FOR VOTING ON THE PLAN.
ACCORDINGLY,
  
ONLY
  
HOLDERS
  
OF RECORD AS OF
  
_______,
  
2005 THAT ARE
  
OTHERWISE
ENTITLED TO VOTE UNDER THE PLAN WILL RECEIVE A BALLOT AND MAY VOTE
ON THE PLAN.
 
            
ANY
  
EXECUTED
  
BALLOT
  
RECEIVED
  
THAT
  
DOES NOT
  
INDICATE
  
EITHER AN
ACCEPTANCE
  
OR REJECTION OF THE PLAN SHALL BE DEEMED TO CONSTITUTE AN
ACCEPTANCE
OF THE PLAN.
 
            
1. BALLOTS
 
            
All votes to accept or reject the Plan with
  
respect to any Class of
Claims
  
or
  
Equity
  
Interests
  
must be
  
cast by
  
properly
  
submitting
  
the
  
duly
completed and executed form of ballot designated for such Class.
 
            
Ballots
  
cast 
 
by
  
the
  
beneficial
  
holders
  
of
  
Claims
  
and
  
Equity
Interests
   
and
  
Master
   
Ballots
   
completed
  
by
   
brokerage
   
firms
  
or
  
other
intermediaries
  
having power of attorney to vote on behalf of beneficial
  
owners
(SEE below,
  
Article I Section B.2 "Beneficial
  
Holders of Securities")
  
must be
delivered to the Notice and Balloting Agent, at its address set
forth above, and
received by the Voting Deadline.
  
THE METHOD OF SUCH DELIVERY IS AT THE ELECTION
AND RISK OF THE VOTER.
  
If such
  
delivery
  
is by mail,
  
it is
  
recommended
  
that
voters use an air courier
  
with a
  
guaranteed
  
next day
  
delivery or
  
registered
mail, properly insured, with return receipt requested.
  
In all cases, sufficient
time should be allowed to ensure timely delivery.
 
              
                        
-7-
 
 
 
 
 
            
In accordance with Bankruptcy Rule 3018(c), the ballots are based
on
Official
  
Form No. 14, but have been
  
modified to meet the
  
particular
  
needs of
these cases.
  
PLEASE CAREFULLY FOLLOW THE DIRECTIONS
  
CONTAINED ON EACH ENCLOSED
BALLOT.
 
            
Each ballot enclosed with this Disclosure Statement has been
encoded
with the amount of the Allowed Claim or Allowed
  
Preferred
  
Equity
  
Interest for
voting purposes (if the Claim is a Contested
  
Claim,
  
this amount may not be the
amount ultimately allowed for purposes of distribution) and the
Class into which
the Claim or Preferred Equity Interest has been placed under the
Plan. In voting
to accept or reject the Plan, you must use only the coded ballot or
ballots sent
to you with this Disclosure Statement.
 
            
2. BENEFICIAL OWNERS OF SECURITIES
 
            
If you are the beneficial owner of a Senior Note or Preferred
Equity
Interest and hold such security in your own name, you can vote by
completing and
signing
  
the
  
enclosed
  
ballot
  
and
  
returning
  
it
  
directly
  
to the
  
Notice and
Balloting Agent using the enclosed preaddressed, postage prepaid
envelope.
 
            
If you hold Senior
  
Notes or Preferred
  
Equity
  
Interests in "street
name" (i.e.,
  
through a brokerage firm,
  
commercial bank, trust company or other
nominee) or an
  
authorized
  
signatory
  
(a brokerage
  
firm or other
  
intermediary
having
  
power of attorney
  
to vote on behalf of a
  
beneficial
  
owner),
  
you will
receive a ballot from a bank or brokerage firm (or its agent), in
which case you
must return the ballot to that bank or
  
brokerage
  
firm (or its agent),
  
and you
can vote by following the instructions set forth below:
 
            
o
   
fill in all the applicable information on the ballot;
 
            
o
   
sign the ballot (unless the ballot has already been signed by
                
the bank, trust company or other nominee); and
 
            
o
   
return the ballot to the address indicated on the ballot in the
                
preaddressed, postage prepaid envelope enclosed with the ballot.
                
If no envelope was enclosed, contact your brokerage firm,
                
commercial bank, trust company or other nominee or agent thereof
                
for instructions.
 
            
IF YOU HOLD YOUR
  
SENIOR
  
NOTES OR
  
PREFERRED
  
EQUITY
  
INTERESTS
  
IN
STREET NAME,
  
YOU SHOULD
  
RETURN YOUR BALLOT NO LATER THAN
  
__________,
  
2005 TO
PROVIDE SUFFICIENT TIME FOR YOUR BROKERAGE FIRM,
  
COMMERCIAL BANK, TRUST COMPANY
OR OTHER
  
NOMINEE,
  
OR THE AGENT
  
THEREOF,
  
TO PROCESS AND TALLY YOUR BALLOT AND
DELIVER IT TO THE NOTICE AND BALLOTING AGENT BY THE VOTING
DEADLINE.
 
            
You may
  
receive
  
multiple
  
mailings of this
  
Disclosure
  
Statement,
especially if you own Senior Notes or Preferred
  
Equity 
 
Interests
  
through more
than one brokerage firm, commercial bank, trust company or other
nominee. If you
submit
  
more
  
than one
  
ballot
  
for a Class
  
because
  
you
  
beneficially
  
own the
securities in that Class through more than one broker or bank, you
must indicate
in the
  
appropriate
  
item of the
  
ballot(s)
  
the names of ALL broker
  
dealers or
other intermediaries who hold securities for you in the same Class.
 
            
Authorized
  
signatories voting on behalf of more than one beneficial
owner must complete a separate ballot for each such beneficial
owner. Any ballot
submitted to a brokerage
  
firm or proxy
  
intermediary
  
will not be counted until
the brokerage firm or proxy intermediary (a) properly executes the
ballot(s) and
delivers them to the Notice and Balloting
  
Agent, or (b) properly
  
completes and
delivers a corresponding master ballot to the Notice and Balloting
Agent.
 
            
By
  
voting
  
on the
  
Plan,
  
you
  
are
  
certifying
  
that
  
you
  
are
  
the
beneficial
  
owner of the Senior Notes or Preferred
  
Equity Interests being voted
or an authorized signatory for the beneficial owner. Your
submission of a ballot
will
  
also
  
constitute
  
a
  
request
  
that
  
you (or in the
  
case of an
  
authorized
signatory,
  
the
  
beneficial
  
owner) be
  
treated
  
as the
  
record
  
holder of those
securities for purposes of voting on the Plan.
 
                                      
-8-
 
 
 
 
3.
          
BROKERAGE FIRMS, BANKS AND OTHER NOMINEES
 
            
A brokerage firm,
  
commercial
  
bank,
  
trust company or other nominee
that is the registered
  
holder of a Senior Note or a Preferred
  
Equity
  
Interest
for a beneficial owner, or that is a participant in a securities
clearing agency
and is authorized to vote in the name of the securities clearing
agency pursuant
to an omnibus proxy and is acting for a beneficial
  
owner, can vote on behalf of
such beneficial owner by:
 
            
o
   
distributing a copy of this Disclosure Statement and all
                
appropriate ballots to the beneficial owner;
 
            
o
   
collecting all such ballots;
 
            
o
   
completing a master ballot compiling the votes and other
                
information from the ballots collected; and
 
            
o
   
transmitting the completed master ballot to the Notice and
                
Balloting Agent.
 
            
A proxy
  
intermediary
  
acting on behalf of a brokerage
  
firm or bank
may follow the procedures
  
outlined in the preceding
  
sentence to vote on behalf
of the beneficial owner. In lieu of collecting
  
ballots from beneficial
  
owners,
compiling the votes and other
  
information from those ballots on a master ballot
and
  
transmitting the completed Master Ballot to the Notice and
Balloting Agent,
a
  
brokerage
  
firm,
   
commercial
  
bank,
  
trust
  
company
  
or
  
other
  
nominee
  
may
prevalidate a beneficial
  
owner's ballot and distribute the prevalidated
  
ballot
with a copy of this Disclosure
  
Statement to the beneficial owner for voting. In
that case,
  
beneficial owners should complete the prevalidated ballot and
return
it
  
directly to the Notice and
  
Balloting
  
Agent in the
  
enclosed
  
preaddressed,
postage prepaid
  
envelope.
  
A brokerage firm,
  
commercial bank, trust company or
other
  
nominee
  
prevalidates
  
a beneficial
  
owner's
  
ballot by indicating on the
ballot
  
the
  
record
  
holder of the
  
securities
  
to be voted and the
  
appropriate
account numbers of the beneficial owner.
 
            
4. VOTING MULTIPLE CLAIMS
 
            
Separate
  
forms of ballots
  
are
  
provided
  
for
  
voting
  
the
  
various
Claims, and Classes of Claims and Preferred Equity Interests.
  
A SEPARATE ballot
must be used for each Claim or Preferred Equity
  
Interest.
  
Any Person who holds
Claims in more than one Class or multiple
  
Claims
  
within a Class is required to
vote
  
separately
  
with
  
respect
  
to each
  
Claim.
  
Please
  
sign,
  
and
  
return
  
in
accordance with the instructions in this section, a separate ballot
with respect
to each such Claim or Preferred
  
Equity
  
Interest.
  
Only
  
ballots with
  
original
signatures
  
will
  
be
  
accepted.
  
Ballots
  
with
  
copied
  
signatures
  
will
  
NOT be
accepted.
 
C.
          
CONFIRMATION HEARING
 
            
The Bankruptcy Code requires the Bankruptcy Court,
  
after notice, to
conduct a
  
Confirmation
  
Hearing at which it will hear
  
objections
  
(if any) and
consider
  
evidence with respect to whether the Plan should be confirmed.
  
At the
Confirmation
  
Hearing, the Bankruptcy Court will confirm the Plan only if all of
the requirements of section 1129 of the Bankruptcy Code are met.
 
            
The Confirmation
  
Hearing has been scheduled to begin on __________,
2005, at ___:___ __.m.
  
(Eastern Time) before the Honorable
  
__________,
  
United
States
  
Bankruptcy
  
Judge,
  
United
  
States
  
Bankruptcy
  
Court
  
for the
  
Southern
District of New York,
  
Alexander
  
Hamilton Customs House, One Bowling Green, New
York,
  
New York 10004.
  
The
  
Confirmation
  
Hearing may be adjourned from time to
time by the Bankruptcy Court without further notice,
  
except for an announcement
of the adjourned date made at the Confirmation Hearing.
 
            
Any
  
objection
  
to the
  
confirmation
  
of the
  
Plan
  
must
  
be made in
writing
  
and date in detail (1) the name and
  
address of the
  
objector,
  
(2) the
 
                                      
-9-
 
 
 
 
 
amount and nature of the Claim or Equity
  
Interest
  
held by the objector and (3)
all
  
grounds
  
for the
  
objection.
  
Any such
  
objection
  
must be
  
filed
  
with the
Bankruptcy Court, with a copy to Judge __________'s Chambers, and
served so that
it is received by the Bankruptcy Court,
  
Judge
  
__________'s
  
Chambers,
  
and the
following parties on or before __________, 2005 at ___:___ __.m.
(Eastern Time):
(a) the Debtor, 110 East 59th Street, New York, New York 10022
(Attn: Stewart E.
Tabin, Esq.); (b) Jones Day, Attorneys for the Debtor, 222 East
41st Street, New
York, New York 10017 (Attn: Richard H. Engman,
  
Esq.); and (c) the Office of the
United
  
States
  
Trustee
  
for the
  
Southern
  
District of New York,
  
33
  
Whitehall
Street, 21st floor, New York, New York 10004 (Attn: __________,
Esq.).
 
            
FOR THE CONVENIENCE OF HOLDERS OF CLAIMS AND EQUITY INTERESTS,
  
THIS
DISCLOSURE
  
STATEMENT
  
SUMMARIZES
  
THE
  
TERMS OF THE PLAN,
  
BUT THE PLAN
  
ITSELF
QUALIFIES ALL SUMMARIES.
  
IF ANY
  
INCONSISTENCY
  
EXISTS BETWEEN THE PLAN AND THE
DISCLOSURE
  
STATEMENT,
  
THE TERMS OF THE PLAN ARE
  
CONTROLLING.
  
THE
  
DISCLOSURE
STATEMENT MAY NOT BE RELIED ON FOR ANY PURPOSE
  
OTHER THAN TO DETERMINE
  
WHETHER
TO VOTE TO ACCEPT OR REJECT THE PLAN, AND NOTHING STATED HEREIN
SHALL CONSTITUTE
AN
  
ADMISSION OF ANY FACT OR LIABILITY
  
BY ANY PARTY,
  
OR BE
  
ADMISSIBLE
  
IN ANY
PROCEEDING
  
INVOLVING
  
THE DEBTOR OR ANY OTHER
  
PARTY,
  
OR BE DEEMED
  
CONCLUSIVE
EVIDENCE OF THE TAX OR OTHER LEGAL EFFECTS OF THE PLAN ON THE
DEBTOR, OR HOLDERS
OF CLAIMS OR EQUITY INTERESTS.
 
            
CERTAIN OF THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT,
BY
NATURE, ARE FORWARD-LOOKING AND CONTAIN ESTIMATES AND ASSUMPTIONS.
  
THERE CAN BE
NO ASSURANCE THAT SUCH
  
STATEMENTS
  
WILL BE REFLECTIVE OF ACTUAL
  
OUTCOMES.
  
ALL
HOLDERS OF CLAIMS OR EQUITY
  
INTEREST
  
ENTITLED
  
TO VOTE TO ACCEPT OR REJECT THE
PLAN
  
SHOULD
  
CAREFULLY
  
READ AND
  
CONSIDER
  
FULLY
  
THIS
  
DISCLOSURE
  
STATEMENT,
INCLUDING,
  
BUT NOT LIMITED TO,
  
ARTICLE VIII "RISK
  
FACTORS,"
  
BEFORE VOTING TO
ACCEPT OR REJECT THE PLAN.
 
            
SUMMARIES OF CERTAIN
  
PROVISIONS OF
  
AGREEMENTS
  
REFERRED TO IN THIS
DISCLOSURE
  
STATEMENT
  
DO NOT PURPORT TO BE COMPLETE AND ARE SUBJECT TO, AND ARE
QUALIFIED
  
IN THEIR
  
ENTIRETY BY REFERENCE
  
TO, THE FULL TEXT OF THE
  
APPLICABLE
AGREEMENT, INCLUDING THE DEFINITIONS OF TERMS CONTAINED IN SUCH
AGREEMENT.
 
       
     
THE DEBTOR
  
BELIEVES
  
THAT THE PLAN WILL
  
ENABLE IT TO
  
SUCCESSFULLY
REORGANIZE AND
  
ACCOMPLISH
  
THE OBJECTIVES OF CHAPTER 11 AND THAT
  
ACCEPTANCE OF
THE PLAN IS IN THE BEST
  
INTERESTS
  
OF THE DEBTOR AND ITS
  
CREDITORS
  
AND EQUITY
INTEREST
  
HOLDERS.
  
ACCORDINGLY,
   
AFTER
  
CAREFULLY
  
REVIEWING
  
THIS
  
DISCLOSURE
STATEMENT,
  
INCLUDING
  
THE
  
EXHIBITS,
  
EACH HOLDER OF AN ALLOWED CLAIM OR EQUITY
INTEREST IN CLASS 3 (SENIOR
  
NOTE
  
CLAIMS),
  
CLASS 4 (OTHER
  
UNSECURED
  
CLAIMS),
CLASS 5 (SERIES A PREFERRED
  
EQUITY
  
INTERESTS)
  
AND CLASS 6 (SERIES B PREFERRED
EQUITY
  
INTERESTS),
  
IS URGED BY THE
  
DEBTOR
  
TO VOTE IN FAVOR OF THE PLAN BY NO
LATER THAN ___:___ __.M., EASTERN TIME, ON ____________ __, 2005.
 
                                      
II.
 
                 
 
GENERAL INFORMATION REGARDING THE DEBTOR AND
                   
ITS REASONS FOR FILING THE CHAPTER 11 CASE
 
A.
          
THE DEBTOR'S BUSINESS
 
            
The
  
Debtor
  
is a
  
Delaware
  
corporation
  
that
  
maintains
  
principal
executive offices at 110 East 59th Street,
  
New York, New York 10022 and that is
structured to invest in and manage a diverse group of businesses
  
(collectively,
with the Debtor,
  
the "WHX GROUP").
  
The Debtor's
  
principal asset is its equity
 
                                      
-10-
 
 
 
 
 
interest in Handy & Harman ("H&H"). As a holding company
and the ultimate parent
of the direct and indirect subsidiaries listed on Exhibit "C"
hereto, the Debtor
is the
  
parent
  
company
  
of a group of
  
diversified
  
materials
  
engineering
  
and
specialty
  
manufacturing
  
companies.
  
In
  
its
  
Precious
  
Metals
  
segment,
  
H&H's
Electronic
  
Materials Group activities include precision stamping,
  
reel-to-reel
electroplating and reel-to-reel molding for electronic and
electrical components
and the
  
Precious
  
Metals
  
Fabrications
  
Group
  
produces
  
brazing and
  
soldering
materials for
  
metal-joining
  
applications.
  
H&H's Engineered
  
Materials segment
manufactures
  
specialty
  
fasteners
  
for
  
roofing
  
and
  
construction
  
industries,
products for the natural gas, electricity and water distribution
  
industries and
electro-galvanized
  
products used in the construction and appliance
  
industries.
In the Wire & Tubing
  
segment,
  
the Specialty
  
Tubing Group
  
manufactures
  
small
diameter
  
stainless,
   
carbon
  
steel
  
and
  
specialty
  
alloy
  
tubing
  
and
  
tubing
fabrications
  
principally
  
for
  
the
  
medical,
  
semi-conductor,
   
automotive
  
and
appliance markets.
 
            
The Debtor has commenced
  
this case because it believes that chapter
11 relief is
  
necessary
  
to
  
implement
  
its
  
business
  
strategy to grow its core
businesses,
  
improve profit margins, and maximize value for its stakeholders. To
date, growth has been achieved through emphasis on world-class
customer service,
product quality, new product
  
introductions and innovations and by building upon
the strengths of the WHX Group's most
  
profitable
  
businesses
  
while
  
constantly
assessing
  
exposure
  
to low
  
margin,
  
capital-intensive
  
businesses
  
than can be
improved or that should be discontinued.
  
Going forward,
  
in addition to product
line and
  
other
  
strategic
  
acquisitions,
  
the
  
Debtor
  
has
  
plans
  
for
  
several
significant capital projects that are expected to improve
profitability,
  
expand
capacity and strengthen customer affiliations.
 
            
The Debtor,
  
however,
  
will have little or no ability to execute its
strategy
  
and
  
achieve
  
its goals
  
without
  
fundamental
  
changes to its
  
current
capital
  
structure,
  
which includes not only the imminent maturity of over $96.6
million
  
of
  
Senior
  
Note
  
indebtedness,
  
but also an unduly
  
complex
  
ownership
structure,
  
four different types of issued and outstanding public securities,
an
unmanageable
  
level of funded debt relative to earnings,
  
and over $82.5 million
of accrued but unpaid preferred stock dividends.
 
       
     
The
  
Debtor
   
believes
  
that
   
consummation
   
of
  
the
   
transactions
contemplated
  
by its chapter 11 Plan will
  
simplify
  
and
  
de-lever
  
the Debtor's
capital
  
structure,
  
reduce
  
its
  
overall
  
cost of
  
capital,
  
align its
  
capital
structure
  
to match its
  
businesses
  
and provide
  
the basis for more
  
attractive
future debt and equity
  
financings.
  
In other words,
  
the Debtor
  
believes
  
that
consummation
  
of its Plan
  
will
  
afford
  
the best
  
opportunity
  
to
  
realize
  
the
benefits of its
  
business
  
strategy
  
and thereby
  
the best
  
opportunity
  
to both
maximize current enterprise value and stakeholder recoveries while
ensuring that
the
  
Debtor is
  
well-positioned
  
to take
  
advantage
  
of future
  
growth and value
opportunities.
 
            
FOR A MORE
  
COMPLETE
  
DISCUSSION
  
OF THE DEBTOR'S
  
BUSINESS AND PAST
PERFORMANCE,
  
PLEASE SEE THE DEBTOR'S
  
2004 AND 2003
  
YEAR-END
  
REPORTS FILED ON
FORM 10-K FOR THAT ARE ATTACHED HERETO AS EXHIBITS "E" AND "F."
 
B.
          
THE DEBTOR'S OUTSTANDING SECURITIES
 
          
  
1. SENIOR NOTES
 
            
On April 7, 1998,
  
the Debtor
  
issued its 10.50% Senior Notes due on
April 15, 2005.
  
Interest on the Senior Notes is payable
  
semi-annually on April
15 and October 15 of each year.
  
The Senior Notes are unsecured
  
obligations
  
of
the Debtor only and have not been guaranteed by any of its
  
subsidiaries.
  
As of
the Petition Date,
  
$96,664,295
  
was owed by the Debtor on account of the Senior
Notes, of which $92,820,000 is principal and $3,844,295 is accrued
interest.
 
          
  
2. PREFERRED STOCK
 
            
As of the Petition Date,
  
the Debtor's
  
authorized
  
preferred
  
stock
consisted of 10 million
  
shares,
  
$.01 par value per share,
  
of which
  
2,573,926
shares of series A convertible
  
preferred stock and 2,949,000 shares of series B
convertible
  
preferred stock were issued and outstanding as of December 31, 2004
 
                                      
-11-
 
 
 
 
 
(collectively, the "PREFERRED SHARES"). The Preferred Shares are
junior in right
to payment of all debt
  
obligations of the Debtor but seni

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