Item 304(a)(1)(v) of Regulation S-K, other than as reported in Item 9A of its 2005 Annual Report on Form 10-K. Such Item 9A disclosure indicated that there are material weaknesses in internal controls for the fiscal years ended December 31, 2004 and 2005, which continued through January 2007. These material weaknesses include not maintaining effective controls in the following areas: (i) the accuracy, valuation and disclosure of our goodwill and intangible asset accounts and the related impairment expense accounts; (ii) the accounting for income taxes, including the completeness and accuracy of income taxes payable, deferred income tax assets, liabilities and related valuation allowances and the income tax provision; (iii) the completeness and accuracy of our environmental remediation liability reserves; (iv) the valuation of long-lived assets for impairment purposes; (v) the accounting for derivative instruments and hedging activities related to precious metal inventory; and (vi) the preparation and review of the consolidated statement of cash flows. Additionally, the following material weaknesses in disclosure controls and procedures contributed to the material weaknesses discussed above and were also disclosed in such Item 9A section: (i) the inability to maintain a sufficient number of personnel with an appropriate level of knowledge, experience and training in the application of generally accepted accounting principles commensurate with the Company's global financial reporting requirements and the complexity of the Company's operations and transactions; (ii) the inability to maintain appropriately designed and documented Company-wide policies and procedures; and (iii) the inability to maintain an effective anti-fraud program designed to detect and prevent fraud, including (a) an effective whistle-blower program and (b) an ongoing program to manage identified fraud risks. Please see Item 9A of the Company's 2005 Annual Report on Form 10-K for information related to management's remediation plans. The Company has authorized PwC to respond fully to the inquiries of the successor accountant concerning the subject matter of each of the material weaknesses described above. The Company's financial statements for the year ended December 31, 2003 have been restated to correct the accounting for goodwill impairment, certain tax matters, and other corrections, including the accounting for derivative instruments (specifically futures contracts on precious metals) and the related impact on inventory, and the accounting for an executive life insurance program, as well as the reporting of investment borrowings in the Company's 2003 statement of cash flows. The Audit Committee has discussed these matters with PwC. The Company's financial statements for the year ended December 31, 2003 were restated in conjunction with the filing of the Company's 2005 Annual Report on Form 10-K. The Company has authorized PwC to respond fully to all inquiries from the successor accountant regarding these matters. On January 22, 2007, the Company engaged Grant Thornton LLP ("GT") as the Company's independent registered public accountant. The engagement of GT was approved by the Audit Committee of the Company's Board of Directors. During the years ended December 31, 2005 and 2004 and through January 22, 2007, the Company did not consult with GT with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company has provided PwC with a copy of the foregoing disclosure. Attached as Exhibit 16 hereto is a copy of PwC's letter, dated January 17, 2007, in response to the foregoing disclosure related to PwC. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K. Exhibit No. Description ----------- ----------- 16 Letter from PricewaterhouseCoopers LLP, dated as of January 17, 2007. 2 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. Date: January 23, 2007 WHX CORPORATION By: /s/ Robert K. Hynes ---------------------------------- Robert K. Hynes Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 16 Letter from PricewaterhouseCoopers LLP, dated as of January 17, 2007. 4