Item 8.01. Amendment No. 9 to the Steel Loan Agreement included conforming amendments. Copies of Amendments No. 12 and 9 are attached hereto as EXHIBITS 99.1.4 and 99.1.6, respectively, and are incorporated herein by reference. Steel Partners II, L.P. is the beneficial holder of approximately 50% of the outstanding shares of WHX common stock. Warren G. Lichtenstein, Chairman of the Board of WHX, is the sole managing member of the general partner of Steel Partners II, L.P. In addition, Glen M. Kassan (Director and Chief Executive Officer of WHX), John Quicke (Director and Vice President of WHX) and Jack L. Howard and Joshua E. Schector (Directors of WHX) are employees of Steel Partners, Ltd., an affiliate of Steel Partners II, L.P. ITEM 8.01. OTHER EVENTS. Effective December 28, 2006, pursuant to an Asset Purchase Agreement (the "Asset Purchase Agreement") dated as of December 28, 2006 by and between Illinois Tool Works Inc., a Delaware corporation, ITW Canada, a limited partnership governed by the law of Ontario, (together the "Sellers"), OMG Roofing, Inc., a Delaware corporation (the "Buyer") and OMG, Inc., a Delaware corporation ("OMG"), Buyer acquired from the Sellers their mechanical roofing fastener business. OMG is a wholly-owned subsidiary of H&H, and the Buyer is a wholly-owned subsidiary of OMG. The assets acquired included, among other things, machinery, equipment, inventories of raw materials, work-in-process and finished products, certain contracts, accounts receivable and intellectual property rights, all as related to the acquired business and as provided in the Asset Purchase Agreement. This acquired business develops and manufactures fastening systems for the commercial roofing industry. WHX believes this acquisition solidifies OMG's position as a leading manufacturer and supplier of mechanical fasteners, accessories and components, and building products for the commercial and residential construction industry. Funds for payment of the Purchase Price by the Buyer were obtained pursuant to the credit facility of Buyer, as described in Item 1.01. The Buyer and its affiliates, on the one hand, and the Sellers and their respective affiliates, on the other hand, have no common officers, directors or control persons. A copy of the press release relating to the transactions described in Item 1.01 and Item 8.01 is attached hereto as EXHIBIT 99.1.1 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibit No. Description 99.1.1 Press release, dated December 29, 2006 99.1.2 Settlement Agreement dated as of December 28, 2006 by and among WHX Corporation, Handy & Harman, and Pension Benefit Guaranty Corporation. 99.1.3 Amendment No. 11 to the Loan and Security Agreement dated December 28, 2006 by and among Handy & Harman and its subsidiaries, as borrowers or guarantors, the financial institutions party thereto as lenders and Wachovia Bank, National Association, as agent. 99.1.4 Amendment No. 12 to the Loan and Security Agreement dated December 28, 2006 by and among Handy & Harman and its subsidiaries, as borrowers or guarantors, the financial institutions party thereto as lenders and Wachovia Bank, National Association, as agent. -2- 99.1.5 Amendment No. 8 to the Loan and Security Agreement dated December 28, 2006 by and among Handy & Harman and its subsidiaries, as borrowers or guarantors, Steel Partners II, L.P., as lender and agent. 99.1.6 Amendment No. 9 to the Loan and Security Agreement dated December 28, 2006 by and among Handy & Harman and its subsidiaries, as borrowers or guarantors, Steel Partners II, L.P., as lender and agent. -3- 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 4, 2007 WHX CORPORATION By: /s/ Robert K. Hynes ------------------------------------- Robert K. Hynes Chief Financial Officer