<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/x/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended June 30, 1995
or
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from___________to___________
Commission File Number: 1-5365
HANDY & HARMAN
(Exact name of registrant as specified in its charter)
STATE OF NEW YORK 13-5129420
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 Park Avenue, New York, New York 10177
(Address of principal executive offices) (Zip code)
(212) 661-2400
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
year.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
The number of shares of issuer's Common Stock, par value $1.00 per share
outstanding as of August 10, 1995 was 14,101,580.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HANDY & HARMAN AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(unaudited-thousands of dollars except per share)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------------ ----------------------------------
June 30, 1995 June 30, 1994 June 30, 1995 June 30, 1994
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and service revenues $ 196,013 $ 199,732 $ 394,283 $ 388,463
Cost of sales and services 166,892 171,207 334,161 334,037
------------------------------------------------------------------------------------------------------------------------------------
Gross profit 29,121 28,525 60,122 54,426
Selling, general and
administrative expenses 17,864 15,604 33,927 30,264
Restructuring charge 6,003 -- 6,003 --
------------------------------------------------------------------------------------------------------------------------------------
Income from operations 5,254 12,921 20,192 24,162
------------------------------------------------------------------------------------------------------------------------------------
Other deductions:
Interest expense-net 5,522 4,166 10,943 7,809
Other net 518 64 917 29
------------------------------------------------------------------------------------------------------------------------------------
6,040 4,230 11,860 7,838
------------------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes (786) 8,691 8,332 16,324
Income tax provision 335 3,620 4,265 6,800
------------------------------------------------------------------------------------------------------------------------------------
Net Income (loss) ($ 1,121) $ 5,071 $ 4,067 $ 9,524
====================================================================================================================================
Earnings (loss) per share ($ .08) $ .36 $ .29 $ .68
====================================================================================================================================
Dividends per share $ .12 $ .10 $ .18 $ .15
====================================================================================================================================
Average shares outstanding 14,099,000 14,044,000 14,095,000 14,035,000
====================================================================================================================================
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-1-
<PAGE> 3
HANDY & HARMAN AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(thousands of dollars)
<TABLE>
<CAPTION>
June 30, 1995 December 31, 1994
(unaudited)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 1,260 $ 2,559
Accounts receivable, less allowance for doubtful
accounts of $4,265 in 1995 and $3,597 in 1994 92,278 82,733
Inventories - at cost (Note b) 92,020 89,939
Prepaid expenses, deposits and
other current assets 10,531 12,105
Assets held for sale 3,226 --
Current assets of discontinued operations (net) 25,088 --
------------------------------------------------------------------------------------------------------------------------------------
Total current assets 224,403 187,336
------------------------------------------------------------------------------------------------------------------------------------
Investment in affiliates, at equity 2,709 2,207
Property, plant and equipment - at cost 273,643 273,018
Less accumulated depreciation and amortization 155,466 155,818
------------------------------------------------------------------------------------------------------------------------------------
118,177 117,200
Prepaid retirement costs (net) 48,846 47,459
Intangibles, net of amortization 22,717 22,991
Deferred charges 2,272 2,745
Other assets 2,241 2,185
Noncurrent assets of discontinued operations -- 22,895
------------------------------------------------------------------------------------------------------------------------------------
$ 421,365 $ 405,018
------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term borrowings $ 45,900 $ 34,750
Current maturities of long-term debt 3,500 7,000
Accounts payable 45,277 45,044
Futures payable 59,517 37,772
Advances from smelter -- 4,118
Other current liabilities 32,991 24,909
------------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 187,185 153,593
------------------------------------------------------------------------------------------------------------------------------------
Long-term debt, less current maturities 112,000 131,750
Deferred income taxes 14,016 13,551
Shareholders' equity:
Common stock - par value $1; 60,000,000
shares authorized; 14,611,432 shares issued 14,611 14,611
Capital surplus 12,010 11,830
Retained earnings 85,644 84,114
Foreign currency translation adjustment (582) (720)
------------------------------------------------------------------------------------------------------------------------------------
111,683 109,835
Less: Treasury stock 511,852 shares - 1995
and 532,652 shares - 1994 at cost 3,386 3,491
Unearned compensation 133 220
------------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 108,164 106,124
------------------------------------------------------------------------------------------------------------------------------------
$ 421,365 $ 405,018
====================================================================================================================================
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-2-
<PAGE> 4
HANDY & HARMAN AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited-thousands of dollars)
<TABLE>
<CAPTION>
Increase (Decrease) in Cash
Six Months Ended
------------------------------------------
June 30, 1995 June 30, 1994
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,067 $ 9,524
Adjustments to reconcile net income
to net cash provided (used) by operating activities:
Depreciation and amortization 9,430 7,642
Provision for doubtful accounts 514 544
(Gain) loss on disposal of property, plant
and equipment (187) 60
Net retirement cost (1,387) (1,625)
Equity in earnings of affiliates (357) (90)
Earned compensation - 1988 long-term incentive
and outside director stock option plans 135 128
Restructuring & non-recurring charges 9,549 --
Provision for disposal of business units 600 --
Changes in assets and liabilities:
Accounts receivable (10,610) (16,807)
Refundable income taxes -- 500
Inventories (6,388) 195
Prepaid expenses 847 (1,446)
Deferred charges and other assets (881) (239)
Accounts payable and other current liabilities 1,114 7,920
Advances from smelter (4,118) 3,517
Deferred income taxes 465 10
------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by
operating activities 2,793 9,833
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sale of property, plant
and equipment 482 21
Capital expenditures (12,463) (7,586)
Investment in affiliates (100) --
------------------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (12,081) (7,565)
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from short-term borrowings 11,150 20,500
Payment of other long-term debt (8,250) --
Net increase/(decrease) in long term
revolving credit facilities (15,000) (9,980)
Net (increase)/decrease in futures receivable -- (13,948)
Net increase/(decrease) in futures payable 21,745 --
Dividends paid (1,691) (1,404)
------------------------------------------------------------------------------------------------------------------------------------
Net cash (used) provided by
financing activities 7,954 (4,832)
------------------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on net cash 35 (5)
------------------------------------------------------------------------------------------------------------------------------------
Net change in cash (1,299) (2,569)
Cash at beginning of year 2,559 3,320
------------------------------------------------------------------------------------------------------------------------------------
Cash at end of period $ 1,260 $ 751
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-3-
<PAGE> 5
HANDY & HARMAN AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
a. In the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments necessary to a fair
statement of the results for the interim periods.
b. Inventories at June 30, 1995 and December 31, 1994 is comprised as
follows (in thousands):
<TABLE>
<CAPTION>
June 30, 1995 December 31, 1994
(unaudited)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Precious metals:
Fine and fabricated metals in
various stages of completion $ 37,391 $ 37,825
Non-precious metals:
Base metals, factory supplies
and raw materials 28,117 25,175
Work in process 16,164 18,521
Finished goods 10,348 8,418
------------------------------------------------------------------------------------------------------------------------------------
$ 92,020 $ 89,939
====================================================================================================================================
</TABLE>
Lifo inventory - the excess of period end market value over Lifo cost was
$146,090,000 at June 30, 1995 and $139,068,000 at December 31, 1994.
c. These statements should be read in conjunction with the Summary of
Significant Accounting Policies and notes contained in the registrant's
Annual Report (Form 10-K for the year ending December 31, 1994).
d. In 1995 and 1994 the third quarter dividend was declared in the second
quarter to be paid in the third quarter.
-4-
<PAGE> 6
HANDY & HARMAN AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
e. The following table presents certain selected financial data by industry
segment (expressed in thousands of dollars) for the three months ended
and six months ended June 30, 1995 and 1994:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ --------------------------------
June 30, 1995 June 30, 1994 June 30, 1995 June 30, 1994
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and service revenues:
Precious metals
Ongoing precious metals $ 95,634 $ 99,818 $ 189,461 $ 186,391
Karat gold fabricated products 10,090 10,473 20,041 24,607
---------- ---------- ---------- ----------
105,724 110,291 209,502 210,998
Automotive (OEM) 42,656 47,540 88,670 94,349
Wire/Tubing 43,572 38,198 88,003 75,819
Other non-precious
metal businesses 4,061 3,703 8,108 7,297
------------------------------------------------------------------------------------------------------------------------------------
Total $ 196,013 $ 199,732 $ 394,283 $ 388,463
====================================================================================================================================
Profit contribution before unallocated expenses:
Precious metals
Ongoing precious metals $ 5,844 $ 4,079 $ 13,337 $ 7,731
Karat gold fabricated products (7,066) (456) (7,690) (917)
---------- ---------- ---------- ----------
(1,222)* 3,623 5,647* 6,814
Automotive (OEM) 423 4,817 2,487 9,402
Wire/Tubing 5,426 4,420 10,986 7,945
Other non-precious
metal businesses 559 447 1,055 872
------------------------------------------------------------------------------------------------------------------------------------
Total 5,186 13,307 20,175 25,033
General corporate expenses (450) (450) (900) (900)
Interest expense (net) (5,522) (4,166) (10,943) (7,809)
------------------------------------------------------------------------------------------------------------------------------------
Income (loss) before taxes ($ 786) $ 8,691 $ 8,332 $ 16,324
====================================================================================================================================
</TABLE>
* Includes a restructuring charge of $6,003,000 as described in Note f
below, and $3,546,000 of additional costs, primarily asset write-downs,
related to the Company's ongoing operation in Fairfield, Connecticut.
f. On June 5, 1995, the Company announced a plan to exit the karat gold
fabricated product line located in its East Providence, Rhode Island
facility. A restructuring charge to exit the business was taken in the
second quarter of 1995 amounting to $6,003,000. The following table
outlines the components of the restructuring charge:
<TABLE>
<CAPTION>
RESTRUCTURING RESERVE
---------------------
<S> <C>
Employee separation $ 733,000
(155 Employees)
Asset write-downs 4,480,000
Other exit costs 790,000
-----------
Total $6,003,000
==========
</TABLE>
-5-
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA
The Company's precious metal inventories, consisting principally of gold
and silver, is readily convertible to cash. Furthermore, these precious metal
inventories which are stated in the Balance Sheet at LIFO cost have a market
value of $146,090,000 in excess of such cost as of June 30, 1995.
It is the Company's policy to obtain funds necessary to finance
inventories and receivables from various banks under commercial credit
facilities. Fluctuations in the market prices of gold and silver have a direct
effect on the dollar volume of sales and the corresponding amount of customer
receivables resulting from sale of precious metal products. In addition,
receivables resulting from the sale of precious metal bullion for future
delivery are also financed by bank borrowings. The Company adjusts the level of
its credit facilities from time to time in accordance with its borrowing needs
for receivables and inventories and maintains bank credit facilities well in
excess of anticipated requirements.
Consistent with other precious metal refining and fabricating companies,
some of the Company's gold and silver requirements are furnished by customers
and suppliers on a consignment basis. Title to the consigned gold and silver
remains with the Consignor. The value of consigned gold and silver held by the
Company is not included in the Company's Balance Sheet. The Company's gold and
silver requirements are provided from a combination of owned inventories,
precious metals which have been purchased and sold for future delivery, and gold
and silver received from suppliers and customers on a consignment basis.
During the third quarter of 1994, the Company finalized $215,000,000 of
Revolving Credit Facilities with twenty banks which replaced the existing Credit
Facilities dated March 16, 1992. These Credit Facilities provided $161,250,000
for a three year period and $53,750,000 for 364 days. As of June 30, 1995,
$25,000,000 was borrowed under the long-term agreement and there were no
borrowings under the short-term agreement.
-6-
<PAGE> 8
In addition to the Revolving Credit Facilities, the banks also provided
$250,750,000 of Gold and Silver Fee Consignment Facilities. The Fee Consignment
Facility of $125,375,000 is for a three-year period and the short-term Fee
Consignment Facility of $125,375,000 is for 364 days. All gold and silver
consigned to the Company pursuant to these Consignment Agreements will be
located at the Company's plants in Fairfield, Connecticut and East Providence,
Rhode Island. As of June 30, 1995, 65,000 ounces of gold and 13,666,000 ounces
of silver were leased under this fee consignment facility. As a result of this
fee consignment facility the Company was able to realize $53,087,000 of futures
receivables on sales of precious metals for future delivery and increase futures
payable for purchases of precious metals for future receipt by $59,517,000. This
enabled the Company to reduce its bank borrowings.
On June 5, 1995 the Company announced a plan to exit the karat gold
fabricated product line located in its East Providence, Rhode Island facility. A
restructuring charge of $6,003,000 to exit the business was taken in the second
quarter of 1995. The components of this restructuring charge were as follows:
<TABLE>
<S> <C>
Separation of 155 Employees $ 733,000
Asset write-downs 4,480,000
Other exit costs 790,000
----------
$6,003,000
==========
</TABLE>
In addition to this restructuring charge the Company recorded other nonrecurring
charges, primarily asset write-downs, pertaining to the continuing operation in
its Fairfield, Connecticut facility amounting to $3,546,000 and also for the
sale of the Companies two automotive cable business units amounting to $600,000.
Future cash proceeds from these actions is estimated to be $23 million.
On June 15, 1995 the Company announced an agreement whereby it will
receive approximately $25 million in cash for its 50% joint venture interest in
GO/DAN Industries which is classified in the Company's consolidated balance
sheet as "Current Assets of Discontinued Operations."
Proceeds from the above transactions will be used to reduce debt and
provide funds for internal and external growth.
-7-
<PAGE> 9
CASH USED IN OPERATING ACTIVITIES
Net cash provided by operating activities amounted to $2,793,000 in 1995
and $9,833,000 in 1994. The cash provided by operating activities decreased
$7,040,000 primarily due to an increase in working capital requirements
amounting to $13,221,000 which was partially offset by an increase of $6,181,000
in net income after adjustment for non cash income and expense items.
CASH USED IN INVESTING ACTIVITIES
Net cash used by investing activities amounted to $12,081,000 in 1995 and
$7,565,000 in 1994. The increase of $4,516,000 used in investing activities was
primarily due to the new tubing facility in Denmark and also the expansion of
production capacity in our precision electroplating companies and specialty wire
company in the United Kingdom.
CASH PROVIDED/USED BY FINANCING ACTIVITIES
Net cash provided by financing activities amounted to $7,954,000 in 1995
and used by financing activities amounted to $4,832,000 in 1994. The net cash
provided by financing activities in the first half of 1995 was due to an
increase in futures payable (the purchase of precious metal inventory for future
receipt) of $21,745,000, partially offset by the payment of debt of $12,100,000
and the payment of dividends of $1,691,000. The comparable period for 1994 was a
net use of cash due to an increase in futures receivable (the sale of precious
metal inventory for future delivery) of $13,948,000 and the payment of dividends
of $1,404,000, partially offset by an increase in debt which provided
$10,520,000.
The Company's foreign operations consist of five wholly owned
subsidiaries, (one in Canada, three in the United Kingdom and one in Denmark),
and two equity investments, (one in Asia and one in Brazil). Substantially all
unremitted earnings of such entities are free from legal or contractual
restrictions.
The Company's program to expand productive capacity through acquisition
of new businesses and expenditures for new property, plant and equipment will
continue to be financed with internally generated funds and long-term debt, if
necessary.
-8-
<PAGE> 10
COMPARISON OF SECOND QUARTER OF 1995 VERSUS SECOND QUARTER OF 1994
Sales for the precious metal segment decreased $4,567,000 (4%). The
decrease in sales was primarily related to sales of refining outturn, primarily
in kilo bar and grain form, which decreased from $40,118,000 in 1994 to
$29,511,000 in 1995. This type of precious metal sales can fluctuate
significantly from period to period, however, the profit contribution effect for
such fluctuation is minor since the profit margin on these sales is
significantly less than the margins on other products in this segment. This
decrease in sales was partially offset by sales of Sumco Inc., acquired in the
third quarter of 1994. The average price for gold was $387.90 per ounce and the
average price for silver was $5.47 per ounce representing increases of 1.6% and
1.7%, respectively, from the prior year. The profit contribution (pre-tax income
before deducting interest and Corporate expenses) decreased $4,845,000 primarily
due to the nonrecurring charges of $6,003,000 for severance costs and asset
write-downs related to the decision to exit the karat gold fabricated product
line in East Providence, Rhode Island and $3,546,000 of additional costs,
primarily asset write-downs, related to the Company's ongoing operation in
Fairfield, Connecticut. The exit plan was announced on June 5, 1995 and is
expected to be completed during the third quarter of 1995. Gross profit from the
karat gold product line was a break-even. By reducing selling, general and
administrative expenses associated with this product line, along with other cost
cutting measures, savings of approximately $4.5 million annually is expected.
Excluding these nonrecurring charges the profit contribution increased
$4,704,000 (130%) primarily due to the acquisition of Sumco Inc. and increased
sales of Handy & Harman Electronic Materials. Management continues to focus on
improving the profit contribution from this segment by the current expansion of
production capacity at its precision electroplating companies and by
rationalizing other facilities where necessary. Refinery earnings continue to be
subject to precious metal price fluctuations as well as its ability to
generate foreign earnings.
-9-
<PAGE> 11
The automotive (OEM) segment sales decreased $4,884,000 (10%) and the
profit contribution decreased $4,394,000 (91%) due to a nonrecurring charge of
$600,000 for the sale of the Company's two automotive cable business units and
additional expenses relating to facility expansion and realignment to match
changing volume requirements. Earnings for this segment during the second half
of 1995 are anticipated to be approximately the same level as the prior year's
comparable period.
Sales for the wire/tubing segment increased $5,374,000 (14%) due to the
improved economy, both domestic and European, and the increased capacity of the
wire and tubing companies. The profit contribution increased $1,006,000 (23%)
due to the increased sales, as well as reduced product costs stemming from
improved manufacturing performance and reduced raw material cost. Partially
offsetting the favorable performance of this segment was the start-up costs of
the new tubing facility in Denmark. While maintaining the same level of
performance in the second half is not anticipated, this segment's profit
contribution is expected to exceed 1994's second half.
In the other non-precious metal segment, sales increased $358,000 (10%).
Profit contribution increased by $112,000 (25%) due to the increased level of
sales.
Interest expense increased $1,356,000 (33%) primarily due to higher
rates. Proceeds from the previously discussed restructuring, sale of two
automotive companies and sale of the Company's 50% joint venture interest in
GO/DAN Industries will be available to reduce debt during the last half of the
year. It is expected that interest expense (based on current rates) will be
somewhat lower for the last half of 1995.
The Company's income taxes are primarily composed of U.S. Federal and
state income taxes. The higher effective income tax rate for 1995 over 1994 is
attributable to goodwill amortization associated with the acquisition of Sumco
in September 1994 as well as only being able to recognize a minor state tax
benefit for the precious metal segment's nonrecurring charge taken in the second
quarter of 1995.
-10-
<PAGE> 12
COMPARISON OF SIX MONTHS OF 1995 VERSUS SIX MONTHS OF 1994
Sales for the precious metal segment decreased $1,496,000 (1%). The
decrease in sales was primarily related to sales of refining outturn, primarily
in kilo bar and grain form, which decreased from $73,545,000 in 1994 to
$59,773,000 in 1995. This type of precious metal sales can fluctuate
significantly from period to period, however, the profit contribution effect for
such fluctuation is minor since the profit margin on these sales is
significantly less than the margins on other products in this segment. This
decrease in sales was primarily offset by sales of Sumco Inc., acquired in the
third quarter of 1994. The average price for gold was $383.57 per ounce and the
average price for silver was $5.09 per ounce representing decreases of 0.0% and
4.5%, respectively, from the prior year. The profit contribution decreased
$1,167,000 primarily due to the nonrecurring charges of $6,003,000 for severance
costs and asset write-downs related to the decision to exit the karat gold
fabricated product line in East Providence, Rhode Island and $3,546,000 of
additional costs, primarily asset write-downs, related to the Company's ongoing
operation in Fairfield, Connecticut. Excluding these nonrecurring charges the
profit contribution increased $8,382,000 as previously discussed in the
quarterly analysis.
The Automotive (OEM) segment sales decreased $5,679,000 (6%) and the profit
contribution decreased $6,915,000 (74%) as previously discussed in the quarterly
analysis.
Sales of the wire/tubing segment increased $12,184,000 (16%) and the profit
contribution increased $3,041,000 (38%) as previously discussed in the quarterly
analysis.
In the other non-precious metals segment sales increased $811,000 (11%) and
profit contribution increased $183,000 (21%).
Interest expense increased $3,134,000 (40%) primarily due to higher interest
rates on borrowings and leased metal.
The effective income tax rate for 1995 was 51.2% and 1994 was 41.7%. The reason
for the increase in rates are as explained in the quarterly analysis.
-11-
<PAGE> 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the Company's Form 10-K Annual Report for the
year ended December 31, 1994, and to the proceedings described
therein under Part I, Item 3. Legal Proceedings and under Part II,
Item I. Legal Proceedings of the Company's Form 10-Q for the
quarter ended March 31, 1995. Negotiations and discovery procedures
are continuing in this matter.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Shareholders held May 9, 1995,
the shareholders representing 12,402,255 shares voted to elect the
seven nominated Directors; to ratify the appointment of KPMG Peat
Marwick LLP as the Company's auditors; to ratify and approve the
Handy & Harman 1995 Omnibus Stock Incentive Plan; and not to
approve the shareholder proposal. The Company's Proxy Statement
dated March 31, 1995 describes these matters in detail. The votes
were as follows:
<TABLE>
<CAPTION>
Votes Votes Votes Brokers
For Against Withheld Abstentions Non-Votes
DIRECTORS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
C.A. Abramson 12,128,736 0 273,519 -- --
R.E. Cornelia 12,127,950 0 274,305 -- --
R.N. Daniel 12,006,818 0 395,437 -- --
G.G. Garbacz 12,105,975 0 296,280 -- --
F.E. Grzelecki 11,992,860 0 409,395 -- --
G.M. Nichols 12,098,292 0 303,963 -- --
H.P. Sotos 12,114,915 0 287,340 -- --
AUDITORS 12,302,434 47,431 0 52,390 0
Handy & Harman 1995
Omnibus Stock
Incentive Plan 8,494,393 1,508,355 -- 203,739 0
Shareholder proposal 2,954,604 6,891,866 -- 360,019 0
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits as required by Item 601 of Regulation S-K:
None required.
(b) Reports on Form 8-K:
None filed during the quarter for which this report is
submitted.
-12-
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
HANDY & HARMAN
------------------------------
(Registrant)
J.M. McLoone /s/
------------------------------
Date: August 10, 1995 J.M. McLoone, Vice President -
Financial Services
Date: August 10, 1995 D.C. Kelly /s/
------------------------------
D.C. Kelly - Controller
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> JUN-30-1995
<CASH> 1,260
<SECURITIES> 0
<RECEIVABLES> 96,543
<ALLOWANCES> 4,265
<INVENTORY> 92,020
<CURRENT-ASSETS> 224,403
<PP&E> 273,643
<DEPRECIATION> 155,466
<TOTAL-ASSETS> 421,365
<CURRENT-LIABILITIES> 187,185
<BONDS> 161,400
<COMMON> 0
0
14,611
<OTHER-SE> 93,553
<TOTAL-LIABILITY-AND-EQUITY> 421,365
<SALES> 394,283
<TOTAL-REVENUES> 394,283
<CGS> 334,161
<TOTAL-COSTS> 334,161
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 514
<INTEREST-EXPENSE> 10,943
<INCOME-PRETAX> 8,332
<INCOME-TAX> 4,265
<INCOME-CONTINUING> 4,067
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,067
<EPS-PRIMARY> 14,095
<EPS-DILUTED> 14,095
</TABLE>
