SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
Amendment No. 3
(Final Amendment)
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
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HANDY & HARMAN
(Name of issuer)
HANDY & HARMAN
(Name of person(s) filing statement)
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Common Stock, par value $1.00 per share
and the associated
Common Stock Purchase Rights
(Title of class of securities)
410306104
(CUSIP number of class of securities)
Paul E. Dixon, Vice President,
General Counsel and Secretary
Handy & Harman
250 Park Avenue
New York, New York 10177
(212) 661-2400
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of
the person(s) filing statement)
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Copy to:
Milton G. Strom
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
Handy & Harman, a New York corporation (the "Company"), hereby
amends and supplements its Issuer Tender Offer Statement on Schedule 13E-4
(the "Statement") filed with the Securities and Exchange Commission on
October 24, 1996 relating its offer to purchase up to 1,800,000 shares of
its common stock, par value $1.00 per share, and the associated common
stock purchase rights (the "Rights", and collectively with shares of common
stock, the "Shares"), at prices, net to the seller in cash, not greater
than $20.00 nor less than $17.50 per Share, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated October 24, 1996
(the "Offer to Purchase"), and the related Letter of Transmittal (which, as
they may be amended from time to time, are herein collectively referred to
as the "Offer").
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(15) Form of press release, issued by the Company
on December 2, 1996, announcing the final
proration factor for the Offer.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
HANDY & HARMAN
By: /s/ Paul E. Dixon
Name: Paul E. Dixon
Title: Vice President, General Counsel
and Secretary
Dated: December 2, 1996
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
(a)(15) Form of press release, issued by the Company on
December 2, 1996, announcing the final proration
factor for the Offer.
FROM: ON BEHALF OF:
Robert W. Bloch International Handy & Harman
30 East 60th Street
New York, NY 10022 Contact: Stephen B. Mudd
212-755-8047 Vice President and Treasurer
212-309-0666
FOR IMMEDIATE RELEASE:
HANDY & HARMAN ANNOUNCES FINAL RESULTS OF ITS
"DUTCH AUCTION" SELF-TENDER OFFER
New York, NY -- December 2, 1996. Handy & Harman (NYSE: HNH)
announced today that, in accordance with the final results of its
Dutch auction self-tender offer which expired on November 21,
1996 at 12:00 midnight, New York City time, the Company will
purchase 1,800,000 shares of its stock at a price of $18.75 per
share. The final proration factor for the tender offer is 45.48%.
The Company had announced the preliminary results of the offer on
November 22, 1996.
The depositary for the offer will promptly issue payment for the
shares accepted under the offer and return all shares not
accepted. The shares purchased represent approximately 13% of the
13.8 million shares outstanding immediately prior to the offer.
The Company announced its offer to purchase up to 1.8 million
shares of its common stock (or approximately 13.0% of its then
outstanding shares) at a price range of $17.50 to $20.00 on
October 22, 1996 and commenced the tender offer on October 24,
1996.
Handy & Harman is a diversified manufacturer providing engineered
products, system components and precious metal fabrication for
industry worldwide. Founded in 1867, the Company is headquartered
in New York.
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