<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, 1996
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 12, 1996 was 13,820,924.
<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, 1996 June 30, 1995 June 30, 1996 June 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and service revenues $ 105,806 $ 114,593 $ 214,146 $ 228,090
Cost of sales and services 84,377 92,980 171,368 183,728
- --------------------------------------------------------------------------------------------------------------------
Gross profit 21,429 21,613 42,778 44,362
Selling, general and
administrative expenses 11,502 13,154 22,926 25,153
Restructuring charge -- 5,342 -- 5,342
- --------------------------------------------------------------------------------------------------------------------
Income from operations 9,927 3,117 19,852 13,867
- --------------------------------------------------------------------------------------------------------------------
Other deductions:
Interest expense-net 2,133 3,365 4,187 6,795
Other net (41) 723 162 976
- --------------------------------------------------------------------------------------------------------------------
2,092 4,088 4,349 7,771
- --------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before income taxes 7,835 (971) 15,503 6,096
Income tax provision 3,381 234 6,686 3,280
- --------------------------------------------------------------------------------------------------------------------
Income from continuing operations 4,454 (1,205) 8,817 2,816
Discontinued Operations:
Income/(loss) from operation,
net of income taxes (benefit) of
$360, ($1,026) and $1,244 -- 425 (1,354) 1,592
Loss on disposal, net of tax
benefit of $259, $4,550 and $259 -- (341) (8,300) (341)
- --------------------------------------------------------------------------------------------------------------------
-- 84 (9,654) 1,251
- --------------------------------------------------------------------------------------------------------------------
Net Income (loss) $ 4,454 ($ 1,121) ($ 837) $ 4,067
====================================================================================================================
Earnings (loss) per share
Continuing operations $ .32 ($ .08) $ .63 $ .20
Discontinued operations -- -- (.69) .09
- --------------------------------------------------------------------------------------------------------------------
Net income (loss) $ .32 ($ .08) ($ .06) $ .29
====================================================================================================================
Dividends per share $ .12 $ .12 $ .18 $ .18
====================================================================================================================
Average shares outstanding 14,023,000 14,099,000 14,027,000 14,095,000
====================================================================================================================
</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, 1996 December 31, 1995
(unaudited)
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 8,120 $ 6,637
Accounts receivable, less allowance for doubtful
accounts of $2,471 in 1996 and $3,021 in 1995 55,646 61,036
Futures receivable -- 7,681
Inventories - at cost (Note b) 77,374 84,422
Prepaid expenses, deposits and other current assets 3,118 3,325
- --------------------------------------------------------------------------------------
Total current assets 144,258 163,101
- --------------------------------------------------------------------------------------
Investment in affiliates, at equity 3,050 2,686
Property, plant and equipment - at cost 190,963 214,345
Less accumulated depreciation and amortization 110,140 122,939
- --------------------------------------------------------------------------------------
80,823 91,406
Prepaid retirement costs (net) 52,727 51,152
Intangibles, net of amortization 25,156 22,141
Other assets 10,921 10,563
Noncurrent assets of discontinued operations 9,000 --
- --------------------------------------------------------------------------------------
$ 325,935 $ 341,049
======================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term borrowings $ 50,999 $ 40,000
Current maturities of long-term debt 3,500 3,500
Accounts payable 31,939 32,899
Futures payable 1,927 --
Federal and foreign taxes on income 1,709 8,072
Other current liabilities 21,437 29,150
- --------------------------------------------------------------------------------------
Total current liabilities 111,511 113,621
- --------------------------------------------------------------------------------------
Long-term debt, less current maturities 83,500 93,500
Minority interest 705 --
Deferred income taxes 13,512 13,534
- --------------------------------------------------------------------------------------
Shareholders' equity:
Common stock - par value $1; 60,000,000
shares authorized; 14,611,432 shares issued 14,611 14,611
Capital surplus 13,190 12,033
Retained earnings 96,029 99,371
Foreign currency translation adjustment (607) (748)
- --------------------------------------------------------------------------------------
123,223 125,267
Less: Treasury stock 570,508 shares - 1996
and 603,800 shares - 1995 at cost 5,696 4,873
Unearned compensation 820 --
- --------------------------------------------------------------------------------------
Total shareholders' equity 116,707 120,394
- --------------------------------------------------------------------------------------
$ 325,935 $ 341,049
======================================================================================
</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, 1996 June 30, 1995
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income ($ 837) $ 4,067
Adjustments to reconcile net income
to net cash provided (used) by operating activities:
Depreciation and amortization 5,732 9,430
Provision for doubtful accounts 444 514
(Gain) loss on disposal of property, plant
and equipment 132 (187)
Net retirement cost (1,575) (1,387)
Equity in earnings of affiliates (350) (357)
Earned compensation - 1988 long-term incentive
and outside director stock option plans 296 135
Restructuring & non-recurring charges -- 9,549
Provision for disposal of business units 11,062 600
Changes in assets and liabilities:
Accounts receivable 2,729 (10,610)
Inventories 3,679 (6,388)
Prepaid expenses (50) 847
Deferred charges and other assets (663) (881)
Accounts payable and other current liabilities (10,218) (214)
Advances from smelter -- (4,118)
Federal and foreign taxes on income (6,363) 1,328
Deferred income taxes (22) 465
- ------------------------------------------------------------------------------------------------
Net cash provided by operating activities 3,996 2,793
- ------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment 14 482
Capital expenditures (5,465) (12,463)
Acquisition, net of cash acquired (3,700) --
Investment in affiliates -- (100)
- -----------------------------------------------------------------------------------------------
Net cash used by investing activities (9,151) (12,081)
- ------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from short-term borrowings 8,800 11,150
Payment of other long-term debt (8,250)
Net increase/(decrease) in long term
revolving credit facilities (10,000) (15,000)
Net (increase)/decrease in futures receivable 7,681 --
Net increase/(decrease) in futures payable 1,927 21,745
Proceeds from joint venture partner 705 --
Dividends paid (1,683) (1,691)
Purchase of treasury stock (net) (773) --
- ------------------------------------------------------------------------------------------------
Net cash provided by financing activities 6,657 7,954
- ------------------------------------------------------------------------------------------------
Effect of exchange rate changes on net cash (19) 35
- ------------------------------------------------------------------------------------------------
Net change in cash 1,483 (1,299)
Cash at beginning of year 6,637 2,559
- ------------------------------------------------------------------------------------------------
Cash at end of period $ 8,120 $ 1,260
- ------------------------------------------------------------------------------------------------
</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, 1996 and December 31, 1995 are comprised of the
following (in thousands):
<TABLE>
<CAPTION>
June 30, 1996 December 31, 1995
(unaudited)
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Precious metals:
Fine and fabricated metals in
various stages of completion $30,823 $34,230
Non-precious metals:
Base metals, factory supplies
and raw materials 24,086 21,797
Work in process 14,051 19,384
Finished goods 8,414 9,011
- ---------------------------------------------------------------------------------------
$77,374 $84,422
=======================================================================================
</TABLE>
Lifo inventory - the excess of period end market value over Lifo cost was
$139,497,000 at June 30, 1996 and $141,458,000 at December 31, 1995.
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, 1995).
d. In 1996 and 1995 the third quarter dividend was declared in the second
quarter to be paid in the third quarter.
e. On June 27, 1996 the Company acquired 100% of ele Corporation's outstanding
shares for $4,341,000. The acquisition has been accounted for as a purchase;
accordingly, the purchase price has been allocated to the underlying assets
and liabilities based on their respective estimated fair values at the date
of acquisition. The estimated fair value of assets acquired is $4,314,000 and
liabilities assumed is $3,254,000 (inclusive of $2,199,000 of debt). The
excess of the purchase price over the fair value of the assets acquired and
liabilities assumed was $3,281,000 and is being amortized over a period of 40
years. This business is not material to the revenues of the Company.
-4-
<PAGE> 6
HANDY & HARMAN AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
f. 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, 1996 and 1995:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ --------------------------------
June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and service revenues:
Wire/Tubing $ 45,612 $ 44,555 $ 92,637 $ 90,095
Precious metals 56,073 65,977 113,359 129,887
Other non-precious
metal businesses 4,121 4,061 8,150 8,108
- -------------------------------------------------------------------------------------------------------------------
Total $ 105,806 $ 114,593 $ 214,146 $ 228,090
===================================================================================================================
Profit contribution before unallocated expenses:
Wire/Tubing 5,547 5,090 10,589 10,314
Precious metals 4,323 (2,731) 8,955 2,500
Other non-precious
metal businesses 548 485 1,046 977
- -------------------------------------------------------------------------------------------------------------------
Total 10,418 2,844 20,590 13,791
General corporate expenses (450) (450) (900) (900)
Interest expense (net) (2,133) (3,365) (4,187) (6,795)
- -------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing
operations before taxes $ 7,835 ($ 971) $ 15,503 $ 6,096
===================================================================================================================
</TABLE>
g. Revenue and expenses for 1996 and 1995 periods have been restated to
reflect the sale (expected to be completed in the third quarter) of the
Company's Refining Division business accounted for as a discontinued
operation. A onetime charge associated with exiting this business of
$8,300,000 after-tax or $.59 per share was recorded in the first quarter
of 1996. This discontinued operation's revenues for the second quarter of
1996 and 1995 were $34,523,000 and $39,765,000 respectively and for the
six months of 1996 and 1995 were $80,037,000 and $79,685,000
respectively. Its net property, plant and equipment at June 30, 1996 was
$13,172,000.
h. The second quarter and six months of 1995 discontinued operations also
include the reclass of the Company's automotive original equipment
business, the sale of which was completed at the end of 1995. The loss on
disposal of discontinued operations in 1995 of $341,000 after-tax is for
the sale of the Company's two automotive cable companies which were part
of the automotive segment.
i. In the second quarter of 1995, the Company recorded nonrecurring charges
of $9,549,000 in the precious metal segment (after-tax $6,150,000 or $.44
per share), for costs related to the decision to exit the karat gold
fabricated product line in East Providence, RI and additional costs
primarily related to the Company's ongoing operation in Fairfield, CT.
-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 $139,497,000 in excess of such cost as of June 30, 1996.
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.
-6-
<PAGE> 8
During the third quarter of 1994, the Company finalized $215,000,000 of
Revolving Credit Facilities with twenty banks which provided $161,250,000 for a
three year period and $53,750,000 for 364 days. Due to the sale of Handy &
Harman's automotive segment in 1995, the three year portion of the credit
facility was reduced to $96,250,000. As of June 30, 1996, $15,000,000 was
borrowed under the long-term agreement and there were no borrowings under the
short-term agreement. In addition to the Revolving Credit Facilities, the banks
also provided $250,750,000 of Gold and Silver Fee Consignment Facilities. These
facilities have been reduced to $158,500,000 after the Company's exit from the
karat gold business in 1995. The Fee Consignment Facility of $79,250,000 is for
a three-year period and the short-term Fee Consignment Facility of $79,250,000
is for 364 days. All gold and silver consigned to the Company pursuant to these
Consignment Agreements will be located at the Company's plant in Fairfield,
Connecticut. As of June 30, 1996, 6,100 ounces of gold and 11,904,000 ounces of
silver were leased under this fee consignment facility.
In addition to the Revolving Credit Facilities the Company has
arrangements with four institutional lenders for $50,000,000 of long-term
borrowings at a rate of 8.83% maturing in 2002.
On May 14, 1996, Handy & Harman announced that it has decided to exit the
refining business, exclusive of the Company's satellite refining operations
located in Singapore and Canada. The Company is currently negotiating a sale of
the Handy & Harman Refining Division and expects the transaction to be completed
in the third quarter of 1996. Accordingly, operations for this major division
have been classified as discontinued operations. A onetime charge associated
with exiting this business of $12,850,000 ($8,300,000 after-tax or $.59 per
share) was recorded in the first quarter of 1996. The sale of this division will
release a significant portion of the Company's owned precious metal inventory
position, making that capital available for further deployment to our continuing
operations and acquisition of new businesses.
CASH PROVIDED BY OPERATING ACTIVITIES
Net cash provided by operating activities amounted to $3,996,000 in 1996
and $2,793,000 in 1995. The cash provided by operating activities increased
$1,203,000 primarily due to a decrease in working capital
-7-
<PAGE> 9
requirements amounting to $8,663,000 which was partially offset by a decrease of
$7,460,000 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 $9,151,000 in 1996 and
$12,081,000 in 1995. The decrease of $2,930,000 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 experienced in 1995. Partially offsetting this was
the acquisition of the ele Corporation, which resulted in a net cash outlay of
$3,700,000, and the increased production space added at Sumco in 1996.
CASH PROVIDED BY FINANCING ACTIVITIES
Net cash provided by financing activities amounted to $6,657,000 in 1996
and $7,954,000 in 1995. The net cash provided by financing activities in the
first half of 1996 was due to a decrease in futures receivable (the sale of
precious metal inventory for future delivery) of $7,681,000, the increase of
futures payable of $1,927,000 (the purchase of precious metal inventory for
future receipt) and the receipt of $705,000 from a joint venture partner. These
sources of cash were partially offset by the payment of debt of $1,200,000, the
payment of dividends of $1,683,000 and net treasury stock transactions of
$773,000. The comparable period of 1995 was a net source of cash 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 Company's foreign operations consist of four wholly owned
subsidiaries, (one in Canada, two in the United Kingdom and one in Denmark), and
one equity investment in Asia. 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 1996 VERSUS SECOND QUARTER OF 1995
Sales for the wire/tubing segment increased $1,057,000 (2%) due to a
strong increase in demand for stainless steel tubing brought about by rapid
growth in the semi-conductor fabrication industry. These increases were
partially offset by a decrease in sales destined for the automotive market
experienced by one of the segment's wire units. The profit contribution
increased $457,000 (9%) due to the increased sales to the semi-conductor
fabrication industry partially offset by the decreased sales of this segment's
wire unit mentioned above. Although the same level of sales for this segment is
not anticipated for the second half of 1996, we anticipate second half sales
and contribution to exceed the comparable 1995 period.
Sales for the precious metal segment decreased $9,904,000 (15%). The
decrease in sales was primarily due to the elimination of the karat gold
fabricated product line announced on June 5, 1995. Also, sales decreased due to
the higher demand from the electronic components sector of the automotive
industry experienced in the first half of 1995 by our precision surface
finishing business. The average price for gold was $390.18 per ounce in 1996 and
$387.90 in 1995 and the average price for silver was $5.30 per ounce in 1996 and
$5.47 in 1995. The profit contribution (pre-tax income before deducting interest
and Corporate expenses) increased $7,054,000 (258%) primarily due to the
nonrecurring charges of $5,342,000 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 $4,207,000 of additional costs, primarily asset
write-downs, related to the Company's ongoing operation in Fairfield,
Connecticut recorded in the second quarter of 1995. Excluding these nonrecurring
charges the profit contribution decreased $2,495,000 (37%) primarily due to a
lower contribution experienced in precious metals fabricated products caused by
a change in product mix. Also, the decrease in sales mentioned above
experienced by our precision plating and surfacing companies resulted in a lower
contribution. To improve this segment's contribution, the company has committed
to capital spending in excess of $3 million on a mill modernization project for
the benefit of precious metals fabricated product lines. Production space at
Sumco added in January 1996 as well as retrofitting the Company's 120,000 square
foot East Providence facility (which will add significant capacity in early
1997) also should improve this segments' future contribution.
-9-
<PAGE> 11
In the other non-precious metal segment, sales increased $60,000 (1%).
Profit contribution increased by $63,000 (13%) due to a favorable product mix.
Interest expense decreased $1,232,000 (37%) due to substantially
decreased levels of borrowings primarily caused by proceeds from the completion
of the sales of the Company's automotive segment and investment in GO/DAN
Industries in the last half of 1995.
The Company's income taxes are primarily composed of U.S. Federal and
state income taxes. The lower effective income tax rate for 1996 compared to
1995 is attributable to 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.
COMPARISON OF SIX MONTHS OF 1996 VERSUS SIX MONTHS OF 1995
Sales of the wire/tubing segment increased $2,542,000 (3%) and the profit
contribution increased $275,000 (3%) as previously discussed in the quarterly
analysis.
Sales for the precious metal segment decreased $16,528,000 (13%). The
decrease in sales was primarily due to the elimination of the karat gold
fabricated line and decreased sales of our precision plating and finishing
companies as discussed in the quarterly analysis. The average price for gold was
$395.10 per ounce in 1996 and $383.57 in 1995. The average price for silver was
$5.42 per ounce in 1996 and $5.09 in 1995. The profit contribution increased
$6,455,000 primarily due to the nonrecurring charges of $9,549,000 as outlined
in the quarterly analysis. Excluding these nonrecurring charges the profit
contribution decreased $3,094,000 (26%) due to the product mix experienced by
fabricated precious metals and decreased sales by our precision plating and
finishing companies as discussed in the quarterly analysis.
-10-
<PAGE> 12
In the other non-precious metals segment sales increased $42,000 (1%) and
profit contribution increased $69,000 (7%) due to favorable product mix.
Interest expense decreased $2,608,000 (38%) primarily due to substantially
decreased levels of borrowings as discussed in the quarterly analysis.
The effective income tax rate for 1996 is 43.1% and 1995 was 53.8%. The reason
for the decrease in rates is attributed to 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.
-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, 1995, 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, 1996. 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 14, 1996,
the shareholders representing 12,142,013 shares voted to elect the
nine nominated Directors and to ratify the appointment of KPMG Peat
Marwick LLP as the Company's auditors. The Company's Proxy
Statement dated April 1, 1996 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 12,006,070 0 135,943 -- --
R.E. Cornelia 12,004,944 0 137,069 -- --
R.N. Daniel 12,012,509 0 129,504 -- --
G.G. Garbacz 12,012,310 0 129,703 -- --
F.E. Grzelecki 12,019,126 0 122,887 -- --
G.M. Nichols 12,000,538 0 141,475 -- --
H.P. Sotos 12,006,715 0 135,298 -- --
E.J. Sussman 12,002,636 0 139,377 -- --
R.E. Tetrault 12,012,891 0 129,122 -- --
AUDITORS 11,993,704 69,088 0 79,221 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)
Date: August 13, 1996 J.M. McLoone /s/
--------------- ---------------------------------
J.M. McLoone, Vice President -
Financial Services
Date: August 13, 1996 D.C. Kelly /s/
--------------- ---------------------------
D.C. Kelly - Controller
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 8,120
<SECURITIES> 0
<RECEIVABLES> 58,117
<ALLOWANCES> 2,471
<INVENTORY> 77,374
<CURRENT-ASSETS> 144,258
<PP&E> 190,963
<DEPRECIATION> 110,140
<TOTAL-ASSETS> 325,935
<CURRENT-LIABILITIES> 111,511
<BONDS> 137,999
0
0
<COMMON> 14,611
<OTHER-SE> 102,096
<TOTAL-LIABILITY-AND-EQUITY> 325,935
<SALES> 214,146
<TOTAL-REVENUES> 214,146
<CGS> 171,368
<TOTAL-COSTS> 171,368
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 444
<INTEREST-EXPENSE> 4,187
<INCOME-PRETAX> 15,503
<INCOME-TAX> 6,686
<INCOME-CONTINUING> 8,817
<DISCONTINUED> (9,654)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (837)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
