<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 September 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
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(Exact name of registrant as specified in its charter)
STATE OF NEW YORK 13-5129420
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 Park Avenue, New York, New York 10177
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(Address of principal executive offices) (Zip code)
(212) 661-2400
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(Registrant's telephone number, including area code)
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(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 November 4, 1996 was 13,814,827.
<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 Nine Months Ended
----------------------------------- ---------------------------------
Sept 30, 1996 Sept 30, 1995 Sept 30, 1996 Sept 30, 1995
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
Sales and service revenues $95,890 $99,876 $310,036 $327,966
Cost of sales and services 72,318 81,784 243,686 265,512
- -------------------------------------------------------------------------------------------------------------------------------
Gross profit 23,572 18,092 66,350 62,454
Selling, general and
administrative expenses 11,141 11,187 34,067 36,340
Restructuring charge -- -- -- 5,342
- -------------------------------------------------------------------------------------------------------------------------------
Income from operations 12,431 6,905 32,283 20,772
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Other deductions (income):
Interest expense-net 2,769 2,971 6,956 9,766
Other (net) (318) (287) (156) 689
- -------------------------------------------------------------------------------------------------------------------------------
2,451 2,684 6,800 10,455
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Income from continuing operations
before income taxes 9,980 4,221 25,483 10,317
Income tax provision 4,296 1,841 10,982 5,121
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Income from continuing operations 5,684 2,380 14,501 5,196
Discontinued Operations:
Income/(loss) from operation,
net of income taxes (benefit) of
$0, ($547), ($1,026) and $697 -- (672) (1,354) 920
Loss on disposal, net of tax
benefit of $0, $0, $4,550 and $259 -- -- (8,300) (341)
- -------------------------------------------------------------------------------------------------------------------------------
-- (672) (9,654) 579
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Net Income $5,684 $1,708 $4,847 $5,775
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Earnings (loss) per share:
Continuing operations $ .41 $ .17 $1.04 $.37
Discontinued operations -- (.05) (.69) .04
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Net income $ .41 $ .12 $ .35 $.41
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Dividends per share -- -- $ .18 $.18
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Average shares outstanding 14,000,000 14,103,000 13,972,000 14,097,000
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</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-1-
<PAGE> 3
HANDY & HARMAN AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(thousands of dollars)
<TABLE>
<CAPTION>
Sept 30, 1996 December 31, 1995
(unaudited)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 9,313 $ 6,637
Accounts receivable, less allowance for doubtful
accounts of $2,658 in 1996 and $3,021 in 1995 57,187 61,036
Futures receivable -- 7,681
Inventories - at cost (Note b) 77,119 84,422
Prepaid expenses, deposits and other current assets 9,508 3,325
- -------------------------------------------------------------------------------------------------------------------------------
Total current assets 153,127 163,101
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Investment in affiliates, at equity 3,241 2,686
Property, plant and equipment - at cost 194,302 214,345
Less accumulated depreciation and amortization 112,327 122,939
- -------------------------------------------------------------------------------------------------------------------------------
81,975 91,406
Prepaid retirement costs (net) 53,515 51,152
Intangibles, net of amortization 24,984 22,141
Other assets 9,556 10,563
- -------------------------------------------------------------------------------------------------------------------------------
$326,398 $341,049
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term borrowings $ 15,000 $ 40,000
Current maturities of long-term debt 3,500 3,500
Accounts payable 30,750 32,899
Futures payable 58,372 --
Federal and foreign taxes on income 846 8,072
Other current liabilities 16,830 29,150
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Total current liabilities 125,298 113,621
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Long-term debt, less current maturities 68,500 93,500
Minority interest 705 --
Deferred income taxes 13,478 13,534
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Shareholders' equity:
Common stock - par value $1; 60,000,000
shares authorized; 14,611,432 shares issued 14,611 14,611
Capital surplus 13,299 12,033
Retained earnings 101,705 99,371
Foreign currency translation adjustment (583) (748)
- -------------------------------------------------------------------------------------------------------------------------------
129,032 125,267
Less: Treasury stock 808,409 shares - 1996
and 603,800 shares - 1995 at cost 9,942 4,873
Unearned compensation 673 --
- -------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 118,417 120,394
- -------------------------------------------------------------------------------------------------------------------------------
$326,398 $341,049
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</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
Nine Months Ended
------------------------------------------
Sept 30, 1996 Sept 30, 1995
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 4,847 $5,775
Adjustments to reconcile net income
to net cash provided (used) by operating activities:
Depreciation and amortization 8,604 13,491
Provision for doubtful accounts 763 313
Gain on disposal of property, plant and equipment (106) (187)
Net retirement cost (2,363) (1,937)
Equity in earnings of affiliates (543) (468)
Earned compensation - 1988 long-term incentive
and outside director stock option plans 443 203
Restructuring & non-recurring charges -- 9,549
Loss on sale of Refining Division 5,714 --
Provision for disposal of business units -- 600
Changes in assets and liabilities:
Accounts receivable (527) (126)
Inventories 6,510 (3,780)
Prepaid expenses (2,208) (458)
Deferred charges and other assets 541 (442)
Accounts payable and other current liabilities (11,190) (5,192)
Advances from smelter -- (4,118)
Federal and foreign taxes on income (7,226) --
Deferred income taxes (56) 520
- --------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 3,203 13,743
- --------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment 302 483
Capital expenditures (9,157) (17,782)
Acquisition, net of cash acquired (3,700) --
Divestiture, net of cash sold 5,074 3,211
Net investing activities of discontinued operations -- 24,750
Investment in affiliates -- (100)
- --------------------------------------------------------------------------------------------------------------------------
Net cash (used)/provided by investing activities (7,481) 10,562
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Cash flows from financing activities:
Proceeds from short-term borrowings -- 25,750
Payment of short-term borrowings (27,199) --
Payment of other long-term debt -- (13,250)
Net decrease in long-term revolving credit facilities (25,000) (15,000)
Net (increase)/decrease in futures receivable 7,681 --
Net increase/(decrease) in futures payable 58,372 (18,042)
Proceeds from joint venture partner 705 --
Dividends paid (2,512) (2,537)
Purchase of treasury stock (net) (5,069) --
- --------------------------------------------------------------------------------------------------------------------------
Net cash provided/(used) by financing activities 6,978 (23,079)
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Effect of exchange rate changes on net cash (24) 23
- --------------------------------------------------------------------------------------------------------------------------
Net change in cash 2,676 1,249
Cash at beginning of year 6,637 2,559
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Cash at end of period $9,313 $3,808
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</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-3-
<PAGE> 5
HANDY & HARMAN AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
a. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.
In the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments necessary to a fair
statement of the results for interim periods. 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). The results of operations for the
quarter ended September 30, 1996 are not necessarily indicative of the
results of the entire fiscal year.
b. Inventories at September 30, 1996 and December 31, 1995 are comprised of
the following (in thousands):
<TABLE>
<CAPTION>
Sept 30, 1996 December 31, 1995
(unaudited)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Precious metals:
Fine and fabricated metals in
various stages of completion $ 30,272 $ 34,230
Non-precious metals:
Base metals, factory supplies
and raw materials 23,052 21,797
Work in process 17,246 19,384
Finished goods 6,549 9,011
- ---------------------------------------------------------------------------------------------------------------------------
$ 77,119 $ 84,422
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Lifo inventory - the excess of period end market value over Lifo cost was
$131,051,000 at September 30, 1996 and $141,458,000 at December 31, 1995.
As a result of reductions in the quantities of precious metal inventories
valued under the LIFO method of accounting, income from continuing
operations before taxes for the quarter and nine months ended September 30,
1996 increased $5,120,000 ($2,913,000 after-tax or $.21 per share).
c. In 1996 and 1995 the third quarter dividend was declared in the second
quarter to be paid in the third quarter.
d. 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
e. The following table presents certain selected financial data by industry
segment (expressed in thousands of dollars) for the three months ended
and nine months ended September 30, 1996 and 1995:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------------ ----------------------------------
Sept 30, 1996 Sept 30, 1995 Sept 30, 1996 Sept 30, 1995
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and service revenues:
Wire/Tubing $42,476 $42,541 $135,113 $132,636
Precious metals 49,461 54,058 162,820 183,945
Other non-precious
metal businesses 3,953 3,277 12,103 11,385
- -------------------------------------------------------------------------------------------------------------------------------
Total $95,890 $99,876 $310,036 $327,966
- -------------------------------------------------------------------------------------------------------------------------------
Profit contribution before
unallocated expenses:
Wire/Tubing $4,191 $4,078 $14,780 $14,392
Precious metals 8,558 3,139 17,513 5,639
Other non-precious
metal businesses 450 425 1,496 1,402
- -------------------------------------------------------------------------------------------------------------------------------
Total 13,199 7,642 33,789 21,433
General corporate expenses (450) (450) (1,350) (1,350)
Interest expense (net) (2,769) (2,971) (6,956) (9,766)
- -------------------------------------------------------------------------------------------------------------------------------
Income from continuing
operations before taxes $9,980 $4,221 $25,483 $10,317
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See also Note b.
f. Revenue and expenses for 1996 and 1995 periods have been restated to
reflect the sale (completed in the third quarter) of the Company's
Refining Division business accounted for as a discontinued operation. An
after-tax charge associated with exiting this business of $8,300,000 or
$.59 per share was recorded in the first quarter of 1996. This
discontinued operation's revenues for the third quarter of 1996 (through
August 16, 1996) and 1995 were $18,898,000 and $37,473,000, respectively
and for the nine months of 1996 (through August 16, 1996) and 1995 were
$98,934,000 and $117,158,000, respectively. Its net property, plant and
equipment sold was $13,615,000.
g. The third quarter and nine 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.
h. 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 $131,051,000 in excess of such cost as of September 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.
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. This was recently increased by
$50,000,000 to $146,250,000. As of September 30, 1996, there were no
borrowings under the long-term or short-term agreements. In addition to the
Revolving Credit
-6-
<PAGE> 8
Facilities, the banks also provided $111,750,000 of Gold and Silver Fee
Consignment Facilities. The Fee Consignment Facility of $83,812,500 is for a
three-year period and the short-term Fee Consignment Facility of $27,937,500 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 September 30, 1996, 9,990 ounces of gold and 12,632,000
ounces of silver were leased under this fee consignment facility.
In addition to the Revolving Credit Facilities the Company had
arrangements with four institutional lenders for $50,000,000 of long-term
borrowings at a rate of 8.83% maturing in 2002, which were prepaid on October
10, 1996 along with other long-term debt of $14,500,000 at a rate of 9.37%
maturing in 1999. Prepayment penalties amounting to approximately $4.6 million
relating to this debt were made and will be reported as an extraordinary item
in the fourth quarter of 1996. Funds for the prepayment of these long-term
borrowings and related penalties were provided by the Revolving Credit
Facilities discussed above. The Company is currently in the process of
reviewing other new long-term debt opportunities.
On May 14, 1996, Handy & Harman announced that it had decided to exit the
refining business, exclusive of the Company's satellite refining operations
located in Singapore and Canada. The Company completed the sale of the Handy &
Harman Refining Division in the third quarter of 1996. Accordingly, operations
for this major division have been classified as discontinued operations. A
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 releases a significant portion of the Company's owned
precious metal inventory position, making this potential liquidity, along with
the Company's credit facilities, available for further deployment to our
continuing operations, acquisition of new businesses and repurchase of up to
1.8 million shares of the Company's common stock via a "Dutch Auction",
previously announced on October 22, 1996 and scheduled to be completed by
November 21, 1996.
-7-
<PAGE> 9
CASH PROVIDED BY OPERATING ACTIVITIES
Net cash provided by operating activities amounted to $3,203,000 in 1996
and $13,743,000 in 1995. The cash provided by operating activities decreased
$10,540,000 due to a decrease of $9,980,000 in net income after adjustment for
non cash income and expense items (inclusive of discontinued operations and the
exit of the karat gold fabricated product line) and an increase in working
capital items of $560,000.
CASH USED/PROVIDED BY INVESTING ACTIVITIES
Net cash used by investing activities amounted to $7,481,000 in 1996
compared to $10,562,000 provided by investing activities in 1995. This change
of $18,043,000 was primarily due to an increase of $24,750,000 in net investing
activities of discontinued operations in 1995 realized from the sale of the
Company's investment in and receivable from GO/DAN Industries, a joint venture,
offset by a decrease in capital expenditures of $8,625,000 in 1996 versus 1995.
The higher expenditures in 1995 were attributable 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. The
balance of $1,918,000 included in this change is primarily from the 1996
purchase of the Corporation for $3,700,000 (net) partially offset by the net
increase in cash proceeds from the sale of the refining division for
$5,074,000 in 1996 over the two automotive cable companies for $3,211,000 in
1995.
CASH PROVIDED/USED BY FINANCING ACTIVITIES
Net cash provided by financing activities amounted to $6,978,000 in 1996
and used by financing activities amounted to $23,079,000 in 1995. The net cash
provided by financing activities in 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 (the purchase of precious metal
inventory for future receipt) of $58,372,000 and the receipt of $705,000 from a
joint venture partner. These sources of cash were partially offset by the
payment of debt of $52,199,000, the payment of dividends of $2,512,000 and net
treasury stock transactions of $5,069,000. The comparable period of 1995 was a
net use of cash due to a decrease in futures payable (the purchase of precious
metal inventory for future receipt) of $18,042,000, decrease in debt of
$2,500,000 and the payment of dividends of $2,537,000.
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.
-8-
<PAGE> 10
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.
COMPARISON OF THIRD QUARTER OF 1996 VERSUS THIRD QUARTER OF 1995
Sales for the wire/tubing segment decreased $65,000 and the profit contribution
(pre-tax income before deducting interest and Corporate expenses) increased
$113,000 (3%). Although one of the units in this segment is experiencing
softness in the market place due primarily to a slowdown in the semiconductor
industry, we anticipate this segment's earnings as a whole for the fourth
quarter to be comparable to the prior year's period.
Sales for the precious metal segment decreased $4,597,000 (9%). The
decrease in sales was primarily due to the elimination of the karat gold
fabricated product line announced on June 5, 1995. The average price for gold
was $384.77 per ounce in 1996 and $384.35 in 1995 and the average price for
silver was $5.05 per ounce in 1996 and $5.33 in 1995. The profit contribution
increased $5,419,000 (173%) primarily as a result of reductions in the
quantities of precious metals inventories valued under the LIFO method of
accounting which generated a gain of $5,120,000. 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
segment's future contribution.
In the other non-precious metal segment, sales increased $676,000 (21%)
primarily due to substantial growth of the thermOweld(R) product line. Profit
contribution increased by $25,000 (6%) due to the increased thermOweld(R) sales
offset by low production volume of other product lines and the related expense
of unabsorbed production costs.
Interest expense decreased $202,000 (7%) due to 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.
-9-
<PAGE> 11
COMPARISON OF NINE MONTHS OF 1996 VERSUS NINE MONTHS OF 1995
Sales of the wire/tubing segment increased $2,477,000 (2%) and the profit
contribution increased $388,000 (3%) primarily due to a strong increase in
demand for stainless steel tubing brought about by rapid growth in the
semiconductor industry experienced during 1996 partially offset by a decrease
in sales destined for the automotive market experienced by one of the segment's
wire units.
Sales for the precious metal segment decreased $21,125,000 (11%). The
decrease in sales was primarily due to the elimination of the karat gold
fabricated line in 1995. The average price for gold was $391.64 per ounce in
1996 and $383.82 in 1995. The average price for silver was $5.30 per ounce in
1996 and $5.17 in 1995. The profit contribution increased $11,874,000.
Included in 1996 is a gain of $5,120,000 as a result of reductions in the
quantities of precious metal inventories valued under the LIFO method of
accounting and in 1995 there is a nonrecurring charge 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 the LIFO gain in 1996 and the nonrecurring charges in 1995 described
above, the profit contribution decreased $2,795,000 due to product mix changes
experienced in fabricated precious metals and a decrease in sales due to the
higher demand in the first half of 1995 from the electronic components sector
of the automotive industry experienced by the Company's precision surface
finishing business.
In the other non-precious metals segment sales increased $718,000 (6%)
and profit contribution increased $94,000 (7%) as discussed in the quarterly
analysis.
Interest expense decreased $2,810,000 (29%) primarily due to a
substantial decrease in the level of borrowings as a result of proceeds from
the completion of the sales of the Company's automotive segment and investment
in GO/DAN Industries in the latter part of 1995.
The effective income tax rate for 1996 is 43.1% and for 1995 was 49.6%.
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.
-10-
<PAGE> 12
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 September 30, 1996. Negotiations and discovery
procedures are continuing in this matter.
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.
-11-
<PAGE> 13
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: November 4, 1996 J.M. McLoone /s/
---------------- ------------------------------
J.M. McLoone, Vice President -
Financial Services
Date: November 4, 1996 D.C. Kelly /s/
---------------- ------------------------------
D.C. Kelly - Controller
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> SEP-30-1996
<CASH> 9,313
<SECURITIES> 0
<RECEIVABLES> 59,845
<ALLOWANCES> 2,658
<INVENTORY> 77,119
<CURRENT-ASSETS> 153,127
<PP&E> 194,302
<DEPRECIATION> 112,327
<TOTAL-ASSETS> 326,398
<CURRENT-LIABILITIES> 125,298
<BONDS> 87,000
0
0
<COMMON> 14,611
<OTHER-SE> 103,806
<TOTAL-LIABILITY-AND-EQUITY> 326,398
<SALES> 310,036
<TOTAL-REVENUES> 310,036
<CGS> 243,686
<TOTAL-COSTS> 243,686
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 763
<INTEREST-EXPENSE> 6,956
<INCOME-PRETAX> 25,483
<INCOME-TAX> 10,982
<INCOME-CONTINUING> 14,501
<DISCONTINUED> (9,654)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,847
<EPS-PRIMARY> .35
<EPS-DILUTED> .35
</TABLE>
