SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
Amendment No. 2
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
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(Title of class of securities)
410306104
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(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 1. SECURITY AND ISSUER.
(b) The Offer expired pursuant to its terms on November
21, 1996 at 12:00 midnight, New York city time.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(14) Form of press release, issued by the Company on
November 22, 1996, announcing the preliminary
results of 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
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Name: Paul E. Dixon
Title: Vice President, General
Counsel and Secretary
Dated: November 22, 1996
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
(a)(14) Form of press release, issued by the Company on
November 22, 1996, announcing the preliminary results
of the Offer.
FROM: ON BEHALF OF:
Robert W. Bloch International. Handy & Harman
30 East 60th Street
New York, NY 10022 Contact: Stephen B. Mudd
Vice President and Treasurer
212-755-8047 212-309-0666
FOR IMMEDIATE RELEASE:
HANDY & HARMAN ANNOUNCES PRELIMINARY RESULTS OF ITS
"DUTCH AUCTION" SELF-TENDER OFFER
New York, NY...November 22, 1996. Handy & Harman (NYSE: HNH)
announced today the preliminary results of its Dutch auction
self-tender offer which expired Thursday, November 21st, at 12:00
midnight, New York City time.
The preliminary count by the depositary for the offer indicated
that 3.9 million shares were tendered and not withdrawn at prices
of $18.75 per share or lower. Shares tendered in excess of this
price will be promptly returned. The Company expects to purchase
1,800,000 shares tendered at such price, or approximately 46% of
the shares accepted for purchase in the offer.
The determination of the actual number of shares to be purchased,
the final proration factor and the purchase price are subject to
final confirmation and the proper delivery of all shares tendered
and not withdrawn, including shares tendered pursuant to the
guaranteed delivery procedure. Payment for shares accepted for
payment and return of all shares tendered but not accepted for
payment will occur as soon as practicable after determination of
the final proration factor and number of shares properly
tendered.
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. The Company commenced the tender offer on
Thursday, 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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