SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HANDY & HARMAN
(Exact name of registrant as specified in its charter)
New York 13-5129420
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
250 Park Avenue, New York, New York 10177
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is effec- debt securities and is to
tive upon filing pursuant to become effective simultaneous-
General Instruction A(c)(1) ly with the effectiveness of a
please check the following concurrent registration state-
box. ( ) ment under the Securities Act
of 1933 pursuant to General
Instruction A(c)(2) please
check the following
box. ( )
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is hereby made to the Form 8-A of Handy &
Harman (the "Registrant") filed with the Securities and Exchange
Commission on February 3, 1989 and such Form 8-A is hereby
incorporated by reference herein.
The Registrant executed an Amendment, dated as of April
25, 1996, (the "Amendment"), to the Rights Agreement, dated as of
January 26, 1989, between the Registrant and Chemical Mellon
Shareholder Services (formerly known as Morgan Shareholder
Services Trust Company), as Rights Agent, (the "Rights Agree-
ment") in order to amend the definition of "Acquiring Person" set
forth in the Rights Agreement to provide for an exception for
certain persons who inadvertently become beneficial owners of 20%
or more of the Common Stock of the Registrant.
A copy of the Amendment is attached hereto as Exhibit 1
and is incorporated herein by reference. The foregoing discus-
sion does not purport to be complete and is qualified in its
entirety by reference to such Exhibit.
ITEM 2. EXHIBITS.
1. Amendment, dated as of April 25, 1996, to the
Rights Agreement, dated as of January 26, 1989, by
and between Handy & Harman and Chemical Mellon
Shareholder Services (formerly known as Morgan
Shareholder Services Trust Company), as Rights
Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this amendment to the registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
HANDY & HARMAN
By: /s/ Paul E. Dixon
Paul E. Dixon
Vice President, General
Counsel and Secretary
Dated: May 21, 1996
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
1 Amendment, dated as of April 25, 1996, to the
Rights Agreement, dated as of January 26,
1989, by and between Handy & Harman and Chem-
ical Mellon Shareholder Services (formerly
known as Morgan Shareholder Services Trust
Company), as Rights Agent.
EXHIBIT 1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of April 25, 1996, to the Rights
Agreement, dated as of January 26, 1989, between Handy &
Harman, a New York corporation (the "Company"), and Chemical
Mellon Shareholder Services, as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent entered
into the Rights Agreement specifying the terms of the Rights
(as defined therein);
WHEREAS, the Company and the Rights Agent desire to
amend the Rights Agreement in accordance with Section 26 of
the Rights Agreement;
NOW THEREFORE, in consideration of the premises and
mutual agreements set forth in the Rights Agreement and this
Amendment, the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is amended
by inserting the following at the end of said Section:
provided, further, that any Person who has
reported or is required to report such Person's
ownership (but less than 25%) on Schedule 13G under
the Securities Exchange Act of 1934, as amended (or
any comparable or successor report) or on Schedule
13D under the Securities Exchange Act of 1934, as
amended (or any comparable or successor report)
which Schedule 13D does not state any intention to
or reserve the right to control or influence the
management or policies of the Company or engage in
any of the actions specified in Item 4 of such
Schedule (other than the disposition of the Common
Stock) and, within 10 Business Days of being re-
quested by the Company to advise it regarding the
same, certifies to the Company that such Person
acquired shares of Common Stock in excess of 20%
inadvertently or without knowledge of the terms of
the Rights and who, together with all Affiliates and
Associates, thereafter does not acquire additional
shares of Common Stock while the Beneficial Owner of
20% or more of the shares of Common Stock then out-
standing shall not be considered an "Acquiring Person".
2. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement as
amended hereby.
3. The foregoing amendment shall be effective as of
the date hereof and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
4. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed, all as of the day and year
first above written.
HANDY & HARMAN
By: /s/ Paul E. Dixon
Name: Paul E. Dixon
Title: Vice President
General Counsel and
Secretary
CHEMICAL MELLON SHAREHOLDER
SERVICES
as Rights Agent
By: /s/ Michael A. Nespoli
Name: Michael A. Nespoli
Title: Vice President
