SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
-------------------------------
HANDY & HARMAN
(Name of Subject Company)
WHX CORPORATION
HN ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
410306 10 4
(CUSIP Number of Class of Securities)
MR. RONALD LABOW
CHAIRMAN OF THE BOARD
WHX CORPORATION
110 EAST 59TH STREET
NEW YORK, NY 10022
TELEPHONE: (212) 355-5200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
with copies to:
ILAN K. REICH, ESQ. ROBERT P. ZINN, ESQ.
STEVEN WOLOSKY, ESQ. LEONARD S. FERLEGER, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP KIRKPATRICK & LOCKHART LLP
505 PARK AVENUE 1500 OLIVER BUILDING
NEW YORK, NEW YORK 10022 PITTSBURGH, PENNSYLVANIA 15222
TELEPHONE: (212) 753-7200 TELEPHONE: (412) 355-6332
-------------------------------
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$342,871,560.00 $68,574.32
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* For purposes of calculating the filing fee only. This calculation
assumes the purchase of all of the 11,429,052 shares of Common Stock,
par value $1.00 per share (the "Shares") (and the associated Common
Stock Purchase Rights (the "Rights")) of the subject company at a price
of $30 per Share (and Right), net to the seller in cash, without
interest thereon.
** The amount of the filing fee, calculated in accordance with Rule
0-11(d) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate value of cash offered by the
bidders.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
<PAGE>
CUSIP NO. 268039 10 4 PAGE 1 OF 2
14D-1
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WHX Corporation (E.I.N.: 13-3768097)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
- -------------------------------------------------------------
4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- -------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
- -------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(7) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (7)
0.0%
- -------------------------------------------------------------
10. TYPE OF REPORTING PERSON
HC and CO
- -------------------------------------------------------------
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<PAGE>
CUSIP NO. 268039 10 4 PAGE 2 OF 2
14D-1
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HN ACQUISITION CORP. (E.I.N.: 13-3940215)
- -------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- -------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------
4. SOURCE OF FUNDS
AF
- -------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- -------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
586,000 Common Shares
- -------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (7)
4.9%
- -------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------
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<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Handy & Harman, a New York
corporation (the "Company"). The address of the Company's principal executive
offices is 250 Park Avenue, New York, New York 10177.
(b) This Tender Offer Statement on Schedule 14D-1 relates to the offer
by HN Acquisition Corp. (the "Purchaser"), a New York corporation and a wholly
owned subsidiary of WHX Corporation, a Delaware corporation (the "Parent"), to
purchase any and all outstanding shares of Common Stock, par value $1.00 per
share (the "Shares") of the Company, including the associated Common Stock
Purchase Rights issued pursuant to the Rights Agreement, dated as of January 26,
1989, as amended on April 25, 1996 and October 22, 1996 (as so amended, the
"Rights Agreement"), between the Company and ChaseMellon Shareholder Services
L.L.C., as Rights Agent, at a price of $30 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated December 16, 1997 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer"). The information set forth under
"Introduction" in the Offer to Purchase annexed hereto as Exhibit (a)(1) is
incorporated herein by reference.
(c) The information set forth in Section 6 "Price Range of Shares;
Dividends" in the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d); (f)-(g) This Statement is being filed by the Purchaser and the
Parent. The information set forth in the Offer to Purchase under "Introduction,"
in Section 9 "Certain Information Concerning the Purchaser and the Parent" and
in Schedule I is incorporated herein by reference.
(e) During the last five years, neither the Purchaser, the Parent nor
any persons controlling the Purchaser, nor, to the best knowledge of the
Purchaser or the Parent, any of the persons listed on Schedule I to the Offer to
Purchase has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth under "Introduction," in Section 11
"Background of the Offer; Contacts with the Company," Section 8 "Certain
Information Concerning the Company" and in Section 9 "Certain Information
Concerning the Purchaser and the Parent" in the Offer to Purchase is
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth under "Introduction" and in Section
10 "Source and Amount of Funds" in the Offer to Purchase is incorporated herein
by reference.
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(d) The information set forth under "Introduction," and in Section
12 "Purpose of the Offer; Proposed Merger; Plans for the Company" in the Offer
to Purchase is incorporated herein by reference.
(e)-(g) The information set forth in Section 12 "Purpose of the Offer;
Proposed Merger; Plans for the Company," and in Section 7 "Effect on the Market
for the Shares, Stock Exchange Listing and Exchange Act Registration" in the
Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 9 "Certain Information Concerning the Purchaser and
the Parent" and in Schedule II is incorporated herein by reference.
-4-
<PAGE>
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Section 10 "Source and Amount of Funds,"
and Section 12 "Purpose of the Offer; The Proposed Merger; Plans for the
Company" in the Offer to Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in Section 16 "Fees and Expenses" in the
Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 9 "Certain Information Concerning
the Purchaser and the Parent" in the Offer to Purchase is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) Not applicable.
(b)-(c) The information set forth under "Introduction" and in Section
15 "Certain Legal Matters; Regulatory Approvals" in the Offer to Purchase is
incorporated herein by reference.
(d)-(e) Not applicable.
(f) The information set forth in the Offer to Purchase and the Letter
of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively, is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Offer to Purchase, dated December 16, 1997.
(2) Letter of Transmittal.
(3) Notice of Guaranteed Delivery.
(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(7) Text of Press Release issued by WHX Corporation on
December 16, 1997.
(8) Summary Advertisement published in the New York Times
on December 16, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 16, 1997
WHX CORPORATION
By:/S/ Stewart Tabin
----------------------------
Name: Stewart E. Tabin
Title: Assistant Treasurer
HN ACQUISITION CORP.
By: /S/ Stewart Tabin
----------------------------
Name: Stewart E. Tabin
Title: Vice President
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
- --------------------------------------------------------------------------------
(a) (1) Offer to Purchase, dated December 16, 1997.
(2) Letter of Transmittal.
(3) Notice of Guaranteed Delivery.
(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(7) Text of Press Release issued by WHX Corporation on
December 16, 1997.
(8) Summary Advertisement published in the New York Times
on December 16, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
-7-
EXHIBIT (a)(1)
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) OF
HANDY & HARMAN
AT $30 PER SHARE
BY HN ACQUISITION CORP., A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JANUARY 16, 1998, UNLESS THE OFFER IS EXTENDED. THE OFFER IS
NOT SUBJECT TO ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
------------------------
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) ANY APPLICABLE WAITING
PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED, HAVING EXPIRED OR BEEN TERMINATED PRIOR TO THE EXPIRATION OF THE OFFER,
(2) THE COMPANY NOT HAVING ENTERED INTO OR EFFECTUATED ANY AGREEMENT OR
TRANSACTION WITH ANY PERSON OR ENTITY (INCLUDING ITS STOCKHOLDERS) HAVING THE
EFFECT OF IMPAIRING THE PURCHASER'S ABILITY TO ACQUIRE THE COMPANY OR OTHERWISE
DIMINISHING THE EXPECTED ECONOMIC VALUE TO THE PURCHASER OF THE ACQUISITION OF
THE COMPANY, (3) THE PURCHASER BEING SATISFIED, IN ITS REASONABLE JUDGMENT, THAT
THE PROVISIONS OF SECTION 912 OF THE NEW YORK BUSINESS CORPORATION LAW HAVE BEEN
COMPLIED WITH OR ARE INVALID OR OTHERWISE INAPPLICABLE TO THE OFFER, AND (4) THE
COMMON STOCK PURCHASE RIGHTS HAVING BEEN REDEEMED BY THE BOARD OF DIRECTORS OF
THE COMPANY OR THE PURCHASER BEING SATISFIED, IN ITS REASONABLE JUDGMENT, THAT
SUCH COMMON STOCK PURCHASE RIGHTS ARE INVALID OR OTHERWISE INAPPLICABLE TO THE
OFFER. SEE INTRODUCTION AND SECTION 14.
------------------------
IMPORTANT
Any shareholder desiring to tender all or any portion of such
shareholder's Shares (as defined herein) should either (i) complete and sign the
Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal, have such shareholder's signature
thereon guaranteed if required by Instruction 1 to the Letter of Transmittal,
mail or deliver the Letter of Transmittal (or such facsimile thereof) and any
other required documents to the Depositary (as defined herein) and either
deliver the certificates for such Shares to the Depositary along with the Letter
of Transmittal (or a facsimile thereof) or deliver such Shares pursuant to the
procedure for book-entry transfer set forth in Section 3 prior to the expiration
of the Offer or (ii) request such shareholder's broker, dealer, commercial bank,
trust company or other nominee to effect the transaction for such shareholder.
A shareholder having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if such shareholder
desires to tender such Shares.
Any shareholder who desires to tender Shares and whose certificates for
such Shares are not immediately available, or who cannot comply with the
procedures for book-entry transfer described in this Offer to Purchase on a
timely basis, may tender such Shares by following the procedures for guaranteed
delivery set forth in Section 3.
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or other tender offer materials may
be directed to the Information Agent (as defined herein) at its address and
telephone number set forth on the back cover of this Offer to Purchase.
December 16, 1997
<PAGE>
TABLE OF CONTENTS
PAGE
----
INTRODUCTION..................................................................1
1. Terms of the Offer; Expiration Date..................................4
2. Acceptance for Payment and Payment for Shares........................5
3. Procedures for Tendering Shares......................................6
4. Withdrawal Rights....................................................9
5. Certain Federal Income Tax Consequences.............................10
6. Price Range of Shares; Dividends....................................11
7. Effect on the Market for the Shares, Stock Exchange
Listing and Exchange Act Registration.............................11
8. Certain Information Concerning the Company..........................12
9. Certain Information Concerning the Purchaser and the Parent.........14
10. Source and Amount of Funds..........................................17
11. Background of the Offer; Contacts with the Company..................17
12. Purpose of the Offer; Proposed Merger; Plans for the Company........19
13. Dividends and Distributions.........................................20
14. Conditions of the Offer.............................................21
15. Certain Legal Matters; Regulatory Approvals.........................24
16. Fees and Expenses...................................................26
17. Miscellaneous.......................................................26
Schedule I -- Information Concerning the Directors and Executive
Officers of the Parent and the Purchaser......................28
Schedule II -- Transactions in the Securities of the Company.................32
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<PAGE>
TO THE HOLDERS OF COMMON STOCK OF HANDY & HARMAN:
INTRODUCTION
HN Acquisition Corp. (the "Purchaser") hereby offers to purchase any
and all outstanding shares of Common Stock, par value $1.00 per share (the
"Shares"), of Handy & Harman, a New York corporation (the "Company"), including
the associated Common Stock Purchase Rights (the "Rights") issued pursuant to
the Rights Agreement, dated as of January 26, 1989, as amended on April 25, 1996
and October 22, 1996 (as so amended, the "Rights Agreement"), between the
Company and ChaseMellon Shareholder Services L.L.C., as Rights Agent (the
"Rights Agent"), at a price of $30 per Share, net to the seller in cash, without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in this Offer to Purchase and in the related Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer"). The Purchaser is a New York corporation and a wholly-owned subsidiary
of WHX Corporation, a Delaware corporation (the "Parent"). Unless the context
otherwise requires, all references to Shares include the associated Rights and
all references to the Rights include the benefits that may inure to holders of
the Rights pursuant to the Rights Agreement, including the right to receive any
payment due upon redemption of the Rights. Based on publicly available
information, the Purchaser believes that one Right is currently associated with
each Share.
Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes upon the purchase of Shares by the Purchaser
pursuant to the Offer. The Purchaser will pay all charges and expenses of Harris
Trust Company of New York, as depositary (the "Depositary"), and Innisfree M&A
Incorporated, as information agent (the "Information Agent"), incurred in
connection with the Offer. See Section 16.
The purpose of the Offer is to acquire control of, and the entire
equity interest in, the Company. The Purchaser intends to propose, and to seek
to have the Company consummate as soon as practicable after consummation of the
Offer, a merger or similar business combination (the "Proposed Merger") with the
Purchaser or another direct or indirect subsidiary of the Parent, pursuant to
which each then outstanding Share (other than Shares held by the Parent, the
Purchaser or any other wholly-owned subsidiary of the Parent, Shares held in the
treasury of the Company and Shares held by shareholders who properly exercise
appraisal rights under New York law) would be converted into the right to
receive in cash the price per Share paid by the Purchaser pursuant to the Offer
and the Company would become a wholly-owned subsidiary of the Parent.
Although the Purchaser will seek to have the Company consummate the
Proposed Merger as soon as practicable after consummation of the Offer, if the
Board of Directors of the Company opposes the Offer and/or the Proposed Merger,
certain terms of the Rights and certain provisions of the New York Business
Corporation Law (the "NYBCL"), the Company's Certificate of Incorporation, as
amended (the "Charter"), and the Company's By-Laws (the "By-Laws") may affect
the ability of the Purchaser to obtain control of the Company and to effect the
Proposed Merger. Depending on the Company's response to the Offer and the
Proposed Merger, the Parent may take such further actions as it deems
appropriate to achieve its objective of acquiring control of the Company,
including conducting a proxy contest at the next annual meeting. However, the
Parent has not yet made any determination whether to do so. Accordingly, the
timing and final terms of the Proposed Merger will depend on a variety of
factors and legal requirements, the actions of the Board of Directors of the
Company, the number of Shares acquired by the Purchaser pursuant to the Offer,
and whether the Business Combination Condition and the Rights Condition (each as
defined below) are satisfied or waived. For a discussion of certain appraisal
rights that will be available to shareholders upon consummation of the Proposed
Merger, see Section 12.
The Offer is conditioned upon, among other things, (i) any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act") having expired or been terminated prior to the
expiration of the Offer (the "HSR Condition"); (ii) the Company not having
entered into or effectuated any agreement or transaction with any person or
entity (including its stockholders) having the effect of impairing the
Purchaser's ability to acquire the Company or otherwise diminishing the expected
economic value to the Purchaser of the
<PAGE>
acquisition of the Company (the "Defensive Action Condition"); (iii) the
Purchaser being satisfied, in its reasonable judgment, that the provisions of
Section 912 of the NYBCL have been complied with or are invalid or otherwise
inapplicable to the Offer (the "Business Combination Condition"); and (iv) the
Rights having been redeemed by the Board of Directors of the Company or the
Purchaser being satisfied, in its reasonable judgment, that the Rights are
invalid or otherwise inapplicable to the Offer (the "Rights Condition"). See
Section 14. The Business Combination Condition and the Rights Condition shall be
deemed to be satisfied if at the expiration of the Offer the number of Shares
validly tendered and not withdrawn, together with the Shares beneficially owned
by the Parent and the Purchaser, is less than 20% of the outstanding Shares.
The HSR Condition. Consummation of the Offer is conditioned upon the
expiration or termination of the waiting period applicable to the acquisition of
Shares pursuant to the Offer under the HSR Act.
The Parent will file on the date hereof with the Federal Trade
Commission (the "FTC") and the Antitrust Division of the Department of Justice
(the "Antitrust Division") a Premerger Notification and Report Form under the
HSR Act with respect to the Offer. Accordingly, the waiting period under the HSR
Act applicable to the Offer will expire at 11:59 p.m., New York City time, on
Friday, January 2, 1998, unless prior to the expiration or termination of the
waiting period the FTC or the Antitrust Division extends the waiting period by
requesting additional information or documentary material from the Parent. If
such a request is made, the waiting period applicable to the Offer will expire
on the tenth calendar day after the date of substantial compliance by the Parent
with such request. Thereafter, the waiting period may be extended by court order
or by consent of the Parent. The waiting period under the HSR Act may be
terminated by the FTC and the Antitrust Division prior to its expiration. For
information with respect to approvals required to be obtained prior to the
consummation of the Offer, including under the HSR Act, see Section 15.
The Business Combination Condition. Consummation of the Offer is
conditioned upon the Purchaser being satisfied, in its reasonable judgment, that
the provisions of Section 912 of the NYBCL have been complied with or are
invalid or otherwise inapplicable to the Offer.
The acquisition by the Parent of beneficial ownership of 20% or more of
the Shares pursuant to the Offer, the Proposed Merger or otherwise, including
the timing and details thereof, are subject to, among other things, the
provisions of the NYBCL, including subsections (b) and (c) of Section 912
("Section 912"). In general, Section 912 purports to prohibit a New York
corporation from engaging in a "Business Combination" (defined as any of a
variety of transactions including mergers) with an "Interested Shareholder"
(defined generally as a person owning shares entitled to cast at least 20% of
the voting power of a corporation) for a period of five years following the date
such person became an Interested Shareholder, unless, before such person became
an Interested Shareholder, the corporation's board of directors approved either
the Business Combination or the transaction in which the shareholder became an
Interested Shareholder.
The Business Combination Condition would be satisfied if, prior to the
acquisition of beneficial ownership of 20% or more of the Shares pursuant to the
Offer or otherwise, (i) the Company's Board of Directors approves either the
Proposed Merger or the purchase of Shares pursuant to the Offer, or (ii) the
Purchaser, in its reasonable judgment, were satisfied that Section 912 was
invalid or otherwise inapplicable to the Proposed Merger for any reason,
including, without limitation, those specified in Section 912.
The Purchaser is hereby requesting that the Company's Board of
Directors promptly adopt a resolution approving the Offer and the Proposed
Merger for purposes of Section 912. The Purchaser believes that, under
applicable law and under the circumstances of the Offer, the Company's Board of
Directors is obligated by its fiduciary responsibilities to give careful
consideration to approving the Offer and the Proposed Merger for purposes of
Section 912 and that its failure to do so would be a violation of law. However,
there can be no assurance that the Board will do so.
-2-
<PAGE>
The Rights Condition. Consummation of the Offer is conditioned upon the
Rights having been redeemed by the Company's Board of Directors or the Purchaser
being satisfied, in its reasonable judgment, that the Rights are invalid or
otherwise inapplicable to the Offer.
The following discussion is based upon the Company's Form 8-A filed
with the Securities and Exchange Commission (the "SEC") on February 3, 1989, as
amended by Forms 8-A/A on May 21, 1996 and October 24, 1996 (the "Form 8-A").
On January 26, 1989, the Company's Board of Directors declared a
dividend distribution of one Right for each Share and executed the Rights
Agreement. On February 6, 1989, one Right was distributed with respect to each
outstanding Share. Under the Rights Agreement, each Right entitles the holder to
purchase one Share at an exercise price of $58.00, subject to adjustment.
Under the Rights Agreement, until the close of business on the
Distribution Date (which is defined as the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(the "Acquiring Person") has become an "Interested Shareholder" as defined in
Section 912 of the NYBCL and (ii) 10 business days (or such later date as the
Company's Board of Directors shall determine) following the commencement of a
tender offer or exchange offer which would result in a person or group
beneficially owning 20% or more of the outstanding Shares), the Rights will be
evidenced by the certificates evidencing Shares ("Share Certificates") and will
be transferred with and only with Share Certificates. As soon as practicable
after the Distribution Date, certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Shares as of the close
of business on the Distribution Date, and thereafter the separate Rights
Certificates alone will evidence the Rights. Under the terms of the Rights
Agreement, the Parent's acquisition of beneficial ownership of less than 20% of
the Shares pursuant to the Offer or otherwise would not cause the Distribution
Date to occur.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on January 26, 1999 unless earlier redeemed
by the Company as described below.
At any time prior to the Distribution Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.02 per Right (the "Redemption
Price"). Immediately upon the action of the Company's Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
to which the holders of Rights will be entitled will be the right to receive the
Redemption Price.
Based on publicly available information, the Purchaser believes that,
as of the date of this Offer, the Rights were not exercisable, Rights
Certificates have not been issued and the Rights were evidenced by the Share
Certificates. The Purchaser believes that, as a result of the Purchaser's public
announcement of the Offer, the Distribution Date will be no later than Friday,
January 2, 1998 unless prior to such date the Company's Board of Directors
redeems the Rights or amends the Rights Agreement to delay the Distribution
Date.
The foregoing summary of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Form 8-A, the text
of the Rights Agreement as an exhibit thereto filed with the SEC and subsequent
amendments to the Rights Agreement as filed with the SEC. Copies of these
documents may be obtained in the manner set forth in Section 8 below.
Shareholders are required to tender one Right for each Share tendered
in order to effect a valid tender of such Share. If the Distribution Date does
not occur prior to the Expiration Date, a tender of Shares will automatically
constitute a tender of the associated Rights. See Section 3.
The Purchaser is hereby requesting that the Company's Board of
Directors redeem the Rights or take the other action described below. The
Purchaser believes that, under applicable law and under the circumstances of the
Offer, the Company's Board of Directors is obligated by its fiduciary
responsibilities to give careful consideration to
-3-
<PAGE>
redeeming the Rights or rendering the Rights Agreement inapplicable to the
Offer, and that its failure to do so would be a violation of law. However, there
can be no assurance that the Board will do so.
* * * * *
In the event the Offer is not consummated for any reason, or in the
event that the Company does not act in a timely manner to assist in satisfying
the Business Combination Condition or the Rights Condition, or in the event the
Company takes any of the actions specified in the Defensive Action Condition,
the Purchaser and the Parent intend to explore all options which may be
available to them at such time, which may include without limitation terminating
this Offer, the acquisition of Shares through open market purchases, privately
negotiated transactions, or through amending the terms and conditions of the
Offer, making another tender offer or exchange offer or otherwise, in each case
upon such terms and at such prices as the Purchaser and the Parent shall
determine, which may be more or less than the Offer Price. The Purchaser also
reserves the right to dispose of Shares, to change the Offer Price, and to
decrease the number of Shares sought to be purchased in the Offer.
THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
------------------------
1. TERMS OF THE OFFER; EXPIRATION DATE.
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any extension
or amendment), the Purchaser will accept for payment and pay for any and all
Shares which are validly tendered prior to the Expiration Date (as hereinafter
defined) and not properly withdrawn in accordance with Section 4. The term
"Expiration Date" means 12:00 Midnight, New York City time, on Friday, January
16, 1998, unless and until the Purchaser, in its sole discretion, shall have
extended the period of time during which the Offer is open, in which event the
term "Expiration Date" shall refer to the latest time and date at which the
Offer, as so extended by the Purchaser, shall expire.
Subject to the applicable regulations of the SEC, the Purchaser also
expressly reserves the right, in its sole discretion, at any time or from time
to time, to (i) subject to the Conditions of the Offer set forth in Section 14,
decline to purchase any of the Shares tendered in the Offer and terminate the
Offer, and return all tendered Shares to the tendering shareholders, (ii) waive
or amend any or all conditions to the Offer to the extent permitted by
applicable law and, subject to complying with applicable rules and regulations
of the SEC, purchase any and all Shares validly tendered, or (iii) extend the
Offer and, subject to the right of shareholders to withdraw Shares until the
Expiration Date, retain the Shares which have been tendered during the period or
periods for which the Offer is extended.
The Purchaser expressly reserves the right, in its sole discretion, at
any time and from time to time, to extend for any reason the period of time
during which the Offer is open in accordance with the applicable regulations of
the SEC, including the occurrence of any of the conditions specified in the
Introduction and Section 14, by giving oral or written notice of such extension
to the Depositary. During any such extension, any and all Shares previously
tendered and not properly withdrawn will remain subject to the Offer, subject to
the rights of a tendering shareholder to withdraw Shares in accordance with the
procedures set forth in Section 4.
Subject to the applicable regulations of the SEC, the Purchaser also
expressly reserves the right, in its reasonable discretion, at any time and from
time to time, (i) to delay acceptance for payment of, or, regardless of whether
such Shares were theretofore accepted for payment, payment for, any Shares in
order to comply in whole or in part with any applicable law and (ii) to waive
any condition or otherwise amend the Offer in any respect, by giving oral or
written notice of such delay, waiver or amendment to the Depositary and by
making a public announcement thereof.
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The Purchaser acknowledges that (i) Rule 14e-1(c) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), requires the Purchaser to
pay the consideration offered or return the Shares tendered promptly after the
expiration, termination or withdrawal of the Offer, and (ii) the Purchaser may
not delay acceptance for payment of, or payment for (except as provided in
clause (i) of the first sentence of the second preceding paragraph), any Shares
upon the occurrence of any of the conditions specified in Section 14 without
extending the period of time during which the Offer is open.
Any such extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by public announcement thereof, with such
announcement in the case of an extension to be made no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rules 14d-4(c), 14d-6(d)
and 14e-1 under the Exchange Act, which require that material changes be
promptly disseminated to shareholders in a manner reasonably designed to inform
them of such changes) and without limiting the manner in which the Purchaser may
choose to make any public announcement, the Purchaser shall have no obligation
to publish, advertise or otherwise communicate any such public announcement
other than by issuing a press release to the Dow Jones News Service.
If the Purchaser makes a material change in the terms of the Offer or
information concerning the Offer, or if it waives a material condition of the
Offer, the Purchaser will disseminate additional tender offer materials and
extend the Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1
under the Exchange Act. The minimum period during which the Offer must remain
open following material changes in the terms of the Offer or information
concerning the Offer, other than a change in price or a change in percentage of
securities sought, will depend upon the facts and circumstances, including the
relative materiality of the changed terms or information. The SEC has taken the
position that an offer should generally remain open for a minimum of five
business days from the date a material change is first published, sent or given
to shareholders. With respect to a change in price or a change in percentage of
securities sought (other than an increase in the number of Shares sought not in
excess of 2% of the outstanding Shares), a minimum ten business day period is
required to allow for adequate dissemination to shareholders and investor
response. As used in this Offer to Purchase, "business day" has the meaning set
forth in Rule 14d-1 under the Exchange Act. Accordingly, if, prior to the
Expiration Date, the Purchaser increases or decreases the consideration offered
pursuant to the Offer, and if the Offer is scheduled to expire at any time
earlier than the period ending on the tenth business day from the date that
notice of such increase or decrease is first published, sent or given to holders
of Shares, the Offer will be extended at least until the expiration of such ten
business day period.
As of the date of this Offer to Purchase, the Rights are evidenced by
the certificates representing Shares and do not trade separately. Accordingly,
by tendering a certificate representing Shares, a shareholder is automatically
tendering a similar number of associated Rights. If, however, pursuant to the
Rights Agreement or for any other reason, the Rights detach and separate Rights
Certificates are issued, shareholders will be required to tender one Right for
each Share tendered in order to effect a valid tender of such Share.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Purchaser will purchase, by accepting for payment,
and will pay for, any and all Shares validly tendered prior to the Expiration
Date (and not properly withdrawn in accordance with Section 4) promptly after
the later to occur of (i) the Expiration Date and (ii) the satisfaction or
waiver of the conditions set forth in the Introduction and Section 14. The
Purchaser expressly reserves the right, in its discretion, to delay acceptance
for payment of, or, subject to applicable rules of the SEC, payment for, Shares
in order to comply in whole or in part with any applicable law.
In all cases, payment for Shares purchased pursuant to the Offer will
be made only after timely receipt by the Depositary of (i) the certificates
evidencing such Shares (the "Share Certificates") or timely confirmation of a
book-entry transfer (a "Book-Entry Confirmation") of such Shares, if such
procedure is available, into the
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Depositary's account at The Depository Trust Company or the Philadelphia
Depository Trust Company (each a "Book-Entry Transfer Facility" and,
collectively, the "Book-Entry Transfer Facilities") pursuant to the procedures
set forth in Section 3, (ii) the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, or, in the case of a book-entry transfer,
an Agent's Message (as defined below), and (iii) any other documents required by
the Letter of Transmittal. See Section 3.
The term "Agent's Message" means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against the participant.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares validly tendered and not
properly withdrawn if, as and when the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance of such Shares for payment. Payment
for Shares accepted pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering shareholders for the purpose of receiving payments from the Purchaser
and transmitting payments to such tendering shareholders. Under no circumstances
will interest be paid on the Offer Price by the Purchaser, regardless of any
delay in making such payment. Upon the deposit of funds with the Depositary for
the purpose of making payments to tendering shareholders, the Purchaser's
obligation to make such payment shall be satisfied and tendering shareholders
must thereafter look solely to the Depositary for payment of amounts owed to
them by reason of the acceptance for payment of Shares pursuant to the Offer.
The Purchaser will pay any stock transfer taxes incident to the transfer to it
of validly tendered Shares, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, as well as any charges and expenses of the Depositary and
the Information Agent.
If any tendered Shares are not accepted for payment for any reason
pursuant to the terms and conditions of the Offer, or if Share Certificates are
submitted evidencing more Shares than are tendered, Share Certificates
evidencing Shares not purchased will be returned without expense to the
tendering shareholder (or, in the case of Shares tendered by book-entry transfer
into the Depositary's account at a Book-Entry Transfer Facility pursuant to the
procedure set forth in Section 3, such Shares will be credited to an account
maintained at such Book-Entry Transfer Facility) as promptly as practicable
following the expiration or termination of the Offer.
If, prior to the Expiration Date, the Purchaser increases the
consideration to be paid per Share pursuant to the Offer, the Purchaser will pay
such increased consideration for all such Shares purchased pursuant to the
Offer, whether or not such Shares were tendered prior to such increase in
consideration.
The Purchaser reserves the right to transfer or assign, in whole at any
time, or in part from time to time, to the Parent or one or more direct or
indirect wholly owned subsidiaries of the Parent, the right to purchase all or
any portion of the Shares tendered pursuant to the Offer; provided, that any
such transfer or assignment will not relieve the Purchaser of its obligations
under the Offer and will in no way prejudice the rights of tendering
shareholders to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer.
3. PROCEDURES FOR TENDERING SHARES.
Valid Tender of Shares. In order for Shares to be validly tendered
pursuant to the Offer, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message (in the case of any book-entry transfer), and any other
required documents, must be received by the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase prior to the Expiration
Date and either (i) the Share Certificates evidencing tendered Shares must be
received by the Depositary at one of such addresses or Shares must be tendered
pursuant to the procedure for book-entry transfer described below and
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a Book-Entry Confirmation must be received by the Depositary, in each case prior
to the Expiration Date, or (ii) the tendering shareholder must comply with the
guaranteed delivery procedures described below.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE
OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND DELIVERY WILL BE DEEMED MADE
ONLY WHEN ITEMS ARE ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Book-Entry Transfer. The Depositary will establish an account with
respect to the Shares at each of the Book-Entry Transfer Facilities for purposes
of the Offer within two business days after the date of this Offer to Purchase,
and any financial institution that is a participant in either of the Book-Entry
Transfer Facilities' system may make book-entry delivery of Shares by causing
the Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account at a Book-Entry Transfer Facility in accordance with such Book-Entry
Transfer Facility's procedures for transfer. However, although delivery of
Shares may be effected through book-entry transfer at the Book-Entry Transfer
Facility, the Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, with any required signature guarantees or an Agent's Message,
and any other required documents must, in any case, be transmitted to and
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase prior to the Expiration Date or the tendering
shareholder must comply with the guaranteed delivery procedures described below.
The confirmation of a book-entry transfer of shares into the Depositary's
account at a Book Entry Transfer Facility as described above is referred to as a
"Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER
FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES
NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Signature Guarantee. Signatures on all Letters of Transmittal must be
guaranteed by a firm which is a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the Securities
Transfer Agents Medallion Program (each, an "Eligible Institution"), unless the
Shares tendered thereby are tendered (i) by a registered holder of Shares who
has not completed either the box entitled "Special Delivery Instructions" or the
box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii)
for the account of an Eligible Institution. See Instruction 1 of the Letter of
Transmittal.
If a Share Certificate is registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made, or Shares
not accepted for payment or not tendered are to be returned, to a person other
than the registered holder(s), then the Share Certificate must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear on the Share Certificate, with the
signature(s) on such Share Certificate or stock powers guaranteed as described
above. See Instructions 1 and 5 of the Letter of Transmittal.
Guaranteed Delivery. If a shareholder desires to tender Shares pursuant
to the Offer and such shareholder's Share Certificates are not immediately
available or time will not permit all required documents to reach the Depositary
prior to the Expiration Date or the procedure for book-entry transfer cannot be
completed on a timely basis, such Shares may nevertheless be tendered if all the
following conditions are satisfied:
(i) the tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Purchaser herewith,
is received by the Depositary as provided below prior to the Expiration
Date; and
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(iii) the Share Certificates for all tendered Shares, in proper
form for transfer, or a Book-Entry Confirmation, together with a
properly completed and duly executed Letter of Transmittal (or manually
signed facsimile thereof) with any required signature guarantee (or, in
the case of a book-entry transfer, an Agent's Message) and any other
documents required by such Letter of Transmittal, are received by the
Depositary within three New York State Exchange ("NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery.
Any Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram, facsimile transmission or mail to the Depositary and
must include a guarantee by an Eligible Institution in the form set forth in the
Notice of Guaranteed Delivery.
IN ALL CASES, SHARES SHALL NOT BE DEEMED VALIDLY TENDERED, UNLESS A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED
FACSIMILE), OR AN AGENTS MESSAGE IN THE CASE OF A BOOK-ENTRY TRANSFER, IS
RECEIVED BY THE DEPOSITARY.
Notwithstanding any other provision hereof, payment for Shares
purchased pursuant to the Offer will, in all cases, be made only after timely
receipt by the Depositary of (i) the Share Certificates evidencing such Shares,
or a Book-Entry Confirmation of the delivery of such Shares, (ii) a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) and (iii) any other documents required by the Letter of Transmittal.
Distribution Of Rights. Holders of Shares will be required to tender
one Right for each Share tendered to effect a valid tender of such Share. Unless
and until the Distribution Date occurs, the Rights are represented by and
transferred with the Shares. See Introduction. Accordingly, if the Distribution
Date does not occur prior to the Expiration Date, a tender of Shares will
constitute a tender of the associated Rights. If a Distribution Date has
occurred, certificates representing a number of Rights equal to the number of
Shares being tendered must be delivered to the Depositary in order for such
Shares to be validly tendered. If a Distribution Date has occurred, a tender of
Shares without Rights constitutes an agreement by the tendering shareholder to
deliver certificates representing a number of Rights equal to the number of
Shares tendered pursuant to the Offer to the Depositary within three NYSE
trading days after the date such certificates are distributed. The Purchaser
reserves the right to require that it receive such certificates prior to
accepting Shares for payment. If a Distribution Date has occurred, unless the
Rights are redeemed prior to the Expiration Date, shareholders who sell their
Rights separately from their Shares and do not otherwise acquire Rights may not
be able to satisfy the requirements of the Offer for the tender of Shares. The
Purchaser will not pay any additional consideration for the Rights tendered
pursuant to the Offer.
Determination Of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tendered Shares pursuant to any of the procedures described above will be
determined by the Purchaser in its reasonable discretion, which determination
will be final and binding on all parties. The Purchaser reserves the absolute
right to reject any or all tenders of Shares determined by it not to be in
proper form or if the acceptance for payment of, or payment for, such Shares
may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also
reserves the absolute right, in its sole discretion, to waive any of the
conditions of the Offer or any defect or irregularity in any tender with respect
to Shares of any particular shareholder, whether or not similar defects or
irregularities are waived in the case of other shareholders. In such event the
Purchaser will, if required, extend the Offer in accordance with the applicable
regulations of the SEC. No tender of Shares will be deemed to have been validly
made until all defects and irregularities have been cured or waived.
The Purchaser's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions thereto) will be final
and binding. None of the Parent, the Purchaser, the Company, the Depositary, the
Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or will incur any
liability for failure to give any such notification.
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Appointment As Proxy. By executing a Letter of Transmittal as set forth
above, a tendering shareholder irrevocably appoints designees of the Purchaser
as such shareholder's proxies, each with full power of substitution, to the full
extent of such shareholder's rights with respect to the Shares tendered by such
shareholder and accepted for payment by the Purchaser (and any and all noncash
dividends, distributions, rights, other Shares, or other securities issued or
issuable in respect of such Shares). All such proxies shall be considered
coupled with an interest in the tendered Shares. This appointment will be
effective if, when, and only to the extent that, the Purchaser accepts such
Shares for payment pursuant to the Offer. Upon such acceptance for payment, all
prior proxies given by such shareholder with respect to such Shares and other
securities will, without further action, be revoked, and no subsequent proxies
may be given. The designees of the Purchaser will, with respect to the Shares
and other securities for which the appointment is effective, be empowered to
exercise all voting and other rights of such shareholder as they in their sole
discretion may deem proper at any annual, special, adjourned or postponed
meeting of the Company's shareholders, by written consent or otherwise, and the
Purchaser reserves the right to require that, in order for Shares or other
securities to be deemed validly tendered, immediately upon the Purchaser's
acceptance for payment of such Shares, the Purchaser must be able to exercise
full voting rights with respect to such Shares.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO
PAYMENT TO CERTAIN SHAREHOLDERS OF THE PURCHASE PRICE FOR SHARES PURCHASED
PURSUANT TO THE OFFER, EACH SUCH SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH
SUCH SHAREHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH
SHAREHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY
COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP
WITHHOLDING APPLIES WITH RESPECT TO A SHAREHOLDER, THE DEPOSITARY IS REQUIRED TO
WITHHOLD 31% OF ANY PAYMENTS MADE TO SUCH SHAREHOLDER. SEE INSTRUCTION 9 OF THE
LETTER OF TRANSMITTAL.
The Purchaser's acceptance for payment of Shares tendered pursuant to
the Offer will constitute a binding agreement between the tendering shareholder
and the Purchaser upon the terms and subject to the conditions of the Offer.
4. WITHDRAWAL RIGHTS.
Tenders of Shares made pursuant to the Offer are irrevocable except
that such Shares may be withdrawn at any time prior to the Expiration Date and,
unless theretofore accepted for payment by the Purchaser pursuant to the Offer,
may also be withdrawn at any time after Friday, February 13, 1998.
If the Purchaser extends the Offer, is delayed in its acceptance for
payment of Shares or is unable to accept Shares for payment pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain
tendered Shares, and such Shares may not be withdrawn except to the extent that
tendering shareholders are entitled to withdrawal rights as described in this
Section 4. Any such delay will be by an extension of the Offer to the extent
required by law.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder, if different from that of the person who tendered such
Shares. If Share Certificates evidencing Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such Share Certificates, the serial numbers shown on such Share
Certificates must be submitted to the Depositary and the signature(s) on the
notice of withdrawal must be guaranteed by an Eligible Institution, unless such
Shares have been tendered for the account of an Eligible Institution. If Shares
have been tendered pursuant to the procedure for book-entry transfer as set
forth in Section 3, any notice of withdrawal must also specify the name and
number of the account at a Book-Entry Transfer Facility to be credited with the
withdrawn Shares.
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All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchaser, in its reasonable
discretion, which determination will be final and binding. None of the Parent,
the Purchaser, the Company, the Depositary, the Information Agent or any other
person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
Any Shares properly withdrawn will thereafter be deemed not to have
been validly tendered for purposes of the Offer. However, withdrawn Shares may
be retendered at any time prior to the Expiration Date by following the
procedures described in Section 3.
5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The sale of Shares pursuant to the Offer will be a taxable transaction
for federal income tax purposes under the Internal Revenue Code of 1986, as
amended (the "Code"), and will likely be a taxable transaction under applicable
state, local, foreign and other tax laws as well. Generally, for federal income
tax purposes, a tendering shareholder will recognize gain or loss equal to the
difference, if any, between the amount of cash received by the shareholder
pursuant to the Offer and the aggregate tax basis in the Shares tendered by the
shareholder and purchased pursuant to the Offer. Gain or loss will be computed
separately for each block of Shares (i.e., Shares acquired at the same time and
price) tendered and purchased pursuant to the Offer.
If Shares are held by a shareholder as a capital asset, gain or loss
recognized by the shareholder will be capital gain or loss. Under the recently
enacted Taxpayer Relief Act of 1997, net capital gain (i.e., generally, capital
gain in excess of capital loss) recognized by an individual upon the sale or
exchange of a capital asset that has been held for more than 18 months will
generally be subject to tax at a rate not to exceed 20%. Net capital gain
recognized by an individual from the sale or exchange of a capital asset that
has been held for more than 12 months but not for more than 18 months will
continue to be subject to tax at a rate not to exceed 28%, and net capital gain
recognized from the sale or exchange of a capital asset that has been held for
12 months or less will continue to be subject to tax at ordinary tax rates. In
addition, net capital gain recognized by a corporate taxpayer will continue to
be subject to tax at the ordinary income tax rates applicable to corporations.
Ordinary income recognized by an individual (including dividends and short-term
capital gains recognized by individuals) is subject to Federal income tax at a
maximum rate of 39.6%. The maximum federal tax rate applicable to all capital
gains and ordinary income recognized by a corporation is 35%.
Withholding. Unless a shareholder complies with certain reporting
and/or certification procedures, or is an exempt recipient under applicable
provisions of the Code (and regulations promulgated thereunder), such
shareholder may be subject to "backup" withholding of 31% with respect to any
payments received in the Offer. Shareholders should contact their brokers to
ensure compliance with such procedures. Foreign shareholders should consult with
their tax advisors regarding U.S. withholding taxes in general. Those tendering
their Shares in the Offer may prevent backup withholding by completing the
Substitute Form W-9 included in the Letter of Transmittal.
THE FOREGOING DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY AND
MAY NOT BE APPLICABLE WITH RESPECT TO SHARES RECEIVED PURSUANT TO THE EXERCISE
OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION OR WITH RESPECT TO
HOLDERS OF SHARES WHO ARE SUBJECT TO SPECIAL TAX TREATMENT UNDER THE CODE, SUCH
AS NON-U.S. PERSONS, LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS AND
FINANCIAL INSTITUTIONS, AND MAY NOT APPLY TO A HOLDER OF SHARES IN LIGHT OF
INDIVIDUAL CIRCUMSTANCES. SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS
TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING ANY STATE, LOCAL
OR OTHER TAX CONSEQUENCES) OF THE OFFER AND THE PROPOSED MERGER.
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6. PRICE RANGE OF SHARES; DIVIDENDS.
According to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (the "Company Form 10-K") and other publicly-available
information, the Shares are listed and principally traded on the NYSE. The
following table sets forth, for the quarters indicated, the high and low sales
prices per Share on the NYSE and the amount of cash dividends paid per Share, as
reported in the Company Form 10-K for periods in 1995 and 1996 and as reported
by published financial sources with respect to periods in 1997:
CASH
HIGH LOW DIVIDENDS
YEAR ENDED DECEMBER 31, 1995:
First Quarter............................$16 1/2 $14 1/8 $.06
Second Quarter........................... 16 1/2 14 7/8 .06
Third Quarter............................ 16 7/8 14 5/8 .06
Fourth Quarter........................... 16 5/8 13 5/8 .06
YEAR ENDED DECEMBER 31, 1996:
First Quarter............................$17 5/8 $15 3/8 $.06
Second Quarter........................... 18 3/4 16 .06
Third Quarter............................ 18 1/8 16 1/4 .06
Fourth Quarter........................... 19 1/4 15 7/8 .06
YEAR ENDED DECEMBER 31, 1997:
First Quarter.............................$17 3/8 $15 $.06
Second Quarter........................... 17 3/4 13 5/8 .06
Third Quarter............................ 23 16 15/16 .06
Fourth Quarter (through December 12,
1997)....................................28 7/16 21 7/8 .06
On December 12, 1997, the last trading day prior to the announcement of
the Parent's intention to commence the Offer, the reported closing sales price
of the Shares on the NYSE Composite Tape was $22.25 per Share. On December 15,
1997, the last trading day prior to the commencement date of the Offer, the
reported closing sales price of the Shares on the NYSE Composite Tape was $32.44
per Share. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE
SHARES.
7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES, STOCK EXCHANGE
LISTING AND EXCHANGE ACT REGISTRATION.
The purchase of Shares pursuant to the Offer will reduce the number of
Shares that might otherwise trade publicly and will reduce the number of holders
of Shares. This could adversely affect the liquidity and market value of the
remaining Shares held by the public. Depending upon the number of Shares
purchased pursuant to the Offer, the Shares may no longer meet the requirements
for continued listing on the NYSE and may therefore be delisted from the NYSE.
According to the NYSE's published guidelines, the NYSE would consider delisting
the Shares if, among other things: (i) the number of record holders of 100 or
more Shares should fall below 1,200; (ii) the number of publicly held Shares
(exclusive of holdings of the Parent and the Purchaser and any other
subsidiaries or affiliates of the Parent and of officers or directors of the
Company or their immediate families or other concentrated holdings of 10% or
more ("Excluded Holdings")) should fall below 600,000; or (iii) the aggregate
market value of such publicly held Shares (exclusive of Excluded Holdings)
should fall below $5,000,000.
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<PAGE>
According to the most recent information supplied by the Company to
Standard & Poor's Corporation, there are approximately 2,816 holders of record
of Shares. If as a result of the purchase of Shares pursuant to the Offer or
otherwise, the Shares no longer meet the requirements of the NYSE for continued
listing and the listing of the Shares is discontinued, the market and prices for
the Shares could be adversely affected.
If the NYSE were to delist the Shares, it is possible that the Shares
would continue to trade on other securities exchanges or in the over-the-counter
market and that price quotations would be reported by such exchanges or through
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") or other sources. However, the extent of the public market for the
Shares and the availability of such quotations would depend upon such factors as
the number of shareholders and/or the aggregate market value of the
publicly-traded Shares remaining at such time, the interest in maintaining a
market in the Shares on the part of securities firms, the possible termination
of registration under the Exchange Act as described below and other factors.
The Shares are currently "margin securities" under the rules of the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board"),
which has the effect, among other things, of allowing brokers to extend credit
on the collateral of the Shares for the purpose of buying, carrying or trading
in securities ("purpose loans"). Depending upon factors similar to those
described above with respect to stock exchange listing and market quotations,
the Shares might no longer constitute "margin securities" for the purposes of
the Federal Reserve Board's margin regulations and, therefore, could no longer
be used as collateral for purpose loans made by brokers.
The Shares are currently registered under the Exchange Act. The
purchase of Shares pursuant to the Offer may result in the Shares becoming
eligible for deregistration under the Exchange Act. Registration of the Shares
may be terminated upon application of the Company to the SEC if the Shares are
not listed on a national securities exchange and there are fewer than 300 record
holders. The termination of the registration of the Shares under the Exchange
Act would substantially reduce the information required to be furnished by the
Company to holders of the Shares and would make certain provisions of the
Exchange Act, such as the short-swing profit recovery provisions of Section
16(b), the requirement of furnishing a proxy statement in connection with
shareholders' meetings, and the requirements of Rule 13e-3 under the Exchange
Act with respect to "going private" transactions, no longer applicable to the
Shares. Furthermore, "affiliates" of the Company and persons holding "restricted
securities" of the Company could be deprived of the ability to dispose of the
securities pursuant to Rule 144 under the Securities Act of 1933, as amended. If
registration of the Shares under the Exchange Act were terminated, the Shares
would no longer be "margin securities" or eligible for NASDAQ reporting. The
Purchaser intends to seek to cause the Company to terminate the registration of
the Shares as soon after the consummation of the Offer or the Proposed Merger as
the requirements for termination of registration are met.
8. CERTAIN INFORMATION CONCERNING THE COMPANY.
Except as otherwise noted below, the information concerning the Company
contained in this Offer to Purchase, including financial information, has been
taken from or based upon publicly available documents and records on file with
the SEC and other public sources. Neither the Parent nor the Purchaser assumes
any responsibility for the accuracy or completeness of the information
concerning the Company contained in such documents and records or for any
failure by the Company to disclose events which may have occurred or may affect
the significance or accuracy of any such information but which are unknown to
the Parent or the Purchaser.
The Company is a New York corporation whose principal executive offices
are located at 250 Park Avenue, New York, New York 10177. The Company was
incorporated in the State of New York in 1905 as the successor to a partnership
which commenced business in 1867. Unless the context indicates otherwise, the
term the "Company" also refers to its consolidated subsidiaries.
The Company is a diversified manufacturer providing engineered
products, system components and precious metal fabrication for industries
worldwide. The Company's business segments are (a) manufacturing and selling of
non-precious metal wire, cable and tubing products, primarily stainless steel
and specialty alloys; (b) manufacturing
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<PAGE>
and selling precious metal products and precision electroplated materials and
stamped parts; and (c) manufacturing and selling other specialty products
supplied to natural gas, electric and water utility companies.
Financial Information on the Company. Set forth below is a summary of
certain consolidated financial information with respect to the Company for its
fiscal years ended December 31, 1996, 1995 and 1994, excerpted from financial
statements presented in the Company Form 10-K, the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997 (the "Company Form 10-Q") and
other documents filed by the Company with the SEC. More comprehensive financial
information is included in such reports (including management's discussion and
analysis of results of operations and financial condition) and other documents
filed by the Company with the SEC, and the financial information summary set
forth below is qualified in its entirety by reference to such reports and other
documents, which are incorporated herein by reference, as well as all the
financial information and related notes contained therein. The Company Form
10-K, the Company Form 10-Q and such other documents may be examined and copies
may be obtained from the offices of the SEC or the NYSE in the manner set forth
below.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Year Ended Nine Months Ended
December 31, September 30,
--------------------------- -----------------
1996 1995 1994 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA: (unaudited)
Sales .................................... $ 407,107 $ 427,188 $ 408,968 $ 336,018 $ 310,036
Income (loss) from continuing operations
before extraordinary item and
excluding net LIFO gains ........ 14,513 7,509 6,743 11,996 11,588
Net LIFO gains ........................... 19,260 -- -- 2,706 2,913
Loss from extraordinary item ............. (2,889) -- -- -- --
Income (loss) from discontinued operations (14,515) 11,131 9,768 -- (9,654)
Net income ............................... 16,369 18,640 16,511 14,702 4,847
INCOME PER COMMON SHARE
INFORMATION:
Continuing operations ........... 1.05 .53 .48 1.00 .83
Net LIFO gains .................. 1.40 -- -- .23 .21
Loss from extraordinary item .... (.21) -- -- -- --
Income (loss) from discontinued . (1.05) .79 .70 -- (.69)
operations
Net income ...................... $ 1.19 $ 1.32 $ 1.18 $ 1.23 $ .35
</TABLE>
<TABLE>
<CAPTION>
At December 31, At September 30, 1997
----------------------- ------------------------
1996 1995 (unaudited)
---- ----
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total current assets.......................... $138,674 $163,101 $162,198
Total current liabilities..................... 76,838 113,621 91,856
Total assets.................................. 316,464 341,049 397,582
Total liabilities............................. 220,858 220,655 290,947
Total shareholders' equity.................... $95,606 $120,394 $106,635
</TABLE>
The Company is subject to the information and reporting requirements of
the Exchange Act and is required to file reports and other information with the
SEC relating to its business, financial condition and other matters.
Information, as of particular dates, concerning the Company's directors and
officers, their remuneration, stock options granted to them, the principal
holders of the Shares, any material interests of such persons in transactions
with the
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<PAGE>
Company and other matters is required to be disclosed in proxy statements
distributed to the Company's shareholders and filed with the SEC. These reports,
proxy statements and other information should be available for inspection at the
public reference facilities of the SEC located in Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and also should be available for
inspection and copying at prescribed rates at the following regional offices of
the SEC: Seven World Trade Center, New York, New York 10048; and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of this material may
also be obtained by mail, upon payment of the SEC's customary fees, from the
SEC's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
SEC also maintains an Internet web site at http://www.sec.gov that contains
reports, proxy statements and other information. The Shares are listed on the
NYSE, and reports, proxy statements and other information concerning the Company
should also be available for inspection at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
9. CERTAIN INFORMATION CONCERNING THE PURCHASER AND THE PARENT.
The Purchaser. The Purchaser is a New York corporation which was
organized in 1997. The principal offices of the Purchaser are located at 110
East 59th Street, New York, NY 10022. The Purchaser is a wholly owned subsidiary
of the Parent. Until immediately prior to the time that the Purchaser will
purchase Shares pursuant to the Offer, it is not expected that the Purchaser
will have any significant assets or liabilities or engage in activities other
than the ownership of Shares and those activities incident to the transactions
contemplated by the Offer.
The Parent. The Parent is a Delaware corporation with its principal
executive offices located at 110 East 59th Street, New York, NY 10022.
The Parent, through its subsidiaries, is a vertically integrated
manufacturer of predominantly value-added flat rolled steel products. The Parent
sells a broad array of value-added products, including cold rolled steel, tin-
and zinc-coated steels and fabricated steel products. The Parent's products are
sold to the construction industry, steel service centers, converters,
processors, and the container, automotive and appliance industries.
Financial Information. Set forth below is a summary of certain
consolidated financial information with respect to the Parent and its
subsidiaries for its fiscal years ended December 31, 1996 and 1995, and for the
nine months ended September 30, 1997, excerpted from financial statements
presented in the Parent's Annual Report on Form 10-K for the year ended December
31, 1996 and Quarterly Report on Form 10-Q for the period ended September 30,
1997 filed with the SEC. More comprehensive financial information is included in
such reports (including management's discussion and analysis of results of
operations and financial position) and other documents filed by the Parent with
the SEC, and the financial information summary set forth below is qualified in
its entirety by reference to such reports, which are incorporated herein by
reference, and all the financial information and related notes contained
therein.
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<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Year Ended Nine Months Ended
December 31, September 30,
----------------------------------- ------------------------
1996 1995 1994 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA: (unaudited)
Net sales ................................. $ 1,232,695 $ 1,364,614 $ 1,193,878 $ 386,717 $ 1,065,233
Income (loss) before taxes ................ (3,449) 100,075 110,725 (251,105) 50,438
Net (loss) income ......................... 658 78,018 76,381 (163,218) 35,306
Dividend requirement for Preferred Stock .. 22,313 22,875 13,177 15,505 16,922
Net income (loss) applicable to Common
Stock ................................. (21,655) 55,143 63,204 (178,723) 18,384
INCOME PER COMMON SHARE
INFORMATION:
Income (loss) per share of Common Stock
Primary ............................. (.82) 2.07 2.19 (7.84) .69
Fully Diluted ....................... $ (.82) $ 1.73 $ 1.89 $ (7.84) $ .68
</TABLE>
<TABLE>
<CAPTION>
At December 31, At September 30, 1997
---------------------- -----------------------
1996 1995 (unaudited)
---- ----
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total current assets.................................... $ 737,731 $797,649 $875,022
Property, plant and equipment at cost, less 755,412 793,319 739,800
accumulated depreciation and amortization.............
Total assets............................................ 1,718,779 1,796,467 2,004,217
Total liabilities....................................... 998,571 1,021,674 1,492,569
Total shareholders' equity.............................. $714,437 $768,405 $506,146
</TABLE>
The Parent is subject to the information and reporting requirements of
the Exchange Act and is required to file reports and other information with the
SEC relating to its business, financial condition and other matters.
Information, as of particular dates, concerning the Parent's directors and
officers, their remuneration, stock options granted to them, the principal
holders of the Parent's securities, any material interests of such persons in
transactions with the Parent and other matters is required to be disclosed in
proxy statements distributed to the Parent's shareholders and filed with the
SEC. These reports, proxy statements and other information should be available
for inspection and copies may be obtained in the same manner as set forth for
the Company in Section 8. The Parent's Common Stock is listed on the NYSE, and
reports, proxy statements and other information concerning the Parent should
also be available for inspection at the offices of the NYSE, 20 Broad Street,
New York, New York 10005.
The name, citizenship, business address, principal occupation or
employment and five-year employment history for each of the directors and
executive officers of the Parent and the Purchaser are set forth in Schedule I
hereto.
Ownership of Shares. The Parent (through the Purchaser) currently
beneficially owns an aggregate of 586,000 Shares, representing approximately
4.9% of the 12,015,052 Shares stated by the Company in the Company Form 10-Q to
be outstanding at November 10, 1997, all of which Shares were acquired in the
transactions described in Schedule II to this Offer to Purchase. The aggregate
purchase price of such Shares was approximately $13.2 million, which was
obtained from Parent's working capital funds.
Except as set forth in Schedule II of this Offer to Purchase, neither
the Parent nor the Purchaser, nor, to the knowledge of the Parent or the
Purchaser, any of the persons listed in Schedule I hereto, or any associate or
majority-owned subsidiary of such persons, beneficially owns any equity security
of the Company, and neither the
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<PAGE>
Parent nor the Purchaser, nor, to the knowledge of the Parent or the Purchaser,
any of the other persons referred to above, or any of the respective directors,
executive officers or subsidiaries of any of the foregoing, has effected any
transaction in any equity security of the Company during the past 60 days.
Except as set forth in this Offer to Purchase, neither the Parent nor
the Purchaser, nor, to the knowledge of the Parent or the Purchaser, any of the
persons listed in Schedule I hereto has any contract, arrangement, understanding
or relationship with any other person with respect to any securities of the
Company, including, without limitation, any contract, arrangement, understanding
or relationship concerning the transfer or the voting of any securities of the
Company, joint ventures, loan or option arrangements, puts or calls, guaranties
of loans, guaranties against loss or the giving or withholding of proxies.
Except as set forth in this Offer to Purchase, neither the Parent nor the
Purchaser, nor, to the knowledge of the Parent or the Purchaser, any of the
persons listed in Schedule I hereto has had any transactions with the Company,
or any of its executive officers, directors or affiliates that would require
reporting under the rules of the SEC.
Civil Proceedings. On March 31, 1997, the Parent, through the Purchaser
(formerly known as SB Acquisition Corp.), commenced a tender offer for shares of
Dynamics Corporation of America, Inc. ("DCA"), a NYSE-listed company. On April
14, 1997, DCA commenced an action against the Parent in the United States
District Court for the District of Connecticut, alleging, among other things,
that the Parent's tender offer violated Section 14(d) of the Exchange Act and
the rules thereunder (the "DCA Action"). The Parent denied all allegations and
contested the action. On April 29, 1997, Judge Gerard L. Goettel of the United
States District Court, District of Connecticut, issued an order granting a
motion for a preliminary injunction filed by DCA against the Parent and the
Purchaser. The District Court found that the disclosure contained in the
Parent's tender offer materials to DCA shareholders was improper because (i) it
stated that under certain circumstances the Parent "may be required" to comply
with Section 912(b) of the NYBCL and a provision in DCA's charter, instead of
disclosing that the Parent "will be required" to do so; and (ii) it failed to
disclose the Parent's future plans in the event that it was prohibited from
merging with DCA for five years. The Court (i) directed the Parent and the
Purchaser to make "further and complete disclosures" pertaining to those
subjects described above, and (ii) specified that such tender offer be extended
for an additional twenty days. This order was promptly complied with in all
respects by the Parent and the Purchaser. The DCA Action was later discontinued
by stipulation between the parties.
On April 8, 1997, the SEC entered an Order Directing Private
Investigation concerning possible violations of Sections 14(d) and 14(e) of the
Exchange Act and Rules 14d-10(a)(1) and 14e-1(b) thereunder in connection with
the Parent's tender offer for DCA. The Parent has been fully cooperating with
this investigation. The Staff of the Division of Enforcement of the SEC (the
"SEC Enforcement Staff") has indicated that it intends to recommend the
initiation of administrative proceedings seeking a cease and desist order
pertaining to alleged violations of Rule 14d- 10(a)(1) based on the Parent's
inclusion of a "record holder condition" in the DCA tender offer. This condition
was removed by the Parent shortly after the tender offer began and after the SEC
had granted authority to the Enforcement Staff to seek injunctive relief. The
SEC Enforcement Staff has also indicated that it intends to recommend the
initiation of administrative proceedings seeking a cease and desist order and
disgorgement of profits, pertaining to alleged violations of Rules 14d-6(d) and
14d-4(c) in connection with the Parent's closing of the DCA tender offer on June
13, 1997. The SEC Enforcement Staff has asserted that the Parent's decision to
close the DCA tender offer and purchase approximately 10% of DCA's outstanding
shares was a material change in the conditions of such offer, including its
"poison pill condition" and "interfering transaction condition," each of which
was effected without adequate notice to DCA shareholders. According to the SEC
Enforcement Staff, the tender offer's conditions precluded the Parent from
closing as long as (i) DCA's "poison pill" remained in place, even if the Parent
acquired shares insufficient to trigger the "poison pill"; and (ii) DCA's merger
agreement with another company, CTS Corporation, remained in place. The Parent
believes that its tender offer complied in all respects with Sections 14(d) and
14(e) and the rules thereunder and that no violation of law occurred.
Except as set forth above, during the past five years neither the
Parent nor the Purchaser, nor, to the knowledge of the Parent or the Purchaser,
any of the persons listed in Schedule I hereto has been a party to a civil
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<PAGE>
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding any violation of such laws.
10. SOURCE AND AMOUNT OF FUNDS.
The Purchaser estimates that the total amount of funds required to
purchase all of the Shares pursuant to the Offer and to pay all related costs
and expenses will be approximately $350 million. The Purchaser plans to obtain
such funds through capital contributions or advances made by the Parent. The
indebtedness under the Company's principal existing credit facility may be
accelerated upon a change of control transaction (including the acquisition of
20% or more of the Shares). If the lenders under that facility elect to so
accelerate the Company's indebtedness, the Purchaser and the Parent will require
additional funds to repay that debt. The Company reported that at September 30,
1997 its total long-term debt (including the current portion of long-term debt)
was approximately $182 million.
The Parent currently has on hand approximately $300 million of cash and
marketable securities. The Parent contemplates obtaining the additional monies
necessary to fund this Offer, the Proposed Merger and the potential refinancing
of the Company's existing indebtedness through borrowings from a syndicate of
commercial banks under a revolving credit facility. The Parent has held
discussions with a major money center financial institution which would act as
the lead bank for such a facility. Based on those discussions, the Parent
believes that it can obtain such funding on commercially reasonable terms. Prior
to the expiration of this Offer, the Parent plans to negotiate and finalize the
documentation for such a facility.
THE OFFER IS NOT CONDITIONED UPON THE PURCHASER OBTAINING FINANCING.
11. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.
In the ordinary course of the Parent's long-term strategic review
process, the Parent and its subsidiaries routinely analyze potential
combinations with various companies. Recently, the Parent has placed particular
emphasis on studies of the Company, considering it to be an ideal candidate for
such a combination.
On the morning of December 15, 1997, the Parent sent the following
letter to the Chairman of the Company regarding a proposed business combination
between the Company and the Parent:
"Dear Mr. Daniel:
I will be calling you later this morning to discuss WHX's
interest in acquiring your company for $30.00 per share in cash. As you
recognize this offer represents a very attractive premium to the company's
current and historic market price. I hope we can have an amicable and productive
dialogue on the merits of this offer and the benefits it would bring to your
senior management team, employees at large and the company's shareholders. We
also look forward to having an opportunity to discuss this offer directly with
your Board of Directors.
Attached for your information is a press release which we will
be issuing later today. It outlines our plan to commence an any and all cash
tender offer tomorrow at $30.00 per share, subject to a number of conditions
including approval by your Board of Directors under the Shareholder Rights Plan
and the Business Combination statute (Section 912) of the New York law. The
tender offer will not be subject to financing. The complete details of the
tender offer will be set forth in a filing to be made on Tuesday with the SEC.
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<PAGE>
I am available to meet with you or your representatives to
discuss this matter at your earliest convenience.
Very truly yours,
Ronald LaBow
Chairman"
Later on December 15, 1997, the Parent issued the following press
release:
"WHX OFFERS TO ACQUIRE
HANDY & HARMAN AT $30 PER SHARE
New York--December 15, 1997--WHX Corporation (NYSE: WHX) announced
today that it is seeking to acquire Handy & Harman (NYSE: HNH) for $30.00 per
share (approximately $360 million) through an amicable negotiated transaction.
Toward that end, earlier today WHX sent a proposal letter to Mr. Richard Daniel,
the Company's Chairman.
In that letter Mr. Ronald LaBow, the Chairman of WHX, expressed the
hope that WHX could have "an amicable and productive dialogue on the merits of
this offer and the benefits which a combination of our companies would bring to
your senior management team, employees at large and the company's shareholders."
In fact, the offer represents a 34.8% premium over Friday's closing price.
Mr. LaBow's letter also outlines WHX's plan to commence tomorrow a cash
tender offer for any and all shares of Handy & Harman common stock at $30.00 per
share. This tender offer will not be subject to any minimum number of shares
being tendered, nor will it be subject to financing. However, the tender offer
will be subject to a number of conditions, including the inapplicability of the
Company's Shareholder Rights Plan and Section 912 of the New York Business
Corporation Law, in the event that WHX were to purchase 20% or more of the
Company's shares.
It is anticipated that the expiration and withdrawal date for the
tender offer will be Friday, January 16, 1998. Further details will be contained
in a filing which WHX will be making with the SEC.
WHX currently owes approximately 4.9% of Handy & Harman's shares, which
it purchased in open market transactions over the past few months."
* * * * *
Depending on the Company's response, the Parent may take such further
actions as it deems appropriate to achieve its objective of acquiring control of
the Company, including conducting a proxy contest at the next annual meeting.
However, the Parent has not yet made any determination whether to do so. See
also "Introduction" for a description of various actions which Parent and the
Purchaser may take if the Company does not act in a timely manner to assist in
satisfying the Business Combination Condition or the Rights Condition, or in the
event that the Company takes any of the actions described in the Defensive
Action Condition.
Other than as set forth above, there have not been any contacts,
negotiations or transactions between the Parent or the Purchaser, or their
respective subsidiaries, or, to the knowledge of the Parent or the Purchaser,
any of the persons listed in Schedule I hereto, on the one hand, and the Company
or its executive officers, directors or affiliates, on the other hand,
concerning a merger, consolidation or acquisition, tender offer or other
acquisition of securities, election of directors, or a sale or other transfer of
a material amount of assets.
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<PAGE>
12. PURPOSE OF THE OFFER; PROPOSED MERGER; PLANS FOR THE COMPANY.
Purpose of the Offer. The purpose of the Offer is for the Parent,
through the Purchaser, to acquire control of, and the entire equity interest in,
the Company.
The Proposed Merger. The Parent and the Purchaser currently intend, as
soon as practicable following completion of the Offer, to seek to consummate the
Proposed Merger. The Parent and the Purchaser intend that in the Proposed
Merger, each then outstanding Share (other than Shares owned by the Parent, the
Purchaser or any of their wholly owned subsidiaries and Shares held in the
treasury of the Company) would be converted into the right to receive $30 in
cash, without interest. Pursuant to the NYBCL, consummation of the Proposed
Merger would require the adoption of a resolution by the Company's Board of
Directors approving the Proposed Merger and the affirmative vote of the holders
of two-thirds of all of the Shares entitled to vote. Consummation of the
Proposed Merger would also require approval by the Parent, as the sole
shareholder of the Purchaser. Accordingly, the timing and final terms of the
Proposed Merger will depend on a variety of factors and legal requirements, the
actions of the Board of Directors of the Company, the number of Shares acquired
by the Purchaser pursuant to the Offer and whether the Business Combination
Condition and the Rights Condition have been satisfied.
Shareholders do not have statutory appraisal rights as a result of the
Offer. However, if the Proposed Merger is consummated, shareholders of the
Company at the time of the Proposed Merger will have certain rights to dissent
and demand appraisal of their Shares under the NYBCL. Dissenting shareholders
who comply with the requisite statutory procedures in accordance with Section
623 of the NYBCL will be entitled to a judicial determination and payment of the
"fair value" of their Shares as of the close of business on the day prior to the
date of shareholder authorization of the Proposed Merger, together with interest
thereon, at such rate as the court finds equitable, from the date the Proposed
Merger is consummated until the day of payment. Under the NYBCL, in fixing the
fair value of the Shares, a court would consider the nature of the transaction
giving rise to the shareholders' right to receive payment for Shares and its
effects on the Company and its shareholders, the concepts and methods then
customary in the relevant securities and financial markets for determining fair
value of shares of a corporation engaging in a similar transaction under
comparable circumstances, and all other relevant factors. The value so
determined could be more or less than the purchase price offered pursuant to the
Offer or the Proposed Merger.
The SEC has adopted Rule 13e-3 under the Exchange Act, which is
applicable to certain "going private" transactions and which may under certain
circumstances be applicable to the Proposed Merger following the purchase of
Shares pursuant to the Offer. Rule 13e-3 should not be applicable to the
Proposed Merger if the Proposed Merger is consummated within one year after the
expiration or termination of the Offer and the price paid in the Proposed Merger
is not less than the per Share price paid pursuant to the Offer. However, in the
event that the Purchaser is deemed to have acquired control of the Company
pursuant to the Offer and if the Proposed Merger is consummated more than one
year after completion of the Offer or an alternative acquisition transaction is
effected whereby shareholders of the Company receive consideration less than
that paid pursuant to the Offer, in either case at a time when the Shares are
still registered under the Exchange Act, the Purchaser may be required to comply
with Rule 13e-3 under the Exchange Act. If applicable, Rule 13e-3 would require,
among other things, that certain financial information concerning the Company
and certain information relating to the fairness of the Proposed Merger or such
alternative transaction and the consideration offered to the shareholders other
than the Purchaser, the Parent and their affiliates in the Proposed Merger or
such alternative transaction, be filed with the SEC and disclosed to
shareholders prior to consummation of the Proposed Merger or such alternative
transaction. If such registration were terminated, Rule 13e-3 would be
inapplicable to any such transaction.
The Purchaser reserves the right to purchase, following consummation,
termination, or withdrawal of the Offer, additional Shares or Rights in the open
market, in privately negotiated transactions, in another tender offer or
exchange offer or otherwise. In addition, in the event that the Purchaser
decides not to propose the Proposed Merger, to propose a merger on terms other
than those described above, or to withdraw any merger previously
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<PAGE>
proposed, the Purchaser will evaluate its other alternatives. These alternatives
could include purchasing Shares or Rights in the open market, in privately
negotiated transactions, in another tender offer or exchange offer or otherwise,
or taking no further action to acquire Shares or Rights. Any additional
purchases of Shares or Rights could be at a price greater or less than the price
to be paid for Shares and Rights in the Offer and could be for cash or other
consideration. Alternatively, the Purchaser and the Parent may sell or otherwise
dispose of any or all Shares or Rights acquired pursuant to the Offer or
otherwise. Such transactions may be effected on terms and at prices then
determined by the Purchaser and the Parent, which may vary from the price
proposed to be paid for Shares and Rights in the Offer.
Plans For the Company. The Purchaser and the Parent have no present
intention to make any significant changes in the business strategies of the
Company, and they have not identified any specific assets, corporate structure,
or other business strategy which warrants change. However, the Purchaser has
made a preliminary review of, and will continue to review, on the basis of
available information, various possible business strategies that it might
consider if it acquires control of the Company. If the Purchaser acquires
control of the Company, the Purchaser intends to conduct a detailed review of
the Company and its assets, corporate structure, dividend policy,
capitalization, operations, properties, policies, management and personnel and
consider what, if any, changes or sale of assets would be desirable in light of
the circumstances which then exist.
Except as noted in this Offer to Purchase, neither the Parent nor the
Purchaser has any present plans or proposals that would result in an
extraordinary corporate transaction, such as a reorganization, liquidation,
relocation of operations, or sale or transfer of assets, involving the Company
or any of its subsidiaries, or any material changes in the Company's corporate
structure, business or composition of its board of directors, management or
personnel.
13. DIVIDENDS AND DISTRIBUTIONS.
If, on or after the date of this Offer to Purchase, the Company should
(i) split, combine or otherwise change the Shares or its capitalization, (ii)
issue or sell any additional securities of the Company or otherwise cause an
increase in the number of outstanding securities of the Company or (iii) acquire
currently outstanding Shares or otherwise cause a reduction in the number of
outstanding Shares, then, without prejudice to the Purchaser's rights under
Sections 1 and 14, the Purchaser, in its sole discretion, may make such
adjustments as it deems appropriate in the purchase price and other terms of the
Offer, including, without limitation, the amount and type of securities offered
to be purchased.
If, on or after the date of this Offer to Purchase, the Company should
declare or pay any dividend on the Shares, other than regular quarterly
dividends not to exceed $.06 per Share, or make any distribution (including,
without limitation, the issuance of additional Shares pursuant to a stock
dividend or stock split, the issuance of other securities or the issuance of
rights for the purchase of any securities) with respect to the Shares that is
payable or distributable to shareholders of record on a date prior to the
transfer to the name of the Purchaser or its nominee or transferee on the
Company's stock transfer records of the Shares purchased pursuant to the Offer,
then, without prejudice to the Purchaser's rights under Sections 1 and 14, (i)
the purchase price per Share payable by the Purchaser pursuant to the Offer will
be reduced by the amount of any such cash dividend or cash distribution, and
(ii) any such non-cash dividend, distribution or right to be received by the
tendering shareholders will be received and held by such tendering shareholders
for the account of the Purchaser and will be required to be promptly remitted
and transferred by each such tendering shareholder to the Depositary for the
account of the Purchaser, accompanied by appropriate documentation of transfer.
Pending such remittance and subject to applicable law, the Purchaser will be
entitled to all rights and privileges as owner of any such non-cash dividend,
distribution or right and may withhold the entire purchase price or deduct from
the purchase price the amount of value thereof, as determined by the Purchaser
in its sole discretion.
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14. CONDITIONS OF THE OFFER.
Notwithstanding any other provisions of the Offer, and in addition to
(and not in limitation of) the Purchaser's right to extend and amend the Offer
at any time in its reasonable discretion, the Purchaser shall not be required to
accept for payment or, subject to any applicable rules and regulations of the
SEC, including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's
obligation to pay for or return tendered Shares promptly after termination or
withdrawal of the Offer), pay for, and may delay the acceptance for payment of
or, subject to the restriction referred to above, the payment for, any tendered
Shares, and may terminate the Offer as to any Shares not then paid for, if in
the reasonable judgment of the Purchaser, at any time on or after December 15,
1997 and prior to the acceptance for payment of, or payment for, such Shares,
(i) the Business Combination Condition, the Rights Condition, the Defensive
Action Condition or the HSR Condition has not been satisfied, or (ii) any of the
following events shall occur or shall be determined by the Purchaser to have
occurred:
(a) there shall have been threatened, instituted or pending
any action, proceeding, claim or application by any government or
governmental regulatory or administrative authority or agency,
domestic, foreign or supranational, or by any other person, domestic or
foreign, before any court or governmental, regulatory or administrative
agency, authority or tribunal, domestic, foreign or supranational, that
(i) challenges or seeks to make illegal, to delay or otherwise directly
or indirectly to restrain or prohibit, or which is likely to impose, in
the reasonable judgment of the Purchaser, voting, procedural, price or
other requirements in connection with the acquisition of Shares by the
Purchaser or any of its affiliates, the making of the Offer, the
acceptance for payment of or payment for Shares by the Purchaser or any
of its affiliates or the consummation of the Proposed Merger or any
other business combination involving the Company or the performance of
any of the contracts or other arrangements entered into by the
Purchaser or any of its affiliates in connection with the acquisition
of the Company or seek to obtain any material damages as a result
thereof or otherwise directly or indirectly relating to the Offer or
the Proposed Merger or such other business combination, (ii) seeks to
restrain, prohibit or limit the exercise of full rights of ownership or
operation by the Purchaser or any of its affiliates of all or any
portion of the business or assets of the Company or any of its
subsidiaries or the Purchaser or any of its affiliates or to compel the
Purchaser or any of its affiliates to dispose of or to hold separately
all or any portion of the business or assets of the Company or any of
its subsidiaries or the Purchaser or any of its affiliates, (iii) seeks
to impose or confirm limitations on the ability of the Purchaser or any
of its affiliates effectively to acquire or hold or to exercise full
rights of ownership of Shares, including without limitation the right
to vote the Shares acquired or owned by the Parent or the Purchaser or
any of its affiliates on all matters properly presented to the
shareholders of the Company, or the right to vote any shares of capital
stock of any subsidiary directly or indirectly owned by the Company,
(iv) seeks to require divestiture by the Parent or the Purchaser or any
of its affiliates of any Shares, (v) might result, in the reasonable
judgment of the Purchaser, in a diminution of the benefits expected to
be derived by the Purchaser or any of its affiliates as a result of the
Offer or the Proposed Merger or any other business combination
involving the Company, or in a diminution of the value of the Shares or
the Company or any of its subsidiaries to the Purchaser or any of its
affiliates, or (vi) challenges or adversely affects the Proposed Merger
or any other business combination involving the Company; or
(b) other than the waiting period under the HSR Act and the
necessity for the approvals and other actions by any domestic (federal
and state) or foreign or supranational governmental, administrative or
regulatory agency described in Section 15, there shall have been
proposed, sought, promulgated, enacted, entered, enforced or deemed
applicable to the Offer, the Proposed Merger or any other business
combination involving the Company, by any government or governmental,
regulatory or administrative agency or authority or by any court or
tribunal, in each case whether domestic, foreign or supranational, any
statute, rule, regulation, judgment, decree, decision, order or
injunction that, in the reasonable judgment of the Purchaser, might,
directly or indirectly, result in any of the consequences referred to
in clauses (i) through (vi) of paragraph (a) above; or
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(c) any change (or any condition, event or development
involving a prospective change) shall have occurred or been threatened
in the business, properties, assets, liabilities, shareholders' equity,
financial condition, capitalization, licenses, franchises, permits,
operations, results of operations or prospects of the Company or any of
its subsidiaries or affiliates (or the Purchaser shall have become
aware thereof) or in general economic or financial market conditions in
the United States or abroad that, in the reasonable judgment of the
Purchaser, is or may be materially adverse to the Company or any of its
subsidiaries or affiliates, or the Purchaser shall have become aware of
any facts that, in the reasonable judgment of the Purchaser, have or
may have material adverse significance with respect to either the value
of the Company or any of its subsidiaries or affiliates, or the value
of the Shares to the Parent or the Purchaser or any of its affiliates;
or
(d) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on any national
securities exchange or in the United States over-the-counter market,
(ii) the declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, (iii) any material
adverse change (or any existing or threatened condition, event or
development involving a prospective material adverse change) in United
States or any other currency exchange rates or a suspension of, or a
limitation on, the markets therefor, (iv) any other material adverse
change in the market price of the Shares or in the United States
securities or financial markets generally, including without
limitation, a decline of at least 10% in either the Dow Jones Average
of Industrial Stocks or the Standard & Poor's 500 Stock Index from
December 15, 1997 through the date of termination or expiration of the
Offer, (v) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States, (vi) any limitation (whether or not mandatory) by any
governmental authority or any other event that, in the reasonable
judgment of the Purchaser, may have material adverse significance with
respect to the extension of credit by banks or other lending
institutions or the financing of the Offer or the Proposed Merger or
any other business combination involving the Company or (vii) in the
case of any of the situations described in clauses (i) through (vi)
above existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof; or
(e) a tender or exchange offer for some or all of the Shares
shall have been publicly proposed to be made or shall have been made by
another person (including the Company or any of its subsidiaries or
affiliates), or it shall have been publicly disclosed or the Purchaser
shall have otherwise learned that (i) any person, entity (including the
Company or any of its subsidiaries or affiliates) or "group" (within
the meaning of Section 13(d)(3) of the Exchange Act) shall have
acquired or proposed to acquire beneficial ownership of more than 10%
of any class or series of capital stock of the Company (including the
Shares) through the acquisition of stock, the formation of a group or
otherwise, or shall have been granted any option, right or warrant,
conditional or otherwise, to acquire beneficial ownership of more than
10% of any class or series of capital stock of the Company (including
the Shares), other than acquisitions for bona fide arbitrage purposes
only and other than as disclosed in a Schedule 13D or 13G on file with
the SEC prior to December 15, 1997, (ii) any such person, entity or
group which, prior to such date, had filed such a Schedule with the
SEC, shall have acquired or proposed to acquire, through the
acquisition of stock, the formation of a group or otherwise, beneficial
ownership of additional shares of any class or series of capital stock
of the Company (including the Shares) constituting 2% or more of any
such class or series, or shall have been granted any option, right or
warrant, conditional or otherwise, to acquire beneficial ownership of
shares of any class or series of capital stock of the Company
(including the Shares) constituting 2% or more of any such class or
series, (iii) any person, entity or group shall have entered into a
definitive agreement or an agreement in principle or made a proposal
with respect to a tender or exchange offer for some or all the Shares
or a merger, consolidation or other business combination with or
involving the Company or any of its subsidiaries or affiliates or (iv)
any person, entity or group shall have filed a Notification and Report
Form under the HSR Act or made a public announcement reflecting an
intent to acquire the Company or any of its subsidiaries or any assets
or securities of the Company or any of its subsidiaries; or
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(f) the Company or any of its subsidiaries shall have,
directly or indirectly, (i) split, combined or otherwise changed, or
authorized or proposed the split, combination or other change of, the
Shares or its capitalization, (ii) acquired or otherwise caused a
reduction in the number of, or authorized or proposed the acquisition
or other reduction in the number of, any outstanding Shares (other than
a redemption of the Rights in accordance with the terms of the Rights
Agreement as publicly disclosed to be in effect on December 15, 1997)
or other securities of the Company or any subsidiary thereof, (iii)
issued, distributed or sold, or authorized, proposed or announced the
issuance, distribution or sale of, (A) any additional Shares, shares of
any other class or series of capital stock, other voting securities, or
any securities convertible into or exchangeable or exercisable for any
of the foregoing, or options, rights or warrants, conditional or
otherwise, to acquire any of the foregoing in accordance with their
terms, or (B) any other securities or rights in respect of, in lieu of
or in substitution or exchange for any shares of its capital stock,
(iv) permitted the issuance or sale of any shares of any class of
capital stock or other debt or equity securities of any subsidiary of
the Company or any securities convertible into or exchangeable or
exercisable for any of the foregoing, (v) declared, paid or proposed to
declare or pay any dividend or other distribution, whether payable in
cash, securities or other property, on, or in respect of, any Shares
(other than a redemption of the Rights in accordance with the Rights
Agreement as publicly disclosed to be in effect on December 15, 1997
and distributions of regular quarterly dividends not to exceed $.06 per
Share), (vi) altered or proposed to alter any material term of any
outstanding security of the Company or any of its subsidiaries
(including the Rights), (vii) issued, distributed or sold, or
authorized or proposed the issuance, distribution or sale of, any debt
securities or securities convertible into or exchangeable or
exercisable for debt securities or any rights, warrants or options
entitling the holder thereof to purchase or otherwise acquire any debt
securities, or otherwise incurred, authorized or proposed the
incurrence of, any debt other than in the ordinary course of business
and consistent with past practice or any debt containing burdensome
covenants, (viii) authorized, recommended, proposed, effected or
announced its intention to engage in any merger (other than the
Proposed Merger), consolidation, liquidation, dissolution, business
combination, acquisition (including by way of exchange) of assets or
securities, disposition (including by way of exchange) of assets or
securities, joint venture, any release or relinquishment of any
material contract or other rights of the Company or any of its
affiliates or any comparable event not in the ordinary course of
business, (ix) authorized, recommended, proposed or announced its
intent to enter into, or entered into any agreement or arrangement with
any person, entity or group that in the reasonable judgment of the
Purchaser, has or may have material adverse significance with respect
to the value of the Company or any of its affiliates, or the value of
the Shares to the Purchaser or any of its affiliates, (x) amended or
proposed, adopted or authorized any amendment (other than any amendment
which provides that the Rights are inapplicable to the Offer and the
Proposed Merger) to the Charter or the By-Laws or similar
organizational documents of the Company or any of its subsidiaries or
the Rights Agreement or the Purchaser shall have learned that the
Company or any of its subsidiaries shall have proposed or adopted any
such amendment which shall not have been previously disclosed, (xi)
entered into or amended any employment, severance or similar agreement,
arrangement or plan with or for the benefit of any employee of the
Company or any of its subsidiaries (other than in the ordinary course
of business) or so as to provide for increased or accelerated benefits
to employees as a result of or in connection with the making of the
Offer, the acceptance for payment of or payment for Shares by the
Purchaser or the consummation by the Purchaser or any of its affiliates
of the Proposed Merger or any other business combination involving the
Company, (xii) except as may be required by law, taken any action to
terminate or amend any employee benefit plan (as defined in Section
3(2) of the Employee Retirement Income Security Act of 1974, as
amended) of the Company or any of its affiliates, or the Purchaser
shall have become aware of any such action which shall not have been
previously disclosed, or (xiii) agreed in writing or otherwise to take
any of the foregoing actions; or
(g) the Purchaser shall become aware (i) that any material
contractual right of the Company or any of its subsidiaries shall be
impaired or otherwise adversely affected or that any material amount of
indebtedness of the Company or any of its subsidiaries shall become
accelerated or otherwise become due or become subject to acceleration
prior to its stated due date, in each case with or without notice or
the
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lapse of time or both, as a result of or in connection with the Offer
or the consummation by the Purchaser or any of its affiliates of the
Proposed Merger or any other business combination involving the
Company, (ii) of any covenant, term or condition in any of the
instruments or agreements of the Company or any of its subsidiaries
that, in the reasonable judgment of the Purchaser, is or may be
(whether considered alone or in the aggregate with other such
covenants, terms or conditions) materially adverse to either the value
of the Company or any of its subsidiaries (including without limitation
any event of default that may occur as a result of or in connection
with the Offer, the consummation by the Purchaser or any of its
affiliates of the Proposed Merger or any other business combination
involving the Company) or the value of the Shares to the Purchaser or
any of its affiliates or the consummation by the Purchaser or any of
its affiliates of the Proposed Merger or any other business combination
involving the Company, or (iii) that any report, document, instrument,
financial statement or schedule of the Company filed with the SEC
contained, when filed, an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading; or
(h) any approval, permit, authorization or consent of any
domestic or foreign or supranational governmental, administrative or
regulatory agency (federal, state, local, provincial or otherwise)
(including those described or referred to in Section 15) which is
required or believed to be appropriate shall not have been obtained on
terms satisfactory to the Parent in its reasonable discretion; or
(i) the Purchaser or any of its affiliates shall have entered
into a definitive agreement or announced an agreement in principle with
respect to the Proposed Merger or any other business combination with
the Company or any of its affiliates or the purchase of any material
portion of the securities or assets of the Company or any of its
subsidiaries, or the Purchaser or any of its affiliates and the Company
shall have agreed that the Purchaser shall amend or terminate the Offer
or postpone payment for the Shares pursuant thereto.
The foregoing conditions (in addition to the Business Combination
Condition, the Rights Condition, the Defensive Action Condition and the HSR
Condition described in the Introduction) are for the sole benefit of the
Purchaser and may be waived by the Purchaser in whole or in part at any time and
from time to time in its reasonable discretion. Any determination by the
Purchaser concerning the events described above shall be final and binding upon
all parties including tendering shareholders. The failure by the Purchaser at
any time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time.
The Business Combination Condition and the Rights Condition shall be
deemed to be satisfied if at the expiration of the Offer the number of Shares
validly tendered and not withdrawn, together with the Shares beneficially owned
by the Parent and the Purchaser, is less than 20% of the outstanding Shares.
A public announcement will be made of a material change in, or waiver
of, such conditions, to the extent required by Rules 14d-4(c) and 14d-6(d) under
the Exchange Act, and the Offer will be extended in connection with any such
change or waiver to the extent required by such rules.
15. CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS.
General. Except as set forth below, based upon an examination of
publicly available filings made by the Company with the SEC and other publicly
available information concerning the Company, neither the Purchaser nor the
Parent is aware of any licenses or other regulatory permits that appear to be
material to the business of the Company and its subsidiaries, taken as a whole,
that might be adversely affected by the Purchaser's acquisition of Shares (and
the indirect acquisition of the stock of the Company's subsidiaries) as
contemplated herein, or of any filings, approvals or other actions by or with
any domestic (federal or state), foreign or supranational governmental
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authority or administrative or regulatory agency that would be required prior to
the acquisition of Shares (or the indirect acquisition of the stock of the
Company's subsidiaries) by the Purchaser pursuant to the Offer as contemplated
herein. Should any such approval or other action be required, it is the
Purchaser's present intention to seek such approval or action. However, the
Purchaser does not presently intend to delay the purchase of Shares tendered
pursuant to the Offer pending the receipt of any such approval or the taking of
any such action (subject to the Purchaser's right to delay or decline to
purchase Shares if any of the conditions in Section 14 shall have occurred).
There can be no assurance that any such approval or other action, if needed,
would be obtained without substantial conditions or that adverse consequences
might not result to the business of the Company, the Parent or the Purchaser or
that certain parts of the businesses of the Company, the Parent or the Purchaser
might not have to be disposed of or held separate or other substantial
conditions complied with in order to obtain such approval or other action or in
the event that such approval was not obtained or such other action was not
taken, any of which could cause the Purchaser to elect to terminate the Offer
without the purchase of the Shares thereunder. The Purchaser's obligation under
the Offer to accept for payment and pay for Shares is subject to certain
conditions, including conditions relating to the legal matters discussed in this
Section 15. See Section 14.
State Takeover Statutes. The Company is incorporated under the laws of
New York. In general, Section 912 of the NYBCL prohibits a New York corporation
from engaging in a "Business Combination" (defined as any of a variety of
transactions including mergers) with an "Interested Shareholder" (defined
generally as a person owning shares entitled to cast at least 20% of the voting
power of a corporation) for a period of five years following the date such
person became an Interested Shareholder, unless, before such person became an
Interested Shareholder, the corporation's board of directors approved either the
Business Combination or the transaction in which the shareholder became an
Interested Shareholder.
A number of other states have adopted laws and regulations applicable
to attempts to acquire securities of corporations that are incorporated, or have
substantial assets, shareholders, or whose business operations otherwise have
substantial economic effects in such states. The Company, directly or through
subsidiaries, conducts business in a number of states throughout the United
States, some of which may have enacted takeover laws as described above. The
Purchaser does not believe that any such takeover statutes are applicable to the
Offer or the Proposed Merger and has not attempted to comply with any such state
takeover statutes in connection therewith. The Purchaser reserves the right to
challenge the validity or applicability of any state law allegedly applicable to
the Offer or the Proposed Merger and nothing in this Offer to Purchase nor any
action taken in connection herewith is intended as a waiver of that right.
Antitrust. Under the HSR Act and the rules that have been promulgated
thereunder, certain acquisition transactions may not be consummated unless
certain information has been furnished to the Antitrust Division and the FTC and
certain waiting period requirements have been satisfied. The acquisition of
Shares pursuant to the Offer is subject to such requirements. See the
Introduction and Section 14.
The Parent will file on the date hereof with the FTC and the Antitrust
Division a Premerger Notification and Report Form in connection with the
purchase of Shares pursuant to the Offer. Under the provisions of the HSR Act
applicable to the Offer, the purchase of Shares pursuant to the Offer may not be
consummated until the expiration of a 15-calendar day waiting period following
the filing by the Parent and notification to the Company of such filing.
Accordingly, it is expected that the waiting period under the HSR Act applicable
to the Offer will expire at 11:59 p.m., New York City time, on Friday, January
2, 1998, unless, prior to the expiration or termination of the waiting period,
the FTC or the Antitrust Division extends the waiting period by requesting
additional information or documentary material from the Parent. If either the
FTC or the Antitrust Division were to request additional information or
documentary material from the Parent, the waiting period would expire at 11:59
p.m., New York City time, on the tenth calendar day after the date of
substantial compliance by the Parent with such request. Thereafter, the waiting
period could be extended by court order or by consent of the Parent. The waiting
period under the HSR Act may be terminated by the FTC and the Antitrust Division
prior to its expiration. If the acquisition of Shares is delayed pursuant to a
request by the FTC or the Antitrust Division for additional information
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or documentary material pursuant to the HSR Act, the Offer may, but need not, be
extended and in any event the purchase of and payment for Shares will be
deferred until ten days after the request is substantially complied with, unless
the waiting period is sooner terminated by the FTC and the Antitrust Division.
Only one extension of such waiting period pursuant to a request for additional
information is authorized by the HSR Act and the rules promulgated thereunder,
except by court order or by consent of the Parent. Any such extension of the
waiting period will not give rise to any withdrawal rights not otherwise
provided for by applicable law. See Section 4. Although the Company is required
to file certain information and documentary material with the Antitrust Division
and the FTC in connection with the Offer, neither the Company's failure to make
such filings nor a request from the Antitrust Division or the FTC for additional
information or documentary material made to the Company will extend the waiting
period.
The FTC and the Antitrust Division frequently scrutinize the legality
under the antitrust laws of transactions such as the proposed acquisition of
Shares by the Purchaser pursuant to the Offer. At any time before or after the
purchase by the Purchaser of Shares pursuant to the Offer, either the FTC or the
Antitrust Division could take such action under the antitrust laws as it deems
necessary or desirable in the public interest, including seeking to enjoin the
purchase of Shares pursuant to the Offer or seeking the divestiture of Shares
purchased by the Purchaser or the divestiture of substantial assets of the
Parent, its subsidiaries or the Company. Private parties and state attorneys
general may also bring legal action under federal or state antitrust laws under
certain circumstances.
Based upon an examination of publicly available information relating to
the businesses in which the Company is engaged, the Parent believes that the
acquisition of Shares pursuant to the Offer and the Proposed Merger would not
violate antitrust laws. The Parent believes that retention of all of the
operations of the Company and the Parent should be permitted under the antitrust
laws. Nevertheless, there can be no assurance that a challenge to the Offer on
antitrust grounds will not be made, or, if such challenge is made, what the
result will be.
16. FEES AND EXPENSES.
The Purchaser has retained Innisfree M&A Incorporated to act as the
Information Agent in connection with the Offer. The Information Agent may
contact holders of Shares by mail, telephone, facsimile, telegraph and personal
interviews and may request brokers, dealers and other nominee shareholders to
forward materials relating to the Offer to beneficial owners of Shares. The
Information Agent will receive reasonable and customary compensation for its
services, will be reimbursed for certain reasonable out-of-pocket expenses and
will be indemnified against certain liabilities and expenses in connection
therewith, including certain liabilities under the federal securities laws.
In addition, Harris Trust Company of New York has been retained as the
Depositary. The Depositary has not been retained to make solicitations or
recommendations in its role as Depositary. The Depositary will receive
reasonable and customary compensation for its services, will be reimbursed for
certain reasonable out-of-pocket expenses and will be indemnified against
certain liabilities and expenses in connection therewith, including certain
liabilities under the federal securities laws.
Except as set forth above, the Purchaser will not pay any fees or
commissions to any broker or dealer or any other person for soliciting tenders
of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust
companies will, upon request only, be reimbursed by the Purchaser for customary
mailing and handling expenses incurred by them in forwarding material to their
customers.
17. MISCELLANEOUS.
The Purchaser is not aware of any jurisdiction where the making of the
Offer is prohibited by any administrative or judicial action pursuant to any
valid state statute. If the Purchaser becomes aware of any valid state statute
prohibiting the making of the Offer or the acceptance of the Shares pursuant
thereto, the Purchaser will make a good faith effort to comply with such state
statute. If, after such good faith effort, the Purchaser cannot comply with any
such state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the
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holders of Shares in such state. In any jurisdiction where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of the Purchaser by one or more
registered brokers or dealers which are licensed under the laws of such
jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PARENT OR THE PURCHASER NOT CONTAINED IN THIS
OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
The Parent and the Purchaser have filed with the SEC a Tender Offer
Statement on Schedule 14D-1, together with exhibits (the "Schedule 14d-1"),
pursuant to Rule 14d-3 under the Exchange Act, furnishing certain additional
information with respect to the Offer. The Schedule 14D-1, and any amendments
thereto, may be inspected at, and copies may be obtained from, the same places
and in the same manner as set forth in Section 8 (except that they will not be
available at the regional offices of the SEC).
HN ACQUISITION CORP.
December 16, 1997
-27-
<PAGE>
SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE
OFFICERS OF THE PARENT AND THE PURCHASER
Directors and Executive Officers of the Parent. The following table
sets forth the name, business address, present principal occupation, and
employment and material occupations, positions, offices, or employments for the
past five years of certain directors, officers and employees of the Parent.
Unless otherwise indicated, the principal business address of each executive
officer of the Parent is 110 East 59th Street, New York, NY 10022 and each
occupation set forth opposite an individual's name refers to employment with the
Parent. Where no date is given for the commencement of the indicated office or
position, such office or position was assumed prior to December 15, 1992. Each
person listed below is a citizen of the United States.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
- -------------------------------------------------- --------------------------------------------------------------
<S> <C>
Neil D. Arnold.................................. Director. Group Finance Director since December
Varity Corporation 1996 and Executive Vice President, Corporate
672 Delaware Avenue Development from April 1996 through December
Buffalo, NY 14209 1996 of Lucas Varity plc, Senior Vice President and
Chief Financial Officer from July 1990 through
April 1996 of Varity Corporation. Lucas Varity plc
designs, manufactures and supplies advanced
technology systems, products and services in the
world's automotive, diesel engine and aerospace
industries.
James H. Bischoff............................... Vice President - Commercial since August 1997. Mr.
Bischoff was previously employed as Vice President-
Sales and Marketing for Quanex Corporation since
1993. Prior to 1993, Mr. Bischoff was employed by
Bethlehem Steel Corporation for 32 years, most
recently as District Sales Manager.
Paul W. Bucha................................... Director. President, Paul W. Bucha & Company, Inc.,
Paul W. Bucha and Company, Inc. an international marketing consulting firm; President,
Foot of Chapel Avenue BLHJ, Inc., an international consulting firm; President,
Jersey City, NJ 07305 Congressional Medal of Honor Society of U.S. since
September 1995.
Robert A. Davidow............................... Director. Private Investor; Director, Arden Group,
11601 Wilshire Boulevard Inc.
Suite 1940
Los Angeles, CA 90025
William Goldsmith............................... Director. Management and Marketing Consultant;
Fiber Fuel International, Inc. Chairman and Chief Executive Officer of Overspin
221 Executive Circle Golf, since January 1994; Chairman of the Board and
Suite II Chief Executive Officer of Fiber Fuel International,
Savannah, GA 31406 Inc., since 1994.
</TABLE>
-28-
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
- -------------------------------------------------- --------------------------------------------------------------
<S> <C>
Ronald LaBow.................................... Director. Chairman of the Board; President, Stonehill
Investment Corp.; Director of Regency Equities Corp.,
a real estate company.
Howard Mileaf................................... Vice President, Special Counsel since April 1993;
Trustee/Director of Neuberger & Berman Equity
Mutual Funds.
Paul J. Mooney.................................. Chief Financial Officer; Executive Vice President -
Finance of the Company and Wheeling-Pittsburgh
Steel Corporation ("WPSC") since November 1997.
Prior to joining the Company Mr. Mooney was a
partner with Price Waterhouse LLP.
James E. Muldoon................................ Vice President - Purchasing since October 1997. Mr.
Muldoon was previously employed with U.S. Steel
Group of USX Corporation for 34 years, most
recently as General Manager of Purchasing.
Marvin L. Olshan................................ Director. Secretary; Partner, Olshan Grundman Frome
Olshan Grundman Frome & & Rosenzweig LLP.
Rosenzweig LLP
505 Park Avenue
New York, NY 10022
John R. Scheessele.............................. Director, President and Chief Executive Officer;
President, Chief Executive Officer and Chairman of
the Board of WPSC.
Garen Smith..................................... Vice President since October 1995; President and
Chief Executive Offer of Unimast Incorporated, a
wholly- owned subsidiary of WHX.
</TABLE>
-29-
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
- -------------------------------------------------- --------------------------------------------------------------
<S> <C>
Raymond S. Troubh............................... Director. Financial Consultant; Director of ADT
10 Rockefeller Plaza Limited, a provider of electronic security alarm
Suite 712 protection, America West Airlines, Inc., Applied
New York, NY 10021 Power Inc., a manufacturer and distributor of
hydraulic power equipment, ARIAD Pharmaceuticals,
Inc., Becton, Dickinson and Company, a medical
instrumentation and equipment company, Diamond
Offshore Drilling, Inc., Foundation Health Systems,
Inc., General American Investors Company, Olsten
Corporation, a temporary help company, Petrie
Stores Corporation, a retail chain, Time Warner
Inc. and Triarc Companies, Inc.
</TABLE>
-30-
<PAGE>
Directors and Officers of the Purchaser. Set forth below are the name
and position with the Purchaser of each director of the Purchaser. The principal
address of the Purchaser and the current business address of each individual
listed below is 110 East 59th Street, New York, NY 10022. Each such person is a
citizen of the United States. The present principal occupation or employment (in
addition to the position with the Purchaser indicated below), and material
occupations, positions, offices or employments for the past five years of
Messrs. Tabin and Trangucci are set forth below. Information with respect to Mr.
LaBow who is also a Director and executive officer of the Parent, is set forth
above in "Directors and Executive Officers of the Parent".
<TABLE>
<CAPTION>
PRESENT POSITION
WITH PURCHASER AND PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD DURING
NAME THE PAST FIVE YEARS
- -------------------------------------- --------------------------------------------------------------------------
<S> <C>
Ronald LaBow........................ Director; President
Stewart E. Tabin.................... Director; Vice-President; Secretary; Treasurer; Assistant Treasurer
of Parent; Vice President of Stonehill Investment Corp.
Neale X. Trangucci.................. Director; Assistant Treasurer of Parent; Vice President of Stonehill
Investment Corp.
</TABLE>
-31-
<PAGE>
SCHEDULE II
TRANSACTIONS IN THE SECURITIES OF THE COMPANY
The following table sets forth the transactions in Shares by the Parent
and the Purchaser in the past 60 days. Unless otherwise indicated, all such
transactions took place on the NYSE.
Shares of Common Stock Purchase Price Per Share Date of Purchase
- ---------------------- ------------------------ -----------------
25,000 $17.50 August 1, 1997
12,000 $18.69 August 8, 1997
3,000 $19.00 August 11, 1997
11,400 $19.00 August 14, 1997
3,000 $19.00 August 15, 1997
1,500 $19.00 August 18, 1997
6,400 $19.50 August 21, 1997
16,300 $19.25 August 22, 1997
30,000 $19.68 August 26, 1997
10,000 $19.25 August 27, 1997
30,400 $19.98 August 28, 1997
40,100 $20.63 August 29, 1997
25,400 $20.42 September 2, 1997
8,500 $20.60 September 3, 1997
41,200 $20.85 September 4, 1997
11,400 $20.99 September 5, 1997
31,800 $21.10 September 8, 1997
25,100 $23.98 October 10, 1997
21,900 $24.03 October 14, 1997
8,000 $24.31 October 15, 1997
23,800 $25.04 October 16, 1997
21,200 $25.71 October 16, 1997
32,800 $26.36 October 22, 1997
45,800 $26.86 October 23, 1997
15,400 $27.19 October 24, 1997
29,500 $25.60 October 30, 1997
5,100 $24.25 October 31, 1997
10,000 $25.00 November 6, 1997
10,000 $25.25 November 13, 1997
15,000 $23.50 November 21, 1997
5,000 $23.00 November 24, 1997
10,000 $22.63 November 28, 1997
-32-
<PAGE>
Manually executed facsimile copies of the Letter of Transmittal,
properly completed and duly signed, will be accepted. The Letter of Transmittal,
certificates for the Shares and any other required documents should be sent by
each shareholder of the Company or his broker, dealer, commercial bank, trust
company or other nominee to the Depositary at one of its addresses set forth
below:
The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Hand/Overnight Deliver:
Wall Street Station Receive Window
P.O. Box 1023 Water Street Plaza
New York, NY 10268-1023 88 Pine Street, 19th Floor
New York, NY 10005
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636
For Information (call collect):
(212) 701-7624
Any questions or requests for assistance or additional copies of the
Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to the Information Agent at its telephone number and
address set forth below. You may also contact your broker, dealer, commercial
bank or trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
Telephone: (212) 750-5833
or
CALL TOLL FREE: (888) 750-5834
[Back cover]
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
HANDY & HARMAN
PURSUANT TO THE OFFER TO PURCHASE, DATED DECEMBER 16, 1997
BY
HN ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY
OF
WHX CORPORATION
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JANUARY 16,
1998, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Hand/Overnight Delivery:
Wall Street Station Receive Window
P.O. Box 1023 Wall Street Plaza
New York, NY 10268-1023 88 Pine Street, 19th Floor
New York, NY 10005
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OR TELEX TRANSMISSION
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 PROVIDED BELOW.
The instructions accompanying this Letter of Transmittal should be read
carefully before this letter of transmittal is completed.
This Letter of Transmittal is to be completed by the shareholders of
Handy & Harman either if certificates evidencing Shares (as defined below) are
to be forwarded herewith, or if delivery of Shares is to be made by book-entry
transfer to the Depositary's account at the Depository Trust Company or the
Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility")
pursuant to the book-entry transfer procedure described in "Procedures for
Tendering Shares" of the Offer to Purchase (as defined below). Delivery of
documents to a Book-Entry Transfer Facility does not constitute delivery to the
Depositary. Unless the Rights are redeemed, holders
<PAGE>
of Shares will also be required to tender one Right for each Share tendered in
order to effect a valid tender of such Shares.
Shareholders whose certificates are not immediately available or who
cannot deliver their certificates for Shares and all other required documents to
the Depositary before the Expiration Date (as defined in the Offer to Purchase)
or whose Shares cannot be delivered on a timely basis pursuant to the procedure
for book-entry transfer must tender their Shares according to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. See
Instruction 2.
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER
FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:_________________________________________
CHECK BOX OF APPLICABLE BOOK-ENTRY TRANSFER FACILITY:
/ / DTC / / PDTC
Account Number:_________________________________________________________________
Transaction Code Number:________________________________________________________
/ / CHECK HERE IF TENDERED SHARES ARE BEING TENDERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s):_______________________________________
Window Ticket Number (if any):_________________________________________
Date of Execution of Notice of Guaranteed Delivery:____________________
Name of Institution which Guaranteed Delivery:_________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, CHECK BOX OF BOOK-ENTRY TRANSFER
FACILITY:
/ / DTC / / PDTC
Account Number:_________________________________________________________________
Transaction Code Number:________________________________________________________
-2-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- -----------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) Share Certificate(s) Tendered
(Please fill in, if blank) (Attach additional list if necessary)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Number of Number of
Certificate Shares Represented Shares
Number(s)* By Certificate(s)* Tendered**
- -----------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
Total Shares
- -----------------------------------------------------------------------------------------------------------------------
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares being delivered to the Depositary are being tendered.
See Instruction 4.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
The names and addresses of the registered holders should be printed, if
not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificates and number of
Shares that the undersigned wishes to tender should be indicated in the
appropriate boxes.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL
CAREFULLY.
-3-
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to HN Acquisition Corp., a New York
corporation ("Purchaser") and a wholly owned subsidiary of WHX Corporation, a
Delaware corporation, the above described shares of common stock, par value
$1.00 per share (the "Shares") of Handy & Harman, a New York corporation (the
"Company"), including the associated Common Stock Purchase Rights (the "Rights")
issued pursuant to the Rights Agreement, dated as of January 26, 1989, as
amended on April 25, 1996 and October 22, 1996, between the Company and
ChaseMellon Shareholder Services L.L.C., as Rights Agent, at a price of $30 per
Share, net to the seller in cash, without interest thereon (the "Offer Price"),
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated December 16, 1997 (the "Offer to Purchase"), and in this Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer"). Unless the Rights are redeemed by the Company, a tender of the Shares
will also constitute a tender of the associated Rights. Unless the context
requires otherwise, all references herein to the Shares shall include the
associated Rights, and all references to the Rights shall include all benefits
that may inure to the holders of the Rights pursuant to the Rights Agreement.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon the
order of, Purchaser all right, title and interest in and to all the Shares that
are being tendered hereby (and any and all non-cash dividends, distributions,
rights, other Shares or other securities issued or issuable in respect thereof
or declared, paid or distributed in respect of such Shares on or after December
16, 1997 (collectively, "Distributions")), purchased pursuant to the Offer and
irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares and all
Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates for such Shares (individually, a "Share Certificate") and all
Distributions, or transfer ownership of such Shares and all Distributions on the
account books maintained by the Book-Entry Transfer Facility, together, in
either case, with all accompanying evidence of transfer and authenticity to, or
upon the order of Purchaser, (ii) present such Shares and all Distributions for
transfer on the books of the Company, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares and all
Distributions, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, that the undersigned own(s) the Shares
tendered hereby and that, when such Shares are accepted for payment by
Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges and encumbrances, and that none of such Shares and Distributions will be
subject to any adverse claim. The undersigned, upon request, shall execute and
deliver all additional documents deemed by the Depositary or Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and all Distributions. In addition, the undersigned shall
remit and transfer promptly to the Depositary for the account of Purchaser all
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance and transfer
or appropriate assurance thereof, Purchaser shall be entitled to all rights and
privileges as owner of each such Distribution and may withhold the entire
purchase price of the Shares tendered hereby or deduct from such purchase price,
the amount or value of such Distribution as determined by Purchaser in its sole
discretion. The undersigned further represents and warrants that the undersigned
has read and agrees to all terms of the Offer.
No authority herein conferred or agreed to be conferred shall be
affected by, and all such authority shall survive, the death or incapacity of
the undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, executors, personal and legal representatives, administrators,
trustees in bankruptcy, successors and assigns of the undersigned. Except as
stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one
of the procedures described in "Procedures for Tendering Shares" of the Offer to
Purchase and in the Instructions hereto will constitute the
-4-
<PAGE>
undersigned's acceptance of the terms and conditions of the Offer. Purchaser's
acceptance for payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the undersigned and Purchaser upon the terms and
subject to the conditions of the Offer. The undersigned recognizes that under
certain circumstances set forth in the Offer to Purchase, Purchaser may not be
required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price and/or return any
certificates evidencing Shares not tendered or accepted for payment, in the
name(s) of the registered holder(s) appearing above under "Description of Shares
Tendered." Similarly, unless otherwise indicated in the box entitled "Special
Delivery Instructions," please mail the check for the purchase price and/or
return any certificates evidencing Shares not tendered or accepted for payment
(and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing above under "Description of Shares Tendered." In
the event that the box entitled "Special Payment Instructions" and/or "Special
Delivery Instructions" are completed, please issue the check for the purchase
price and/or return any certificates for Shares not purchased or not tendered or
accepted for payment in the name(s) of, and/or mail such check and/or return
such certificates to, the person(s) so indicated. Unless otherwise indicated
herein in the box entitled "Special Payment Instructions," please credit any
Shares tendered hereby and delivered by book-entry transfer, but which are not
purchased, by crediting the account at the Book-Entry Transfer Facility
designated above. The undersigned recognizes that Purchaser has no obligation,
pursuant to the Special Payment Instructions, to transfer any Shares from the
name of the registered holder(s) thereof if Purchaser does not accept for
payment any of the Shares tendered hereby.
-5-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------- -------------------------------------------------------
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7 OF THIS (SEE INSTRUCTIONS 1, 5, 6 AND 7 OF THIS
LETTER OF TRANSMITTAL) LETTER OF TRANSMITTAL)
To be completed ONLY if certificates for Shares not To be completed ONLY if certificates for Shares not
tendered or not purchased and/or the check for the tendered or not purchased and/or the check for the
purchase price of Shares purchased are to be issued in purchase price of Shares purchased are to be sent to
the name of someone other than the undersigned. someone other than the undersigned, or to the undersigned
at an address other than that shown above.
Issue check and/or certificates to:
Name:___________________________________________
(PLEASE PRINT) Mail check and/or certificates to:
Address:_________________________________________ Name:__________________________________________
(Include Zip Code) (PLEASE PRINT)
_________________________________________________ Address:_______________________________________
Taxpayer Identification or Social Security Number (INCLUDE ZIP CODE)
(See Substitute Form W-9 on reverse)
_________________________________________________ _______________________________________________
</TABLE>
-6-
<PAGE>
- --------------------------------------------------------------------------------
SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
-----------------------------------
(SIGNATURE(S) OF HOLDER(S)
Dated: , 199__
(Must be signed by registered holder(s) exactly as name(s) appear(s) on share
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please provide the following information. See
Instruction 5 of this Letter of Transmittal.)
Name(s):________________________________________________________________________
(PLEASE PRINT)
Capacity (full title):__________________________________________________________
Address:________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number:_________________________________________________
Tax Identification or Social Security Number:___________________________________
(COMPLETE SUBSTITUTE FOR W-9 ON REVERSE)
- --------------------------------------------------------------------------------
-7-
<PAGE>
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5 OF THIS LETTER OF TRANSMITTAL)
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
(PLEASE PRINT)
Title:__________________________________________________________________________
Name of Firm:___________________________________________________________________
Address:________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number:_________________________________________________
Dated: , 199__
- --------------------------------------------------------------------------------
-8-
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm which is a
bank, broker, dealer, credit union, savings association, or other entity that is
a member in good standing of the Securities Transfer Agents Medallion Program
(each, an "Eligible Institution"). No signature guarantee is required on this
Letter of Transmittal (i) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) of Shares tendered herewith,
unless such holder(s) has completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" included
herein, or (ii) if such Shares are tendered for the account of an Eligible
Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if
certificates evidencing Shares ("Certificates") are to be forwarded herewith or
if Shares are to be delivered by book-entry transfer pursuant to the procedure
set forth in "Procedures for Tendering Shares" of the Offer to Purchase.
Certificates evidencing all tendered Shares, or confirmation of a book-entry
transfer of such Shares, if such procedure is available, into the Depositary's
account at a Book-Entry Transfer Facility pursuant to the procedures set forth
in "Procedures for Tendering Shares" of the Offer to Purchase, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message, as defined below) and any other documents required
by this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date (as defined in "Terms of
the Offer; Expiration Date" of the Offer to Purchase). If Certificates are
forwarded to the Depositary in multiple deliveries, a properly completed and
duly executed Letter of Transmittal must accompany each such delivery.
Shareholders whose Certificates are not immediately available, who cannot
deliver their Certificates and all other required documents to the Depositary
prior to the Expiration Date or who cannot complete the procedure for delivery
by book-entry transfer on a timely basis may tender their Shares pursuant to the
guaranteed delivery procedure described in "Procedures for Tendering Shares" of
the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made
by or through an Eligible Institution; (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser herewith, must be received by the Depositary prior to the Expiration
Date; and (iii) in the case of a guarantee of Shares, the Certificates, in
proper form for transfer, or a confirmation of a book-entry transfer of such
Shares, if such procedure is available, into the Depositary's account at a
Book-Entry Transfer Facility, together with a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message), and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three New York Stock
Exchange, Inc. trading days after the date of execution of the Notice of
Guaranteed Delivery, all as described in "Procedures for Tendering Shares" of
the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE SOLE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and
no fractional Shares will be purchased. By execution of this Letter of
Transmittal (or a facsimile hereof), all tendering shareholders waive any right
to receive any notice of the acceptance of their Shares for payment.
-9-
<PAGE>
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Certificate numbers, the number of Shares
evidenced by such Certificates and the number of Shares tendered should be
listed on a separate schedule and attached hereto.
4. Partial Tenders. (Not applicable to shareholders who tender by
book-entry transfer.) If fewer than all the Shares evidenced by any Certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered." In such cases, new Certificate(s) evidencing the remainder of the
Shares that were evidenced by the Certificates delivered to the Depositary
herewith will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the box entitled "Special Delivery Instructions,"
as soon as practicable after the expiration or termination of the Offer. All
Shares evidenced by Certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the Certificates evidencing such Shares without
alteration, enlargement or any other change whatsoever.
If any Shares tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, no endorsements of Certificates or separate stock
powers are required, unless payment is to be made to, or Certificates evidencing
Shares not tendered or not purchased are to be issued in the name of, a person
other than the registered holder(s), in which case, the Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Certificate(s). Signatures on such
Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Certificate(s) tendered
hereby must be endorsed or accompanied by appropriate stock powers, in either
case signed exactly as the name(s) of the registered holder(s) appear(s) on such
Certificate(s). Signatures on such Certificate(s) and stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Certificate(s) or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this
Instruction 6, Purchaser will pay all stock transfer taxes with respect to the
sale and transfer of any Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of any Shares purchased is to be made to,
or Certificate(s) evidencing Shares not tendered or not purchased are to be
issued in the name of, a person other than the registered holder(s), the amount
of any stock transfer taxes (whether imposed on the registered holder(s), such
other person or otherwise) payable on account of the transfer to such other
person will be deducted from the purchase price of such Shares purchased, unless
evidence satisfactory to Purchaser of the payment of such taxes, or exemption
therefrom, is submitted. Except as provided in this instruction 6, it will not
be necessary for transfer tax stamps to be affixed to the Certificate(s)
evidencing the Shares tendered hereby.
-10-
<PAGE>
7. Special Payment and Delivery Instructions. If a check for the
purchase price of any Shares tendered hereby is to be issued, or Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name of
a person other than the person(s) signing this Letter of Transmittal or if such
check or any such Certificate is to be sent to someone other than the person(s)
signing this Letter of Transmittal or to the person(s) signing this Letter of
Transmittal but at an address other than that shown in the box entitled
"Description of Shares Tendered," the appropriate boxes on this Letter of
Transmittal must be completed. Shares tendered hereby by book-entry transfer may
request that Shares not purchased be credited to such account maintained at the
Book-Entry Transfer Facility as such shareholder may designate in the box
entitled "Special Payment Instructions" on the reverse hereof. If no such
instructions are given, all such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility as the account from
which such Shares were delivered.
8. Requests for Assistance or Additional Copies. Requests for
assistance may be directed to the Information Agent at its nt at its respective
address or telephone number set forth herein. Additional copies of the Offer to
Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be obtained from the Information Agent or from brokers, dealers,
commercial banks or trust companies.
9. Substitute Form W-9. Each tendering shareholder is required to
provide the Depositary with a correct Taxpayer Identification Number ("TIN") on
the Substitute Form W-9 which is provided under "Important Tax Information"
below, and to certify, under penalties of perjury, that such number is correct
and that such shareholder is not subject to backup withholding of federal income
tax. If a tendering shareholder has been notified by the Internal Revenue
Service that such shareholder is subject to backup withholding, such shareholder
must cross out item (2) of the Certification box of the Substitute Form W-9,
unless such shareholder has since been notified by the Internal Revenue Service
that such shareholder is no longer subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
shareholder to 31% federal income tax withholding on the payment of the purchase
price of all Shares purchased from such shareholder. If the tendering
shareholder has not been issued a TIN and has applied for one or intends to
apply for one in the near future, such shareholder should write "Applied For" in
the space provided for the TIN in Part I of the Substitute Form W-9, and sign
and date the Substitute Form W-9. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% on all payments of the purchase price to such shareholder until a
TIN is provided to the Depositary.
10. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Depositary. The shareholder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost or destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED SIGNATURE GUARANTEES, OR AN
AGENT'S MESSAGE (TOGETHER WITH CERTIFICATES FOR SHARES OR CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR, IF APPLICABLE, A
PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
-11-
<PAGE>
IMPORTANT TAX INFORMATION
Under the federal income tax law, a shareholder whose tendered Shares
are accepted for payment is required by law to provide the Depositary (as payer)
with such shareholder's correct TIN on Substitute Form W-9 below. If such
shareholder is an individual, the TIN is such shareholder's social security
number. If the Depositary is not provided with the correct TIN, the shareholder
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such shareholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%.
Certain shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must submit a statement, signed under
penalties of perjury, attesting to such individual's exempt status. Forms of
such statements can be obtained from the Depositary. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies with respect to a shareholder, the
Depositary is required to withhold 31% of any payments made to such shareholder.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the Offer, the
shareholder is required to notify the Depositary of such shareholder's correct
TIN by completing the form below certifying (a) that the TIN provided on
Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN), and
(b) that (i) such shareholder has not been notified by the Internal Revenue
Service that such shareholder is subject to backup withholding as a result of a
failure to report all interest or dividends or (ii) the Internal Revenue Service
has notified such shareholder that such shareholder is no longer subject to
backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report. If the tendering shareholder has not been issued a TIN
and has applied for a number or intends to apply for a number in the near
future, the shareholder should write "Applied For" in the space provided for the
TIN in Part I, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 31% of all payments of the purchase price to such
shareholder until a TIN is provided to the Depositary.
-12-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK, AS DEPOSITARY
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN IN THE BOX AT ______________________
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number
Department of the Treasury OR
Internal Revenue Service
______________________
Employer Identification
Number
(If awaiting TIN write
"Applied For")
- -----------------------------------------------------------------------------------------------------------------------------------
Payer's Request for PART II--For Payees Exempt From Backup Withholding, see the enclosed Guidelines and complete
Taxpayer Identification as instructed therein.
Number (TIN) CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or a Taxpayer Identification Number has not been issued to me and either
(a) I have mailed or delivered an application to receive a Taxpayer
Identification Number to the appropriate Internal Revenue Service ("IRS") or
Social Security administration office or (b) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a
Taxpayer Identification Number within sixty (60) days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number),
and
(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, (b) I have not been notified by the IRS that I am subject to
backup withholding as a result of failure to report all interest or
dividends or (c) the IRS has notified me that I am no longer subject to
backup withholding.
CERTIFICATE INSTRUCTIONS--You must cross out item (2) above if you have been notified
by the IRS that you are subject to backup withholding because of under reporting
interest or dividends on your tax return. However, if after being notified by the IRS
that you were subject to backup withholding you received another notification from
the IRS that you are no longer subject to backup withholding, do not cross out item
(2). (Also see instructions in the enclosed Guidelines.)
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE:__________________ DATE: , 199__
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Questions and requests for assistance or additional copies of the Offer
to Purchase, Letter of Transmittal and other tender offer materials may be
directed to the Information Agent set forth below:
The Information Agent for the Offer is:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
(212) 750-5833
or
CALL TOLL FREE: (888) 750-5834
-13-
EXHIBIT (a)(3)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
HANDY & HARMAN
TO
HN ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
As set forth in Section 3 of the Offer to Purchase (as defined below),
this form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if the certificates representing shares of
common stock, par value $1.00 per share of Handy & Harman (the "Shares"), are
not immediately available or time will not permit all required documents to
reach the Depositary prior to the Expiration Date (as defined in the Offer to
Purchase) or the procedures for book-entry transfer cannot be completed on a
timely basis. Such form may be delivered by hand or transmitted by telegram,
facsimile transmission or mail to the Depositary and must include a guarantee by
an Eligible Institution (as defined in Section 3 of the Offer to Purchase). See
Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Hand/Overnight Delivery:
Wall Street Station Receive Window
P.O. Box 1023 Wall Street Plaza
New York, NY 10268-1023 88 Pine Street, 19th Floor
New York, NY 10005
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on
a Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
<PAGE>
LADIES AND GENTLEMEN:
The undersigned hereby tenders to HN Acquisition Corp., a New York
corporation and a wholly owned subsidiary of WHX Corporation, a Delaware
corporation, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated December 16, 1997 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer"), receipt of each of which is hereby acknowledged, the number of
Shares specified below pursuant to the guaranteed delivery procedures described
in "Procedures for Tendering Shares" of the Offer to Purchase.
-2-
<PAGE>
<TABLE>
<CAPTION>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
- --------------------------------------------------------- ----------------------------------------------------------
<S> <C>
Number of Shares:________________________________________ Name(s) of Record Holder(s):
________________________________________________________
Share Certificate Numbers (if available): ________________________________________________________
_________________________________________________________ PLEASE TYPE OR PRINT
_________________________________________________________
Address(es)_____________________________________________
/ / Check here if Shares will be delivered by _____________________________________________
book-entry transfer. Zip Code
Check box of applicable book-entry transfer Area Code and Telephone Number:
facility: ________________________________________________________
________________________________________________________
/ / DTC / / PDTC ________________________________________________________
________________________________________________________
SIGNATURE(S)
Account Number___________________________________________ Dated:_________________________________________, 199__
Dated:__________________________________________, 199__
- --------------------------------------------------------- ----------------------------------------------------------
</TABLE>
The undersigned, a participant in the Security Transfer Agents Medallion
Program (each, an "Eligible Institution"), hereby guarantees that either the
certificates representing the Shares tendered hereby in proper form for
transfer, or timely confirmation of a book-entry transfer of such Shares into
the Depositary's account at The Depository Trust Company or the Philadelphia
Depository Trust Company (pursuant to procedures set forth in Section 3 of the
Offer to Purchase), together with a properly completed and duly executed Letter
of Transmittal (or facsimile thereof) with any required signature guarantees and
any other documents required by the Letter of Transmittal, will be received by
the Depositary at one of its addresses set forth above within three (3) New York
Stock Exchange trading days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares and associated Rights to the Depositary within the time
period shown herein. Failure to do so could result in financial loss to such
Eligible Institution.
<TABLE>
<CAPTION>
- --------------------------------------------------------- --------------------------------------------------------
<S> <C>
Name of Firm:____________________________________________ ________________________________________________________
AUTHORIZED SIGNATURE
Address:_________________________________________________ Name:_________________________________________________
Zip Code PLEASE TYPE OR PRINT
Title:________________________________________________
Area Code and
Telephone Number: Dated:________________________________________, 199___
- --------------------------------------------------------- --------------------------------------------------------
</TABLE>
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OR ASSOCIATED RIGHTS WITH THIS
NOTICE. SUCH CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
-3-
EXHIBIT (a)(4)
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING SHARES
OF
COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
HANDY & HARMAN
AT
$30 NET PER SHARE
BY
HN ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JANUARY 16,
1998, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
DECEMBER 16, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are asking you to contact your clients for whom you hold shares of
common stock, par value $1.00 per share (the "Shares"), of Handy & Harman, a New
York corporation (the "Company"). Please bring to their attention as promptly as
possible the offer being made by HN Acquisition Corp., a New York corporation
("Purchaser") and a wholly owned subsidiary of WHX Corporation, a Delaware
corporation ("Parent"), to purchase any and all of the outstanding Shares,
including the associated Common Stock Purchase Rights issued pursuant to the
Rights Agreement, dated as of January 26, 1989, as amended on April 25, 1996 and
October 22, 1996, between the Company and ChaseMellon Shareholder Services LLC,
as Rights Agent, at a price of $30 per Share, net to the seller in cash, without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 16, 1997 (the
"Offer to Purchase"), and the related Letter of Transmittal (which, as amended
from time to time, together constitute the "Offer") enclosed herewith.
For your information and for forwarding to your clients for whom you
hold Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following documents:
1. Letter of Transmittal to be used by holders of shares in
accepting the Offer. Facsimile copies of the Letter of
Transmittal may be used to accept the Offer;
2. Notice of Guaranteed Delivery to be used to accept the Offer
if the certificates evidencing such Shares are not immediately
available or time will not permit all required documents to
reach the Depositary prior to the Expiration Date or the
procedure for book-entry transfer cannot be completed on a
timely basis.
<PAGE>
3. A letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your
nominees, with space provided for obtaining such clients'
instructions with regard to the Offer;
4. Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9; and
5. Return envelope addressed to the Depositary.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. The Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Information Agent) for
soliciting tenders of Shares pursuant to the Offer. You will be reimbursed by
the Purchaser for customary mailing expenses incurred by you in forwarding any
of the enclosed materials to your clients. The Purchaser will pay or cause to be
paid any stock transfer taxes payable on the sale and transfer of Shares to it
or its order, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON FRIDAY, JANUARY 16, 1998, UNLESS THE OFFER IS
EXTENDED.
In order to take advantage of the Offer, (1) a duly executed and
properly completed Letter of Transmittal, and, if necessary, any other required
documents should be sent to the Depositary and (2) either certificates
representing the tendered Shares should be delivered to the Depositary, or such
Shares should be tendered by book-entry transfer into the Depositary's account
at one of the book-entry transfer facilities (as defined in the Offer to
Purchase), all in accordance with the Instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
Very truly yours,
HN ACQUISITION CORP.
- --------------------------------------------------------------------------------
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON AS AN AGENT OF PARENT, PURCHASER, THE DEPOSITARY
OR THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE
STATEMENTS CONTAINED THEREIN.
- --------------------------------------------------------------------------------
-2-
EXHIBIT (a)(5)
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING SHARES
OF
COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK RIGHTS)
OF
HANDY & HARMAN
AT
$30 NET PER SHARE
BY
HN ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, FRIDAY ON JANUARY 16, 1998,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
DECEMBER 16, 1997
TO OUR CLIENTS:
Enclosed for your consideration is an offer to purchase, dated December
16, 1997 (the "Offer to Purchase") and the related letter of transmittal (which,
as amended from time to time, together constitute the "Offer") in connection
with the offer by HN Acquisition Corp., a New York corporation ("Purchaser") and
a wholly owned subsidiary of WHX Corporation, a Delaware corporation ("Parent"),
to purchase any and all of the outstanding shares of common stock, par value
$1.00 per share (the "shares") of Handy & Harman, a New York corporation (the
"Company"), including the associated common stock purchase rights issued
pursuant to the Rights Agreement, dated as of January 26, 1989, as amended on
April 25, 1996 and October 22, 1996, between the Company and Chasemellon
Shareholder Services LLC, as Rights Agent, at a price of $30 per share, net to
the seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer.
THE MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES
HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE HOLDER
OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE
MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on
your behalf any or all of the Shares held by us for your account, upon the terms
and subject to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $30 per share, net to the seller in cash.
2. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Friday, January 16, 1998, unless the Offer is
extended.
<PAGE>
3. The Offer is being made for up to 100% of the outstanding shares.
4. The Offer is conditioned upon, among other things, (i) any
applicable waiting period under the Hart-Scott-Rodino Antitrust
improvements act of 1976, as amended having expired or been
terminated prior to the expiration of the offer; (ii) the Company
not having entered into or effectuated any agreement or
transaction with any person or entity (including its stockholders)
having the effect of impairing the Purchaser's ability to acquire
the Company or otherwise diminishing the expected economic value
to the Purchaser of the acquisition of the Company; (iii) the
purchaser being satisfied, in its reasonable judgment, that the
provisions of Section 912 of the NYBCL have been complied with or
are invalid or otherwise inapplicable to the Offer; and (iv) the
Rights having been redeemed by the Board of Directors of the
Company or the Purchaser being satisfied, in its reasonable
judgment, that the rights are invalid or otherwise inapplicable to
the Offer. The Business Combination Condition and the Rights
Condition shall be deemed to be satisfied if at the expiration of
the Offer the number of Shares validly tendered and not withdrawn,
together with the Shares beneficially owned by the Parent and the
Purchaser, is less than 20% of the outstanding shares.
5. Tendering Shareholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in instruction 6 of the
Letter of Transmittal, stock transfer taxes on the purchase of
shares by purchaser pursuant to the offer.
The Offer is made solely by the Offer to Purchase, and the related
Letter of Transmittal and is being made to all holders of Shares. purchaser is
not aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If
purchaser becomes aware of any valid state statute prohibiting the making of the
offer or the acceptance of shares pursuant thereto, purchaser will make a good
faith effort to comply with such state statute. If, after such good faith
effort, purchaser cannot comply with such state statute, the offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the offer to be made by a licensed broker or dealer, the
offer shall be deemed to be made on behalf of purchaser by the dealer managers
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
If you wish to have us tender any or all of your shares, please so
instruct us by completing, executing and returning to us the instruction form
contained in this letter. An envelope in which to return your instructions to us
is enclosed. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified on the instruction form set forth in this
letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
-2-
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER
TO PURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING
SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
HANDY & HARMAN
The undersigned acknowledge(s) receipt of your letter, the enclosed
Offer to Purchase, dated December 16, 1997, and the related Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer"), in connection with the offer by HN Acquisition Corp., a New York
corporation ("Purchaser") and a wholly owned subsidiary of WHX Corporation, a
Delaware corporation, to purchase all of the shares of common stock, par value
$1.00 per share (the "Shares") of Handy & Harman, a New York corporation,
including the associated Common Stock Purchase Rights issued pursuant to the
Rights Agreement, dated as of January 26, 1989, as amended on April 25, 1996 and
October 22, 1996, between the Company and ChaseMellon Shareholder Services LLC,
as Rights Agent, at a price of $30 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer.
This will instruct you to tender to Purchaser the number of Shares
indicated below (or, if no number is indicated in either appropriate space
below, all Shares) held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Offer.
NUMBER OF SHARES TO BE TENDERED:*
________________Shares SIGN HERE
Account Number:_______________ ____________________________
Dated: _____________, 199__ ____________________________
Signature(s)
____________________________
____________________________
Please Type or Print Name(s)
____________________________
____________________________
Please Type or Print
Address(es) Here
____________________________
Area Code and Telephone Number
____________________________
Taxpayer Identification or
Social Security Number(s)
- --------
* Unless otherwise indicated, it will be assumed that all Shares held by
us for your account are to be tendered.
-3-
EXHIBIT (a)(6)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
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GIVE THE TAXPAYER GIVE THE TAXPAYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF-- FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF--
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<S> <C> <C> <C>
1. An individual's account The individual 9. A valid trust, estate, or Legal entity (Do not furnish
pension trust the trust identifying number of
the personal representative or
trustee unless the legal entity
itself is not designated in the
account title.)(5)
2. Two or more individuals The actual owner of the 10. Corporate account The corporation
(joint account) account or, if combined funds,
any one of the individuals(1)
3. Husband and wife (joint The actual owner of the 11. Religious, charitable, or The organization
account) account or, if joint funds, educational
either person(2) organization
account
4. Custodian account of a The minor(2) 12. Partnership account held The partnership
minor (Uniform Gift to in the name of the
Minors Act) business
5. Adult and minor (joint The adult or, if the minor is 13. Association, club, or The organization
account) the only contributor, the other tax-exempt
minor(1) organization
6. Account in the name of The ward, minor, or 14. A broker or registered The broker or nominee
guardian or committee for incompetent nominee
a designated ward, minor,
or incompetent person(3)
7. a. The usual revocable The grantor-trustee(1) 15. Account with the The public entity
savings trust account Department of
(grantor is also Agriculture in the name
trustee) of a public entity (such as
a State or local
government, school
district, or prison) that
receives agricultural
program payments
b. So-called trust The actual owner(1)
account that is not a
legal or valid trust
under State law
8. Sole proprietorship The owner(4)
account
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</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's, or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a), or an individual
retirement plan.
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
o An international organization or any agency or instrumentality thereof.
o A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
o An entity registered at all times under the Investment Company Act of 1940.
o A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section 1441.
o Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451. o Payments made by
certain foreign organizations.
o Payments of mortgage interest to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
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<PAGE>
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payers who must
report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file a tax return. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS--If you fail to
include any portion of an includable payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 20% on any portion of an
underpayment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
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EXHIBIT (a)(7)
WHX CORP. COMMENCES TENDER OFFER AT $30 PER SHARE
FOR HANDY & HARMAN
New York--December 16, 1997--WHX Corporation (NYSE: WHX) announced that
its wholly-owned subsidiary HN Acquisition Corp. is commencing a cash tender
offer today for any and all outstanding shares of common stock of Handy & Harman
(NYSE: HNH) at $30 per share. The total value of the transaction is
approximately $350 million. The expiration and withdrawal date for the tender
offer is 12:00 midnight, New York City time, on Friday, January 16, 1998.
The tender offer is not subject to any minimum number of shares being
tendered, nor is it subject to financing. The tender offer is subject to a
number of conditions, including the inapplicability of the Company's Shareholder
Rights Plan and Section 912 of the New York Business Corporation Law in the
event that WHX were to purchase 20% or more of the Company's shares.
Following completion of the tender offer, WHX plans to propose a cash
merger in which all stockholders would receive $30 per share.
Innisfree M&A Corporation is acting as information agent for WHX in the
tender offer. Copies of the offering documents may be obtained by calling
Innisfree at (888) 750-5834. There is no dealer manager.
EXHIBIT (a)(8)
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell Shares or Rights. The Offer is made solely by the Offer to
Purchase dated December 16, 1997 and the related Letter of Transmittal and is
not being made to (nor will tenders be accepted from or on behalf of) holders of
Shares or Rights in any jurisdiction in which the making of the Offer or the
acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions where securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of HN Acquisition Corp. by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
HANDY & HARMAN
AT $30 PER SHARE
BY
HN ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
HN Acquisition Corp. (the "Purchaser") is offering to purchase any and
all of the outstanding shares of common stock, par value $1.00 per share (the
"Shares") of Handy & Harman, a New York corporation (the "Company"), including
the associated Common Stock Purchase Rights (the "Rights") issued pursuant to
the Rights Agreement, dated as of January 26, 1989, as amended on April 25, 1996
and October 22, 1996, between the Company and ChaseMellon Shareholder Services
LLC, as Rights Agent, at a price of $30 per Share, net to the seller in cash,
without interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated December 16, 1997 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, as amended
from time to time, together constitute the "Offer"). The Purchaser is a New York
corporation and a wholly-owned subsidiary of WHX Corporation, a Delaware
corporation (the "Parent"). Unless the context requires otherwise, all
references to Shares herein include the associated Rights, and all references to
the Rights include all benefits that may inure to the holders of the Rights
pursuant to the Rights Agreement. Unless the Rights are redeemed prior to the
Expiration Date (as defined below), holders of Shares will be required to tender
one associated Right for each Share tendered in order to effect a valid tender
of such Share. Accordingly, shareholders who sell their Rights separately from
their Shares and do not otherwise acquire Rights may not be able to satisfy the
requirements of the Offer for the tender of Shares.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) ANY APPLICABLE
WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976,
AS AMENDED, SHALL HAVE EXPIRED OR BEEN TERMINATED PRIOR TO THE EXPIRATION OF THE
OFFER, (2) THE COMPANY NOT HAVING ENTERED INTO OR EFFECTUATED ANY AGREEMENT
<PAGE>
OR TRANSACTION WITH ANY PERSON OR ENTITY (INCLUDING ITS STOCKHOLDERS) HAVING THE
EFFECT OF IMPAIRING THE PURCHASER'S ABILITY TO ACQUIRE THE COMPANY OR OTHERWISE
DIMINISHING THE EXPECTED ECONOMIC VALUE TO THE PURCHASER OF THE ACQUISITION OF
THE COMPANY, (3) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE
BUSINESS COMBINATION PROVISIONS OF SECTION 912 OF THE NEW YORK BUSINESS
CORPORATION LAW HAVE BEEN COMPLIED WITH OR ARE INVALID OR OTHERWISE INAPPLICABLE
TO THE OFFER, AND (4) THE RIGHTS HAVING BEEN REDEEMED BY THE BOARD OF DIRECTORS
OF THE COMPANY OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT
SUCH RIGHTS ARE INVALID OR OTHERWISE INAPPLICABLE TO THE OFFER.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JANUARY 16, 1998 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS
EXTENDED.
THE OFFER IS NOT SUBJECT TO ANY MINIMUM NUMBER OF SHARES BEING
TENDERED.
The Purchaser expressly reserves the right, in its sole discretion, at
any time and from time to time, to extend for any reason the period of time
during which the Offer is open in accordance with applicable regulations of the
Securities and Exchange Commission, including as a result of the occurrence of
any of the events specified in Section 14 of the Offer to Purchase, by giving
oral or written notice of such extension to the Depositary (as defined in the
Offer to Purchase) and by making a public announcement thereof. During any such
extension, all Shares previously tendered and not properly withdrawn will remain
subject to the Offer, subject to the rights of a tendering shareholder to
withdraw any tendered Shares.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, tendered Shares if, as and when the
Purchaser gives oral or written notice to the Depositary of the Purchaser's
acceptance of such Shares for payment. Payment for Shares accepted pursuant to
the Offer will be made by deposit of the aggregate purchase price therefor with
the Depositary, which will act as agent for tendering shareholders for the
purpose of receiving payment from the Purchaser and transmitting payment to such
tendering shareholders. Under no circumstances will interest be paid by the
Purchaser by reason of any delay in making such payment. Upon the deposit of
funds with the Depositary for the purpose of making payments to tendering
shareholders, the Purchaser's obligation to make such payment shall be satisfied
and tendering shareholders must thereafter look solely to the Depositary for
payment of amounts owed to them by reason of the acceptance for payment of
Shares pursuant to the Offer. In all cases, payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (a) certificates evidencing such Shares ("Share
Certificates"), or a timely confirmation of the book-entry transfer of such
Shares and, if applicable, Rights into the Depositary's account at a Book-Entry
Transfer Facility (as defined in the Offer to Purchase), pursuant to the
procedures set forth in Section 3 of the Offer to Purchase, (b) the Letter of
Transmittal (or a manually signed facsimile thereof), properly completed and
duly executed, with any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase) in connection with a book-entry transfer, and
(c) any other documents required by the Letter of Transmittal.
If, for any reason whatsoever, acceptance for payment of or payment for
any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable
to accept for payment or pay for Shares tendered pursuant to the Offer, then,
without prejudice to the Purchaser's rights set forth herein, the Depositary
may, nevertheless, on behalf of the Purchaser and subject to Rule 14e-1(c) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), retain
tendered Shares and such Shares may not be withdrawn except to the extent that
the tendering shareholder is entitled to and duly exercises withdrawal rights as
described in Section 4 of the Offer to Purchase.
The Purchaser will pay any stock transfer taxes incident to the
transfer to it of validly tendered Shares, except as otherwise provided in the
Letter of Transmittal, as well as any charges and expenses of the Depositary and
the Information Agent. If any tendering Shares are not accepted for payment for
any reason pursuant to the terms
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<PAGE>
and conditions of the Offer or if Share Certificates are submitted evidencing
more Shares than are tendered, Share Certificates evidencing unpurchased or
untendered Shares will be returned, without expense to the tendering shareholder
(or, in the case of Shares tendered by book-entry transfer into the Depositary's
account at a Book-Entry Transfer Facility pursuant to the procedure set forth in
Section 3 of the Offer to Purchase, such Shares will be credited to an account
maintained at such Book-Entry Transfer Facility), as promptly as practicable
following the expiration or termination of the Offer.
Except as otherwise provided in Section 4 of the Offer to Purchase,
tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered
pursuant to the Offer may be withdrawn at any time prior to the Expiration Date
and, unless theretofore accepted for payment by the Purchaser pursuant to the
Offer, may also be withdrawn at any time after February 13, 1998 or at such
later time as may apply if the Offer is extended.
If the Purchaser extends the Offer, is delayed in its acceptance for
payment of Shares or is unable to accept Shares for payment pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain
tendered Shares, and such Shares may not be withdrawn except to the extent that
tendering shareholders are entitled to withdrawal rights as described in Section
4 of the Offer to Purchase. Any such delay will be by an extension of the Offer
to the extent required by law.
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase. Any such notice
of withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and (if Share Certificates have
been tendered) the name of the registered holder, if different from that of the
person who tendered such Shares. If Share Certificates to be withdrawn have been
delivered or otherwise identified to the Depositary, then prior to the release
of such Share Certificates, the serial numbers shown on the particular Share
Certificates to be withdrawn must be submitted to the Depositary, and the
signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Offer to Purchase), unless such Shares have been
tendered for the account of an Eligible Institution. If Shares have been
tendered pursuant to the procedure for book-entry transfer as set forth in
Section 3 of the Offer to Purchase, any notice of withdrawal must also specify
the name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares, in which case a notice of withdrawal will be
effective if delivered to the Depositary by any method of delivery described in
the first sentence of this paragraph. Withdrawals of Shares may not be
rescinded, but the holder thereof may retender such Shares pursuant to the
procedures set forth in the Offer to Purchase.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of
the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
A request is being made to the Company, pursuant to Rule 14d-5 under
the Exchange Act, for the use of the Company's shareholder list and security
position listings for the purpose of disseminating the Offer to holders of
Shares. Upon compliance by the Company with such request, the Offer to Purchase
and the related Letter of Transmittal and, if required, other relevant materials
will be mailed to record holders of Shares or to brokers, dealers, commercial
banks, trust companies and similar persons whose names, or the names of whose
nominees, appear on the Company's shareholder list, or, if applicable, who are
listed as participants in a clearing agency's security position listing, for
subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase and the Letter of Transmittal contain important
information which should be read carefully before any decision is made with
respect to the Offer.
-3-
<PAGE>
Questions and requests for assistance, and requests for copies of the
Offer to Purchase, the Letter of Transmittal and other tender offer materials,
may be directed to the Information Agent at its address and telephone numbers
set forth below. Holders of Shares may also contact brokers, dealers, commercial
banks and trust companies for additional copies of the Offer to Purchase, the
Letter of Transmittal or other tender offer materials.
The Information Agent for the Offer is:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
(212) 750-5833
or
CALL TOLL FREE: (888) 750-5834
December 16, 1997
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