SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 23, 1997
Date of Report (Date of earliest event reported)
HANDY & HARMAN
(Exact Name of Registrant as Specified in Charter)
New York 1-5365 13-5129420
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
250 Park Avenue New York, New York, New York 10177
(Address of Principal Executive Offices) (Zip Code)
(212) 661-2400
Registrant's telephone number, including area code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On January 23, 1997, Handy & Harman (the
"Company") entered into a non-binding letter of intent
(the "Letter of Intent") with Saugatuck Capital Company
Limited III, a Delaware limited partnership
("Saugatuck"), the majority shareholder of Olympic
Manufacturing Group, Inc., a Delaware corporation
("OMG"). Pursuant to a definitive purchase agreement to
be negotiated, the Company will purchase all of the
capital stock of OMG for an aggregate purchase price of
$53 million in cash, net of certain debt, stock option
and warrant obligations being paid at the closing (the
"Closing") of the proposed transaction by the Company.
The proposed acquisition is subject to the negotiation of
a definitive purchase agreement and certain conditions
customary in transactions of this type. It is
anticipated that the Closing will take place during the
first quarter of 1997. A press release (the "Press
Release") describing the proposed transaction was
released on January 24, 1997.
The Letter of Intent and Press Release are
attached hereto as Exhibits 99.1 and 99.2 and each is
incorporated herein by reference in its entirety. The
foregoing discussion does not purport to be complete and
is qualified in its entirety by reference to such
Exhibits.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Letter of Intent between Handy &
Harman and Saugatuck Capital Company
Limited III, dated January 23, 1997.
99.2 Press Release issued by the Company,
dated January 24, 1997.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: January 28, 1997
HANDY & HARMAN
By: /s/ Paul E. Dixon
Name: Paul E. Dixon
Title: Vice President and
General Counsel
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Letter of Intent between Handy &
Harman and Saugatuck Capital Company
Limited III, dated January 23, 1997.
99.2 Press Release issued by the Company,
dated January 24, 1997.
Exhibit 99.1
HANDY & HARMAN
250 Park Avenue
New York, New York 10177
January 23, 1997
SAUGATUCK CAPITAL COMPANY
LIMITED PARTNERSHIP III
c/o Saugatuck Associates, Inc.
One Canterbury Green
Stamford, CT 06901
Attention: Mr. Frank J. Hawley, Jr.
Managing Director
Re: Proposed Acquisition of OLYMPIC
MANUFACTURING GROUP, INC.
Gentlemen:
This letter of intent, upon its acceptance by
SAUGATUCK CAPITAL COMPANY LIMITED PARTNERSHIP III, a
Delaware limited partnership ("Saugatuck", and together
with the other shareholders of OLYMPIC MANUFACTURING
GROUP, INC., a Delaware corporation ("OMG"), the
"Sellers"), will confirm our agreement with respect to
the proposed acquisition (the "Proposed Acquisition") by
Handy & Harman, a New York corporation ("H&H", and
together with the Sellers, the "Parties"), of all the
outstanding capital stock of OMG (the "Stock").
The acquisition of the Stock will be on the
following general terms and conditions:
1. Price; Acquisition Structure; Closing.
Pursuant to a definitive stock purchase agreement
evidencing the Proposed Acquisition, a draft of which is
attached hereto as Exhibit A, with such modifications as
the Parties shall agree upon, including, without
limitation, modifications made as a result of additional
negotiations with respect to indemnification, escrow,
tax, environmental and employee benefits matters, (the
"Stock Purchase Agreement"), the Sellers will sell, and
H&H will buy, the Stock for an aggregate purchase price
of $53,000,000, less the amount of certain debt, stock
option, and warrant obligations to be paid by H&H at the
closing (the "Closing") of the transactions contemplated
in the Stock Purchase Agreement. In addition, H&H will
pay to the Sellers on or before the first anniversary of
the Closing an amount equal to forty percent (40%) of the
tax benefit realized after the Closing and generated in
connection with the short tax period beginning on October
1, 1996 and ending on the Closing Date as reflected on
such short tax period return. The purchase price will be
paid in cash at the Closing; provided, that $2.3 million
of the purchase price, together with the amount of any
payment to the Sellers in respect of any tax benefit
(presently expected to be approximately $1.2 million)
shall be deposited in an escrow account to secure certain
indemnification obligations of the Sellers as set forth
in the definitive Stock Purchase Agreement. It is
anticipated that the Closing will occur during the first
quarter of 1997 and that the escrow will be released on
the first anniversary of the Closing or such later date
as any claims made against the escrow are resolved.
2. Negotiation and Documentation. The Parties
agree to use all reasonable efforts to finalize their
negotiations with respect to the Stock Purchase Agreement
as promptly as practicable. The Parties will
concurrently negotiate such additional agreements as they
deem necessary in connection with the Proposed
Acquisition. The Parties will cooperate fully with each
other in preparing all such agreements.
3. Hart-Scott Filings. Promptly after the
execution of this letter of intent, the Parties will
cooperate with each other in the preparation of all
filings required to be made with the Federal Trade
Commission (the "FTC") and the Department of Justice (the
"DOJ") under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), with the
intention that the initial filings required under the HSR
Act with respect to the Proposed Acquisition shall be
filed no later than January 31, 1997. In the event that
the FTC or the DOJ makes a request for additional
information with respect to the Proposed Acquisition, the
Parties will cooperate with each other in promptly
obtaining and preparing such information and delivering
it to the FTC or the DOJ.
4. Information and Access. In connection with
H&H's due diligence investigation of OMG, Saugatuck will
cause OMG to afford, and OMG will cause its officers and
employees to afford, H&H and its representatives with (i)
a full opportunity to examine OMG's books and records (in
connection with which OMG will cause OMG's independent
certified public accountants to make available to H&H and
its representatives their work papers generated in
connection with their review and audit of OMG's financial
statements) and the facilities, books of account,
corporate records, agreements and commitments and other
materials and information relating to OMG's business,
assets and liabilities and (ii) subject to prior
scheduling with and the approval of OMG, which approval
will not be unreasonably withheld, reasonable access to
OMG's customers, suppliers, lenders and key personnel.
5. No Solicitation; Conduct of Business.
Saugatuck shall not, and shall cause OMG not to, solicit,
encourage, negotiate, provide information for, or
otherwise cooperate in any way with, assist, or
facilitate, and shall use their respective best efforts
to prevent any officers, directors, employees,
representatives and agents of Saugatuck and OMG from
assisting or facilitating any (i) merger or
consolidation of OMG with any person other than H&H, (ii)
any sale of assets of OMG (except the sale of inventory
in the ordinary course of business) to any person other
than H&H, (iii) any equity or debt investment in OMG by
any person other than H&H, or (iv) any purchase of
outstanding securities of OMG by any person other than
H&H. Saugatuck shall cause OMG to conduct its business
in the ordinary and usual course consistent with past
practice.
6. Publicity. All notices to third parties,
press releases or other publicity concerning the Proposed
Acquisition shall be reviewed by the Parties prior to
dissemination. Neither OMG nor Saugatuck on the one
hand, nor H&H on the other hand, shall disseminate,
unless required by law, any notices to third parties,
press releases, or other publicity concerning the
Proposed Acquisition without the approval of the other,
which approval shall not be unreasonably withheld.
7. Expenses. All costs and expenses by any of
the Parties (including the reasonable fees and
disbursements of legal counsel, investment bankers and
accountants), incurred in connection with this letter of
intent and the Proposed Acquisition, whether or not
consummated, shall be borne by the Party which incurred
such costs and expenses.
8. Confidentiality Agreement. The terms and
provisions of the Confidentiality Letter dated December
4, 1996 between Saugatuck and H&H shall remain in full
force and effect.
9. Binding Nature. This letter is only a
statement of intent and, except as set forth below, does
not constitute a binding agreement of the Parties with
respect to a transaction, but shall be considered a
statement of the present intent of the Parties.
Accordingly, except as set forth below, the Parties will
be legally bound only upon execution of and in accordance
with the terms contained in the definitive Stock Purchase
Agreement, if, as and when the same is duly executed and
delivered, provided that the Parties agree that the
provisions of Paragraphs 3, 4, 5, 6, 7, 8, 9, 10 and 11
hereof shall be binding and enforceable.
10. Termination. This letter shall terminate
(without liability or obligation on the part of any Party
to any other Party) upon the earlier of (i) the execution
of the Stock Purchase Agreement and (ii) at such time
after February 28, 1997 as either Saugatuck or H&H gives
the other notice of termination in writing. If this
letter terminates and the Stock Purchase Agreement is not
executed, the provisions of Paragraphs 6, 7, 8, 9, 10 and
11 shall continue to apply.
11. Governing Law; Amendment. This letter
shall be governed by the laws of the State of New York
applicable to contracts made therein. This letter of
intent may be amended, modified or extended only by a
written agreement signed by each of the Parties.
We have greatly appreciated the time and
attention that the representatives of Saugatuck and OMG
have given us over the past several weeks. If the
provisions hereof are acceptable to Saugatuck, please so
indicate by signing and returning one copy of this
letter. This letter of intent may be executed in any
number of counterparts, each of which shall be an
original, but all of which together shall constitute one
agreement.
Very truly yours,
HANDY & HARMAN
By: /s/ Paul E. Dixon
Name: Paul E. Dixon
Title: Vice President,
General Counsel
and Secretary
Accepted and agreed to on
this 23rd day of January, 1997
SAUGATUCK CAPITAL COMPANY
LIMITED PARTNERSHIP III
By: GREYROCK PARTNERS LIMITED
PARTNERSHIP
By: /S/ Frank J. Hawley, Jr.
Name: Frank J. Hawley, Jr.
Title: Managing Director
Exhibit 99.2
FROM: ON BEHALF OF:
Robert W. Bloch International Handy & Harman
30 East 60th Street
New York, NY 10022 Contact: Robert F. Burlinson
212-755-8047 Vice President and Treasurer
914-925-4413
FOR IMMEDIATE RELEASE:
HANDY & HARMAN ANNOUNCES AGREEMENT TO ACQUIRE
OLYMPIC MANUFACTURING GROUP, INC.
New York, NY -- January 24, 1997 ...Handy & Harman (NYSE: HNH)
today announced the signing of a letter of intent to acquire Olympic
Manufacturing Group, Inc., the leading domestic manufacturer and
supplier of fasteners for the commercial roofing industry. Handy &
Harman will purchase 100% of the shares of Olympic, which also sells
other construction related fasteners, from a group of investors led
by Saugatuck Associates, a private investment firm headquartered in
Stamford, Connecticut for $53 million. In the twelve months ended
December 30, 1996, Olympic, based in Agawam, Massachusetts, had
sales of approximately $42.5 million.
The transaction, which is expected to be completed on or about
February 28, 1997, will be financed by utilizing existing unused
credit facilities and the liquidation of a portion of the Company's
precious metal inventories.
In announcing the transaction, Handy & Harman Chairman, Richard N.
Daniel commented, "Olympic has distinguished itself through the
development of innovative new products, solid manufacturing
capabilities and a strong technical sales and marketing
organization. In the last five years sales and operating income
have experienced double digit compound growth rates. We expect
Olympic to continue to grow both internally and with add-on
acquisitions. The acquisition is a continuation of Handy & Harman's
strategy to invest in businesses with potential for significant
future growth."
Mr. Daniel continued, "We are particularly impressed with the
Olympic senior management team which will remain with the Company.
Olympic will become a wholly-owned subsidiary of Handy & Harman and
be part of the Engineered Products segment."
Handy & Harman is a diversified manufacturer providing engineered
products, system components and precious metal fabrication for
industry worldwide. Founded in 1867, the company is headquartered
in New York.
# # #
