SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
HANDY & HARMAN
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(Name of issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
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(Title of class of securities)
410306 10 4
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(CUSIP number)
STEVEN WOLOSKY, ESQ. ROBERT P. ZINN, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP LEONARD S. FERLEGER, ESQ.
505 PARK AVENUE KIRKPATRICK & LOCKHART LLP
NEW YORK, NEW YORK 10022 1500 OLIVER BUILDING
TELEPHONE: (212) 753-7200 PITTSBURGH, PENNSYLVANIA 15222
TELEPHONE: (412) 355-6322
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 26, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note. six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 8 pages)
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(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 410306 10 4 13D Page 2 of 8 pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WHX CORPORATION (E.I.N.: 13-3768097)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Item 6) (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
1,649,455(2)
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
1,649,455(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,649,455 (2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
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14 TYPE OF REPORTING PERSON*
HC and CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) By virtue of the fact that HN Acquisition Corp. is a
wholly-owned subsidiary of WHX Corporation, WHX Corporation is deemed to share
voting and dispositive power with HN Acquisition Corp.
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CUSIP No. 410306 10 4 13D Page 3 of 8 pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HN ACQUISITION CORP. (E.I.N.: 13-3940215)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Item 6) (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
1,649,455(2)
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
1,649,455(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,649,455(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) By virtue of the fact that HN Acquisition Corp. is a
wholly-owned subsidiary of WHX Corporation, WHX Corporation is deemed to share
voting and dispositive power with HN Acquisition Corp.
<PAGE>
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CUSIP No. 410306 10 4 13D Page 4 of 8 pages
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This Amendment No. 1 (the "Amendment") to Schedule 13D amends
and supplements the report contained in the Tender Offer Statement on Schedule
14D-1 filed on December 16, 1997, as amended, (the "Schedule 14D-1") by HN
Acquisition Corp. (the "Purchaser"), a New York corporation and a wholly owned
subsidiary of WHX Corporation, a Delaware corporation (the "Parent") with
respect to the tender offer (the "Offer") for 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"), at $30 per Share, net to the seller in cash.
Pursuant to Instruction F to Schedule 14D-1, the final amendment to Schedule
14D-1 filed on January 20, 1998 also constituted the Schedule 13D by the Parent
and the Purchaser. All capitalized terms which are used but not defined herein
shall have the meanings ascribed to such terms in the Schedule 14D-1.
Item 3. Source And Amount Of Funds.
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Item 3 is hereby amended by adding the following:
The aggregate purchase price for the Shares covered
by this Amendment was approximately $22.4 million. The
Purchaser's source of such funds was through a capital
contribution from the general working capital of the Parent.
Item 4. Purpose Of Transaction.
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Item 4 is hereby amended by adding the following:
On January 27, 1998, the Parent's Chairman sent the
following letter to the Chairman of the Company:
"Dear Mr. Daniel:
On behalf of WHX Corporation, I am writing to express
our pleasure with the press announcement this past Friday that
Handy & Harman intends to pursue strategic alternatives to
enhance shareholder value. In that regard, please consider the
following:
o WHX now owns 1,649,455 shares of Handy & Harman
common stock, or approximately 13.7%. We are now one of your
two largest shareholders. Depending on market conditions, we
may choose to further increase our ownership position, or to
sell shares.
o WHX remains interested in acquiring all of Handy &
Harman in an amicable transaction which would be mutually
beneficial to WHX and Handy & Harman
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CUSIP No. 410306 10 4 13D Page 5 of 8 pages
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shareholders, employees at large and the senior management
team.
o WHX has now retained DLJ as its financial adviser
to assist in negotiating such a transaction.
o WHX stands ready, willing and able to meet with you
or your representatives to discuss an amicable transaction.
However, we would NOT be pleased if last week's announcement
is used as an excuse to delay the upcoming annual meeting,
which is traditionally held in early May, or to otherwise
deprive Handy & Harman shareholders of the opportunity to
express their views about the future management and ownership
of their company in a timely manner.
Sincerely,
Ronald LaBow
Chairman"
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CUSIP No. 410306 10 4 13D Page 6 of 8 pages
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Item 5. Interest In Securities Of The Issuer.
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Item 5 is hereby amended by adding the following:
The Parent and the Purchaser have previously reported
the beneficial ownership of 1,011,152 Shares. Subsequent to
the filing of the Schedule 13D, the holder of 100 Shares which
were tendered by guaranteed delivery failed to deliver such
Shares. Therefore, the correct number of Shares owned by the
Parent and Purchaser following the consummation of the Offer
is 1,011,052 Shares.
The following table sets forth additional recent
transactions in Shares by the Purchaser. Unless otherwise
indicated, all such transactions took place on the NYSE.
Shares of Purchase Price
Common Stock Per Share Date of Purchase
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338,403 $35.125 January 26, 1998
300,000 $35.125 January 26, 1998
As of January 26, 1998, the Purchaser and the Parent
beneficially own 1,649,445 Shares, representing approximately
13.7% of the outstanding Shares, of which all Shares are
directly owned by the Purchaser. The percentages above were
calculated based on 12,015,052 outstanding Shares as of
November 10, 1997, as set forth in the Company's Form 10-Q for
the quarter ended September 30, 1997.
Item 6. Contracts, Arrangements, Understandings
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Or Relationships With Respect To Securities
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Of The Issuer.
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Item 6 is hereby amended by adding the following:
A copy of a Joint Filing Agreement is included as
Exhibit 1 to this Amendment and incorporated herein by
reference.
The Parent has retained Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ") as a financial advisor in
connection with its efforts to acquire the Company. As
compensation for its services, DLJ will receive a retainer fee
of $1 million. In addition, DLJ will receive an additional fee
in the event Parent or Purchaser enters into a Transaction (as
such term is defined in the Engagement Letter) within the next
twelve
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CUSIP No. 410306 10 4 13D Page 7 of 8 pages
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months. The Parent has also agreed to reimburse DLJ for its
reasonable out-of-pocket expenses incurred in connection with
its engagement, up to $250,000, and to indemnify DLJ and
certain related persons against certain liabilities and
expenses in connection with their engagement. A form of
engagement letter with DLJ (the "Engagement Letter") is
included as Exhibit 2 to this Amendment and incorporated
herein by reference.
Item 7. Material To Be Filed As Exhibits.
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Item 7 is hereby amended to add the following
Exhibits:
Exhibit 1: Joint Filing Agreement.
Exhibit 2: Form of Engagement Letter with Donaldson,
Lufkin & Jenrette Securities Corporation.
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CUSIP No. 410306 10 4 13D Page 8 of 8 pages
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SIGNATURES
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After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 27, 1998 WHX CORPORATION
By:/s/ Stewart E. Tabin
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Stewart E. Tabin,
Assistant Treasurer
HN ACQUISITION CORP.
By:/s/ Stewart E. Tabin
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Stewart E. Tabin
Vice President
EXHIBIT 1
Joint Filing Agreement
----------------------
Each of the undersigned hereby agree that the statement on
Amendment No. 1 to the Schedule 13D with respect to the Common Stock, $1.00 par
value per share, of Handy & Harman, dated January 27, 1998 is, and any
amendments thereto signed by each of the undersigned, shall be filed on behalf
of each of the undersigned pursuant to and in accordance with the provisions of
Rule 13d-1(f) of the Securities Exchange Act of 1934.
Dated: January 27, 1998 WHX CORPORATION
By:/s/ Stewart E. Tabin
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Stewart E. Tabin,
Assistant Treasurer
HN ACQUISITION CORP.
By:/s/ Stewart E. Tabin
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Stewart E. Tabin
Vice President
DONALDSON, LUFKIN & JENRETTE
Donaldson, Lufkin & Jenrette Securities Corporation
2121 Avenue of the Stars, Los Angeles, CA 90057-5014
January __, 1998
PRIVATE AND CONFIDENTIAL
WHX Corporation
110 East 59th Street
New York, New York 10022
Attention: Mr. Ronald LaBow, Chairman of the Board
Gentlemen:
This letter agreement (the "Agreement") confirms our understanding that
WHX Corporation ("WHX"or the "Company") has engaged Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ") to act as its exclusive financial advisor for a
period of 12 months commencing upon your acceptance of this Agreement, with
respect to the possible acquisition of Handy & Harman ("Target"), in one or a
series of transactions, by merger, consolidation or any other business
combination, by purchase involving all or a substantial amount of the business,
securities or assets of the Target, or otherwise (each a "Transaction").
As discussed, we propose to undertake certain services on your behalf,
to the extent requested by you, which shall consist of the following: (i)
assisting you in evaluating the Target, its operations, its historical
performance and its future prospects; (ii) advising on a proposed purchase price
and form of consideration; (iii) assisting you in structuring the Transaction;
(iv) advising you in connection with any proxy solicitation undertaken by the
Company in connection with a Transaction; and (v) negotiating the financial
aspects of any Transaction under your guidance. In addition we will act as
exclusive dealer/manager for the Company in any tender or exchange offer
relating to a Transaction commenced after the date hereof. The specific terms
and conditions of such engagement will be further delineated in a separate
agreement, which agreement shall contain normal and customary provisions for
such agreements where DLJ acts as a dealer/manager. If requested, we will
deliver our opinion to the Board of Directors of the Company as to the fairness
to the Company and its stockholders from a financial point of view of the
consideration to be paid by the Company in a Transaction. The
<PAGE>
scope, form and substance of the opinion shall be such as DLJ considers
appropriate and, in the case of a stock-for-stock merger, may be an opinion as
to the fairness from a financial point of view of the ratio to be applied for
the exchange of common shares in the merger.
As compensation for the services to be provided by DLJ hereunder, the
Company agrees (i) to pay to DLJ (a) a retainer fee of $1 million, payable
promptly upon execution of this Agreement and (b) additional cash compensation
as set forth below, and (ii) upon request by DLJ from time to time, to reimburse
DLJ promptly for all reasonable and documented out-of-pocket expenses up to a
maximum of $250,000 (including the reasonable fees and expenses of counsel),
incurred by DLJ in connection with its engagement hereunder, whether or not a
Transaction is consummated. As DLJ will be acting on your behalf, the Company
agrees to the indemnification and other obligations set forth in Schedule 1
attached hereto, which Schedule is an integral part hereof.
The additional cash compensation referred to in clause (i)(b) above
shall be $1,000,000. Such additional compensation shall be payable in cash if
the Transaction is consummated within 12 months commencing upon your acceptance
of this Agreement. For purposes of this Agreement, a Transaction shall be deemed
to have been consummated upon the earliest of any of the following events to
occur: (a) the acquisition by the Company or any of its affiliates of a majority
of the outstanding common stock of the Target calculated on a fully-diluted
basis; (b) a merger or consolidation of the Target with the Company or an
affiliate of the Company; (c) the acquisition by the Company or any of its
affiliates of assets of the Target representing a majority of the Target's book
value; (d) control by the Company of the Board of Directors of the Target; or
(e) in the case of any other Transaction, the consummation thereof.
The Company shall make available to DLJ all financial and other
information concerning its business and operations that DLJ reasonably requests
as well as any other information relating to any Transaction prepared by the
Company or any of its other advisors. In performing its services hereunder
(including, without limitation, giving an opinion of the type referred to in the
second paragraph hereof), DLJ shall be entitled to rely without investigation
upon all information that is available from public sources as well as all other
information supplied to it by or on behalf of the Company or its advisors or the
Target or its advisors and shall not in any respect be responsible for the
accuracy or completeness of, or have any obligation to verify, the same or to
conduct any appraisal of any assets or liabilities. To the extent consistent
with legal requirements, all information given to DLJ by the Company, unless
publicly available or otherwise available to DLJ without restriction or breach
of any confidentiality agreement, will be held by DLJ in confidence and will not
be disclosed to
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anyone other than DLJ's agents and advisors without the Company's prior approval
or used for any purpose other than those referred to in this Agreement.
Any opinion requested by the Company and any advice, written or oral,
provided by DLJ pursuant to this Agreement will be treated by the Company as
confidential, will be solely for the information and assistance of the Company
in connection with its consideration of the Transaction and will not be
reproduced, summarized, described or referred to, or furnished to any other
party or used for any other purpose, except in each case with our prior written
consent. It is further understood and agreed that, in the event that any opinion
of DLJ delivered pursuant to this Agreement is to be included in any proxy
statement mailed in connection with the Transaction, the opinion will be
reproduced therein in full and any description of or reference to DLJ or any
summary of the opinion or presentation of DLJ included in such document shall be
in form and substance acceptable to DLJ and its legal counsel.
Please note that DLJ is a full service securities firm engaged in
securities trading and brokerage activities, as well as providing investment
banking and financial advisory services. In the ordinary course of our trading
and brokerage activities, DLJ or its affiliates may at any time hold long or
short positions, and may trade or otherwise effect transactions, for our own
account or on the accounts of customers, in debt or equity securities of the
Company or other entities that may be involved in the Transaction. We recognize
our responsibility for compliance with Federal laws in connection with any such
activities.
The Company acknowledges and agrees that DLJ has been retained solely
to provide the advice or services set forth in this Agreement. DLJ shall act as
an independent contractor, and any duties of DLJ arising out of its engagement
hereunder shall be owed solely to the Company.
This Agreement may be terminated by either the Company or DLJ at any
time upon receipt of written notice to that effect by the other party. Upon any
termination or expiration of this Agreement, DLJ will be entitled to prompt
payment of all fees accrued prior to such termination or expiration and
reimbursement of all out-of-pocket expenses as described above; provided
however, if the Company shall terminate this agreement within 12 months
commencing upon your acceptance of this Agreement and a Transaction shall be
consummated within such 12 month period, DLJ shall be entitled to the fee set
forth in paragraph four above. The indemnity and other provisions contained in
Schedule I will also remain operative and in full force and effect regardless of
any termination or expiration of this Agreement.
It is understood that if the Company completes an acquisition
transaction involving the Target in lieu of any Transaction, during
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the term of this Agreement, DLJ and the Company will in good faith mutually
agree upon acceptable compensation for DLJ taking into account, among other
things, the results obtained and the custom and practice among investment
bankers of international standing acting in similar transactions.
The Company further agrees that it will not enter into any transaction
unless, prior to or simultaneously with such transaction referred to in either
of the two preceding paragraphs, adequate provision is made with respect to the
payment of compensation to DLJ as contemplated by such paragraphs.
This Agreement shall be binding upon and inure to the benefit of the
Company, DLJ, each Indemnified Person (as defined in Schedule I) and their
respective successors and assigns.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
The Company irrevocably and unconditionally submits to the exclusive
jurisdiction of any State or Federal court sitting in New York City over any
suit, action or proceeding arising out of or relating to this Agreement
(including Schedule I). The Company hereby agrees that service of any process,
summons, notice or document by U.S. registered mail addressed to the Company
shall be effective service or process for any action, suit or proceeding brought
in any such court. The Company irrevocably and unconditionally waives any
objection to the laying of venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding brought
in such a court has been brought in an inconvenient forum. The Company agrees
that a final judgment in any such suit, action or proceeding brought in any such
court shall be conclusive and binding upon the Company and may be enforced in
any other courts to whose jurisdiction the Company is or may be subject, by suit
upon such judgment.
If any term, provision ,covenant or restriction contained in this
Agreement, including Schedule I, is held by a court of competent jurisdiction or
other authority to be invalid, void, unenforceable or against its regulatory
policy, the remainder of the terms, provisions, covenants and restrictions
contained in this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
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After reviewing this Agreement, please confirm that the foregoing is in
accordance with your understanding by signing and returning to me the duplicate
of this Agreement attached hereto, whereupon it shall be our binding Agreement.
Very truly yours,
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By:
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Accepted and Agreed
this ____ day of January, 1998
WHX CORPORATION
By:
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