SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT (AMENDMENT NO. 3) PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange
Commission on December 16, 1997, as amended, 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"). Capitalized terms used and not defined herein
shall have the meanings assigned to such terms in the Offer to Purchase and the
Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF BIDDER
The information in the seventh paragraph of Section 12 of the Offer to
Purchase entitled "Plans for the Company" and incorporated by reference into
Item 5 of the Schedule 14D-1 is hereby amended in its entirety as follows:
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 (except as described below) they have not identified
any specific assets, corporate structure, or business strategy which
warrants change. The Purchaser and the Parent are aware of the
existence of an overfunding in the Company's pension plans and the fact
that the market value of the the Company's precious metals inventory
substantially exceeds the book value of such asset. The Parent has made
a preliminary review of, on the basis of publicly available
information, various possible business strategies which it might
consider if it acquires control of the Company, including means of
utilizing the Company's overfunded pension plans and precious metals
inventory for the benefit of the combined entity, while at the same
time ensuring that the Company's retired employees and its contractual
commitments will be adequately protected. If the Purchaser acquires
control of the Company, the Parent 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 at the same time what, if any, changes or sale
of assets would be desirable in light of the circumstances which then
exist.
ITEM 10. ADDITIONAL INFORMATION
The information set forth in the Introduction and Section 14 of the
Offer to Purchase entitled "Conditions of the Offer" and incorporated by
reference into Item 10(f) of the Schedule 14D-1 is hereby amended and
supplemented by the following information:
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 4.9% of
the Shares now beneficially owned by the Parent and the Purchaser, is
less than 20% of the outstanding Shares. In the event that 15.1% or
more of the outstanding Shares are validly tendered in the Offer and
not withdrawn at the expiration of the Offer, the Business Combination
Condition and the Rights Condition would be applicable to the Offer
and, based on current circumstances, would prevent the acquisition of
"any and all" Shares by the Parent and the Purchaser in the Offer,
unless such conditions are otherwise satisfied or waived.
The information set forth immediately preceding clause (i) in the first
paragraph of Section 14 of the Offer to Purchase entitled "Conditions of the
Offer" and incorporated by reference into Item 10(f) of the Schedule 14D-1 is
hereby amended by deleting the words "acceptance for payment of, or payment for,
such Shares" and inserting instead the words "Expiration Date".
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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: January 9, 1998
WHX CORPORATION
By: /s/ Stewart E. Tabin
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Name: Stewart E. Tabin
Title: Assistant Treasurer
HN ACQUISITION CORP.
By: /s/ Stewart E. Tabin
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Name: Stewart E. Tabin
Title: Vice President
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