SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HANDY & HARMAN
(Exact Name of Registrant as Specified in Its Charter)
New York 13-5129420
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
250 Park Avenue, New York, New York 10177
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. ( ) box. ( )
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is hereby made to the (i) Form 8-A of Handy & Harman, a
New York corporation (the "Registrant"), filed with the Securities and
Exchange Commission (the "Commission") on February 3, 1989, (ii) the Form
8-A/A of the Registrant filed with the Commission on May 21, 1996 and
(iii) the Form 8-A/A of the Registrant filed with the Commission on October
24, 1996, and such Forms are hereby incorporated by reference herein.
The Registrant has executed an Amendment, dated as of March 1,
1998 (the "Amendment"), to the Rights Agreement, dated as of January 26,
1989, as amended as of April 25, 1996 and October 22, 1996, between the
Registrant and ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(the "Rights Agreement"), in order to, among other things, (i) prevent HN
Acquisition Corp., a New York corporation (the "Purchaser") and
wholly owned subsidiary of WHX Corporation, a Delaware corporation ("WHX"),
WHX and their affiliates from becoming an Acquiring Person (as defined in
the Rights Agreement); (ii) prevent a Stock Acquisition Date, Triggering
Event or Distribution Date (each as defined in the Rights Agreement) from
occurring, in each case as a result of (a) the Purchaser's tender offer to
purchase all outstanding shares of the Company, at a price of $35.25 per
share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 6, 1998 (the
"Offer to Purchase"), and the related Letter of Transmittal (which together
with the Offer to Purchase constitute the "Offer"); (b) the merger of the
Purchaser with and into the Company (the "Merger") as provided for in the
Agreement and Plan of Merger, dated as of March 1, 1998, by and among WHX,
the Purchaser and the Registrant (the "Merger Agreement"); and (c) other
transactions contemplated by the Merger Agreement.
A copy of the Amendment is attached hereto as Exhibit 1 and is
incorporated herein by reference. The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety
by reference to the Amendment.
ITEM 2. EXHIBITS.
1. Amendment, dated as of March 1, 1998, to the Rights
Agreement, dated as of January 26, 1989, as amended on April
25, 1996 and October 22, 1996, by and between Handy & Harman
and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned
hereunto duly authorized.
HANDY & HARMAN
By: /s/ Paul E. Dixon
_________________________
Paul E. Dixon
Senior Vice President, General
Counsel and Secretary
Dated: March 6, 1998
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
1 Amendment, dated as of March 1, 1998, to the
Rights Agreement, dated as of January 26, 1989,
as amended as of April 25, 1996 and October 22,
1996, by and between Handy & Harman and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
Exhibit 1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of March 1, 1998, to the Rights Agreement,
dated as of January 26, 1989, as amended as of April 25, 1996 and October
22, 1996 (the "Rights Agreement"), between Handy & Harman, a New York
corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in accordance with Section 26 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
1. Section 1(a) is amended by adding the following at the end of
said Section:
; provided, further, that none of WHX Corporation, a Delaware
corporation ("WHX"), HN Acquisition Corp., a New York corporation and
wholly-owned subsidiary of WHX (the "Purchaser"), and their Affiliates
(the "WHX Persons") shall be deemed to be an Acquiring Person by
virtue of (x) the execution of the Agreement and Plan of Merger, dated
as of March 1, 1998 (the "Merger Agreement," which term shall include
any amendments thereto) by and among WHX, the Purchaser and the
Company, or (y) the consummation of any of the transactions
contemplated thereby, including, without limitation, the publication
or other announcement of the Offer (as defined therein), the
consummation of the Offer and the Merger (as defined therein)(the
items set forth in (x) and (y) are referred to herein as the "WHX
Transactions").
2. Section 1(j) is amended by adding the following at the end of
said Section:
; provided, however, that the public announcement of any of the
WHX Transactions shall not constitute a Stock Acquisition Date.
3. Section 1(l) is amended by adding the following at the end of
said Section:
Notwithstanding anything to the contrary contained in this
Agreement, none of the WHX Transactions shall constitute a Triggering
Event or an event described in Section 11(a)(ii) or Section 13.
4. Section 3(a) is amended by adding the following at the end of
said Section:
Notwithstanding anything to the contrary contained in this
Agreement, neither the announcement nor the consummation of the WHX
Transactions shall constitute or result in the occurrence of a
Distribution Date.
5. The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended hereby.
6. The foregoing amendment shall be effective as of the date
first above written, and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
7. This Amendment may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of this 1st day of March, 1998.
HANDY & HARMAN
By: /s/ Paul E. Dixon
_________________________
Name: Paul E. Dixon
Title: Senior Vice President, General Counsel
and Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Rights Agent
By: /s/ Robert Kavanaugh
__________________________
Name: Robert Kavanaugh
Title: Assistant Vice
President
