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
April 7, 1998
------------------------------------------------
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 (IRS Employer
of Incorporation) Number) Identification No.)
250 Park Avenue
New York, New York 10177
---------------------------------------------------
(Address of Principal Executive Offices and Zip Code)
(212) 661-2400
---------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
--------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant
On April 7, 1998, WHX Corporation, a Delaware corporation ("WHX"),
through its wholly owned subsidiary, HN Acquisition Corp., a New York
corporation (the "Purchaser"), accepted for payment, and paid for,
9,976,651 shares of common stock, par value $1.00 per share (the "Shares"),
of Handy & Harman, a New York corporation (the "Company"), that had been
validly tendered and not withdrawn, including approximately 248,484 Shares
tendered pursuant to notices of guaranteed delivery, pursuant to the
Purchaser's tender offer for all outstanding Shares at a price of $35.25
per Share (the "Offer"). The Offer was made pursuant to an Offer to
Purchase, dated as of March 6, 1998, as amended, and pursuant to an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 1,
1998, as amended as of March 26, 1998, by and among WHX, the Purchaser and
the Company, which provides for, among other things, the Offer and,
following consummation of the Offer, the merger of the Purchaser with and
into the Company, with the Company surviving as a wholly owned subsidiary
of WHX following the merger (the "Merger").
The Shares purchased pursuant to the Offer, together with the
Shares previ ously owned by the Purchaser and its affiliates, constitute
approximately 95.7% of the issued and outstanding Shares. The remaining
Shares will be converted into the right to receive $35.25 in cash upon
consummation of the Merger, which is expected to be completed on or about
April 9, 1998.
The aggregate purchase price for the Shares purchased pursuant to
the Offer was $351,676,947.75. The Purchaser received all funds necessary
to purchase the Shares through capital contributions or advances made by
WHX or its affiliates. WHX obtained such funds from its cash on hand and
marketable securities and through a Rule 144A private placement of $350
million aggregate principal amount of its 10 1/2% Senior Notes due 2005
(the "Notes").
In accordance with the provisions of the Merger Agreement,
effective upon payment for the Shares by the Purchaser, Richard N. Daniel,
Frank E. Grzelecki, Gerald G. Garbacz, Robert D. LeBlanc, Gouverneur M. Nichols,
Hercules P. Sotos, Elliot J. Sussman and Roger E. Tetrault resigned from the
Board of Directors of the Company, and the following designees of WHX were
appointed to fill the resulting vacancies: Paul W. Bucha, Robert A. Davidow,
Ronald LaBow, Howard Mileaf, Stewart E. Tabin, Neale X. Trangucci and
Marvin L. Olshan. In accordance with the terms of the Merger Agreement,
Clarence A. Abramson and Robert E. Cornelia will remain on the Board of
Directors of the Company until consummation of the Merger.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
99.1 Agreement and Plan of Merger, dated as of March 1, 1998,
by and among WHX Corporation, HN Acquisition Corp. and
Handy & Harman (filed as Exhibit 99.1 to the Company's
Current Report on Form 8-K, dated March 3, 1998, and
incorporated herein by reference).
99.2 Amendment No. 1, dated as of March 26, 1998, to Agreement
and Plan of Merger, dated as of March 1, 1998, by and
among WHX Corporation, HN Acquisition Corp. and Handy &
Har man (filed as Exhibit 42 to Amendment No. 1 to the
Com pany's Solicitation/Recommendation Statement on
Schedule 14D-9, dated as of March 27, 1998, and
incorporated herein by reference).
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.
Date: April 8, 1998
HANDY & HARMAN
By: /s/ Paul E. Dixon
---------------------------------------
Name: Paul E. Dixon
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Document
99.1 Agreement and Plan of Merger, dated as of March 1, 1998,
by and among WHX Corporation, HN Acquisition Corp. and
Handy & Harman (filed as Exhibit 99.1 to the Company's
Current Report on Form 8-K, dated March 3, 1998, and
incorporated herein by reference).
99.2 Amendment No. 1, dated as of March 26, 1998, to Agreement
and Plan of Merger, dated as of March 1, 1998, by and
among WHX Corporation, HN Acquisition Corp. and Handy &
Har man (filed as Exhibit 42 to Amendment No. 1 to the
Company's Solicitation/Recommendation Statement on
Schedule 14D-9, dated as of March 27, 1998, and
incorporated herein by reference).
