SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
Handy & Harman
(Name of Subject Company)
Handy & Harman
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
410306104
(CUSIP Number of Class of Securities)
Paul E. Dixon, Esq.
Senior Vice President, General
Counsel and Secretary
Handy & Harman
250 Park Avenue
New York, New York 10177
(212) 661-2400
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
Milton G. Strom, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022-3897
(212) 735-3000
This Amendment supplements and amends as Amendment
No. 5 the Solicitation/Recommendation Statement on
Schedule 14D-9, originally filed on December 24, 1997 (as
amended, the "Schedule 14D-9"), by Handy & Harman, a New
York corporation ("Handy & Harman"), relating to the
tender offer (the "WHX Offer") by HN Acquisition Corp., a
New York corporation (the "Purchaser") and wholly owned
subsidiary of WHX Corporation, a Delaware corporation
("Parent"), disclosed in a Tender Offer Statement on
Schedule 14D-1, dated December 16, 1997, as amended, to
purchase any and all outstanding shares of common stock,
par value $1.00 per share (the "Shares"), of Handy &
Harman, 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"),
of Handy & Harman at a price of $30.00 per Share, net to
the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated
December 16, 1997, and the related Letter of Transmittal.
Capitalized terms used and not otherwise defined herein
shall have the meanings set forth in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended to
add the following:
Handy & Harman has issued an announcement to the
participants in the Handy & Harman Savings Plan (the
"Savings Plan") relating to the procedures for tendering
Shares held in the Savings Plan. A copy of the
announcement is filed as Exhibit 31 hereto and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
No. Description
31 Announcement to Participants in the
Handy & Harman Savings Plan.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: January 14, 1998 HANDY & HARMAN
By: /s/ Paul E. Dixon
_______________________
Name: Paul E. Dixon
Title: Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit
No. Description
31 Announcement to Participants in the
Handy & Harman Savings Plan.
Exhibit 31
ANNOUNCEMENT
To Participants in the Handy & Harman Savings Plan:
As you are undoubtedly aware, on December 16,
1997 WHX Corporation announced that its wholly owned
subsidiary, HN Acquisition Corporation commenced an
unsolicited tender offer for any and all outstanding
shares of common stock of Handy & Harman at $30 per share
in cash.
At a meeting of the Board of Directors of Handy
& Harman on December 23, 1997, the Board reviewed the WHX
offer and its terms and conditions with Handy & Harman
management, along with guidance from its legal and
financial advisors.
After careful consideration, the Board of
Directors unanimously determined that WHX's offer is
inadequate, is not in the best interests of Handy &
Harman and its shareholders and does not adequately
reflect the future prospects of the Company.
Accordingly, the Board of Directors of Handy &
Harman recommended that the Company's shareholders reject
the WHX offer and not tender their shares pursuant to the
offer.
Participants in the Savings Plan shall be aware
that, under the Regulations governing 401(k) plans,
tendering of shares will not result in a distributable
event. Any cash received from the tendering of shares
will remain in the Plan, be invested in the T. Rowe Price
Prime Reserve Fund and may be subsequently reinvested as
provided by the Plan.
Any participants wishing to tender Handy &
Harman shares held in their 401(k) account should
telephone T. Rowe Price with instructions by no later
than 11:00 AM (E.S.T.) Friday, January 16, 1998. The
phone number is 800-922-9945. Participants should
indicate the number of shares they wish tendered. T.
Rowe Price has agreed to compile this information and to
initiate notification to the Depositary in accordance
with the instructions contained in the Offer to Purchase.
If any difficulty is encountered, you should
contact Michael Baker or Donna Rizzo-Byrnes of the
Corporate Human Resources Department (914-925-4428/4429)
for assistance.
