SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 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. 1 the
Solicitation/Recommendation Statement on Schedule 14D-9, originally filed
on March 6, 1998 (as amended, the "Schedule 14D-9") by Handy & Harman, a
New York corporation (the "Company"), relating to the tender offer (the
"Offer") by HN Acquisition Corp., a New York corporation (the "Purchaser")
and wholly owned subsidiary of WHX Corporation, a Delaware corporation
("WHX"), disclosed in a Tender Offer Statement on Schedule 14D-1, dated as
of March 6, 1998, as amended (the "Schedule 14D-1"), to purchase 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, October 22, 1996 and March 1, 1998 (as
amended, the "Rights Agreement")), 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, 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 3. Identity and Background.
Item 3(b) of the Schedule 14D-9 is hereby amended and supplemented
by adding the following at the end of the section entitled "Arrangements
with WHX, the Purchaser or their Affiliates":
Amendment to Merger Agreement
On March 26, 1998, WHX, the Purchaser and the Company
amended the Merger Agreement to provide, among other things, that
payments required to be made to holders of Options in consideration
of the cancellation of such Options pursuant to the Merger
Agreement will be made immediately prior to the acceptance of
Shares for payment pursuant to the Offer, rather than at the
effective time of the Merger. A copy of Amendment No. 1 to the
Merger Agreement is filed as Exhibit 42 hereto and is incorporated
herein by reference.
Item 3(b) of the Schedule 14D-9 is hereby further amended and
supplemented by adding the following at the end of the section entitled
"Arrangements with Executive Officers, Directors or Affiliates of the
Company - Employment/Change in Control Agreements":
WHX and the Purchaser have advised the Company, and have
amended the Schedule 14D-1 to state, that payments under certain
employee and severance agreements with employees of the Company are
required to be made at the consummation of the Offer.
Item 6. Recent Transactions and Intent With Respect to Securities.
Item 6(a) of the Schedule 14D-9 is hereby amended and supplemented
by adding the following at the end thereof:
On March 26, 1998, the following directors of the Company
acquired Shares upon the exercise of Options granted pursuant to
the Handy & Harman Outside Director Stock Option Plan: Clarence A.
Abramson (3,816 Shares); Robert E. Cornelia (1,026 Shares), Gerald
G. Garbacz (343 Shares), Gouverneur M. Nichols (1,026 Shares),
Hercules P. Sotos (3,068 Shares) and Elliot J. Sussman (1,725
Shares). Each option was exercised for an exercise price of $1.00
per Share.
Item 9. Material to Be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following exhibit:
Exhibit
No. Description
42. Amendment No. 1, dated as of March 26, 1998, to the
Agreement and Plan of Merger, dated as of March 1,
1998, by and among WHX Corporation, HN Acquisition
Corp. and the Company.
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: March 27, 1998
HANDY & HARMAN
By: /s/ Paul E. Dixon
_______________________
Paul E. Dixon
Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit
No. Description
42. Amendment No. 1, dated as of March 26, 1998, to
the Agreement and Plan of Merger, dated as of March
1, 1998, by and among WHX Corporation, HN Acquisition
Corp. and the Company.
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 (the "Amendment"), dated as of March 26, 1998, to the
Agreement and Plan of Merger, dated as of March 1, 1998 (the "Merger
Agreement"), by and among WHX Corporation, a Delaware corporation
("Parent"), HN Acquisition Corp., a New York corporation and a wholly owned
subsidiary of Parent (the "Purchaser"), and Handy & Harman, a New York
corporation (the "Company").
WHEREAS, the parties hereto desire to amend the Merger Agreement to
provide that payments required to be made to holders of Options (as defined
in the Merger Agreement) in consideration of the cancellation of such
Options pursuant to the Merger Agreement shall be made immediately prior to
the acceptance of Shares for payment pursuant to the Offer, rather than at
the Effective Time (as defined in the Merger Agreement).
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein shall have the meaning assigned to
such term in the Merger Agreement. Each reference to "hereof," "herein,"
"hereunder," "hereby" and "this Agreement" shall from and after the date
hereof refer to the Merger Agreement as amended by this Amendment.
SECTION 2. Treatment of Options. The first paragraph of Section
2.5 of the Merger Agreement is hereby amended and restated in its entirety
to read as follows:
Section 2.5 Company Option Plans. Parent and the Company shall
take all actions necessary to provide that, effective immediately
prior to the acceptance of Shares for payment pursuant to the Offer,
(i) each outstanding employee stock option to purchase Shares (an
"Employee Option") granted under the Company's Long-Term Incentive
Stock Option Plan (the "ISO Plan") or the Company's 1995 Omnibus Stock
Incentive Plan (the "1995 Option Plan") and each outstanding non-
employee director option to purchase Shares ("Director Options" and
collectively with Employee Options, "Options") granted under the
Company's Outside Director Stock Option Plan (the "Director Plan" and
collectively with the ISO Plan and the 1995 Option Plan, the "Option
Plans"), whether or not then exercisable or vested, shall become fully
exercisable and vested, (ii) each Option that is then outstanding
shall be cancelled and (iii) in consideration of such cancellation,
and except to the extent that Parent or the Purchaser and the holder
of any such Option otherwise agree, the Company (or, at Parent's
option, the Purchaser) shall pay to such holders of Options an amount
in respect thereof equal to the product of (A) the excess, if any, of
the Offer Price over the exercise price of each such Option and (B)
the number of Shares subject thereto (such payment to be net of
applicable withholding taxes).
SECTION 3. No Further Amendment. Except as otherwise provided
herein, the Merger Agreement shall remain unchanged and in full force and
effect.
SECTION 4. Effect of Amendment. From and after the execution of
this Amendment by the parties hereto, any reference to the Merger Agreement
shall be deemed a reference to the Merger Agreement as amended hereby.
SECTION 5. Governing Law. This Amendment shall be governed by,
enforced under and construed in accordance with the laws of the State of
New York, without giving effect to the principles of conflict of laws
thereof.
SECTION 6. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
SECTION 7. Captions. The captions of the various sections of this
Amendment have been inserted only for convenience of reference and shall
not be deemed to modify, explain, enlarge or restrict any provision of this
Amendment or the Merger Agreement or affect the construction thereof.
IN WITNESS WHEREOF, each of Parent, the Purchaser and the Company
has caused this Amendment to be executed as of the date first above
written.
WHX CORPORATION
By: /s/ Ronald LaBow
_____________________________
Name: Ronald LaBow
Title: Chairman
HN ACQUISITION CORP.
By: /s/ Stuart Tabin
_____________________________
Name: Stuart Tabin
Title: Vice President
HANDY & HARMAN
By: /s/ Paul E. Dixon
______________________________
Name: Paul E. Dixon
Title: Senior Vice President, General
Counsel and Secretary
