SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 6 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. 6
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 is distributing a letter to its shareholders, dated
January 15, 1998, with respect to the WHX Offer. A copy of the letter to
shareholders is also contained in a press release issued by Handy &
Harman on January 15, 1998. Copies of the letter to shareholders and the
text of the press release are filed as Exhibits 32 and 33 hereto,
respectively, and are incorporated by reference herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended to add the
following:
Exhibit
No. Description
------- -----------
32 Letter to Shareholders of Handy & Harman,
dated January 15, 1998.
33 Text of Press Release issued by Handy &
Harman, dated January 15, 1998.
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 15, 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
------- -----------
32 Letter to Shareholders of Handy & Harman,
dated January 15, 1998.
33 Text of Press Release issued by Handy &
Harman, dated January 15, 1998.
Exhibit 32
[Handy & Harman Letterhead]
January 15, 1998
To our Fellow Shareholders:
During the past two years we have taken a number of significant
steps to create a better future for our company and shareholders. Our
strategic initiatives have had three components. First, we have strived
to reduce our exposure to cyclical precious metal refining, processing
and manufacturing. In this regard, we sold our U.S. precious metal
refining business in mid-1996. In addition, we sold our automotive
business to Echlin in late 1995. The markets we have exited offered
relatively low growth prospects, low margins and highly competitive
pricing. By reducing our exposure to these markets, we have positioned
ourselves to significantly enhance our growth profile and increase our
return on capital employed.
Second, we have searched for related businesses that we can acquire
and integrate at prices that are value creating to our shareholders. We
believe that the acquisitions of ele Corporation in 1996 and Olympic
Manufacturing in 1997 have been clear successes and demonstrate the
significant value creation potential of smart acquisitions.
The third component of our strategy has been to improve our asset
utilization and to provide immediate returns to shareholders. Many
traditional metal-working manufacturers have created legacy liabilities
with which they must now come to grips. Environmental costs, dramatically
underfunded pensions, aged plant and equipment, product warranty or tort
liability problems like asbestos haunt so many fine companies in
traditional manufacturing industries. We have been able to avoid these
pitfalls and, to the contrary, have amassed significant assets in excess
of such liabilities. It appears that WHX has not been managed as
successfully.
As we have reduced our exposure to precious metals manufacturing,
we have been able to retain a significant volume of precious metals. Our
inventory of silver, gold and palladium has a market value of
approximately $126 million today, over $100 million of which is not
reflected on our balance sheet. In addition, the reductions in headcount
in many of our traditional businesses have resulted in our pension
programs being overfunded by approximately $125 million. Your management
has been working hard to find efficient ways to put these assets to work.
For example, in October 1996, we repurchased 1.8 million shares using
funds provided in part by the sale of a portion of our gold inventory at
that time.
Our recent stock price performance has shown some response to these
initiatives, with our stock up 27% in 1997 prior to the bid by WHX. We
continue to believe that this was just the beginning of a period of
strong stock price performance. It is in this time of significant
strategic change and improving stock price that we received an
unsolicited offer from WHX.
Your Board has reviewed this offer and continues to believe it is
inadequate. We do not believe our growth prospects or operations are
adequately reflected in WHX's proposal. Further, we do not believe the
value of our precious metals inventory and pension overfunding are
adequately reflected in its bid.
We do not believe that WHX is acting with your best interests in
mind, but rather is seeking to buy the Company as cheaply as it can. Your
Board of Directors, on the other hand, is committed to acting in the best
interests of all of the Company's shareholders. Consequently, the Board
of Directors continues to strongly urge you to reject the WHX offer and
not tender your shares.
This does not mean that your Board will not consider offers that
reflect the full value of the Company. Your Board will evaluate any bona
fide proposal or alternative presented in light of our current business
plan and prospects and will respond accordingly. While WHX and Mr. LaBow
have tried to create uncertainty by stating that WHX is inclined to
terminate its offer and may buy shares, your Board will not sit idly by,
but will continue to evaluate every creative strategic means to build
shareholder value and safeguard your holdings. There are no sacred cows
as we look to the future.
We will keep you informed. Thank you, as always, for your support.
Sincerely,
/s/ R.N. Daniel
R.N. Daniel
Chairman of the Board and
Chief Executive Officer
Exhibit 33
CONTACT: THOMAS DALY, JR. OR ADAM WEINER
KEKST AND COMPANY
(212) 521-4800
FOR IMMEDIATE RELEASE
HANDY & HARMAN ISSUES STATEMENT TO SHAREHOLDERS
NEW YORK, NY, JANUARY 15, 1998 - Handy & Harman (NYSE: HNH) today stated
that it is sending the following letter to its shareholders:
January 15, 1998
To our Fellow Shareholders:
During the past two years we have taken a number of significant
steps to create a better future for our company and shareholders. Our
strategic initiatives have had three components. First, we have strived
to reduce our exposure to cyclical precious metal refining, processing
and manufacturing. In this regard, we sold our U.S. precious metal
refining business in mid-1996. In addition, we sold our automotive
business to Echlin in late 1995. The markets we have exited offered
relatively low growth prospects, low margins and highly competitive
pricing. By reducing our exposure to these markets, we have positioned
ourselves to significantly enhance our growth profile and increase our
return on capital employed.
Second, we have searched for related businesses that we can acquire
and integrate at prices that are value creating to our shareholders. We
believe that the acquisitions of ele Corporation in 1996 and Olympic
Manufacturing in 1997 have been clear successes and demonstrate the
significant value creation potential of smart acquisitions.
The third component of our strategy has been to improve our asset
utilization and to provide immediate returns to shareholders. Many
traditional metal-working manufacturers have created legacy liabilities
with which they must now come to grips. Environmental costs, dramatically
underfunded pensions, aged plant and equipment, product warranty or tort
liability problems like asbestos haunt so many fine companies in
traditional manufacturing industries. We have been able to avoid these
pitfalls and, to the contrary, have amassed significant assets in excess
of such liabilities. It appears that WHX has not been managed as
successfully.
As we have reduced our exposure to precious metals manufacturing,
we have been able to retain a significant volume of precious metals. Our
inventory of silver, gold and palladium has a market value of
approximately $126 million today, over $100 million of which is not
reflected on our balance sheet. In addition, the reductions in headcount
in many of our traditional businesses have resulted in our pension
programs being overfunded by approximately $125 million. Your management
has been working hard to find efficient ways to put these assets to work.
For example, in October 1996, we repurchased 1.8 million shares using
funds provided in part by the sale of a portion of our gold inventory at
that time.
Our recent stock price performance has shown some response to these
initiatives, with our stock up 27% in 1997 prior to the bid by WHX. We
continue to believe that this was just the beginning of a period of
strong stock price performance. It is in this time of significant
strategic change and improving stock price that we received an
unsolicited offer from WHX.
Your Board has reviewed this offer and continues to believe it is
inadequate. We do not believe our growth prospects or operations are
adequately reflected in WHX's proposal. Further, we do not believe the
value of our precious metals inventory and pension overfunding are
adequately reflected in its bid.
We do not believe that WHX is acting with your best interests in
mind, but rather is seeking to buy the Company as cheaply as it can. Your
Board of Directors, on the other hand, is committed to acting in the best
interests of all of the Company's shareholders. Consequently, the Board
of Directors continues to strongly urge you to reject the WHX offer and
not tender your shares.
This does not mean that your Board will not consider offers that
reflect the full value of the Company. Your Board will evaluate any bona
fide proposal or alternative presented in light of our current business
plan and prospects and will respond accordingly. While WHX and Mr. LaBow
have tried to create uncertainty by stating that WHX is inclined to
terminate its offer and may buy shares, your Board will not sit idly by,
but will continue to evaluate every creative strategic means to build
shareholder value and safeguard your holdings. There are no sacred cows
as we look to the future.
We will keep you informed. Thank you, as always, for your support.
Sincerely,
R.N. Daniel
Chairman of the Board and
Chief Executive Officer
