SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT (AMENDMENT NO. 4) PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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HANDY & HARMAN
(Name of Subject Company)
WHX CORPORATION
HN ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
410306 10 4
(CUSIP Number of Class of Securities)
MR. RONALD LABOW
CHAIRMAN OF THE BOARD
WHX CORPORATION
110 EAST 59TH STREET
NEW YORK, NY 10022
TELEPHONE: (212) 355-5200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
with copies to:
ILAN K. REICH, ESQ. ROBERT P. ZINN, ESQ.
STEVEN WOLOSKY, ESQ. LEONARD S. FERLEGER, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP KIRKPATRICK & LOCKHART LLP
505 PARK AVENUE 1500 OLIVER BUILDING
NEW YORK, NEW YORK 10022 PITTSBURGH, PENNSYLVANIA 15222
TELEPHONE: (212) 753-7200 TELEPHONE: (412) 355-6332
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This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on December 16,
1997, by HN Acquisition Corp. (the "Purchaser"), a New York corporation and a
wholly owned subsidiary of WHX Corporation, a Delaware corporation (the
"Parent"), to purchase any and 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 and October 22, 1996 (as so
amended, the "Rights Agreement"), between the Company and ChaseMellon
Shareholder Services L.L.C., as Rights Agent, at a price of $30 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated December 16, 1997 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, constitute the "Offer"). Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Offer to Purchase and the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following Exhibit (a)(10).
(a)(10) Text of Press Release issued by WHX Corporation on January 12,
1998.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 12, 1998
WHX CORPORATION
By: /s/ Stewart E. Tabin
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Name: Stewart E. Tabin
Title: Assistant Treasurer
HN ACQUISITION CORP.
By: /s/ Stewart E. Tabin
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Name: Stewart E. Tabin
Title: Vice President
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EXHIBIT INDEX
(a) (10) Text of Press Release issued by WHX Corporation on January 12,
1998.
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New York -- January 12, 1998 -- WHX Corporation (NYSE:WHX)
announced today the following clarification to the last paragraph of its press
release issued on January 6, 1998 relating to its tender offer to acquire any
and all shares of Handy & Harman (NYSE:HNH):
Shareholders of Handy & Harman should recognize that the Business
Combination Condition and the Rights Condition shall be deemed to be
satisfied if at the expiration of the tender offer the number of shares
validly tendered and not withdrawn, together with the 4.9% of the
shares now beneficially owned by WHX, is less than 20% of the
outstanding shares. In the event that 15.1% or more of the outstanding
shares are validly tendered in the tender offer and not withdrawn at
the expiration of the tender offer, the Business Combination Condition
and the Rights Condition would be applicable to the tender offer and,
based on current circumstances, would prevent the acquisition of "any
and all" shares by WHX in the tender offer, unless such conditions are
otherwise satisfied or waived.
