SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT (AMENDMENT NO. 2) 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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CUSIP NO. 268039 10 4 PAGE 1 OF 2
14D-1
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WHX Corporation (E.I.N.: 13-3768097)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
586,000 Common Shares
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(7) EXCLUDES CERTAIN SHARES
[ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (7)
4.9%
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10. TYPE OF REPORTING PERSON
HC and CO
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CUSIP NO. 268039 10 4 PAGE 2 OF 2
14D-1
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HN ACQUISITION CORP. (E.I.N.: 13-3940215)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
586,000 Common Shares
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (7)
4.9%
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10. TYPE OF REPORTING PERSON
CO
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<PAGE>
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 10. ADDITIONAL INFORMATION
Items 10(c) & (f) are hereby amended and supplemented by reference to
the Press Release issued by WHX Corporation on January 6, 1998, filed
herewith as Exhibit (a)(9).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following Exhibit (a)(9).
(a)(9) Text of Press Release issued by WHX Corporation on January 6,
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 6, 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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<PAGE>
EXHIBIT INDEX
(a)(9) Text of Press Release issued by WHX Corporation on January 6,
1998.
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WHX RESPONDS TO HANDY & HARMAN'S REJECTION
OF ITS $30 PER SHARE TENDER OFFER
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New York -- January 6, 1998 -- WHX Corporation (NYSE:WHX)
announced today that it is disappointed with Handy & Harman's (NYSE:HNH) recent
rejection of WHX's $30 per share tender offer to acquire any and all shares of
Handy & Harman. What is surprising, however, is the lack of any communication
from Handy & Harman or its financial adviser seeking to open a dialogue as to
how to best achieve an outcome which would be in the best in the interests of
Handy & Harman's shareholders.
WHX wishes to clarify that prior to commencement of its tender
offer, based on disclosures over the past few years in Handy & Harman's public
filings, WHX was well aware of the existence of overfunding in Handy & Harman's
pension plans and the market value of the precious metal inventory. In fact, WHX
had already taken these asset categories into account in arriving at its $30 per
share tender offer price. From WHX's perspective Handy & Harman has yet to
provide any new information which would warrant a change in that view.
WHX announced today that based on Handy & Harman's rejection
of WHX's tender offer and the absence of any communication from the company or
its financial adviser, WHX is not inclined to extend the January 16, 1998
expiration date of its tender offer or to change the price.
<PAGE>
WHX also announced that the Hart-Scott pre-merger notification
waiting period has expired.
Shareholders of Handy & Harman should recognize that the
Rights Condition and the Business Combination Condition described in WHX's
tender offer materials will not prevent WHX from purchasing less than 20% of
Handy & Harman's outstanding shares in the tender offer or otherwise (including
the 4.9% already owned by WHX).
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