SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 5)
(FINAL AMENDMENT)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 8)
UNDER 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.
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 753-7200
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<PAGE>
CUSIP NO. 268039 10 4 PAGE 1 OF 3
SCHEDULE 14D-1 AND 13D
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
11,626,106 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)
95.7%
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10. TYPE OF REPORTING PERSON
HC and CO
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<PAGE>
CUSIP NO. 268039 10 4 PAGE 2 OF 3
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)
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,626,106 Common Shares
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (7)
95.7%
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10. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
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<PAGE>
CUSIP NO. 268039 10 4 PAGE 3 OF 3
14D-1
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WHEELING-PITTSBURGH CAPITAL CORPORATION (E.I.N.:13-3723443)
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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
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,626,106 Common Shares
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (7)
95.7%
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10. TYPE OF REPORTING PERSON
CO
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<PAGE>
This Amendment No. 5 (the "Final Amendment") amends and supplements (i)
the Tender Offer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on March 6, 1998, 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 all outstanding shares of
Common Stock, par value $1.00 per share (the "Shares") of Handy & Harman, a New
York corporation (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 so amended,
the "Rights Agreement"), between the Company and ChaseMellon Shareholder
Services L.L.C., as Rights Agent, at a price of $35.25 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 March 6, 1998 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, constitute the "Offer"), and (ii) the
Schedule 13D filed by the Parent and the Purchaser with respect to the Shares.
Pursuant to Instruction D to Schedule 14D-1, this Final Amendment constitutes
the final amendment to the Tender Offer Statement. 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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 is hereby amended and supplemented as follows:
The Parent has completed the sale of $350 million principal amount of
10 1/2% Senior Notes due 2005 in a Rule 144A private placement to qualified
institutional buyers. The net proceeds from such offering will be used to fund a
portion of the purchase price of the acquisition of the Company.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
As provided in the Merger Agreement, following completion of the Offer,
eight members of the Company's Board of Directors resigned and were replaced by
seven designees of the Parent: Paul W. Bucha, Robert A. Davidow, Ronald LaBow,
Howard Mileaf, Stewart E. Tabin, Neale X. Trangucci and Marvin L. Olshan. Two of
the Company's Directors, being Clarence A. Abramson and Robert E. Cornelia, will
remain on the Board of Directors pending completion of the Merger.
A copy of the press release issued by Parent in respect of the
foregoing is filed herewith as Exhibit (a)(22) and incorporated herein by
reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on Monday,
April 6, 1998. The Purchaser has been advised by the Depositary that according
to a preliminary count 9,976,651 Shares had been validly tendered as of the
Expiration Date, including approximately 248,484 Shares tendered pursuant to
notices of guaranteed delivery. The Purchaser accepted for payment all such
Shares validly tendered according to the terms of the Offer. Based upon the
foregoing, after the Offer, the Purchaser, the Parent and Wheeling-Pittsburgh
Capital Corporation, a wholly owned subsidiary of the Parent, beneficially own
11,626,106 Shares, representing approximately 95.7% of the outstanding Shares.
The percentages above were calculated based on 12,143,192 outstanding Shares as
of March 26, 1998, as set forth in the Company's Form 10-K for the fiscal year
ended December 31, 1997.
Pursuant to the Merger Agreement, the Purchaser intends to merge with
and into the Company pursuant to the provisions of the New York Business
Corporation Law as soon as practicable in a subsequent second-step merger. The
Merger Agreement provides that at the Effective Time each issued and outstanding
Share not tendered and purchased pursuant to the Offer (other than (i) Shares
held in the treasury of the Company, (ii) Shares owned by Parent, Purchaser or
any other direct or indirect subsidiary of Parent or of the Company, or (iii)
Shares held by Shareholders exercising appraisal rights under New York law),
will be converted, in a subsequent second-step merger, into the right to receive
$35.25 in cash, without interest thereon.
A copy of the press release issued by Parent in respect of the
foregoing is filed herewith as Exhibit (a)(22) and incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10 (f) is hereby amended and supplemented by reference to the
Press Release issued by WHX Corporation on April 7, 1998, filed herewith as
Exhibit (a)(22), relating to, among other things, the completion of the Offer by
the Purchaser.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following Exhibit (a)(22).
(a)(22) Text of Press Release issued by WHX Corporation on April
7, 1998.
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<PAGE>
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: April 7, 1998
WHX CORPORATION
By: /s/ Stewart E. Tabin
--------------------------------
Name: Stewart E. Tabin
Title: Assistant Treasurer
HN ACQUISITION CORP.
By: /s/ Stewart E. Tabin
--------------------------------
Name: Stewart E. Tabin
Title: Vice President
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<PAGE>
EXHIBIT INDEX
(a)(22) Text of Press Release issued by WHX Corporation on April
7, 1998.
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FOR IMMEDIATE RELEASE
Contact:
Patricia Sturms
Abernathy MacGregor Frank
(212) 371-5999
WHX CORPORATION COMPLETES TENDER OFFER FOR HANDY & HARMAN
New York -- April 7, 1998 -- WHX Corporation (NYSE: WHX)
announced today that 9,976,651 shares of common stock of Handy & Harman (NYSE:
HNH) were validly tendered and not withdrawn as of the expiration of WHX's
tender offer at 12:00 midnight, New York city time, on Monday, April 6, 1998,
including approximately 248,484 shares tendered by guaranteed delivery. WHX has
purchased all such shares at $35.25 per share, thereby bringing its total
ownership interest in Handy & Harman to 11,626,106 shares (approximately 95.7%).
As previously announced, the approximately 517,086 remaining
Handy & Harman shares will be converted into the right to receive $35.25 per
share in cash in a merger between Handy & Harman and HN Acquisition Corp., a
wholly owned subsidiary of WHX.
WHX also announced that it has completed the sale of $350
million principal amount of 10 1/2% Senior Notes due 2005 in a Rule 144A Private
Placement to qualified institutional buyers. The net proceeds from such offering
will be used to fund a portion of the purchase price of the Handy & Harman
acquisition. The Notes have not been registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not be offered or
sold in the United States absent registration under the Securities Act of 1933
and applicable state securities laws or available exemptions from registration
requirements.
WHX, indirectly through Wheeling-Pittsburgh Steel Corporation,
operates the ninth largest domestic integrated steel business.
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