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
AND
SCHEDULE 13D
(AMENDMENT NO. 5)
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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This Statement 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 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. 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) of the Schedule 14D-1/13D is hereby amended and supplemented
as follows:
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 (a)(12) hereto and is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 2 under Item 3 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following Exhibit (a)(12).
(a)(12) Amendment No. 1, dated as of March 26, 1998, to the Agreement
and Plan of Merger, dates as of March 1, 1998, by and among
WHX Corporation, HN Acquisition Corp. and the Company.
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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: March 27, 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)(12) Amendment No. 1, dated as of March 26, 1998, to the Agreement
and Plan of Merger, dates as of March 1, 1998, by and among
WHX Corporation, HN Acquisition Corp. and the Company.
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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 Agree
ment"), 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 consid
eration, 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
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Shares ("Director Options" and collectively with Employee Options, "Op-
tions") 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 other wise 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 Amend
ment 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.
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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
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Name: Ronald LaBow
Title: Chairman
HN ACQUISITION CORP.
By: /S/ STUART E. TABIN
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Name: Stuart E. Tabin
Title: Vice President
HANDY & HARMAN
By: /S/ PAUL E. DIXON
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Name: Paul E. Dixon
Title: Senior Vice President,
General Counsel and
Secretary
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