SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 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. 4 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 6. Recent Transactions and Intent With Respect to Securities.
Item 6(a) of the Schedule 14D-9 is hereby amended to add the
following:
(a) Pursuant to the Handy & Harman Outside Director Stock Option
Plan (the "Directors' Plan") and consistent with past practice, Handy &
Harman has granted an option to purchase 343 Shares to each of the
following non-employee directors of Handy & Harman: Clarence A. Abramson,
Robert E. Cornelia, Gerald G. Garbacz, Gouverneur M. Nichols, Hercules P.
Sotos, Elliot J. Sussman and Roger E. Tetrault. Each option granted
pursuant to the Directors' Plan has an exercise price of $1.00 per Share
and is exercisable for ten years after the date of grant.
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 12, 1998 HANDY & HARMAN
By: /s/ Paul E. Dixon
Name: Paul E. Dixon
Title: Senior Vice President,
General Counsel and
Secretary
