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
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. 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
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
1,011,152 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)
8.4%
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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
1,011,152 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)
8.4%
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10. TYPE OF REPORTING PERSON
CO
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This Amendment No. 5 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"). Pursuant to
Instruction D to Schedule 14D-1, this Amendment No. 5 (the "Final Amendment")
constitutes the final amendment to the Statement. The Final Amendment also
constitutes the Statement on Schedule 13D of the Parent and the Purchaser.
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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
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Item 5 is hereby amended and supplemented by reference to the press
release filed herewith as Exhibit (a)(11).
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
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Item 6 is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on Friday,
January 16, 1998. In accordance with the terms of the Offer, the Purchaser has
accepted for payment all Shares validly tendered and not withdrawn as of the
expiration of the Offer at a price of $30 per share. The Purchaser has been
advised by the Depositary that 425,152 Shares (approximately 3.5%) had been
validly tendered as of the Expiration Date. After the Offer, the Purchaser and
the Parent beneficially own 1,011,152 Shares, representing approximately 8.4% of
the outstanding Shares, of which all Shares are directly owned by the Purchaser.
The percentages above were calculated based on 12,015,052 outstanding Shares as
of November 10, 1997, as set forth in the Company's Form 10-Q for the quarter
ended September 30, 1997.
A copy of the press release issued by Parent in respect of the
foregoing is filed herewith as Exhibit (a)(11) 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 January 20, 1998, filed
herewith as Exhibit (a)(11).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
Item 11 is hereby amended to add the following Exhibit (a)(11).
(a)(11) Text of Press Release issued by WHX Corporation on January 20,
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 20, 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)(11) Text of Press Release issued by WHX Corporation on January 20,
1998.
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Contacts:
Abernathy MacGregor Frank
Joele Frank/Patricia Sturms
(212) 371-5999
WHX COMPLETES TENDER OFFER
AND NOW OWNS 8.4% OF HANDY & HARMAN
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New York -- January 20, 1998 -- WHX Corporation (NYSE: WHX)
announced that 425,152 shares (approximately 3.5%) of common stock of Handy &
Harman (NYSE: HNH) were validly tendered and not withdrawn as of the expiration
of WHX's tender offer on Friday, January 16, 1998.
WHX has purchased all of those shares at $30 per share,
thereby bringing its total ownership interest in Handy & Harman to 1,011,152
shares (approximately 8.4%).
WHX continues to be interested in acquiring all of Handy &
Harman at $30 per share through an amicable merger transaction, and expects to
explore various means of achieving that objective in the coming weeks and
months. WHX reserves the right to purchase additional shares of Handy & Harman,
whether by tender offer, open market or private purchases. WHX also reserves the
right to sell shares of Handy & Harman at any time and/or to change its
investment objective with respect to the company.
