SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT (AMENDMENT NO. 1) PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 3)
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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF BIDDER
The information set forth in the seventeenth paragraph of Section 12 of
the Offer to Purchase entitled "Purpose of the Offer; Merger Agreement; Plans
for the Company" is hereby amended in its entirety as follows:
Employee Arrangements. The Merger Agreement provides that the
Parent and the Purchaser will continue the employment of all persons
who, immediately prior to the Effective Time, were employees of the
Company or its subsidiaries ("Retained Employees"). Payments under
certain employee and severance agreements are required to be made at
the consummation of the Offer.
ITEM 10. ADDITIONAL INFORMATION
The information incorporated by reference into Item 10(f) of the
Schedule 14D-1 is hereby amended and supplemented by the following information:
(i) The information set forth in the tenth paragraph of the
Introduction of the Offer to Purchase is hereby amended by deleting the words
"while the Purchaser and the Parent have no reason, as of the date of this Offer
to Purchase, to believe that such information is incorrect in any material
respect, none of the Purchaser, the Parent, their respective affiliates or any
representative of any of the foregoing assumes any liability therefor".
(ii) The information set forth in the second sentence of the first
paragraph of Section 8 of the Offer to Purchase entitled "Certain Information
Concerning the Company" is hereby deleted.
(iii) The information set forth in the last sentence of the second to
last paragraph of Section 8 of the Offer to Purchase entitled "Certain
Information Concerning the Company" is hereby amended by deleting the words
"None of the Parent, the Purchaser or the Company assumes any responsibility for
the validity, reasonableness, accuracy or completeness of the forecasts and the"
and inserting the word "The" immediately before the word "Company".
(iv) The information set forth in the clause (i) of the first paragraph
of Section 14 of the Offer to Purchase entitled "Conditions of the Offer" is
hereby amended by inserting the words "before the Expiration Date" immediately
after the word "satisfied".
(v) The information set forth in the clause (ii) of the first paragraph
of Section 14 of the Offer to Purchase entitled "Conditions of the Offer" is
hereby amended by inserting the words "before the Expiration Date" immediately
after the word "exercisable".
(vi) The information set forth in the clause (iii) of the first
paragraph of Section 14 of the Offer to Purchase entitled "Conditions of the
Offer" is hereby amended by deleting the words "time of acceptance of Shares for
payment pursuant to the Offer" and inserting instead the words "Expiration
Date".
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following Exhibits (a)(9), (a)(10)
and (a)(11).
(a)(9) Election Form With Respect to Shares of Handy & Harman Stock
Distributed to Participants of the Handy & Harman Savings
Plan.
(a)(10) Letter from ChaseMellon Shareholder Services to Dividend
Reinvestment Plan Participants.
(a)(11) Letter from ChaseMellon Shareholder Services to Employee
Stock Purchase Plan Participants.
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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: March 23, 1998
WHX CORPORATION
By:/S/ STEWART TABIN
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Name: Stewart E. Tabin
Title: Assistant Treasurer
HN ACQUISITION CORP.
By: /S/ STEWART TABIN
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Name: Stewart E. Tabin
Title: Vice President
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<PAGE>
EXHIBIT INDEX
(a)(9) Election Form With Respect to Shares of Handy & Harman Stock
Distributed to Participants of the Handy & Harman Savings
Plan.
(a)(10) Letter from ChaseMellon Shareholder Services to Dividend
Reinvestment Plan Participants.
(a)(11) Letter from ChaseMellon Shareholder Services to Employee
Stock Purchase Plan Participants.
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ELECTION FORM
WITH RESPECT TO SHARES OF HANDY & HARMAN STOCK
THE HANDY & HARMAN SAVINGS PLAN
Number of Shares allocated to your Savings Plan account:
This election Form gives two choices: (1) to tender (sell) all Shares of Handy &
Harman Stock allocated to your Handy & Harman Savings Plan account for $35.25
per Share or (2) to not tender (sell) any of the Shares of Handy & Harman for
$35.25. Any cash received from the tendering of shares will remain in the Plan,
be invested in the T. Rowe Price Prime Reserve Fund and may be subsequently
reinvested as provided by the Plan. If a Participant fails to return an Election
Form providing the Administrative Committee with directions as to his or her
tender offer rights, the Administrative Committee shall exercise those rights as
it determines in its discretion and shall direct the Trustee accordingly. Please
read the enclosed material for further detail on the tender offer.
Check one box only:
A. / / Tender (sell) all Shares for $35.25 per Share.
B. / / Do not tender (sell) any Shares.
Dated: _____________________________, 1998 _______________________________
Signature
TO SELL ALL SHARES ALLOCATED TO YOUR HANDY & HARMAN SAVINGS
PLAN ACCOUNT, CHECK BOX A, DATE AND RETURN THIS FORM IN
THE ENCLOSED ENVELOPE, SO THAT IT IS
RECEIVED NO LATER THAN MARCH 26, 1998.
YOUR ELECTION WILL BE CONFIDENTIAL.
CHASEMELLON 450 West 33rd Street
SHAREHOLDER SERVICES New York
NY 10001
Dear Dividend Reinvestment Plan Participant:
You have recently received information and documents regarding the agreement and
Plan of Merger between Handy & Harman (the "Company") and WHX Corporation (the
"Purchaser"). Those documents advised you that pursuant to the Merger Agreement,
the Purchaser commenced a tender offer (the "Offer") to purchase all outstanding
shares of the Company's common stock for $35.25 per share in cash. Under the
Merger Agreement, the tender offer will be followed by a merger (the "Merger")
of the Purchaser with and into the Company and all shares of the Company's
common stock not purchased in the tender offer (other than shares held by WHX,
the Purchaser or the Company or shares held by dissenting shareholders) will be
converted into the right to receive $35.25 per share in cash.
As the plan administrator, we will be tendering all the shares we are holding on
your behalf in the dividend reinvestment plan. A check for the proceeds will be
sent to you shortly after the expiration of the tender offer which is due to
expire on April 2, 1998.
If for any reason you do not wish to tender your dividend reinvestment shares
you must notify us in writing by March 25, 1998 at the following address:
ChaseMellon Shareholder Services
P.O. Box 3338
South Hackensack, N.J. 07606
CHASEMELLON 450 West 33rd Street
SHAREHOLDER SERVICES New York
NY 10001
Dear Employee Stock Purchase Plan Participant:
Enclosed please find a copy of the schedule 14D-9 and Offer to Purchase
regarding the agreement and plan of merger between Handy & Harman (the
"Company") and WHX Corporation (the "Purchaser"). Pursuant to the Merger
Agreement, the Purchaser commenced a tender offer (the "Offer") to purchase all
outstanding shares of the Company's common stock for $35.25 per share in cash.
Under the Merger Agreement, the tender offer will be followed by a merger (the
"Merger") of the Purchaser with and into the Company and all shares of the
Company's common stock not purchased in the tender offer (other than shares held
by WHX, the Purchaser or the Company or shares held by dissenting shareholders)
will be converted into the right to receive $35.25 per share in cash.
As the plan administrator, we will be tendering all the shares we are holding on
your behalf in the employee stock purchase plan. A check for the proceeds will
be sent to you shortly after the expiration of the tender offer which is due to
expire on April 2, 1998.
If for any reason you do not wish to tender your employee stock purchase plan
shares you must notify us in writing by March 25, 1998 at the following address:
ChaseMellon Shareholder Services
P.O. Box 3338
South Hackensack, N.J. 07606
