0001144204-12-006156.txt : 20120207 0001144204-12-006156.hdr.sgml : 20120207 20120206173941 ACCESSION NUMBER: 0001144204-12-006156 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120207 DATE AS OF CHANGE: 20120206 GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANDY & HARMAN LTD. CENTRAL INDEX KEY: 0000106618 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 133768097 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41274 FILM NUMBER: 12574718 BUSINESS ADDRESS: STREET 1: 1133 WESTCHESTER AVENUE CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 914 461-1300 MAIL ADDRESS: STREET 1: 1133 WESTCHESTER AVENUE CITY: WHITE PLAINS STATE: NY ZIP: 10604 FORMER COMPANY: FORMER CONFORMED NAME: WHX CORP DATE OF NAME CHANGE: 19940729 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH STEEL CORP DATE OF NAME CHANGE: 19910130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 SC 13G 1 v301465_13g.htm OWNERSHIP REPORT

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

HANDY & HARMAN LTD.

(Name of Issuer)

 

Common Stock, No Par Value

(Title and Class of Securities)

410315105

(CUSIP Number)

January 24, 2012

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

 

[ ] Rule 13d-1(b)

[x] Rule 13d-1(c)

[ ] Rule 13d-1(d)

 

 
 

 

CUSIP No. 410315105   Page 2 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

 

 

  
3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

180,367 Shares

  
6

SHARED VOTING POWER

0

  
7

SOLE DISPOSITIVE POWER

180,367 Shares

  
8

SHARED DISPOSITIVE POWER

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

180,367 Shares

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 		  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.4%

  
12

TYPE OF REPORTING PERSON

PN

 

  
           

 

 
 

 

CUSIP No. 410315105   Page 3 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

    
3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

262,616 Shares

  
6

SHARED VOTING POWER

0

  
7

SOLE DISPOSITIVE POWER

262,616 Shares

  
8

SHARED DISPOSITIVE POWER

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

262,616 Shares

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 		  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.1%

  
12

TYPE OF REPORTING PERSON

PN

 

  
           

 

 
 

 

CUSIP No. 410315105   Page 4 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

  
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

143,165 Shares

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

143,165 Shares

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

143,165 Shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

£



 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.1%

12

TYPE OF REPORTING PERSON

CO

 

           
 
 

 

  CUSIP No. 410315105   Page 5 of 13 Pages  
1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

 

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

48,902 Shares

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

48,902 Shares

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

48,902 Shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£



 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.4%

12

TYPE OF REPORTING PERSON

CO

 

                   

 

 
 

 

CUSIP No. 410315105   Page 6 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

  
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

442,983 Shares (1)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

442,983 Shares (1)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

442,983 Shares (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.5% (1)

12

TYPE OF REPORTING PERSON

OO

 

           

(1) Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.

 
 

 

CUSIP No. 410315105   Page 7 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

WYNNEFIELD CAPITAL, INC.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

 

 

  
3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

143,165 Shares (1)

  
6

SHARED VOTING POWER

0

  
7

SOLE DISPOSITIVE POWER

143,165 Shares (1)

  
8

SHARED DISPOSITIVE POWER

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

143,165 Shares (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 		  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.1% (1)

  
12

TYPE OF REPORTING PERSON

CO

 

  
           

(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

 
 

 

CUSIP No. 410315105   Page 8 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

NELSON OBUS

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

 

 

  
3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

635,050 Shares (1)

  
6

SHARED VOTING POWER

 

0

  
7

SOLE DISPOSITIVE POWER

 

635,050 Shares (1)

  
8

SHARED DISPOSITIVE POWER

 

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

635,050 Shares (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 		  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0% (1)

  
12 TYPE OF REPORTING PERSON   IN  
           

(1) Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, and Wynnefield Capital, Inc. Profit Sharing Plan because he is a co-managing member of Wynnefield Capital Management, LLC, a principal executive officer of Wynnefield Capital, Inc. (the investment manager of Wynnefield Small Cap Value Offshore Fund), and the portfolio manager of Wynnefield Capital, Inc. Profit Sharing Plan. The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 
 

 

CUSIP No. 410315105   Page 9 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

JoSHUA Landes

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [x] Reporting Person is affiliated with other persons

    
3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

586,148 Shares (1)

  
6

SHARED VOTING POWER

0

  
7

SOLE DISPOSITIVE POWER

586,148 Shares (1)

  
8

SHARED DISPOSITIVE POWER

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

586,148 Shares (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 		  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.6% (1)

  
12

TYPE OF REPORTING PERSON IN

 

 

  
           

(1) Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund because he is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein with respect to Mr. Landes, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Landes disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 

 
 

 

 


CUSIP No. 410315105   Page 10 of 13 Pages

 

Item 1(a).

Name of Issuer:

Handy & Harman Ltd.

Item 1(b).

Address of Issuer's Principal Executive Offices:

1133 Westchester Avenue, Suite N222, White Plains, New York 10604

Item 2(a).

Name of Person Filing:

Wynnefield Partners Small Cap Value, L.P. (“Partners”)

-------------------------------------------------------------------

Wynnefield Partners Small Cap Value, L.P. I (“Partners I”)

-------------------------------------------------------------------

Wynnefield Small Cap Value Offshore Fund, Ltd. (“Fund”)

-------------------------------------------------------------------

Wynnefield Capital, Inc. Profit Sharing Plan (the “Plan”)

-------------------------------------------------------------------

Wynnefield Capital Management, LLC (“WCM”)

-------------------------------------------------------------------

Wynnefield Capital, Inc. (“WCI”)

-------------------------------------------------------------------

Nelson Obus

-------------------------------------------------------------------

Joshua Landes

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

450 Seventh Avenue, Suite 509, New York, New York 10123

Item 2(c).

Citizenship:

Partners and Partners I are Delaware limited partnerships.

-------------------------------------------------------------------

Fund and WCI are Cayman Islands companies.

-------------------------------------------------------------------

WCM is a New York limited liability company.

-------------------------------------------------------------------

The Plan is a Delaware corporation.

-------------------------------------------------------------------

Mr. Obus and Mr. Landes are United States citizens.

 
 

 

CUSIP No. 410315105   Page 11 of 13 Pages

 

Item 2(d).

Title of Class of Securities:

Common Stock

Item 2(e).

CUSIP Number:

410315105

Item 3.

 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) £ Broker or Dealer registered under Section 15 of the Act.  
(b) £ Bank as defined in Section 3(a)(6) of the Act.  
(c) £ Insurance Company as defined in Section 3(a)(19) of the Act.  
(d) £ Investment Company registered under Section 8 of the Investment Company Act.  
(e) £ Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E).  
 (f) £ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F).  
(g) £    Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) £ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) £

A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act of 1940.

 

(j) £ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
    If this Statement is filed pursuant to Rule 13d-1(c), check this box  [x].
 
 

 

CUSIP No. 410315105   Page 12 of 13 Pages

 

 

Item 4.

Ownership.

(a)    Amount beneficially owned: 635,050 Shares

(b)    Percent of Class: 5.0% of Common Stock

(c)    Number of Shares as to which the person has:

(i)               Sole power to vote or to direct the vote: 635,050 Shares

(ii)              Shared power to vote or to direct the vote: 0 Shares

(iii)             Sole power to dispose or to direct the disposition of: 635,050 Shares

(iv)             Shared Power to dispose or to direct the disposition of: 0 Shares

Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. *.

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

See Item 2(a)-(c).

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

 

CUSIP No. 410315105   Page 13 of 13 Pages

 

SIGNATURE

Date: February 6, 2012 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
  By: Wynnefield Capital Management, LLC, General Partner
   
  By: /s/ Nelson Obus
  Nelson Obus, Managing Member
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
  By: Wynnefield Capital Management, LLC, General Partner
   
  By: /s/ Nelson Obus
  Nelson Obus, Managing Member
  WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
  By: Wynnefield Capital, Inc.
  By: /s/ Nelson Obus
  Nelson Obus, President
  WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
  By: /s/ Nelson Obus
  Nelson Obus, Portfolio Manager
  WYNNEFIELD CAPITAL MANAGEMENT, LLC
  By: /s/ Nelson Obus
  Nelson Obus, Co-Managing Member
  WYNNEFIELD CAPITAL, INC.
  By: /s/ Nelson Obus
  Nelson Obus, President
   
  /s/ Nelson Obus
  Nelson Obus, Individually
   
  /s/ Joshua Landes
  Joshua Landes, Individually