-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SF4/WrB2WN0GFnsaVoSBALpGosr8f+S/9yyu6ptGXtMYPwas40ozmXVFjvNdk8/2 TiW5soPqCmYoY4X/Ou0CkQ== 0000950123-97-009416.txt : 19971114 0000950123-97-009416.hdr.sgml : 19971114 ACCESSION NUMBER: 0000950123-97-009416 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971112 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANDY & HARMAN CENTRAL INDEX KEY: 0000045333 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 135129420 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-05365 FILM NUMBER: 97714337 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149254437 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 10-Q 1 HANDY & HARMAN: 10-Q FOR Q/E 9/30/1997 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended September 30, 1997 ------------------------------- or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-5365 HANDY & HARMAN (Exact name of registrant as specified in its charter) STATE OF NEW YORK 13-5129420 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 250 Park Avenue, New York, New York 10177 (Address of principal executive offices) (Zip code) (212) 661-2400 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last year.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares of issuer's Common Stock, par value $1.00 per share outstanding as of November 10, 1997 was 12,015,052. 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS HANDY & HARMAN AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (unaudited-thousands of dollars except per share)
Three Months Ended Nine Months Ended -------------------------------- -------------------------------- Sept 30, 1997 Sept 30, 1996 Sept 30, 1997 Sept 30, 1996 ------------- ------------- ------------- ------------- Sales $ 115,115 $ 95,890 $ 336,018 $ 310,036 Cost of sales 90,231 72,318 259,662 243,686 ----------- ------------ ----------- ------------ Gross profit 24,884 23,572 76,356 66,350 Selling, general and administrative expenses 14,221 11,141 39,855 34,067 ----------- ------------ ----------- ------------ Income from operations 10,663 12,431 36,501 32,283 ----------- ------------ ----------- ------------ Other deductions: Interest expense-net 3,883 2,769 10,621 6,956 Other-net 562 (318) 532 (156) ----------- ------------ ----------- ------------ 4,445 2,451 11,153 6,800 ----------- ------------ ----------- ------------ Income from continuing operations before income taxes 6,218 9,980 25,348 25,483 Income tax provision 2,612 4,296 10,646 10,982 ----------- ------------ ----------- ------------ Income from continuing operations 3,606 5,684 14,702 14,501 ----------- ------------ ----------- ------------ Discontinued Operations: Loss from operations, net of tax benefit of $1,026 -- -- -- (1,354) Loss on disposal, net of tax benefit of $4,550 -- -- -- (8,300) ----------- ------------ ----------- ------------ -- -- (9,654) ----------- ------------ ----------- ------------ Net Income $ 3,606 $ 5,684 $ 14,702 $ 4,847 ----------- ------------ ----------- ------------ Earnings (loss) per share: Continuing operations $ .30 $ .41 $ 1.23 $ 1.04 Discontinued operations -- -- -- (.69) ----------- ------------ ----------- ------------ Net income $ .30 $ .41 $ 1.23 $ .35 ----------- ------------ ----------- ------------ Dividends per share -- -- $ .18 $ .18 ----------- ------------ ----------- ------------ Average shares outstanding 11,957,000 14,000,000 11,970,000 13,972,000 ----------- ------------ ----------- ------------
See Accompanying Notes to Consolidated Financial Statements. -1- 3 HANDY & HARMAN AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (thousands of dollars)
Sept 30, 1997 December 31, 1996 (unaudited) -------------- ----------------- ASSETS Current Assets: Cash $ 10,682 $ 9,701 Accounts receivable, less allowance for doubtful accounts of $1,899 in 1997 and $1,686 in 1996 66,345 51,572 Inventories 79,094 70,357 Prepaid expenses, deposits and other current assets 6,077 7,044 --------- --------- Total current assets 162,198 138,674 --------- --------- Investment in affiliates, at equity 3,873 3,122 Property, plant and equipment - at cost 214,298 195,623 Less accumulated depreciation and amortization 120,300 112,418 --------- --------- 93,998 83,205 Prepaid retirement costs (net) 58,379 54,566 Intangibles, net of amortization 65,070 24,818 Other assets 14,064 12,079 --------- --------- $ 397,582 $ 316,464 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Short-term borrowings $ -- $ 15,000 Accounts payable 46,009 30,163 Futures payable 14,059 9,246 Federal and Foreign taxes on income 1,424 792 Other current liabilities 30,364 21,637 --------- --------- Total current liabilities 91,856 76,838 --------- --------- Long-term debt 182,018 127,500 Minority interest 1,454 1,259 Deferred income taxes 15,619 15,261 --------- --------- Shareholders' equity: Common stock - par value $1; 60,000,000 shares authorized; 14,611,432 shares issued 14,611 14,611 Capital surplus 14,059 13,432 Retained earnings 124,948 112,399 Foreign currency translation adjustment (1,326) (61) --------- --------- 152,292 140,381 Less: Treasury stock 2,620,930 shares - 1997 and 2,618,421 shares - 1996 at cost 45,522 44,308 Unearned compensation 135 467 --------- --------- Total shareholders' equity 106,635 95,606 --------- --------- $ 397,582 $ 316,464 ========= =========
See Accompanying Notes to Consolidated Financial Statements. -2- 4 HANDY & HARMAN AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited-thousands of dollars)
Increase (Decrease) in Cash Nine Months Ended ------------------------------- Sept 30, 1997 Sept 30, 1996 ------------- ------------- Cash flows from operating activities: Net income $ 14,702 $ 4,847 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 10,582 8,604 Provision for doubtful accounts 329 763 Gain on disposal of property, plant and equipment (8) (106) Net retirement cost (3,813) (2,363) Equity in earnings of affiliates (784) (543) Minority interest 195 Earned compensation - 1988 long-term incentive and outside director stock option plans 410 443 Loss on sale of Refining Division -- 5,714 Changes in assets and liabilities: Accounts receivable (11,336) (527) Inventories (4,450) 6,510 Prepaid expenses 2,751 (2,208) Deferred charges and other assets (1,773) 737 Deferred financing costs (873) (196) Accounts payable and other current liabilities 17,945 (11,190) Federal and foreign taxes on income 632 (7,226) Deferred income taxes 2,247 (56) --------- -------- Net cash provided by operating activities 26,756 3,203 --------- -------- Cash flows from investing activities: Proceeds from sale of property, plant and equipment 21 302 Capital expenditures (14,562) (9,157) Acquisition, net of cash acquired (52,732) (3,700) Divestiture, net of cash sold -- 5,074 --------- -------- Net cash used by investing activities (67,273) (7,481) --------- -------- Cash flows from financing activities: Decrease in short-term borrowings (15,000) (27,199) Net decrease in revolving credit facility (120,000) (25,000) Proceeds from long-term financing 125,000 -- Increase in other long-term debt 49,518 -- Net decrease in futures receivable -- 7,681 Net increase in futures payable 4,814 58,372 Proceeds from joint venture partner -- 705 Dividends paid (2,152) (2,512) Purchase of treasury stock (net) (612) (5,069) --------- -------- Net cash provided by financing activities 41,568 6,978 --------- -------- Effect of exchange rate changes on net cash (70) (24) --------- -------- Net change in cash 981 2,676 Cash at beginning of year 9,701 6,637 --------- -------- Cash at end of period $ 10,682 $ 9,313 ========= ========
See Accompanying Notes to Consolidated Financial Statements. -3- 5 HANDY & HARMAN AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS a. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to a fair statement of the results for interim periods. These statements should be read in conjunction with the summary of Significant Accounting Policies and notes contained in the Registrant's Annual Report (Form 10-K for the year ending December 31, 1996). The results of operations for the quarter and nine months ended Sept. 30, 1997 are not necessarily indicative of the results of the entire fiscal year. b. Inventories at September 30, 1997 and December 31, 1996 are comprised as follows (in thousands):
Sept. 30, 1997 December 31, 1996 (unaudited) ------------- ----------------- Precious metals: Fine and fabricated metals in various stages of completion $26,042 $26,569 Non-precious metals: Base metals, factory supplies and raw materials 24,532 20,993 Work in process 15,434 15,192 Finished goods 13,086 7,603 ------- ------- $79,094 $70,357 ======= =======
LIFO inventory - the excess of period end market value over LIFO cost was $102,154,000 at September 30, 1997 and $97,996,000 at December 31, 1996. As a result of reductions in the quantities of precious metal inventories valued under the LIFO method of accounting in the second quarter of 1997, income for the nine months ended September 30, 1997 included a LIFO gain of $4,665,000 ( $2,706,000 after-tax or $.23 per share). Similarly, income from continuing operations before taxes for the quarter and nine months ended September 30, 1996 included a LIFO gain of $5,120,000 ($2,913,000 after-tax or $.21 per share) c. In 1997 and 1996 the third quarter dividend was declared in the second quarter to be paid in the third quarter. d. On February 28, 1997 the Company acquired 100% of the outstanding shares of Olympic Manufacturing Group, Inc. for approximately $53,000,000. This acquisition has been accounted for as a purchase; accordingly, the purchase price has been allocated to the underlying assets and liabilities based on their respective estimated fair values at the date of acquisition. The estimated fair value of assets acquired was $17,000,000 and liabilities assumed was $5,000,000. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was $41,000,000 and is being amortized over a period of 40 years. The excess purchase price has a tax deductible basis of approximately $10,000,000. This business is not material to the revenues of the Company. e. In the second quarter of 1997, the Company completed additional long-term financing for $125,000,000 at a fixed rate of 7.31% due 2004. The Company's long-term revolving credit facility along with this new long-term financing gives the Company the ability to classify certain short-term obligations amounting to $49,518,000 as long-term debt as of September 30, 1997. -4- 6 HANDY & HARMAN AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS f. The following table presents certain selected financial data by industry segment (expressed in thousands of dollars) for the three months ended and nine months ended Sept 30, 1997 and 1996:
Three Months Ended Nine Months Ended ------------------ ----------------- Sept 30, 1997 Sept 30, 1996 Sept 30, 1997 Sept 30, 1996 ------------- ------------- ------------- ------------- Sales: Wire/Tubing $ 42,856 $ 42,476 $ 129,706 $ 135,113 Precious metals 53,766 49,461 163,690 162,820 Other non-precious metal businesses 18,493 3,953 42,622 12,103 --------- -------- --------- --------- Total $ 115,115 $ 95,890 $ 336,018 $ 310,036 --------- -------- --------- --------- Profit contribution before unallocated expenses: Wire/Tubing $ 4,039 $ 4,191 $ 12,945 $ 14,780 Precious metals 3,607 8,558 18,149 17,513 Other non-precious metal businesses 2,905 450 6,225 1,496 --------- -------- --------- --------- Total 10,551 13,199 37,319 33,789 --------- -------- --------- --------- General corporate expenses (450) (450) (1,350) (1,350) Interest expense (net) (3,883) (2,769) (10,621) (6,956) --------- -------- --------- --------- Income from continuing operations before taxes $ 6,218 $ 9,980 $ 25,348 $ 25,483 ========= ======== ========= =========
See also Note b. g. Revenue and expenses for 1996 reflect the sale (completed in the third quarter 1996) of the Company's Refining Division business, exclusive of the Company's satellite refining operations located in Singapore and Canada, which has been accounted for as a discontinued operation. A charge associated with exiting this business of $12,850,000 ($8,300,000 after-tax or $.59 per share) was recorded in the first quarter of 1996. -5- 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA The Company's precious metal inventories, consisting principally of gold and silver, are readily convertible to cash. Furthermore, these precious metal inventories which are stated in the Balance Sheet at LIFO cost have a market value of $102,154,000 in excess of such cost as of September 30,1997. It is the Company's policy to obtain funds necessary to finance inventories and receivables from various banks under commercial credit facilities. Fluctuations in the market prices of gold and silver have a direct effect on the dollar volume of sales and the corresponding amount of customer receivables resulting from sale of precious metal products. In addition, receivables resulting from the sale of precious metal bullion for future delivery are also financed by bank borrowings. The Company adjusts the level of its credit facilities from time to time in accordance with its borrowing needs for receivables and inventories and maintains bank credit facilities well in excess of anticipated requirements. Consistent with other companies that produce precious metal fabricated products, some of the Company's gold and silver requirements are furnished by customers and suppliers on a consignment basis. Title to the consigned gold and silver remains with the Consignor. The value of consigned gold and silver held by the Company is not included in the Company's Balance Sheet. The Company's gold and silver requirements are provided from a combination of owned inventories, precious metals which have been purchased and sold for future delivery, and gold and silver received from suppliers and customers on a consignment basis. The Company completed additional long-term financing on April 17, 1997 for $125,000,000 at a fixed rate of 7.31% due 2004. On August 29, 1997 the Company returned precious metal and cancelled a three year fee consignment facility which was initiated in the third quarter of 1994. The Company replaced its prior $200,000,000 revolving credit facility on September 29, 1997 with a new $200,000,000 Revolving Credit Facility which provides $200,000,000 for a five year period. At September 30, 1997 there were no borrowings under this facility. On May 14, 1996, Handy & Harman announced that it had decided to exit the refining business, exclusive of the Company's satellite refining operations located in Singapore and Canada. The Company completed the sale of the Handy & Harman Refining Division in the third quarter of 1996. Accordingly, operations for this major division have been classified as discontinued operations. A charge associated with exiting this business of $22,350,000 -6- 8 ($13,161,000 after-tax) was recorded in 1996. The sale of this division released a significant portion of the Company's owned precious metal inventory position, making this potential liquidity, along with the Company's credit facilities available for deployment in continuing operations, acquisition of new businesses and the repurchase of 1.8 million shares of the Company's common stock via a "Dutch Auction", completed in December 1996. On February 28, 1997 the Company acquired Olympic Manufacturing Group, Inc. for approximately $53,000,000. In the second quarter 1997 a LIFO gain of $4,665,000 ($2,706,000 after-tax or $.23 per share) was realized from a reduction in the quantities of precious metal inventories valued under the LIFO method of accounting. During 1997 the Financial Accounting Standards Board issued SFAS No. 128 "Earnings per Share" effective for interim and annual periods ending after December 31, 1997. The adoption of this standard has no effect on the Company's earnings per share calculation since, under the prior method which had considered common stock equivalents for primary earnings per share, there was no dilutive effect for outstanding stock options. Statements contained in Management's Discussion and Analysis are forward-looking statements and are made pursuant to the safe harbor provision of the private securities litigation reform act of 1995. Forward-looking statements involve a number of risks and uncertainties including, but not limited to, product demand, pricing, market acceptance, precious metal and other raw materials price fluctuations, intellectual property rights and litigation, risks in product and technology development and other risk factors detailed in the Company's Securities and Exchange Commission filings. OPERATING ACTIVITIES Net cash provided by operating activities amounted to $26,756,000 in 1997 and $3,203,000 in 1996. The cash provided by operating activities increased $23,553,000 due to a decrease in working capital requirements amounting to $19,299,000 and an increase in net income adjusted for non-cash items of $4,254,000 . Included in cash provided by operating activities in both 1997 and 1996 are gains of $4,665,000 and $5,120,000, respectively, generated by the reduction of precious metal inventories valued under the LIFO method of accounting. -7- 9 INVESTING ACTIVITIES Net cash used by investing activities amounted to $67,273,000 in 1997 and $7,481,000 in 1996. The net cash used in 1997 includes approximately $53,000,000 for the purchase of Olympic Manufacturing Group, Inc. on February 28, 1997 and capital expenditures of $14,562,000. Capital expenditures include a major modernization program of our precious metal product facility in Fairfield, Connecticut and the retrofitting of the former karat gold facility in East Providence, Rhode Island by the Electronic Materials Group. Net cash used in investing activities of $7,481,000 in 1996 was primarily due to the acquisition of the ele Corporation, which resulted in a net cash outlay of $3,700,000, and capital expenditures of $9,157,000 for the increased production space added at Sumco and machinery and equipment for the wire and tubing segment. Also included in 1996 investing activities are the proceeds from the sale of the refining division for $5,074,000. FINANCING ACTIVITIES Net cash provided by financing activities amounted to $41,568,000 in 1997 and $6,978,000 in 1996. 1997's primary financing activity was an increase in debt of $39,518,000 mostly due to the purchase of Olympic Manufacturing Group, Inc. and an increase of $4,814,000 in futures payable (the purchase of precious metal inventory for future receipt). The Company also completed long-term financing for $125,000,000 on April 17, 1997 at a fixed rate of 7.31% due 2004, the proceeds of which were used to reduce both short term borrowings and borrowings under the revolving credit facility. Partially offsetting these sources of cash were dividends paid of $2,152,000 and net treasury stock transactions of $612,000. The net cash provided by financing activities in 1996 was due to a decrease in futures receivable (the sale of precious metal inventory for future delivery) of $7,681,000, the increase of futures payable of $58,372,000 and the receipt of $705,000 from a joint venture partner. These sources of cash were partially offset by the payment of debt of $52,199,000, the payment of dividends of $2,512,000 and net treasury stock transactions of $5,069,000. The Company's foreign operations consist of four wholly owned subsidiaries, (one in Canada, two in the United Kingdom and one in Denmark), and one equity investment in Asia. Substantially all unremitted earnings of such entities are free from legal or contractual restrictions. The Company's program to expand productive capacity through acquisition of new businesses and expenditures for new property, plant and equipment will continue to be financed with internally generated funds and long-term debt, if necessary. -8- 10 COMPARISON OF THIRD QUARTER OF 1997 VERSUS THIRD QUARTER OF 1996 Sales for the wire/tubing segment increased $380,000 (1%) primarily due to increased sales of the wire group and the new tubing facility in Denmark . Offsetting this increase is a decrease in sales of stainless steel tubing caused by the continued weakness in the semi-conductor fabrication industry which began in the third quarter 1996. The profit contribution (pre-tax income before deducting interest and corporate expenses) decreased $152,000 (4%) primarily due to the decreased sales of stainless steel tubing noted above, partially offset by diminishing losses of the new tubing facility in Denmark which has a positive effect on the profit contribution of this segment. Earnings have been suppressed by the weakness in the semiconductor fabrication industry as well as the effects of the British pound against other European currencies on our United Kingdom subsidiary's export sales. Profit contribution from this segment should return to expected levels as these market conditions improve. Sales for the precious metal segment increased $4,305,000 (9%) primarily due to increased sales of fabricated precious metal products and increased sales of ele Corporation. The average price for gold was $323.63 per ounce in 1997 and $384.77 per ounce in 1996 and the average price for silver was $4.53 per ounce in 1997 and $5.05 per ounce in 1996. Profit contribution decreased $4,951,000 (58%) primarily caused by a gain of $5,120,000 (2,913,000 after-tax) in the third quarter of 1996, due to a reduction of precious metal inventories valued under the LIFO method of accounting. Excluding the LIFO gain, profit contribution increased $169,000 (5%) due to the increased sales noted above partially offset by the Electronic Materials Group product mix change and changing customer needs. Upon completion of several capital projects this year and in 1998, this segment's profit contribution should be enhanced. In the other non-precious metal segment, sales increased $14,540,000 (368%) and profit contribution increased by $2,455,000 (546%) primarily due to the addition of Olympic Manufacturing Group, Inc., purchased on February 28, 1997. Due to the nature of Olympic's business cycle, the levels of profit contribution experienced these past two quarters are anticipated again in the second and third quarter of 1998. Interest expense increased $1,114,000 (40%) due to increased borrowings as a result of the purchase of Olympic Manufacturing Group, Inc. on February 28, 1997, and the purchase of 1.8 million shares of the Company's common stock via a "Dutch Auction" completed in December 1996 . This was partially offset by proceeds from the sale of precious metals in the fourth quarter of 1996. The Company's income taxes are primarily composed of U.S. Federal and state income taxes. -9- 11 COMPARISON OF NINE MONTHS OF 1997 VERSUS NINE MONTHS OF 1996 Sales of the wire/tubing segment decreased $5,407,000 (4%) due to decreased sales of stainless steel tubing caused by the continued weakness in the semiconductor fabrication industry and the effects of the strengthened British pound against other European currencies on our United Kingdom subsidiary's export sales. This decrease was partially offset by increased sales of the new tubing facility in Denmark. The profit contribution decreased $1,835,000 (12%) due to the decreased sales noted above partially offset by diminishing losses of the new tubing facility in Denmark. Sales for the precious metal segment increased $870,000 (1%) primarily due to the acquisition of ele Corporation on June 27, 1996, partially offset by the exit from low margin business in Canada. The average price for gold was $339.19 per ounce in 1997 and $391.64 in 1996. The average price for silver was $4.76 per ounce in 1997 and $5.29 in 1996. The profit contribution increased $636,000 (4%). Excluding LIFO gains of $4,665,000 and $5,120,000 in 1997 and 1996, respectively, profit contribution increased $1,091,000 (9%) primarily due to improved operating performance of the Precious Metals Fabrication Group of companies and the acquisition of ele Corporation on June 27, 1996. This increase was partially offset by the Electronic Materials Group as described in the quarterly analysis. In the other non-precious metals segment sales increased $30,519,000 (252%) and profit contribution increased $4,729,000 (316%) primarily due to the addition of Olympic Manufacturing Group, Inc. purchased on February 28, 1997. Interest expense increased $3,665,000 (53%) primarily due to substantially increased levels of borrowings as discussed in the quarterly analysis. The effective income tax rate for 1997 is 42.0% and 1996 was 43.1%. The reason for the decrease in rates is primarily due to decreased foreign losses, for which a valuation allowance was provided, as a percentage of income before taxes. -10- 12 PART II OTHER INFORMATION Item 1. Legal Proceedings Reference is made to the Company's Form 10-K Annual Report for the year ended December 31, 1996, and to the proceedings described therein under Part I, Item 3. Legal Proceedings and under Part II, Item I. Legal Proceedings of the Company's Form 10-Q for the quarters ended March 31 and June 30, 1997. Negotiations and discovery procedures are continuing in this matter. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits as required by Item 601 of Regulation S-K: None required. (b) Reports on Form 8-K: None filed during the quarter for which this report is submitted. -11- 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HANDY & HARMAN -------------------------------------- (Registrant) Date: November 11, 1997 R.F. Burlinson /s/ ----------------- ------------------------------------- R.F. Burlinson, Vice President Treasurer Date: November 11, 1997 D.C. Kelly /s/ ----------------- ------------------------------------- D.C. Kelly - Controller -12- EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 U.S. DOLLARS 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 1 10,682 0 68,244 1,899 79,094 162,198 214,298 120,300 397,582 91,856 182,018 0 0 14,611 92,024 397,582 336,018 336,018 259,662 259,662 532 329 10,621 25,348 10,646 14,702 0 0 0 14,702 1.23 1.23
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