-----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, IW/3UUJ18Y0Ee6ZQGGakGjOtdN823oLeRCr1WoDuQMJwvKcRMv78q1lcvcvlxL6Y iP4BSXwjt4R/RvfMek0V6Q== 0000950172-96-000794.txt : 19961125 0000950172-96-000794.hdr.sgml : 19961125 ACCESSION NUMBER: 0000950172-96-000794 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961122 SROS: NONE SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15620 FILM NUMBER: 96670912 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 FILED BY: 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: SC 13E4/A 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 SC 13E4/A 1 SCHEDULE 13E-4 - AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- SCHEDULE 13E-4 Amendment No. 2 Issuer Tender Offer Statement (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) -------------- HANDY & HARMAN (Name of issuer) HANDY & HARMAN (Name of person(s) filing statement) -------------- Common Stock, par value $1.00 per share and the associated Common Stock Purchase Rights ------------------------------------- (Title of class of securities) 410306104 --------- (CUSIP number of class of securities) Paul E. Dixon, 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 notices and communications on behalf of the person(s) filing statement) ------------------- Copy to Milton G. Strom Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-3000 Handy & Harman, a New York corporation (the "Company"), hereby amends and supplements its Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") filed with the Securities and Exchange Commission on October 24, 1996 relating its offer to purchase up to 1,800,000 shares of its common stock, par value $1.00 per share, and the associated common stock purchase rights (the "Rights", and collectively with shares of common stock, the "Shares"), at prices, net to the seller in cash, not greater than $20.00 nor less than $17.50 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 24, 1996 (the "Offer to Purchase"), and the related Letter of Transmittal (which, as they may be amended from time to time, are herein collectively referred to as the "Offer"). ITEM 1. SECURITY AND ISSUER. (b) The Offer expired pursuant to its terms on November 21, 1996 at 12:00 midnight, New York city time. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(14) Form of press release, issued by the Company on November 22, 1996, announcing the preliminary results of the Offer. SIGNATURE After due 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. HANDY & HARMAN By: /s/ Paul E. Dixon ----------------------------- Name: Paul E. Dixon Title: Vice President, General Counsel and Secretary Dated: November 22, 1996 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION (a)(14) Form of press release, issued by the Company on November 22, 1996, announcing the preliminary results of the Offer. EX-99 2 EXHIBIT (A)(14) - PRESS RELEASE FROM: ON BEHALF OF: Robert W. Bloch International. Handy & Harman 30 East 60th Street New York, NY 10022 Contact: Stephen B. Mudd Vice President and Treasurer 212-755-8047 212-309-0666 FOR IMMEDIATE RELEASE: HANDY & HARMAN ANNOUNCES PRELIMINARY RESULTS OF ITS "DUTCH AUCTION" SELF-TENDER OFFER New York, NY...November 22, 1996. Handy & Harman (NYSE: HNH) announced today the preliminary results of its Dutch auction self-tender offer which expired Thursday, November 21st, at 12:00 midnight, New York City time. The preliminary count by the depositary for the offer indicated that 3.9 million shares were tendered and not withdrawn at prices of $18.75 per share or lower. Shares tendered in excess of this price will be promptly returned. The Company expects to purchase 1,800,000 shares tendered at such price, or approximately 46% of the shares accepted for purchase in the offer. The determination of the actual number of shares to be purchased, the final proration factor and the purchase price are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure. Payment for shares accepted for payment and return of all shares tendered but not accepted for payment will occur as soon as practicable after determination of the final proration factor and number of shares properly tendered. The Company announced its offer to purchase up to 1.8 million shares of its common stock, or approximately 13.0% of its then outstanding shares, at a price range of $17.50 to $20.00 on October 22, 1996. The Company commenced the tender offer on Thursday, October 24, 1996. Handy & Harman is a diversified manufacturer providing engineered products, system components and precious metal fabrication for industry worldwide. Founded in 1867, the Company is headquartered in New York. # # # -----END PRIVACY-ENHANCED MESSAGE-----