-----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, T1xSxYvozyQIZ3JURyaItbgtXTMIerRsvqgv0twvdiyzp9i1Yfug17RL8VQdFdHz bizcVCWLwirn5TzATC4n6Q== 0000950172-98-000293.txt : 19980330 0000950172-98-000293.hdr.sgml : 19980330 ACCESSION NUMBER: 0000950172-98-000293 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980327 SROS: NYSE 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-15620 FILM NUMBER: 98576708 BUSINESS ADDRESS: STREET 1: 250 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10177 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 14D9/A BUSINESS ADDRESS: STREET 1: 250 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10177 BUSINESS PHONE: 9149254437 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 SC 14D9/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 HANDY & HARMAN (Name of Subject Company) HANDY & HARMAN (Name of Person(s) Filing Statement) Common Stock, par value $1.00 per share (Title of Class of Securities) 410306104 (CUSIP Number of Class of Securities) Paul E. Dixon, Esq. Senior 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 Notice and Communications on Behalf of the Person(s) Filing Statement) With a Copy to: Milton G. Strom, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022-3897 (212) 735-3000 This Amendment supplements and amends as Amendment No. 1 the Solicitation/Recommendation Statement on Schedule 14D-9, originally filed on March 6, 1998 (as amended, the "Schedule 14D-9") by Handy & Harman, a New York corporation (the "Company"), relating to the tender offer (the "Offer") by HN Acquisition Corp., a New York corporation (the "Purchaser") and wholly owned subsidiary of WHX Corporation, a Delaware corporation ("WHX"), disclosed in a Tender Offer Statement on Schedule 14D-1, dated as of March 6, 1998, as amended (the "Schedule 14D-1"), 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 amended, the "Rights Agreement")), at a price of $35.25 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 6, 1998, and the related Letter of Transmittal. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Schedule 14D-9. Item 3. Identity and Background. Item 3(b) of the Schedule 14D-9 is hereby amended and supplemented by adding the following at the end of the section entitled "Arrangements with WHX, the Purchaser or their Affiliates": Amendment to Merger Agreement On March 26, 1998, WHX, the Purchaser and the Company amended the Merger Agreement to provide, among other things, that payments required to be made to holders of Options in consideration of the cancellation of such Options pursuant to the Merger Agreement will be made immediately prior to the acceptance of Shares for payment pursuant to the Offer, rather than at the effective time of the Merger. A copy of Amendment No. 1 to the Merger Agreement is filed as Exhibit 42 hereto and is incorporated herein by reference. Item 3(b) of the Schedule 14D-9 is hereby further amended and supplemented by adding the following at the end of the section entitled "Arrangements with Executive Officers, Directors or Affiliates of the Company - Employment/Change in Control Agreements": WHX and the Purchaser have advised the Company, and have amended the Schedule 14D-1 to state, that payments under certain employee and severance agreements with employees of the Company are required to be made at the consummation of the Offer. Item 6. Recent Transactions and Intent With Respect to Securities. Item 6(a) of the Schedule 14D-9 is hereby amended and supplemented by adding the following at the end thereof: On March 26, 1998, the following directors of the Company acquired Shares upon the exercise of Options granted pursuant to the Handy & Harman Outside Director Stock Option Plan: Clarence A. Abramson (3,816 Shares); Robert E. Cornelia (1,026 Shares), Gerald G. Garbacz (343 Shares), Gouverneur M. Nichols (1,026 Shares), Hercules P. Sotos (3,068 Shares) and Elliot J. Sussman (1,725 Shares). Each option was exercised for an exercise price of $1.00 per Share. Item 9. Material to Be Filed as Exhibits. Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit: Exhibit No. Description 42. Amendment No. 1, dated as of March 26, 1998, to the Agreement and Plan of Merger, dated as of March 1, 1998, by and among WHX Corporation, HN Acquisition Corp. and the Company. SIGNATURE After reasonable 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. Dated: March 27, 1998 HANDY & HARMAN By: /s/ Paul E. Dixon _______________________ Paul E. Dixon Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description 42. Amendment No. 1, dated as of March 26, 1998, to the Agreement and Plan of Merger, dated as of March 1, 1998, by and among WHX Corporation, HN Acquisition Corp. and the Company. EX-99 2 EXHIBIT 42 -AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 (the "Amendment"), dated as of March 26, 1998, to the Agreement and Plan of Merger, dated as of March 1, 1998 (the "Merger Agreement"), by and among WHX Corporation, a Delaware corporation ("Parent"), HN Acquisition Corp., a New York corporation and a wholly owned subsidiary of Parent (the "Purchaser"), and Handy & Harman, a New York corporation (the "Company"). WHEREAS, the parties hereto desire to amend the Merger Agreement to provide that payments required to be made to holders of Options (as defined in the Merger Agreement) in consideration of the cancellation of such Options pursuant to the Merger Agreement shall be made immediately prior to the acceptance of Shares for payment pursuant to the Offer, rather than at the Effective Time (as defined in the Merger Agreement). NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and for other good and valuable consideration, and intending to be legally bound hereby, the parties hereto hereby agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Merger Agreement. Each reference to "hereof," "herein," "hereunder," "hereby" and "this Agreement" shall from and after the date hereof refer to the Merger Agreement as amended by this Amendment. SECTION 2. Treatment of Options. The first paragraph of Section 2.5 of the Merger Agreement is hereby amended and restated in its entirety to read as follows: Section 2.5 Company Option Plans. Parent and the Company shall take all actions necessary to provide that, effective immediately prior to the acceptance of Shares for payment pursuant to the Offer, (i) each outstanding employee stock option to purchase Shares (an "Employee Option") granted under the Company's Long-Term Incentive Stock Option Plan (the "ISO Plan") or the Company's 1995 Omnibus Stock Incentive Plan (the "1995 Option Plan") and each outstanding non- employee director option to purchase Shares ("Director Options" and collectively with Employee Options, "Options") granted under the Company's Outside Director Stock Option Plan (the "Director Plan" and collectively with the ISO Plan and the 1995 Option Plan, the "Option Plans"), whether or not then exercisable or vested, shall become fully exercisable and vested, (ii) each Option that is then outstanding shall be cancelled and (iii) in consideration of such cancellation, and except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree, the Company (or, at Parent's option, the Purchaser) shall pay to such holders of Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Offer Price over the exercise price of each such Option and (B) the number of Shares subject thereto (such payment to be net of applicable withholding taxes). SECTION 3. No Further Amendment. Except as otherwise provided herein, the Merger Agreement shall remain unchanged and in full force and effect. SECTION 4. Effect of Amendment. From and after the execution of this Amendment by the parties hereto, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby. SECTION 5. Governing Law. This Amendment shall be governed by, enforced under and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflict of laws thereof. SECTION 6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 7. Captions. The captions of the various sections of this Amendment have been inserted only for convenience of reference and shall not be deemed to modify, explain, enlarge or restrict any provision of this Amendment or the Merger Agreement or affect the construction thereof. IN WITNESS WHEREOF, each of Parent, the Purchaser and the Company has caused this Amendment to be executed as of the date first above written. WHX CORPORATION By: /s/ Ronald LaBow _____________________________ Name: Ronald LaBow Title: Chairman HN ACQUISITION CORP. By: /s/ Stuart Tabin _____________________________ Name: Stuart Tabin Title: Vice President HANDY & HARMAN By: /s/ Paul E. Dixon ______________________________ Name: Paul E. Dixon Title: Senior Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----