0000921895-14-002043.txt : 20140912 0000921895-14-002043.hdr.sgml : 20140912 20140912195445 ACCESSION NUMBER: 0000921895-14-002043 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140910 FILED AS OF DATE: 20140912 DATE AS OF CHANGE: 20140912 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DGT Holdings Corp. CENTRAL INDEX KEY: 0000027748 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] STATE OF INCORPORATION: NY FISCAL YEAR END: 0803 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02394 FILM NUMBER: 141101828 BUSINESS ADDRESS: STREET 1: C/O STEEL PARTNERS HOLDINGS L.P. STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-520-2300 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS HOLDINGS L.P. STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: DEL GLOBAL TECHNOLOGIES CORP DATE OF NAME CHANGE: 19960321 FORMER NAME: FORMER CONFORMED NAME: DEL ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steel Partners Holdings GP Inc. CENTRAL INDEX KEY: 0001537666 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02394 FILM NUMBER: 141101829 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 520-2300 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPH Group LLC CENTRAL INDEX KEY: 0001522067 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02394 FILM NUMBER: 141101830 BUSINESS ADDRESS: STREET 1: C/O STEEL PARTNERS HOLDINGS L.P. STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 520-2300 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS HOLDINGS L.P. STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEEL PARTNERS HOLDINGS L.P. CENTRAL INDEX KEY: 0001452857 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRIMARY METAL PRODUCTS [3390] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02394 FILM NUMBER: 141101831 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-520-2300 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: WEBFINANCIAL L.P. DATE OF NAME CHANGE: 20081229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPH Group Holdings LLC CENTRAL INDEX KEY: 0001522066 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02394 FILM NUMBER: 141101832 BUSINESS ADDRESS: STREET 1: C/O STEEL PARTNERS HOLDINGS L.P. STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 520-2300 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS HOLDINGS L.P. STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 form404197004_09122014.xml OWNERSHIP DOCUMENT X0306 4 2014-09-10 0 0000106618 HANDY & HARMAN LTD. HNH 0001522066 SPH Group Holdings LLC C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001452857 STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001522067 SPH Group LLC C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001537666 Steel Partners Holdings GP Inc. C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0000027748 DGT Holdings Corp. C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 0 1 See Explanation of Responses Common Stock, par value $0.01 2014-09-10 4 S 0 97550 26 D 0 I By DGT Holdings Corp. Common Stock, par value $0.01 7131185 D This Form 4 is filed jointly by DGT Holdings Corp. ("DGT"), Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings") and Steel Partners Holdings GP Inc. ("Steel Holdings GP"). SPHG Holdings owns approximately 83% of the outstanding shares of Common Stock of DGT and by virtue of this ownership may be deemed to have beneficially owned the shares of Common Stock of the Issuer previously owned directly by DGT. As a result of the transaction reported herein, DGT no longer beneficially owns any securities of the Issuer. As a result, DGT ceased to be subject to the reporting requirements of Section 16 with respect to the securities of the Issuer. Shares owned directly by SPHG Holdings, and owned indirectly by SPHG by virtue of it being the sole member of SPHG Holdings, by Steel Holdings by virtue of its ownership of 99% of the membership interests of SPHG, and by Steel Holdings GP by virtue of it being the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. Steel Holdings, SPHG and Steel Holdings GP disclaim beneficial ownership of the shares owned by SPHG Holdings except to the extent of their pecuniary interest therein. On August 7, 2014, the Issuer commenced a tender offer to purchase for cash (the "Offer") up to $60 million in value of shares of Common Stock, at a price of $24.00 per share. On August 21, 2014, the Issuer increased the price per share in the Offer to $26.00 per share. DGT tendered into the Offer the 97,550 shares of Common Stock it owned directly. The Offer expired at 5:00 P.M., Eastern Time, on September 5, 2014. On September 10, 2014, the Issuer accepted for payment the 97,550 shares of Common Stock DGT tendered into the Offer for an aggregate consideration of $2,536,300. By: SPH Group Holdings LLC, By: Steel Partners Holdings GP Inc., Manager, By: /s/ James F. McCabe, Jr., Chief Financial Officer 2014-09-12 By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP Inc., General Partner, By: /s/ James F. McCabe, Jr., Chief Financial Officer 2014-09-12 By: SPH Group LLC, By: Steel Partners Holdings GP Inc., Managing Member, By: /s/ James F. McCabe, Jr., Chief Financial Officer 2014-09-12 By: Steel Partners Holdings GP Inc., By: /s/ James F. McCabe, Jr., Chief Financial Officer 2014-09-12 By: DGT Holdings Corp., By: /s/ Leonard McGill, General Counsel 2014-09-12