-----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, TSlEL431lwj70fZw9cpX6taG71axINbLYa07q9PBBPlZtbTu+rjwcV0N2bcTbDCf PPNK0OAmMEIc8Jm1o1jcVw== 0000921895-98-000071.txt : 19980128 0000921895-98-000071.hdr.sgml : 19980128 ACCESSION NUMBER: 0000921895-98-000071 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980127 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 13D/A SEC ACT: SEC FILE NUMBER: 005-15620 FILM NUMBER: 98513954 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: WHX CORP CENTRAL INDEX KEY: 0000106618 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 133768097 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 110 EAST 59TH ST CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555200 MAIL ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 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 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING STEEL CORP DATE OF NAME CHANGE: 19690202 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)1 HANDY & HARMAN - -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, $1.00 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of class of securities) 410306 10 4 - -------------------------------------------------------------------------------- (CUSIP number) STEVEN WOLOSKY, ESQ. ROBERT P. ZINN, ESQ. OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP LEONARD S. FERLEGER, ESQ. 505 PARK AVENUE KIRKPATRICK & LOCKHART LLP NEW YORK, NEW YORK 10022 1500 OLIVER BUILDING TELEPHONE: (212) 753-7200 PITTSBURGH, PENNSYLVANIA 15222 TELEPHONE: (412) 355-6322 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) January 26, 1998 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note. six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 pages) - -------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------------- ----------------------------- CUSIP No. 410306 10 4 13D Page 2 of 8 pages - ------------------------------- ----------------------------- ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WHX CORPORATION (E.I.N.: 13-3768097) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (See Item 6) (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH -------------------------------------------------------------------- 8 SHARED VOTING POWER 1,649,455(2) -------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,649,455(2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,649,455 (2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC and CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------- (2) By virtue of the fact that HN Acquisition Corp. is a wholly-owned subsidiary of WHX Corporation, WHX Corporation is deemed to share voting and dispositive power with HN Acquisition Corp. - ------------------------------- ----------------------------- CUSIP No. 410306 10 4 13D Page 3 of 8 pages - ------------------------------- ----------------------------- ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS HN ACQUISITION CORP. (E.I.N.: 13-3940215) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (See Item 6) (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH -------------------------------------------------------------------- 8 SHARED VOTING POWER 1,649,455(2) -------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,649,455(2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,649,455(2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------- (2) By virtue of the fact that HN Acquisition Corp. is a wholly-owned subsidiary of WHX Corporation, WHX Corporation is deemed to share voting and dispositive power with HN Acquisition Corp. - ------------------------------- ----------------------------- CUSIP No. 410306 10 4 13D Page 4 of 8 pages - ------------------------------- ----------------------------- This Amendment No. 1 (the "Amendment") to Schedule 13D amends and supplements the report contained in the Tender Offer Statement on Schedule 14D-1 filed on December 16, 1997, as amended, (the "Schedule 14D-1") by HN Acquisition Corp. (the "Purchaser"), a New York corporation and a wholly owned subsidiary of WHX Corporation, a Delaware corporation (the "Parent") with respect to the tender offer (the "Offer") for any and all outstanding shares of Common Stock, par value $1.00 per share (the "Shares") of Handy & Harman, a New York corporation (the "Company"), at $30 per Share, net to the seller in cash. Pursuant to Instruction F to Schedule 14D-1, the final amendment to Schedule 14D-1 filed on January 20, 1998 also constituted the Schedule 13D by the Parent and the Purchaser. All capitalized terms which are used but not defined herein shall have the meanings ascribed to such terms in the Schedule 14D-1. Item 3. Source And Amount Of Funds. --------------------------- Item 3 is hereby amended by adding the following: The aggregate purchase price for the Shares covered by this Amendment was approximately $22.4 million. The Purchaser's source of such funds was through a capital contribution from the general working capital of the Parent. Item 4. Purpose Of Transaction. ----------------------- Item 4 is hereby amended by adding the following: On January 27, 1998, the Parent's Chairman sent the following letter to the Chairman of the Company: "Dear Mr. Daniel: On behalf of WHX Corporation, I am writing to express our pleasure with the press announcement this past Friday that Handy & Harman intends to pursue strategic alternatives to enhance shareholder value. In that regard, please consider the following: o WHX now owns 1,649,455 shares of Handy & Harman common stock, or approximately 13.7%. We are now one of your two largest shareholders. Depending on market conditions, we may choose to further increase our ownership position, or to sell shares. o WHX remains interested in acquiring all of Handy & Harman in an amicable transaction which would be mutually beneficial to WHX and Handy & Harman - ------------------------------- ----------------------------- CUSIP No. 410306 10 4 13D Page 5 of 8 pages - ------------------------------- ----------------------------- shareholders, employees at large and the senior management team. o WHX has now retained DLJ as its financial adviser to assist in negotiating such a transaction. o WHX stands ready, willing and able to meet with you or your representatives to discuss an amicable transaction. However, we would NOT be pleased if last week's announcement is used as an excuse to delay the upcoming annual meeting, which is traditionally held in early May, or to otherwise deprive Handy & Harman shareholders of the opportunity to express their views about the future management and ownership of their company in a timely manner. Sincerely, Ronald LaBow Chairman" - ------------------------------- ----------------------------- CUSIP No. 410306 10 4 13D Page 6 of 8 pages - ------------------------------- ----------------------------- Item 5. Interest In Securities Of The Issuer. ------------------------------------- Item 5 is hereby amended by adding the following: The Parent and the Purchaser have previously reported the beneficial ownership of 1,011,152 Shares. Subsequent to the filing of the Schedule 13D, the holder of 100 Shares which were tendered by guaranteed delivery failed to deliver such Shares. Therefore, the correct number of Shares owned by the Parent and Purchaser following the consummation of the Offer is 1,011,052 Shares. The following table sets forth additional recent transactions in Shares by the Purchaser. Unless otherwise indicated, all such transactions took place on the NYSE. Shares of Purchase Price Common Stock Per Share Date of Purchase -------------- ---------------- -------------------- 338,403 $35.125 January 26, 1998 300,000 $35.125 January 26, 1998 As of January 26, 1998, the Purchaser and the Parent beneficially own 1,649,445 Shares, representing approximately 13.7% of the outstanding Shares, of which all Shares are directly owned by the Purchaser. The percentages above were calculated based on 12,015,052 outstanding Shares as of November 10, 1997, as set forth in the Company's Form 10-Q for the quarter ended September 30, 1997. Item 6. Contracts, Arrangements, Understandings --------------------------------------- Or Relationships With Respect To Securities ------------------------------------------- Of The Issuer. -------------- Item 6 is hereby amended by adding the following: A copy of a Joint Filing Agreement is included as Exhibit 1 to this Amendment and incorporated herein by reference. The Parent has retained Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") as a financial advisor in connection with its efforts to acquire the Company. As compensation for its services, DLJ will receive a retainer fee of $1 million. In addition, DLJ will receive an additional fee in the event Parent or Purchaser enters into a Transaction (as such term is defined in the Engagement Letter) within the next twelve - ------------------------------- ----------------------------- CUSIP No. 410306 10 4 13D Page 7 of 8 pages - ------------------------------- ----------------------------- months. The Parent has also agreed to reimburse DLJ for its reasonable out-of-pocket expenses incurred in connection with its engagement, up to $250,000, and to indemnify DLJ and certain related persons against certain liabilities and expenses in connection with their engagement. A form of engagement letter with DLJ (the "Engagement Letter") is included as Exhibit 2 to this Amendment and incorporated herein by reference. Item 7. Material To Be Filed As Exhibits. --------------------------------- Item 7 is hereby amended to add the following Exhibits: Exhibit 1: Joint Filing Agreement. Exhibit 2: Form of Engagement Letter with Donaldson, Lufkin & Jenrette Securities Corporation. - ------------------------------- ----------------------------- CUSIP No. 410306 10 4 13D Page 8 of 8 pages - ------------------------------- ----------------------------- SIGNATURES ---------- After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 27, 1998 WHX CORPORATION By:/s/ Stewart E. Tabin ------------------------------- Stewart E. Tabin, Assistant Treasurer HN ACQUISITION CORP. By:/s/ Stewart E. Tabin ------------------------------- Stewart E. Tabin Vice President EX-99.1 2 JOINT FILING AGREEMENT EXHIBIT 1 Joint Filing Agreement ---------------------- Each of the undersigned hereby agree that the statement on Amendment No. 1 to the Schedule 13D with respect to the Common Stock, $1.00 par value per share, of Handy & Harman, dated January 27, 1998 is, and any amendments thereto signed by each of the undersigned, shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) of the Securities Exchange Act of 1934. Dated: January 27, 1998 WHX CORPORATION By:/s/ Stewart E. Tabin ------------------------------- Stewart E. Tabin, Assistant Treasurer HN ACQUISITION CORP. By:/s/ Stewart E. Tabin ------------------------------- Stewart E. Tabin Vice President EX-99.2 3 LETTER AGREEMENT DONALDSON, LUFKIN & JENRETTE Donaldson, Lufkin & Jenrette Securities Corporation 2121 Avenue of the Stars, Los Angeles, CA 90057-5014 January __, 1998 PRIVATE AND CONFIDENTIAL WHX Corporation 110 East 59th Street New York, New York 10022 Attention: Mr. Ronald LaBow, Chairman of the Board Gentlemen: This letter agreement (the "Agreement") confirms our understanding that WHX Corporation ("WHX"or the "Company") has engaged Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") to act as its exclusive financial advisor for a period of 12 months commencing upon your acceptance of this Agreement, with respect to the possible acquisition of Handy & Harman ("Target"), in one or a series of transactions, by merger, consolidation or any other business combination, by purchase involving all or a substantial amount of the business, securities or assets of the Target, or otherwise (each a "Transaction"). As discussed, we propose to undertake certain services on your behalf, to the extent requested by you, which shall consist of the following: (i) assisting you in evaluating the Target, its operations, its historical performance and its future prospects; (ii) advising on a proposed purchase price and form of consideration; (iii) assisting you in structuring the Transaction; (iv) advising you in connection with any proxy solicitation undertaken by the Company in connection with a Transaction; and (v) negotiating the financial aspects of any Transaction under your guidance. In addition we will act as exclusive dealer/manager for the Company in any tender or exchange offer relating to a Transaction commenced after the date hereof. The specific terms and conditions of such engagement will be further delineated in a separate agreement, which agreement shall contain normal and customary provisions for such agreements where DLJ acts as a dealer/manager. If requested, we will deliver our opinion to the Board of Directors of the Company as to the fairness to the Company and its stockholders from a financial point of view of the consideration to be paid by the Company in a Transaction. The scope, form and substance of the opinion shall be such as DLJ considers appropriate and, in the case of a stock-for-stock merger, may be an opinion as to the fairness from a financial point of view of the ratio to be applied for the exchange of common shares in the merger. As compensation for the services to be provided by DLJ hereunder, the Company agrees (i) to pay to DLJ (a) a retainer fee of $1 million, payable promptly upon execution of this Agreement and (b) additional cash compensation as set forth below, and (ii) upon request by DLJ from time to time, to reimburse DLJ promptly for all reasonable and documented out-of-pocket expenses up to a maximum of $250,000 (including the reasonable fees and expenses of counsel), incurred by DLJ in connection with its engagement hereunder, whether or not a Transaction is consummated. As DLJ will be acting on your behalf, the Company agrees to the indemnification and other obligations set forth in Schedule 1 attached hereto, which Schedule is an integral part hereof. The additional cash compensation referred to in clause (i)(b) above shall be $1,000,000. Such additional compensation shall be payable in cash if the Transaction is consummated within 12 months commencing upon your acceptance of this Agreement. For purposes of this Agreement, a Transaction shall be deemed to have been consummated upon the earliest of any of the following events to occur: (a) the acquisition by the Company or any of its affiliates of a majority of the outstanding common stock of the Target calculated on a fully-diluted basis; (b) a merger or consolidation of the Target with the Company or an affiliate of the Company; (c) the acquisition by the Company or any of its affiliates of assets of the Target representing a majority of the Target's book value; (d) control by the Company of the Board of Directors of the Target; or (e) in the case of any other Transaction, the consummation thereof. The Company shall make available to DLJ all financial and other information concerning its business and operations that DLJ reasonably requests as well as any other information relating to any Transaction prepared by the Company or any of its other advisors. In performing its services hereunder (including, without limitation, giving an opinion of the type referred to in the second paragraph hereof), DLJ shall be entitled to rely without investigation upon all information that is available from public sources as well as all other information supplied to it by or on behalf of the Company or its advisors or the Target or its advisors and shall not in any respect be responsible for the accuracy or completeness of, or have any obligation to verify, the same or to conduct any appraisal of any assets or liabilities. To the extent consistent with legal requirements, all information given to DLJ by the Company, unless publicly available or otherwise available to DLJ without restriction or breach of any confidentiality agreement, will be held by DLJ in confidence and will not be disclosed to -2- anyone other than DLJ's agents and advisors without the Company's prior approval or used for any purpose other than those referred to in this Agreement. Any opinion requested by the Company and any advice, written or oral, provided by DLJ pursuant to this Agreement will be treated by the Company as confidential, will be solely for the information and assistance of the Company in connection with its consideration of the Transaction and will not be reproduced, summarized, described or referred to, or furnished to any other party or used for any other purpose, except in each case with our prior written consent. It is further understood and agreed that, in the event that any opinion of DLJ delivered pursuant to this Agreement is to be included in any proxy statement mailed in connection with the Transaction, the opinion will be reproduced therein in full and any description of or reference to DLJ or any summary of the opinion or presentation of DLJ included in such document shall be in form and substance acceptable to DLJ and its legal counsel. Please note that DLJ is a full service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services. In the ordinary course of our trading and brokerage activities, DLJ or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for our own account or on the accounts of customers, in debt or equity securities of the Company or other entities that may be involved in the Transaction. We recognize our responsibility for compliance with Federal laws in connection with any such activities. The Company acknowledges and agrees that DLJ has been retained solely to provide the advice or services set forth in this Agreement. DLJ shall act as an independent contractor, and any duties of DLJ arising out of its engagement hereunder shall be owed solely to the Company. This Agreement may be terminated by either the Company or DLJ at any time upon receipt of written notice to that effect by the other party. Upon any termination or expiration of this Agreement, DLJ will be entitled to prompt payment of all fees accrued prior to such termination or expiration and reimbursement of all out-of-pocket expenses as described above; provided however, if the Company shall terminate this agreement within 12 months commencing upon your acceptance of this Agreement and a Transaction shall be consummated within such 12 month period, DLJ shall be entitled to the fee set forth in paragraph four above. The indemnity and other provisions contained in Schedule I will also remain operative and in full force and effect regardless of any termination or expiration of this Agreement. It is understood that if the Company completes an acquisition transaction involving the Target in lieu of any Transaction, during -3- the term of this Agreement, DLJ and the Company will in good faith mutually agree upon acceptable compensation for DLJ taking into account, among other things, the results obtained and the custom and practice among investment bankers of international standing acting in similar transactions. The Company further agrees that it will not enter into any transaction unless, prior to or simultaneously with such transaction referred to in either of the two preceding paragraphs, adequate provision is made with respect to the payment of compensation to DLJ as contemplated by such paragraphs. This Agreement shall be binding upon and inure to the benefit of the Company, DLJ, each Indemnified Person (as defined in Schedule I) and their respective successors and assigns. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. The Company irrevocably and unconditionally submits to the exclusive jurisdiction of any State or Federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Agreement (including Schedule I). The Company hereby agrees that service of any process, summons, notice or document by U.S. registered mail addressed to the Company shall be effective service or process for any action, suit or proceeding brought in any such court. The Company irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to whose jurisdiction the Company is or may be subject, by suit upon such judgment. If any term, provision ,covenant or restriction contained in this Agreement, including Schedule I, is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. -4- After reviewing this Agreement, please confirm that the foregoing is in accordance with your understanding by signing and returning to me the duplicate of this Agreement attached hereto, whereupon it shall be our binding Agreement. Very truly yours, DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION By: ----------------------------- Accepted and Agreed this ____ day of January, 1998 WHX CORPORATION By: --------------------------- -5- -----END PRIVACY-ENHANCED MESSAGE-----