SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 16, 1998
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Date of Report (Date of Earliest Event Reported)
Handy & Harman
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(Exact Name of Registrant as Specified in Charter)
New York 1-5365 13-5129420
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
250 Park Avenue
New York, New York 10177
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(Address of Principal Executive Offices and Zip Code)
(212) 661-2400
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
Filed herewith as Exhibit 99.1 is unaudited consolidated financial
information (Consolidated Balance Sheet, Consolidated Statement of Income,
Consolidated Statement of Cash Flows, Note 1: Retirement Plans and
Postretirement Benefits other than Pensions, and Note 2: Debt) of Handy &
Harman, a New York corporation (the "Company"), as of December 31, 1997 and 1996
and for each of the years in the three year period ended December 31, 1997 (the
"Unaudited Financial Information"). The Unaudited Financial Information does not
contain all of the footnote disclosures which are required by generally accepted
accounting principles and are being filed herewith to assist WHX Corporation
("WHX") in connection with its proposed financing of the tender offer (the
"Offer") by HN Acquisition Corp. ("HN Acquisition"), a wholly owned subsidiary
of WHX, for all of the Company's outstanding shares of common stock. The Offer
is being made pursuant to WHX's Tender Offer Statement on Schedule 14D-1, filed
with the Securities and Exchange Commission (the "Commission") on March 6, 1998,
in accordance with the previously announced Agreement and Plan of Merger, by and
among the Company, WHX and HN Acquisition.
The Unaudited Financial Information is subject to normal year-end audit
adjustments and does not purport to be complete and is qualified in its
entirety by reference to the audited financial statements of the Company, which
will be filed by the Company with the Commission as part of its Annual Report on
Form 10-K for the year ended December 31, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99.1 Unaudited Consolidated Financial Information (Consolidated
Balance Sheet, Consolidated Statement of Income, Consolidated
Statement of Cash Flows, Note 1: Retirement Plans and
Postretirement Benefits other than Pensions, and Note 2:
Debt) of Handy & Harman as of December 31, 1997 and 1996 and
for each of the years in the three year period ended December
31, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 16, 1998
HANDY & HARMAN
By:
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Paul E. Dixon
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
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Exhibit Description
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99.1 Unaudited Consolidated Financial Information
(Consolidated Balance Sheet, Consolidated Statement
of Income, Consolidated Statement of Cash Flows,
Note 1: Retirement Plans and Postretirement
Benefits other than Pensions, and Note 2: Debt) of
Handy & Harman as of December 31, 1997 and 1996
and for each of the years in the three year period
ended December 31, 1997.
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