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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Handy & Harman
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[HANDY & HARMAN LETTERHEAD LOGO]
R. N. DANIEL
CHAIRMAN
DEAR SHARE OWNER:
This year the Annual Meeting of Shareholders will be held on Tuesday, May
13, at the offices of The Chase Manhattan Bank, 270 Park Avenue (Conference Room
A, 11th Floor), in New York City, beginning at 11:00 A.M. We sincerely hope that
you will be able to attend and participate in the business of the meeting. My
associates, members of the Board and other executives of the Company will be on
hand to welcome you and to talk individually with you before and after the
meeting.
Whether or not you plan to attend the meeting, you can be sure your shares
are voted as you wish by promptly dating, signing and returning your Proxy card
in the enclosed envelope.
Cordially,
/s/ R. N. Daniel
R. N. DANIEL
April 2, 1997
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HANDY & HARMAN
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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MAY 13, 1997
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders of
HANDY & HARMAN (the "Company") will be held at the offices of The Chase
Manhattan Bank, 270 Park Avenue (Conference Room A, 11th Floor), New York, New
York, on Tuesday, May 13, 1997, at 11:00 A.M., for the purpose of (1) electing
nine directors to serve for the ensuing year and until their successors have
been duly elected and qualified, (2) ratifying the appointment of KPMG Peat
Marwick LLP, as independent auditors of the Company for 1997 and (3) transacting
such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 26, 1997,
as the record date for the determination of the shareholders entitled to notice
of, and to vote at, the Annual Meeting, or any adjournment or adjournments
thereof, and only shareholders of record as of such time are entitled to vote at
the meeting.
You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting, please date, sign and return your Proxy in the enclosed
self-addressed stamped envelope.
By order of the Board of Directors,
PAUL E. DIXON
Secretary
Dated: April 2, 1997
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HANDY & HARMAN
250 PARK AVENUE
NEW YORK, NEW YORK 10177
TELEPHONE (212) 661-2400
PROXY STATEMENT
This statement is furnished in connection with the solicitation by and on
behalf of the Board of Directors (the "Board") of Handy & Harman (the "Company")
of proxies for use at the 1997 Annual Meeting of Shareholders (referred to, for
convenience, as the "Meeting") of the Company, to be held at the offices of The
Chase Manhattan Bank, 270 Park Avenue (Conference Room A, 11th Floor), New York,
New York, on Tuesday, May 13, 1997. The date of mailing of this Proxy Statement
and the accompanying Proxy card is on or about April 2, 1997.
At the Meeting all shares represented by a properly executed and not
revoked Proxy in the accompanying form will be voted and, where instructions are
specified, will be voted in accordance with the specification. Where
instructions are not specified, the shares represented by such Proxy will be
voted (a) FOR the election of all of the nine nominees for director named in
this Proxy Statement and (b) FOR ratification of the appointment of independent
auditors. In addition, the Proxy will be voted in the discretion of the
proxyholders with respect to such other business as may come properly before the
Meeting.
Any Proxy may be revoked by a shareholder, by a written communication to
the Secretary of the Company prior to or at the Meeting, to the extent the Proxy
has not been voted. Sending in a signed Proxy will not affect a shareholder's
right to attend the Meeting and to vote in person.
VOTING RIGHTS AND PRINCIPAL HOLDERS THEREOF
In all matters each shareholder will be entitled to one vote for each share
of Common Stock held of record at the close of business on March 26, 1997 (the
"Record Date"). At the Record Date there were 11,993,344 shares of Common Stock
outstanding. Common Stock is the only class of stock of the Company outstanding
and the only security of the Company entitled to vote at the Meeting.
As of the Record Date no person was known by the Board to be the beneficial
owner of more than five percent of the Company's outstanding Common Stock,
except the Company understands from publicly available reports to the Securities
and Exchange Commission that Mario J. Gabelli, Gabelli Funds, Inc., GAMCO
Investors, Inc., Gabelli & Company, Inc., Gabelli Performance Partnership L.P.,
Gabelli International Limited and Gabelli International II Limited (each of One
Corporate Center, Rye, New York 10580-1434) may be deemed to be a group
beneficially owning 1,780,397 shares or approximately 14.8 percent of the
Company's outstanding Common Stock; and Neuberger & Berman, LLC, its affiliates
and subsidiaries, of 605 Third Avenue, New York, New York 10158-3698 may be
deemed to be a group beneficially owning 1,102,025 shares or 9.2 percent of the
Company's outstanding Common Stock. The foregoing "groups" may be considered to
have sole voting and investment power with respect to the shares beneficially
owned by the group, except insofar as the voting and investment power may be
shared within the group.
As of February 1, 1997, the Officers and Directors of the Company owned
beneficially an aggregate of 586,204 shares or approximately 4.9 percent of the
Company's Common Stock, including 90,268 shares, or approximately 0.8 percent of
the Company's Common Stock which they may be deemed under the rules of the
Securities and Exchange Commission to "beneficially own," but as to which they
have disclaimed beneficial ownership.
As used in this Proxy Statement, "beneficial ownership" means the sole or
shared power to vote, or to direct the voting of, a security or the sole or
shared investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for purposes of
this Proxy Statement, a person is deemed, as of any date, to have "beneficial
ownership" of any security that such person has the right to acquire within 60
days after such date. Accordingly, the shares used in computing the percentages
of
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Common Stock as a class include both the shares actually outstanding on the
Record Date plus 347,329 additional shares which may be acquired by Officers and
Directors of the Company within 60 days, upon the exercise of stock options. No
person who was during 1996 an Officer or Director of the Company or, to the
knowledge of the Company based on publicly available information, the beneficial
owner of more than ten percent of the Company's outstanding Common Stock failed
to file on a timely basis reports required by Section 16 of the Securities
Exchange Act of 1934, other than with respect to one transaction by Mr. Nichols.
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ELECTION OF DIRECTORS
The Board has set the size of the Board at nine persons as authorized by
the By-Laws. At the Meeting, nine Directors (constituting the entire Board) are
to be elected to hold office for the ensuing year and until their respective
successors have been duly elected and qualified. Directors are elected by a
plurality of the votes cast at the Meeting. In tabulating the vote, broker
non-votes will be disregarded and will have no effect on the outcome of the
vote. All the nominees listed below were elected Directors at the 1996 Annual
Meeting of Shareholders. The following table includes information concerning the
nominees which has been furnished by the nominees:
BENEFICIAL
PRINCIPAL OCCUPATION DIRECTOR STOCK
NAME OF DIRECTOR AGE AND OTHER DIRECTORSHIPS SINCE OWNERSHIP(4)
- ------------------------------ --- ------------------------------------- -------- ------------
Clarence A. Abramson(3)....... 64 Health Industry Consultant; President 1991 4,921(6)
and a Director, Healthcare Ventures
International, Inc. Director,
PolyPharm Corp., Acorda
Therapeutics, Inc. and Gulfstream
Pharmaceuticals, LLC.
Robert E. Cornelia(3)......... 64 Management Consultant. 1991 4,921(6)
Richard N. Daniel(1).......... 61 Chairman of the Board and Chief 1974 223,567(5)
Executive Officer of the Company.
Gerald G. Garbacz(2).......... 60 Chairman, President and Chief 1988 6,834(6)
Executive Officer of Nashua
Corporation. Chairman of Cerion
Technologies.
Frank E. Grzelecki(1)......... 59 President and Chief Operating Officer 1988 145,280(5)
of the Company. Director of Chartwell
Re Corporation, The Morgan Group,
Inc. and Spinnaker Industries, Inc.
Gouverneur M. Nichols(1)(2)... 78 Business Consultant. 1973 19,548(6)
Hercules P. Sotos(3).......... 63 Director of PNC Bank, New England. 1993 4,725(6)
Retired 1995 as Vice Chairman and a
Director of Playtex Products, Inc.
Elliot J. Sussman(2).......... 45 President and Chief Executive Officer 1995 2,882(6)
of Lehigh Valley Health Network, Inc.
and Lehigh Valley Hospital, Inc.
Professor of Medicine at
Pennsylvania State University.
Roger E. Tetrault(2).......... 55 Vice Chairman and Chief Executive 1996 2,683
Officer McDermott International,
Inc. and J. Ray McDermott, S.A.
- ---------------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
(4) The information set forth concerning beneficial ownership is as of February
1, 1997. At that date, each nominee individually had beneficial ownership of
less than 1% of the total number of outstanding shares of Common Stock,
except Mr. Daniel and Mr. Grzelecki whose beneficial ownership was
approximately 1.9% and 1.2%, respectively. The shares set forth in the table
do not include 89,068 shares owned by the wife of a nominee, as to which the
nominee has disclaimed beneficial ownership.
(5) Includes 140,000 shares which Mr. Daniel has the right to acquire upon the
exercise of stock options granted under the Company's 1995 Omnibus Stock
Incentive Plan and 1991 Long-Term Incentive Stock Option Plan, and 133,750
shares which Mr. Grzelecki has the right to acquire upon the exercise of
stock options granted under such Plans. For a discussion of such options,
see "Stock Options" below.
(6) Includes 3,473 shares which Mr. Abramson may acquire, 2,725 shares which Mr.
Sotos may acquire, 1,382 shares which Dr. Sussman may acquire and 683 shares
which each of Mr. Cornelia, Mr. Garbacz, and Mr. Nichols may acquire upon
exercise of stock options granted under the Outside Director Stock Option
Plan discussed under the caption "Compensation of Directors" below.
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If any nominee should become unavailable for election for any reason, the
Proxies will be voted for the election of an alternative nominee designated by
the Board. The management of the Company has no reason to believe that any
nominee will become unavailable. If no such alternative nominee is so
designated, the membership of the Board will be reduced, pursuant to the
By-Laws, to a number equal to the number of such nominees who are available for
election.
CERTAIN ADDITIONAL INFORMATION CONCERNING NOMINEES
Each nominee has been engaged in his current principal occupation for at
least the last five years, except as indicated below.
CLARENCE A. ABRAMSON -- Healthcare industry consultant since January 1994,
prior thereto Vice President and Secretary of Merck & Co., Inc. (a major
pharmaceutical company).
RICHARD N. DANIEL -- Chairman of the Board and Chief Executive Officer of
the Company since May 1992 and prior thereto Chairman of the Board, President
and Chief Executive Officer of the Company.
GERALD G. GARBACZ -- President and Chief Executive Officer of Nashua
Corporation since January 1996 and Chairman since June 1996. Chairman of Cerion
Technologies since May 1996. Formerly Chairman, Chief Executive Officer and
Director of Baker & Taylor, Inc. (a distributor of books, video and other media
materials) from March 1992 to July 1994; and prior thereto Executive Vice
President of W. R. Grace & Co. (a multinational company).
FRANK E. GRZELECKI -- President and Chief Operating Officer of the Company
since May 1992 and prior thereto Vice Chairman of the Board of the Company.
HERCULES P. SOTOS -- Retired since 1995. Formerly President of
International Playtex Inc. and Vice Chairman and a Director of Playtex Products,
Inc. (a manufacturer of health and beauty aid products) from prior to January
1991.
ELLIOT J. SUSSMAN -- President and Chief Executive Officer and a Director
of Lehigh Valley Health Network, Inc. and Lehigh Valley Hospital, Inc. since
1993; Professor of Medicine at Pennsylvania State University since 1994.
Chairman of the Board and President of PennHEALTH, Inc. d.b.a. PennCARE.
Formerly Associate Dean and Associate Professor of Medicine at University of
Chicago from prior to January 1991.
ROGER E. TETRAULT -- Vice Chairman and Chief Executive Officer of McDermott
International, Inc. and J. Ray McDermott, S.A. since March 1997. Formerly
President, General Dynamics Land Systems, Inc. from 1993-1997 and formerly
President, Electric Boat Division of General Dynamics Corporation from
1991-1993.
COMMITTEES OF THE BOARD
The Company's Board has a standing Executive Committee, a standing
Compensation Committee and a standing Audit Committee. The Company's Board does
not have a Nominating Committee.
The Executive Committee is empowered by the By-Laws to act, during the
intervals between meetings of the Board, and to exercise all powers of the Board
in the management and direction of the business of the Company except such
powers as, by law, by the Company's Certificate of Incorporation or by the
Company's By-Laws, may not be delegated to the Committee. The Executive
Committee did not meet during 1996.
The Audit Committee is empowered by the Board, under the Company's By-Laws,
to review the scope and procedures to be followed in the conduct of the audit by
the Company's independent auditors and also to review the findings and
recommendations by the auditors resulting from the audit. The Committee also
meets with the auditors to review the adequacy of the Company's internal
controls and any significant changes in the accounting practices or audit
reporting requirements followed. The Committee also functions to approve the
professional services by the independent auditors, review the independence of
the auditors and consider the amount and relationship of the non-audit fees to
the audit fees of the auditors. The Audit Committee met two times during 1996.
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The Compensation Committee, whose powers are discussed within the Executive
Compensation section of this document, met four times during 1996.
BOARD PARTICIPATION
The Board conducted seven meetings in person during 1996 in each month
January through May, September and October. Three additional meetings were
conducted during the months of May, October and December by teleconference.
During 1996, all of the nominees for Director who were then Directors attended
at least 75 percent of the meetings in person or by teleconference of the Board
and of the Committees on which they serve.
EXECUTIVE COMPENSATION
The Company's Executive Compensation Program is administered by the
Compensation Committee of the Board of Directors, which is comprised of three
independent, non-employee Directors of the Company. The Compensation Committee
is empowered by the Board to review the salaries paid to the Company's Officers
each year and recommend to the Board any adjustments that it deems appropriate.
It also reviews the nature and scope of the services rendered each year by the
participants in the Management Incentive Plan of the Company and the
corresponding benefits derived by the Company from such services. Then, based on
the review of management recommendations, the Compensation Committee awards
bonuses to the participants in accordance with the Plan. The Committee also
reviews and recommends to the Board the granting and awarding of restricted
stock under the Company's Long-Term Incentive Plan and the granting of stock
options and Stock Appreciation Rights (SAR's) under the Company's 1995 Omnibus
Stock Incentive Plan.
The following table provides information on the compensation provided by
the Company to the Company's Chief Executive Officer and the five most highly
paid Executive Officers:
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
--------------------
RESTRICTED
ANNUAL COMPENSATION STOCK OPTIONS ALL OTHER
-------------------- AWARDS SHARES COMPENSATION
NAME & POSITION YEAR SALARY BONUS ($)(3) (#) ($)
- -------------------------------- ----- -------- -------- ---------- ------ ------------
R. N. Daniel 1996 $470,000 $170,000 $ 208,069 50,000 $ 7,834(1)
Chairman and CEO 1995 $423,862 $215,000 -- 30,000 $ 6,186(1)
1994
$399,634 $280,000 $ 53,813 25,000 $ 16,387(1)
F. E. Grzelecki 1996 $410,000 $150,000 $ 178,956 40,000 $ 6,186(1)
President and COO 1995 $363,860 $190,000 -- 25,000 $ 5,008(1)
1994
$341,354 $240,000 $ 38,438 20,000 $ 13,828(1)
P. E. Dixon, Vice 1996 $179,000 $ 70,000 $ 57,369 15,000 $ 3,195(1)
President, General 1995 $164,346 $ 80,000 -- 15,000 $ 1,995(1)
Counsel & Secretary 1994 $152,230 $101,000 -- 5,000 $ 3,453(1)
J. M. McLoone(2), Vice 1996 $164,000 $ 60,000 $ 46,238 5,000 $ 3,241(1)
President -- Corporate 1995 $160,885 $ 70,000 -- 10,000 $ 3,068(1)
Development & Planning 1994 $151,192 $101,000 -- 5,000 $ 6,027(1)
S. B. Mudd(3), Vice 1996 $155,139 $ 45,000 $ 56,513 5,000 $ 4,847(1)
President and Treasurer 1995 $149,923 $ 70,000 -- 5,000 $ 4,428(1)
1994
$143,923 $ 92,000 $ 18,450 2,000 $ 8,215(1)
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(1) Company matching contributions under the 401(k) Savings Plan for Messrs.
Daniel, Grzelecki, Dixon, McLoone, and Mudd: (A) for 1996 were $2,250,
$2,250, $2,250, $2,250, and $2,250, (B) for 1995 were $2,250, $2,250,
$1,282, $2,250, and $2,250, respectively, and (C) for 1994 were $2,250,
$2,250, None, $2,250, and $2,250, respectively.
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The Company maintains a supplemental life insurance program for its Officers
providing a variable, appreciable life insurance policy on each participant
in an amount equal to four times annual base salary up to retirement and two
times such annual base salary after retirement. Such program replaces a
predecessor benefit plan whereby, in the event of the death of the Officer,
prior to retirement, the Company credited an amount equal to two times the
Officer's salary to a deferred compensation account to be paid to his
beneficiaries over a period of ten years. This program was funded by the
Company purchasing individual insurance policies on the life of each
Officer. The costs of this program for Messrs. Daniel, Grzelecki, Dixon,
McLoone, and Mudd: (A) for 1996 were $5,584, $3,936, $945, $991, and $2,597,
respectively, (B) for 1995 were $3,936, $2,758, $713, $818, and $2,178,
respectively, and the costs of the predecessor program: (C) for 1994 were
$14,137, $11,578, $3,453, $3,777, and $5,965, respectively.
(2) Employment of Mr. McLoone as Vice President -- Corporate Development &
Planning of Handy & Harman ceased on March 3, 1997.
(3) Mr. Mudd retired as the Vice President and Treasurer of Handy & Harman on
January 31, 1997.
BASE SALARIES
Officer salaries were increased based on the recommendations of the
Compensation Committee and of an outside independent report. These increases
reflected input submitted by the Company's Chief Executive Officer and the
Committee's assessment of the individual performance contributions of each
Officer over the past year. The base salary of each Officer is determined by the
Compensation Committee annually. While the Committee uses the benchmarks as a
reference point, a particular Officer's base salary may vary depending upon his
salary history, experience, performance and salary guidelines imposed by the
budget.
ANNUAL INCENTIVE AWARDS FOR 1996
The Company maintains the Management Incentive Plan (MIP), which is an
annual incentive program that rewards selected Officers and other key employees
each year based on their contributions to the profits of the Company. Prior to
the start of each Plan year, the Chief Executive Officer recommends those
Officers designated as Plan participants for the upcoming year. Final selection
of each participant rests with the Compensation Committee. For the 1996 fiscal
year, all Officers were selected for participation in the Plan.
The available incentive pool for Officers and selected corporate management
participants is determined by a formula that represents seven and one half
percent of consolidated pre-tax earnings in excess of 15 percent of
shareholders' equity. An individual participant's award may not exceed 100
percent of the participant's salary in the fiscal year for which the Incentive
Award was earned. If the excess earnings criterion is not met, at the sole
discretion of the Committee, based upon the recommendation of the Chief
Executive Officer, an amount may be provided for Awards to participants to
recognize overall effort of achieving objectives which enhance the Company's
long-term growth potential. However, any discretionary Award may not increase an
employee's total Incentive Award under this provision to an amount in excess of
25 percent of the participant's base salary.
For the 1996 fiscal year, corporate pre-tax earnings were in excess of the
minimum shareholders' equity requirement and Incentive Awards to Officers ranged
from 14 percent to 39 percent of base salary.
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STOCK OPTIONS
HANDY & HARMAN 1995 OMNIBUS STOCK INCENTIVE PLAN
(SUCCESSOR TO THE HANDY & HARMAN LONG-TERM INCENTIVE STOCK OPTION PLAN ADOPTED
IN 1991)
This Plan is intended to promote the interests of the Company and the
stockholders of Handy & Harman by providing officers and other employees of the
Company (including directors who are also employees of the Company) with
appropriate incentives and rewards to encourage them to enter into and continue
in the employ of the Company and to acquire a proprietary interest in the
long-term success of the Company.
After incorporating remaining "shares available for option" from the
predecessor plan, the combined number of shares subject to award under this Plan
adopted at the 1995 Annual Meeting of Shareholders shall not exceed 1,000,000
shares of Common Stock. The Compensation Committee of the Board of Directors may
grant options, stock appreciation rights (tandem or stand alone), shares of
restricted or phantom stock and stock bonuses, in such amounts and with such
terms and conditions as the Compensation Committee shall determine, subject to
the provisions of the Plan. Commencing one year after the date of grant, each
option becomes exercisable cumulatively at the rate of 25 percent per year (20
percent for predecessor plan awarded options) and will expire ten years from the
date such options were granted. Transactions under this successor Plan and the
predecessor plan (1994 and prior) are summarized below:
SHARES
AVAILABLE SHARES UNDER OPTION
FOR ------------------------------
OPTION SHARES RANGE OF PRICE
-------- ------- ----------------
Balance, January 1, 1994 .............. 348,200 648,000 $ 9.625-15.3125
Options granted........................ (118,000) 118,000 $13.75 -16.625
Options exercised...................... -- (27,000) $ 9.625-12.625
Options expired........................ 23,000 (23,000) $12.625
-------- ------- ----------------
Balance, December 31, 1994............. 253,200 716,000 $ 9.625-16.625
Increase in shares subject to award.... 746,800
Options granted........................ (162,000) 162,000 $15.125-15.438
Options exercised...................... -- (22,800) $ 9.625-12.937
Options expired........................ 28,200 (28,200) $11.313-16.625
-------- ------- ----------------
Balance, December 31, 1995............. 866,200 827,000 $ 9.625-16.625
Options granted........................ (260,000) 260,000 $17.75 -18.625
Options exercised...................... -- (78,500) $ 9.625-16.625
Options expired........................ 48,800 (48,800) $12.625-16.625
-------- ------- ----------------
Balance, December 31, 1996............. 655,000 959,700 $ 9.625-18.625
======== ======= ==============
During 1996 options to purchase 260,000 shares of Common Stock were awarded
and, as of December 31, 1996 options to purchase 959,700 shares of Common Stock
were outstanding and no SAR's had been issued. The exercise price of each option
cannot be less than 100 percent of the fair market value of a share of common
stock at the time the option is granted.
The Company's 1991 Long-Term Incentive Stock Option Plan, which covered a
maximum of 1,000,000 shares of the Company's Common Stock, was approved at the
1991 Annual Meeting of Shareholders. Such plan permitted the grant of
non-qualified stock options and SAR's. Outstanding shares under option for this
plan were incorporated into the successor Handy & Harman 1995 Omnibus Stock
Incentive Plan, as stated above.
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During 1996, options were granted to the Executive Officers named below.
SAR's may be granted under the 1995 Omnibus Stock Incentive Plan, but no such
rights are outstanding. Shown below is information concerning stock option
grants to any named Executive Officer who was granted a stock option during
1996:
STOCK OPTION GRANTS 1996
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
- ----------------------------------------------------------------------------- STOCK PRICE
EXERCISE APPRECIATION FOR
OPTION/ OR BASE OPTION TERM(1)
SARS PRICE EXPIRATION ---------------------
GRANTED ($/SH) DATE 5% 10%
------- -------- ---------- -------- ----------
% OF TOTAL
OPTIONS
GRANTED TO
EMPLOYEES IN
FISCAL YEAR
------------
R. N. Daniel................. 50,000 19% $17.75 09/26/06 $558,000 $1,414,500
F. E. Grzelecki ............. 40,000 15% $17.75 09/26/06 $446,400 $1,131,600
P. E. Dixon.................. 15,000 6% $17.75 09/26/06 $167,400 $ 424,350
J. M. McLoone................ 5,000 2% $17.75 09/26/06 $ 55,800 $ 141,450
S. B. Mudd................... 5,000 2% $17.75 09/26/06 $ 55,800 $ 141,450
- ---------------
(1) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future appreciation, if
any, of the Company's stock price. No gain to the optionee is possible
without an increase in stock price which will benefit all shareholders
commensurately.
The exercise price of the options granted is equal to the market value of
the shares on the date of the grant. These options become exercisable at
the cumulative rate of 25% per year on each of the first four anniversary
dates.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FOR YEAR-END OPTION/SAR VALUES
The following table provides information with respect to options exercised
by any named Executive Officer during 1996. In addition, this table provides the
number and information with respect to unexercised options to purchase shares as
of December 31, 1996:
NUMBER OF
UNEXERCISED VALUE OF
OPTIONS/SARS(1) UNEXERCISED
IN-THE-MONEY(2)
OPTIONS/SARS
AT YEAR-END(#) AT YEAR-END($)
SHARES --------------- -----------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------- ----------- ----------- --------------- -----------------
R. N. Daniel..................... None None 140,000/102,500 $466,731/$135,007
F. E. Grzelecki ................. None None 133,750/83,750 $448,323/$114,350
P. E. Dixon...................... 6,000 $28,377 11,350/31,650 $ 37,407/$ 40,595
J. M. McLoone.................... None None 18,500/21,500 $ 78,566/$ 49,565
S. B. Mudd....................... None None 23,850/11,150 $109,382/$ 15,432
- ---------------
(1) No stock appreciation rights are outstanding.
(2) The value of the unexercised in-the-money options is calculated by
multiplying the number of underlying shares by the difference between the
closing price of the Company's Common Stock on the New York Stock Exchange
at December 31, 1996 ($17.50) and the exercise price for these shares. These
values have not been realized.
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LONG-TERM INCENTIVE PLAN
The Company's Long-Term Incentive Plan is a performance-based restricted
stock Plan where every other year key executives earn the right to receive
shares of Company stock based on achievement of pre-established financial and
individual performance goals. Plan participants are selected by the Compensation
Committee and include the five highest paid Officers. An aggregate of 62,750
shares of restricted stock were awarded in 1996, including awards to Messrs.
Daniel, Grzelecki, Dixon, McLoone and Mudd.
The Plan establishes overlapping cycles with each cycle encompassing five
fiscal years. Shares of restricted stock are awarded based on the results
attained on the selected performance measures over the first three years of a
cycle (Performance Period). The subsequent two-year time frame represents the
period when restrictions lapse and the stock is earned (Earn-out Period). Shares
are earned-out at the rate of 50 percent per year. Awards are made in the Spring
of the year immediately following the third year of each Performance Period.
During the Earn-out Period, the shares are held by the Company in escrow for the
executive. The executive receives dividends on the restricted stock during the
two-year Earn-out Period.
The number of restricted shares granted for each cycle is determined by a
formula that considers the executive's base salary, the market value of the
Company's stock and the executive's duties and responsibilities. The grant
guidelines were developed by an independent compensation consultant hired by the
Company.
Long-term objectives are established under the Plan which reflect both
Quantitative and Qualitative measures. Results achieved on the Quantitative
component determine 70 percent of the restricted share Award and results
achieved on the Qualitative component determine 30 percent of the Award.
The Quantitative measures include the following:
- Average Annual Return on Shareholders' Equity
- Average Annual Operating Income
Qualitative performance measures include specific goals developed under
several categories. Each goal is also weighted according to its relative
importance to the executive's position.
At the end of each three year cycle, the Compensation Committee determines
the number of shares to be awarded to each executive based upon the actual
performance compared to the Objectives.
Based on the four cycles completed under this Long-Term Incentive Plan
covering the nine year period from 1987 through 1996, a total of 138,050 shares
of stock have been awarded net of forfeitures. The number of key management
participants in each cycle has been between 20 and 35.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OFFICER COMPENSATION POLICY
In making determinations regarding compensation, the Committee takes into
account the duties of the respective employee and their contribution to the
success of the Company. In accordance with the Rules and Regulations established
by the Securities and Exchange Commission, the Company is required to disclose
certain compensation policies and practices applicable to the Chief Executive
Officer and all other Officers regarding compensation actions taken in 1996. For
this purpose, the members of the Committee, Messrs. Cornelia, Abramson and
Sotos, have prepared this report.
The Compensation Committee supports several important policies as a
framework for administering the Executive Compensation program. THESE POLICIES
ARE DESIGNED TO 1) ALIGN THE INTERESTS OF EXECUTIVES WITH THE LONG-TERM INTEREST
OF SHAREHOLDERS, 2) PROVIDE COMPETITIVE LEVELS OF COMPENSATION THAT INTEGRATE
PAY WITH THE COMPANY'S SHORT AND LONG-TERM PERFORMANCE OBJECTIVES, 3) ATTRACT,
MOTIVATE AND RETAIN KEY EXECUTIVES AND 4) STRIVE FOR FAIRNESS IN THE APPLICATION
OF PAY POLICIES ALONG WITH COMMUNICATIONS PROGRAMS TO ASSURE THAT ALL KEY
EXECUTIVES UNDERSTAND THE ADMINISTRATION PROCEDURES.
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The Committee is mindful of the new provision of the Internal Revenue Code
which may have the effect of disallowing the Company's deduction for Executive
Compensation over one million dollars in any year for each of the Executive
Officers named in the Summary Compensation table. The Committee will monitor
this issue closely and determine what actions, if any, should be taken with
respect to its Executive Compensation policies in order to preserve this
deduction.
Currently, executive compensation is comprised of base salary, annual
incentive bonuses, long-term incentive opportunities in the form of
performance-based restricted stock, stock options and SAR's and supplemental
executive benefits. As an employee's responsibility level increases, total
compensation emphasizes variable pay based on performance objectives over annual
base salary.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The policies and programs described above served as the basis for
determining the compensation of the Company's Chief Executive Officer.
During 1996 the Board did not increase Mr. Daniel's base salary and
remained at the same level as in 1995; namely, $470,000. Based on performance,
total compensation considerations and an outside independent report on salary
levels of Chief Executive Officers of comparable organizations, the Compensation
Committee, therefore, determined that Mr. Daniel's annual salary was competitive
at its current rate.
Mr. Daniel's bonus Award of $170,000 for 1996 was determined in accordance
with the Management Incentive Plan of the Company based upon 1996 earnings,
which were in excess of the net earnings requirement.
Mr. Daniel received the stock option grants in 1996 indicated on the above
table entitled "Stock Option Grants 1996".
PENSIONS
The Company maintains the Handy & Harman Pension Plan, a defined benefit
pension plan, which provides benefits generally to all salaried employees. The
annual benefit for each participant that retires at Normal Retirement Age (age
65) with at least 25 years of service is equal to 50 percent of career average
pay minus $1,125. A proportionately reduced benefit is provided for retirement
at age 65 with less than 25 years of service. The formula is applied to earnings
averaged over the period from January 1, 1993, to retirement, with a minimum of
five years of earnings included in the average. This definition of Average
Earnings was adopted in 1992. Prior to the Amendment, the benefit was based on
the highest consecutive five years of earnings. Plan benefits accrued prior to
October 31, 1992, are subject to annual Cost of Living Adjustments up to a
maximum of four percent per year.
Career Average Pay only includes salary, not bonuses or other incentive
compensation. The Company maintains the Supplemental Executive Retirement Plan
("SERP") to provide Corporate Officers the amount of reduction in their formula
pension benefits under the Handy & Harman Pension Plan on account of the
limitation on pay under Section 401(a)(17) of the Internal Revenue Code (which
for 1997 is $160,000), and the limitation on benefits under Section 415 of the
Internal Revenue Code (which for 1997 is $125,000). The SERP also applies the
Handy & Harman Pension Plan formula to the Career Average Pay after including 25
percent of the amounts received under the Company's Management Incentive Plan
for services in 1995 and subsequently (50 percent for services prior to 1995).
Amounts received under the SERP are not subject to Cost of Living increases.
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The following Table shows the projected Annual Retirement Benefits, payable
on the basis of ten years of certain payments and thereafter for life, to each
of the individuals listed in the Summary Compensation Table at age 65 assuming
continuation of employment to age 65 (except for Mr. McLoone, as discussed
above, footnote (2) on page 6). The amounts shown under Salary reflect the
current rate of salary as plan compensation for Messrs. Daniel, Grzelecki,
Dixon, McLoone and Mudd of $470,000, $410,000, $179,000, $164,000, and $160,000,
respectively, and include the benefits payable under both the Handy & Harman
Pension Plan and the SERP. The amount of benefits shown under Bonus would be
payable under the SERP and assumes continuation of the amount of Bonus for 1996
shown in the Summary Compensation Table (except for Mr. McLoone, who is not
eligible for a benefit under the SERP).
EXECUTIVE PENSION BENEFITS
ANNUAL RETIREMENT BENEFITS FROM:
NORMAL RETIREMENT ----------------------------------
NAME DATE (NRD) SERVICE AT NRD SALARY BONUS TOTAL
- ----------------------- ------------------ ---------------- --------- -------- ---------
R. N. Daniel........... October 1, 2000 29 yrs. $ 217,000 $ 26,956 $ 243,956
F. E. Grzelecki........ July 1, 2002 13 yrs. 99,385 12,090 111,475
P. E. Dixon............ September 1, 2009 16 yrs. 10 mos. 57,622 6,198 63,820
J. M. McLoone.......... December 1, 2007 15 yrs. 5 mos. 14,695 0 14,695
S. B. Mudd............. January 31, 1997 22 yrs. 3 mos. 64,236 8,882 73,118
During 1992 the Company entered into an individual retirement agreement
with Mr. Grzelecki which provides an additional retirement benefit commencing on
July 1, 1997, or his later retirement from the Company. The amount of monthly
pension vested as of June 30, 1996, was $5,000, which increases by an additional
$1,000 each subsequent June 30 during his continued employment up to a maximum
of $6,000 per month. The pension provides for benefits on the basis of a ten
year certain payment and for life thereafter. The Company has purchased an
annuity policy to provide a reserve for payment of its obligation of the $5,000
per month pension accrued at June 30, 1996, although the Company continues to be
liable for payments under the agreement.
COMPENSATION OF DIRECTORS
Each Director of the Company, other than each Officer who was also a
Director, was compensated quarterly for all services as a Director including
regular Board attendance at the rate of $23,400 per annum, which rate has been
in effect since May 1, 1995. No extra amount is payable for Committee
participation or special assignment.
The Company carries insurance providing indemnification, under certain
circumstances, to all the Directors and Officers of the Company for claims
against them by reason of, among other things, any act or failure to act in
their capacities as Directors or Officers. The current annual premium is
$239,400, all of which is paid by the Company. No sums have been paid to any
past or present Director or Officer of the Company under this or any prior
indemnification insurance policy.
The Handy & Harman Outside Director Stock Option Plan (the "Directors'
Plan") which was approved by the shareholders in 1990, provides for the granting
of options to each non-employee member of the Company's Board of Directors. The
purpose of the Directors' Plan is to foster and promote the long-term financial
success of the Company and materially increase shareholder value by enabling the
Company to attract and retain the services as Directors of outstanding
individuals whose judgement, interest and special effort are essential to the
successful conduct of the Company's business and affairs.
The Directors' Plan provides for the granting of options to Directors of
the Company (who are not employees of the Company) to acquire an aggregate of
100,000 shares of Common Stock of the Company. The Directors' Plan provides that
annual grants of options are to be made on the first business day of each year
to purchase an amount of shares determined by dividing 50 percent of the annual
retainer fee of each outside Director by the fair market value of a share of
Common Stock on the date of grant. The options are exercisable for ten years
after the date of grant. The exercise price is one dollar per share and upon
exercise payment must be made in full in cash or cash equivalents. No options
may be granted after September 28,
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1999. See footnote (6) to the table following the list of nominees for Directors
under the caption "Election of Directors" above.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL AGREEMENTS
The Company has entered into agreements with Mr. Daniel in 1986 and Mr.
Grzelecki in 1989 providing that if, after a change in control (as defined in
the agreements) of the Company, the Officer's position, duties,
responsibilities, status with the Company, base salary, employee benefits or
location are changed in a manner materially adverse to that Officer's interest,
then he may designate such change as an event which "triggers" a three-year
period of guaranteed employment of the Officer by the Company. In December 1988
the Board authorized amendments to these agreements to: (i) conform the
definition of "change in control" to the broader definition contained in the
Company's employee benefit Plans; and (ii) provide that the Company would
reimburse the Officers for any excise tax (and any income and excise tax due
with respect to such reimbursement) imposed on payments made to such Officers in
connection with a "Change In Control" of the Company pursuant to Section 280 G
of the Internal Revenue Code of 1986, as amended.
In 1989 the Company entered into an agreement with Mr. Daniel which
replaced the one entered into with him and the other Corporate Officers of the
Company in 1986 (the "Daniel Agreement"). The Daniel Agreement provided for a
three year period of employment commencing on May 1, 1989, which may be (and
was) extended May 1 of each year 1992-1996 for an additional three-year term. If
not so extended, the Daniel Agreement terminates at the end of its then current
term. Effective October 1, 1995, the Board set Mr. Daniel's base salary at
$470,000 per annum and this amount may be increased at the discretion of the
Board. He is also entitled to participate in Company Benefit Plans, including
the Management Incentive Plan and the Omnibus Stock Incentive Stock Plan. If the
Company should terminate the Daniel Agreement other than for cause (as defined
therein) or Mr. Daniel should terminate it for good reason (as defined therein),
the Company is obligated to pay Mr. Daniel a lump sum amount equal to the Base
Salary he would receive to the end of the then current employment period plus an
amount equal to the Management Incentive Plan payment he last received times the
remaining years of the employment period or portions thereof. He also would
become entitled to additional pension benefits under the Handy & Harman Pension
Plan. The Company has also agreed to an amendment to the Daniel Agreement
providing that, when his employment by the Company ends for whatever reason
(other than for cause as defined therein), he would be entitled to medical
benefits for him and his wife during their lives without cost to them in the
same manner as then currently provided for active senior Officers of the
Company.
The Company entered into a new Amended and Restated Agreement with Mr.
Grzelecki providing that, when his employment by the Company ends, he will be
entitled to severance rights of one year's salary payable over a five year
period, unless accelerated; plus: (i) the supplemental retirement benefit
described above under the caption "Executive Pension Benefits," (ii) medical
benefits for him and his wife during their lives without cost to them in the
same manner as then currently provided for active senior Officers of the
Company, (iii) certain adjustments of the exercise periods of outstanding stock
options and (iv) subject to limitations, office space and secretarial services
for a four year period.
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PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the Company's
cumulative total shareholder return to the cumulative total return of the
"Standard & Poor's 500 Stock Index" and a peer industry group of companies. The
Company is classified in the "Metal Fabricating" industry by "The Value Line
Investment Survey" and in the "Precious Metals" industry group by Dow Jones. The
Company has selected as its peer industry the composite of the Companies in The
Value Line and Dow Jones groupings.
PERFORMANCE CHART
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) HANDY & HARMAN S&P 500 PEER GROUP
1991 100.00 100.00 100.00
1992 128.16 107.62 97.72
1993 134.42 118.46 140.59
1994 139.60 120.03 132.46
1995 152.18 165.13 156.76
1996 163.69 203.05 184.27
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board has appointed the firm of KPMG Peat Marwick LLP as the
independent auditors of the Company for 1997. KPMG Peat Marwick LLP and its
predecessors have served as the Company's auditors for a number of years. KPMG
Peat Marwick LLP has advised the Company that no member of the firm has any
direct or material indirect financial interest in the Company or its
subsidiaries, other than as independent auditors. A representative of KPMG Peat
Marwick LLP is expected to be present at the Meeting with an opportunity to make
a statement if he desires to do so and to be available to respond to appropriate
questions.
A majority of the votes cast at the Meeting is required to approve the
selection of auditors. If the shareholders do not ratify the appointment of KPMG
Peat Marwick LLP as independent auditors, the Board will consider selection of
another accounting firm.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK LLP.
OTHER BUSINESS
Management knows of no other business which will be presented for
consideration at the Meeting. However, if any other business is properly brought
before the Meeting or any adjournment thereof, the persons appointed as Proxy
Agents in the accompanying Proxy will vote thereon in accordance with their best
judgement.
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SHAREHOLDER PROPOSALS FOR 1998
Shareholders intending to nominate director candidates for election at the
1997 Annual Meeting or to bring any other matter before the 1998 Annual Meeting
must deliver written notice, including specified information, to the Secretary
of the Company not less than 50 days nor more than 75 days prior to the 1998
Annual Meeting, provided that if less than 65 days' notice or prior public
disclosure of the date of the 1998 Annual Meeting is given or made to
shareholders, shareholders must deliver written notice to the Secretary not
later than the close of business on the 15th day following the day on which such
notice of the date of the 1998 Annual Meeting was mailed or such public
disclosure was made. Any matter proposed to be brought before the 1998 Annual
Meeting must be timely noticed to the Company as discussed above.
In addition, proposals by shareholders which are intended to be considered
for inclusion in the Company's Proxy Statement and Proxy card for the 1998
Annual Meeting must be received by the Secretary of the Company in writing not
later than December 1, 1997. The inclusion of any proposal will be subject to
applicable rules of the Securities and Exchange Commission.
SOLICITATION OF PROXIES
The Company will bear the cost of soliciting Proxies for the Meeting. The
Company has retained Georgeson & Company Inc., Wall Street Plaza, New York, New
York, to assist it in the solicitation of proxies from brokers, banks and other
institutional holders. It is estimated that the fees for the services of that
firm will be $8,000, and the Company will also reimburse that firm for its
reasonable out-of-pocket expenses incurred in connection with providing the
services. In addition to solicitation by mail and by Georgeson & Company Inc.,
the Proxies may be solicited by Officers and regular employees of the Company
personally or by telephone, telecopier or telegraph. The Company will reimburse
banks, brokers and other nominees, custodians and fiduciaries for their
reasonable direct and indirect expenses incurred in forwarding proxy material to
beneficial owners and seeking authorization for the execution of Proxies.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By order of the Board of Directors,
PAUL E. DIXON
Secretary
Dated: April 2, 1997
10-K REPORT
Upon written request, the Company will provide, without charge, a copy of
its Annual Report on Form 10-K, including the financial statements and the
financial statement schedules thereto, but without Exhibits, as filed with the
Securities and Exchange Commission, for the fiscal year ended December 31, 1996.
Copies of the Exhibits will be furnished at the Company's cost for the
reproduction, postage and handling thereof. Letters requesting the 10-K Report
should be addressed to the Corporate Secretary, Handy & Harman, 250 Park Avenue,
New York, New York 10177.
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HANDY & HARMAN
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING MAY 13, 1997
R
The undersigned, revoking all prior proxies, hereby appoints Richard N.
O Daniel, Robert E. Cornelia and Gouverneur M. Nichols, or any of them
acting in the absence of the others, with full power of substitution,
X the true and lawful proxy agents of the undersigned, to attend the 1997
Annual Meeting of Shareholders of HANDY & HARMAN called to be held at
Y 11:00 A.M., on May 13, 1997 and any adjournments thereof and thereat to
vote the shares of stock of said Company standing in the name of the
undersigned with all the powers the undersigned would possess if
personally present at said Meeting, all in accordance with and as more
fully described in the Proxy Statement for said Meeting.
Election of Directors. Nominees: Comments (Change of Address)
C.A. Abramson ----------------------------
R.E. Cornelia
R.N. Daniel ----------------------------
G.G. Garbacz
F.E. Grzelecki ----------------------------
G.M. Nichols
H.P. Sotos (If you have written in the
E.J. Sussman above space, please mark the
R.E. Tetrault corresponding box on the
reverse side of this card)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING
THE APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED /SEE REVERSE/
NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE / SIDE /
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE
PROXY AGENTS CANNOT VOTE YOUR SHARES UNLESS YOU SIGN
AND RETURN THIS CARD.
19
[X] Please mark
your votes
as this
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF DIRECTORS AND
FOR PROPOSAL 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR WITHHELD
1. Election of Directors [ ] [ ]
(see reverse)
For, except vote withheld from the following nominee(s):
________________________________________________________
FOR AGAINST ABSTAIN
2. Ratification of the appointment of KPMG Peat [ ] [ ] [ ]
Marwick LLP, as auditors.
3. In their discretion, upon such other business as may properly come before
the Meeting.
[ ] Change of Address/Comments on Reverse Side.
Receipt of the 1996 Annual Report to Shareholders and the Notice of Meeting and
Proxy Statement with respect to the aforesaid Meeting is hereby acknowledged.
Signature(s)___________________________________________ Date ___________, 1997
NOTE: Please date and sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.