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
September 9, 1994
Date of Report (Date of earliest event reported)
HANDY & HARMAN
(Exact Name of Registrant as Specified in Charter)
New York 1-5365 13-5129420
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
250 Park Avenue New York, New York, New York 10177
(Address of Principal Executive Offices) (Zip Code)
(212) 661-2400
Registrant's telephone number, including area code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
(a) On September 9, 1994, Handy & Harman (the
"Company") entered into a Share Purchase Agreement (the
"Share Purchase Agreement") with all of the shareholders
(the "Shareholders") of SUMCO INC., an Indiana
corporation ("Sumco"), pursuant to which, and at a
closing occurring simultaneously therewith (the
"Closing"), the Company purchased and the Shareholders
sold all of the outstanding shares of capital stock of
Sumco (the "Shares"). Copies of the Share Purchase
Agreement and the press release announcing the purchase
of the Shares is attached as Exhibit 10.1 and Exhibit
10.2 respectively, and each is incorporated herein by
reference in its entirety. Pursuant to the Share
Purchase Agreement, and in consideration for the sale of
the Shares, the Company (i) delivered to the Shareholders
$24,200,000 (less certain transaction expenses) at the
Closing and (ii) delivered and placed into escrow
$800,000 at the Closing, for the purpose of satisfying
claims of the Company and to secure the indemnification
obligations of certain of the Shareholders, under the
Share Purchase Agreement. Pursuant to the Share Purchase
Agreement, the Company also agreed to pay the
Shareholders an additional contingent payment of $1
million in the event that Sumco's Operating Income Amount
(as defined in the Share Purchase Agreement) is equal to
or greater than $5 million. At the Closing, the Company
delivered and placed into escrow $1 million to secure
this obligation. Immediately prior to the Closing, the
Company, on behalf of and at the direction of Sumco,
repaid and discharged certain senior and subordinated
indebtedness of Sumco in the aggregate amount of
$3,921,459.69, Sumco executed and delivered to the
Company a Promissory Note in favor of the Company in the
principal amount of such indebtedness and Sumco caused
the collateral securing such indebtedness to be released.
(b) On September 28, 1994, the Company entered
into the following credit agreements: (i) a Revolving
Credit Agreement (the "New Long Term Revolving Credit
Agreement"), dated as of September 28, 1994, among the
Company, the lenders named therein, The Bank of Nova
Scotia ("Scotiabank"), Chemical Bank ("Chemical") and The
Bank of New York ("BNY"), as co-agents, and Scotiabank,
as administrative agent, which provides the Company with,
upon the terms and conditions set forth therein, a three-
year unsecured $161,250,000 revolving loan facility of
which up to $30,000,000 may be used for the issuance of
letters of credit and (ii) a Short Term Revolving Credit
Agreement, dated as of September 28, 1994, (the "New
Short Term Revolving Credit Agreement", and, together
with the New Long Term Revolving Credit Agreement, the
"New Credit Agreements") among the Company, the lenders
named therein, Scotiabank, Chemical and BNY, as co-
agents, and Scotiabank, as administrative agent, which
provides the Company with, upon the terms and conditions
set forth therein, a 364-day unsecured $53,750,000
revolving loan facility. In connection with the
execution of the New Credit Agreements, the Company
terminated its $161,250,000 revolving credit agreement,
dated as of March 16, 1992, and its $53,750,000 short
term revolving credit agreement, dated as of March 16,
1992. The New Credit Agreements are attached hereto as
Exhibits 10.3 and 10.4 and each is incorporated herein by
reference in its entirety.
(c) On September 28, 1994, the Company entered
into the following consignment agreements: (i) a Fee
Consignment Agreement, dated as of September 28, 1994
(the "Long Term Consignment Agreement"), by and between
the Company, as consignee, and Scotiabank, as consignor,
which provides for the consignment from time to time by
Scotiabank to the Company, upon the terms and conditions
set forth therein, of up to 110,000 troy ounces of gold
and 11,250,000 troy ounces of silver at any time
outstanding on consignment thereunder not to exceed
$52,250,000 for troy ounces of gold and $73,125,000 for
troy ounces of silver, and (ii) a Short Term Fee
Consignment Agreement, dated as of September 28, 1994
(the "Short Term Consignment Agreement", and, together
with the Long Term Consignment Agreement, the
"Consignment Agreements"), by and between the Company, as
consignee, and Scotiabank, as consignor, which provides
for the consignment, from time to time, by Scotiabank to
the Company, upon the terms and conditions set forth
therein, of up to 110,000 troy ounces of gold and
11,250,000 troy ounces of silver at any time outstanding
on consignment thereunder not to exceed $52,250,000 for
troy ounces of gold and $73,125,000 for troy ounces of
silver. The Long Term Consignment Agreement has a term
of three years and the Short Term Consignment Agreement
has a term of 364 days. All gold and silver consigned to
the Company pursuant to the Consignment Agreements will
be located at the Company's plant at 1770 Kings Highway,
Fairfield, Connecticut or the Company's plant at 231
Ferris Avenue, East Providence, Rhode Island. For so
long as either of the Consignment Agreements remain in
effect, the only gold and silver that will be located at
such plants will be gold and silver owned by Scotiabank
and consigned to the Company pursuant to the Consignment
Agreements and gold and silver owned by the United States
government. The Consignment Agreements are attached
hereto as Exhibits 10.5 and 10.6 and each is incorporated
herein by reference in its entirety.
(d) In connection with the execution of the
Consignment Agreements, Scotiabank entered into a Dollar
Supply Agreement and a Short Term Dollar Supply
Agreement, each dated as of September 28, 1994
(collectively, the "Dollar Supply Agreements"), with the
financial institutions named therein, Scotiabank,
Chemical and BNY, as co-agents, and Scotiabank, as
administrative agent, in order to provide financing for
the gold and silver to be consigned by Scotiabank to the
Company pursuant to the Consignment Agreements. Pursuant
to the Consignment Agreements, the Company has agreed to
hold Scotiabank harmless from certain indemnities and
other obligations of Scotiabank under the Dollar Supply
Agreements. The Dollar Supply Agreements are attached
hereto as Exhibits 10.7 and 10.8 and each is incorporated
herein by reference in its entirety.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Share Purchase Agreement, dated
September 9, 1994, among the Company
and all of the Shareholders of Sumco Inc.
10.2 Press Release issued by the Company,
dated September 12, 1994.
10.3 Revolving Credit Agreement, dated as
of September 28, 1994, among the
Company, the lenders named therein,
Scotiabank, Chemical and BNY, as co-
agents and Scotiabank, as
administrative agent.
10.4 Short Term Revolving Credit
Agreement, dated as of September 28,
1994, among the Company, the lenders
named therein, Scotiabank, Chemical
and BNY, as co-agents, and
Scotiabank, as administrative agent.
10.5 Fee Consignment Agreement, dated as
of September 28, 1994, between the
Company, as consignee, and
Scotiabank, as consignor.
10.6 Short Term Fee Consignment
Agreement, dated as of September 28,
1994, between the Company, as
consignee, and Scotiabank, as
consignor.
10.7 Dollar Supply Agreement, dated as of
September 28, 1994, with the
financial institutions named
therein, Scotiabank, Chemical and
BNY, as co-agents, and Scotiabank,
as administrative agent.
10.8 Short Term Dollar Supply Agreement,
dated as of September 28, 1994, with
the financial institutions named
therein, Scotiabank, Chemical and
BNY, as co-agents, and Scotiabank,
as administrative agent.
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: October 12, 1994
HANDY & HARMAN
By: /s/ Paul E. Dixon
Name: Paul E. Dixon
Title: Vice President and
General Counsel
EXHIBIT INDEX
Exhibit No. Description Page No.
10.1 Share Purchase Agreement, dated
September 9, 1994, among the Company
and all of the Shareholders.
10.2 Press Release issued by the Company,
dated September 12, 1994.
10.3 Revolving Credit Agreement, dated as
of September 28, 1994 among the
Company, the lenders named therein,
Scotiabank, Chemical and BNY, as co-
agents and Scotiabank, as
administrative agent.
10.4 Short Term Revolving Credit
Agreement, dated as of September 28,
1994, among the Company, the lenders
named therein, Scotiabank, Chemical
and BNY, as co-agents, and
Scotiabank, as administrative agent.
10.5 Fee Consignment Agreement, dated as
of September 28, 1994, between the
Company, as consignee, and
Scotiabank, as consignor.
10.6 Short Term Fee Consignment Agreement,
dated as of September 28, 1994,
between the Company, as consignee,
and Scotiabank, as consignor.
10.7 Dollar Supply Agreement, dated as of
September 28, 1994, with the
financial institutions named therein,
Scotiabank, Chemical and BNY, as co-
agents, and Scotiabank, as
administrative agent.
10.8 Short Term Dollar Supply Agreement,
dated as of September 28, 1994, with
the financial institutions named
therein, Scotiabank, Chemical and
BNY, as co-agents, and Scotiabank, as
administrative agent.