SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 __________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 29, 1995 HANDY & HARMAN (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) New York 1-5365 13- 5129420 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 250 Park Avenue, New York, NY 10177 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code (212) 661-2400 N/A FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On December 29, 1995, Handy & Harman (the "Registrant") announced that its wholly-owned subsidiary, Handy & Harman Automotive Group, Inc.("HHAG"), in accordance with the terms of an Asset Purchase Agreement, dated as of December 7, 1995, by and among Echlin Inc. ("Echlin"), HHAG and the Registrant (the "Agreement"), had completed the sale of substantially all of the assets of the automotive division of HHAG to Preferred Technical Group, Inc., a subsidiary of Echlin, on December 29, 1995 for $65,000,000 in cash plus the assumption of certain liabilities, subject to certain post-closing adjustments pursuant to the Agreement. A copy of the press release pertaining to the foregoing announcement is attached hereto as Exhibit 99 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS. 99 Press Release issued by the Registrant on December 29, 1995. SIGNATURES 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. January 10, 1996 HANDY & HARMAN By: /s/ STEPHEN B. MUDD Name: Stephen B. Mudd Title: Vice President EXHIBIT INDEX Exhibit Description 99 Text of Press Release issued by the Registrant on December 29, 1995. EXHIBIT 99 FROM: ON BEHALF OF: Robert W. Bloch International Handy & Harman 30 East 60th Street Contact: New York, NY 10022 Stephen B. Mudd (212) 755-8047 Vice President and Treasurer (914) 925-4444 FOR IMMEDIATE RELEASE: HANDY & HARMAN ANNOUNCES COMPLETION OF THE SALE OF ITS AUTOMOTIVE SUBSIDIARY New York, NY - December 29, 1995 --- Handy & Harman today announced the completion of the sale, for $65 million in cash, of the net assets of its Automotive segment headquartered in Auburn Hills, Michigan. As previously announced, the transaction will generate a fourth quarter pre- tax gain in excess of $20 million. Commenting on the transaction, Richard N. Daniel, Chairman and Chief Executive Officer, said, "The sale will provide Handy & Harman with additional capital and debt capacity. This is one more step in our strategy of moving to higher value-added, technology-based businesses." Mr. Daniel further stated, "As a result of the financial flexibility provided by our precious metals inventories and the improvement of our balance sheet, we can execute the recently announced stock buy back plan while, at the same time, continue to refocus the Company's mission through growth and expansion opportunities." Handy & Harman is a diversified manufacturer providing engineered products, system components and precious metal fabrication and refining for industry worldwide. Founded in 1867, Handy & Harman is headquartered in New York. The shares of Handy & Harman are traded on the New York Stock Exchange with the ticker symbol: HNH ####