SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HANDY & HARMAN
(Exact name of registrant as specified in its charter)
New York 13-5129420
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
250 Park Avenue, New York, New York 10177
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction A(c)(1) simultaneously with the
please check the following effectiveness of a concurrent
box. ( ) registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following
box. ( )
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is hereby made to the (i) Form 8-A of Handy &
Harman (the "Registrant") filed with the Securities and Exchange
Commission (the "Commission") on February 3, 1989 and (ii) the
Form 8-A/A of the Registrant filed with the Commission on May 21,
1996 and such Forms are hereby incorporated by reference herein.
The Registrant executed an Amendment, dated as of
October 22, 1996, (the "Amendment"), to the Rights Agreement,
dated as of January 26, 1989, between the Registrant and
ChaseMellon Shareholder Services, L.L.C. (formerly known as
Morgan Shareholder Services Trust Company), as Rights Agent, (as
amended as of April 25, 1996, the "Rights Agreement") in order to
amend the definition of "Acquiring Person" set forth in the
Rights Agreement to provide for an exception for certain persons
who become beneficial owners of 20% or more of the Common Stock
of the Registrant as a result of a reduction in the number of
outstanding shares of Common Stock of the Registrant due to the
repurchase of shares of Common Stock by the Registrant; provided,
that if any such person purchases additional shares of Common
Stock representing one-half of one percent or more of the
outstanding shares of Common Stock, such person will be deemed to
be an "Acquiring Person".
A copy of the Amendment is attached hereto as Exhibit 1
and is incorporated herein by reference. The foregoing
discussion does not purport to be complete and is qualified in
its entirety by reference to such Exhibit.
ITEM 2. EXHIBITS.
1. Amendment, dated as of October 22, 1996, to the
Rights Agreement, dated as of January 26, 1989 and
as amended as of April 25, 1996, by and between
Handy & Harman and ChaseMellon Shareholder
Services, L.L.C. (formerly known as Morgan
Shareholder Services Trust Company), as Rights
Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this amendment to the registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
HANDY & HARMAN
By: /s/ Paul E. Dixon
Paul E. Dixon
Vice President, General
Counsel and Secretary
Dated: October 24, 1996
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
1 Amendment, dated as of October 22, 1996, to
the Rights Agreement, dated as of January 26,
1989 and as amended as of April 25, 1996, by
and between Handy & Harman and ChaseMellon
Shareholder Services, L.L.C. (formerly known
as Morgan Shareholder Services Trust
Company), as Rights Agent.