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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
Handy & Harman
(Name of Subject Company)
Handy & Harman
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
410306104
(CUSIP Number of Class of Securities)
Paul E. Dixon, Esq.
Vice President, General
Counsel and Secretary
Handy & Harman
250 Park Avenue
New York, New York 10177
(212) 661-2400
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement).
With a Copy to:
Milton G. Strom, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022-3897
(212) 735-3000
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This Amendment supplements and amends as Amendment No. 1 the
Solicita tion/Recommendation Statement on Schedule 14D-9, originally
filed on December 24, 1997 (the "Schedule 14D-9"), by Handy & Harman, a
New York corporation ("Handy & Harman"), relating to the tender offer by
HN Acquisition Corp., a New York corporation (the "Purchaser") and a
wholly owned subsidiary of WHX Corporation, a Delaware corporation
("Parent"), disclosed in a Tender Offer Statement on Schedule 14D-1,
dated December 16, 1997, to purchase any and all outstanding shares of
common stock, par value $1.00 per share (the "Shares"), of Handy &
Harman, including the associated Common Stock Purchase Rights issued
pursuant to the Rights Agreement, dated as of January 26, 1989, as
amended on April 25, 1996 and October 22, 1996 (as so amended, the
"Rights Agreement"), of Handy & Harman at a price of $30.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated December 16, 1997, and the related
Letter of Transmittal. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On December 24, 1997, Handy & Harman distributed the following
letter to its employees:
HANDY & HARMAN
ANNOUNCEMENT
To our employees:
As you are undoubtedly aware, on December 16, 1997 WHX
Corporation announced that its wholly owned subsidiary, HN Acquisition
Corporation, commenced an unsolicited tender offer for any and all
outstanding shares of common stock of Handy & Harman at $30 per share in
cash.
At a meeting of the Board of Directors on December 23, 1997,
the Board reviewed the WHX offer and its terms and conditions with Handy
& Harman management, along with guidance from its legal and financial
advisors.
After careful consideration, your Board of Directors has
unanimously determined that WHX's offer is inadequate, is not in the best
interests of Handy & Harman and its shareholders and does not adequately
reflect the future prospects of the Company.
Accordingly, the Board of Directors recommends that the
Company's shareholders reject the WHX offer and not tender their shares
pursuant to the offer.
The Board and management of Handy & Harman extend to all of
you and your families the warmest of seasons greetings along with our
best wishes for a happy and healthy 1998. And, most of all, many thanks
for your commitment and loyalty to the Company.
Sincerely,
/s/ Richard N. Daniel
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Richard N. Daniel
Chairman and CEO
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: December 29, 1997 HANDY & HARMAN
By: /s/ Paul E. Dixon
Paul E. Dixon
Vice President, General Counsel
and Secretary