SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 6 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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.
Senior 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
This Amendment supplements and amends as Amendment No. 6
the Solicitation/Recommendation Statement on Schedule 14D-9,
originally filed on December 24, 1997 (as amended, the "Schedule 14D-9"),
by Handy & Harman, a New York corporation ("Handy & Harman"), relating to
the tender offer (the "WHX Offer") by HN Acquisition Corp., a New York
corporation (the "Purchaser") and wholly owned subsidiary of WHX
Corporation, a Delaware corporation ("Parent"), disclosed in a Tender
Offer Statement on Schedule 14D-1, dated December 16, 1997, as amended,
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.
Item 8 of the Schedule 14D-9 is hereby amended to add the
following:
Handy & Harman is distributing a letter to its shareholders, dated
January 15, 1998, with respect to the WHX Offer. A copy of the letter to
shareholders is also contained in a press release issued by Handy &
Harman on January 15, 1998. Copies of the letter to shareholders and the
text of the press release are filed as Exhibits 32 and 33 hereto,
respectively, and are incorporated by reference herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended to add the
following:
Exhibit
No. Description
------- -----------
32 Letter to Shareholders of Handy & Harman,
dated January 15, 1998.
33 Text of Press Release issued by Handy &
Harman, dated January 15, 1998.
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: January 15, 1998 HANDY & HARMAN
By: /s/ Paul E. Dixon
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Name: Paul E. Dixon
Title: Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
32 Letter to Shareholders of Handy & Harman,
dated January 15, 1998.
33 Text of Press Release issued by Handy &
Harman, dated January 15, 1998.