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
March 1, 1998
________________________________________________
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 (IRS Employer
of Incorporation) Number) Identification No.)
250 Park Avenue
New York, New York 10177
___________________________________________________
(Address of Principal Executive Offices and Zip Code)
(212) 661-2400
___________________________________________________
(Registrant's Telephone Number, Including Area Code)
N/A
________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 1, 1998, Handy & Harman, a New York corporation (the
"Company"), entered into an Agreement and Plan of Merger, dated as of March
1, 1998 (the "Merger Agreement") with WHX Corporation, a Delaware
corporation ("WHX"), and HN Acquisition Corp., a New York corporation and
wholly-owned subsidiary of WHX (the "Purchaser").
The Merger Agreement provides, among other things, for the acquisition
by WHX of all of the outstanding shares of the Company's common stock, par
value $1.00 per share (together with the related common stock purchase
rights issued pursuant to the Rights Agreement (the "Rights Agreement"),
dated as of January 26, 1989, as amended as of April 25, 1996, October 22,
1996 and March 1, 1998, the "Shares"), through (a) a tender offer (the
"Offer") for all Shares at a price of $35.25 per share, net to the seller
in cash (the "Offer Price"), and (b) a second-step merger pursuant to which
the Purchaser will merge with and into the Company, with the Company as the
surviving corporation in the merger (the "Merger"), and all outstanding
Shares (other than Shares owned by the Company, WHX or any wholly-owned
subsidiary of WHX and other than Shares held by any dissenting
shareholders) will be converted into the right to receive the Offer Price
in cash.
The Offer is conditioned upon, among other things, there being validly
tendered prior to the expiration date of the Offer and not withdrawn a
number of Shares which, together with any Shares owned by WHX or the
Purchaser, represents at least a majority of the Shares outstanding on a
fully diluted basis. The conditions to the Offer are set forth in Annex A
to the Merger Agreement. The Merger is subject to various closing
conditions, including, without limitation, the receipt of any required
shareholder approval and WHX purchasing Shares pursuant to the Offer.
In connection with the execution of the Merger Agreement, effective as
of March 1, 1998, the Company and the Rights Agent entered into an
amendment to the Rights Agreement to make it inapplicable to the Offer, the
Merger and the other transactions contemplated by the Merger Agreement.
The Merger Agreement, the joint press release issued by the Company
and WHX in connection therewith and the amendment to the Rights Agreement
are filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively, and are
incorporated herein by reference. The description of the Merger Agreement
set forth herein does not purport to be complete and is qualified in its
entirety by the provisions of the Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
99.1 Agreement and Plan of Merger, dated as of March 1, 1998, by
and among WHX Corporation, HN Acquisition Corp. and Handy &
Harman.
99.2 Joint Press Release issued by Handy & Harman and WHX
Corporation on March 2, 1998.
99.3 Amendment, dated as of March 1, 1998, to Rights Agreement
dated as of January 26, 1989, as amended as of April 25,
1996 and October 22, 1996.
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.
Date: March 3, 1998
HANDY & HARMAN
By: /s/ Paul E. Dixon
___________________________
Paul E. Dixon
Senior Vice President, General Counsel and
Secretary
Exhibit Index
Exhibit Description
99.1 Agreement and Plan of Merger, dated as of March 1, 1998, by and
among WHX Corporation, HN Acquisition Corp. and Handy & Harman.
99.2 Joint Press Release issued by Handy & Harman and WHX Corporation
on March 2, 1998.
99.3 Amendment, dated as of March 1, 1998, to Rights Agreement dated
as of January 26, 1989, as amended as of April 25, 1996 and
October 22, 1996.