OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES
OF
COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK RIGHTS)
OF
HANDY & ▇▇▇▇▇▇
AT
$35.25 NET PER SHARE
BY
HN ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, APRIL 2, 1998,
UNLESS THE OFFER IS EXTENDED.
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March 6, 1998
To Our Clients:
Enclosed for your consideration is an offer to purchase, dated March 6,
1998 (the "offer to purchase") and the related letter of transmittal (which, as
amended from time to time, together constitute the "Offer") in connection with
the offer by HN Acquisition Corp., a New York Corporation ("Purchaser") and a
wholly owned subsidiary of whx corporation, a Delaware corporation ("parent"),
to purchase all of the outstanding shares of Common Stock, par value $1.00 per
share (the "Shares") of Handy & ▇▇▇▇▇▇, a New York corporation (the "Company"),
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,
October 22, 1996 and March 1, 1998, between the company and Chasemellon
Shareholder Services LLC, as rights agent, at a price of $35.25 per share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the offer.
The material is being sent to you as the beneficial owner of shares
held by us for your account but not registered in your name. we are the holder
of record of shares held by us for your account. A tender of such shares can be
made only by us as the holder of record and pursuant to your instructions. The
letter of transmittal is furnished to you for your information only and cannot
be used by you to tender shares held by us for your account.
We request instructions as to whether you wish to have us tender on
your behalf any or all of the shares held by us for your account, upon the terms
and subject to the conditions set forth in the offer.
Your attention is invited to the following:
1. The offer price is $35.25 per share, net to the seller in cash,
without interest thereon.
2. The offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Thursday, April 2, 1998, unless the offer is
extended.
3. The offer is being made for all of the outstanding shares.
4. The offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the expiration of the
offer that number of shares which, together with the shares then
owned by the parent, the purchaser, or their affiliates, would
represent at least a majority of all outstanding shares on a fully
diluted basis on the date of purchase.
5. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in instruction 6 of the
letter of transmittal, stock transfer taxes on the purchase of
shares by the purchaser pursuant to the offer. however, federal
income tax backup withholding at a rate of 31% may be required,
unless an exemption is provided or unless the required taxpayer
identification information is provided. See instruction 9 of the
Letter of Transmittal.
The offer is made solely by the offer to purchase and the related
letter of transmittal and is being made to all holders of shares. The purchaser
is not aware of any state where the making of the offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
purchaser becomes aware of any valid state statute prohibiting the making of the
offer or the acceptance of shares pursuant thereto, the purchaser will make a
good faith effort to comply with such state statute. if, after such good faith
effort, the purchaser cannot comply with such state statute, the offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the offer to be made by a licensed broker or dealer, the
offer shall be deemed to be made on behalf of purchaser by the dealer manager or
one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
If you wish to have us tender any or all of your shares, please so
instruct us by completing, executing and returning to us the instruction form
contained in this letter. an envelope in which to return your instructions to us
is enclosed. if you authorize the tender of your shares, all such shares will be
tendered unless otherwise specified on the instruction form set forth in this
letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
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INSTRUCTIONS WITH RESPECT TO THE OFFER
TO PURCHASE FOR CASH ALL OF THE OUTSTANDING
SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
HANDY & ▇▇▇▇▇▇
The undersigned acknowledge(s) receipt of your letter, the enclosed
Offer to Purchase, dated March 6, 1998, and the related Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer"), in
connection with the offer by HN Acquisition Corp., a New York corporation
("Purchaser") and a wholly owned subsidiary of WHX Corporation, a Delaware
corporation, to purchase all of the outstanding shares of common stock, par
value $1.00 per share (the "Shares") of Handy & ▇▇▇▇▇▇, a New York corporation,
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,
October 22, 1996 and March 1, 1998, between the Company and ChaseMellon
Shareholder Services LLC, as Rights Agent, at a price of $35.25 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer.
This will instruct you to tender to Purchaser the number of Shares
indicated below (or, if no number is indicated in either appropriate space
below, all Shares) held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Offer.
NUMBER OF SHARES TO BE TENDERED:*
________________Shares SIGN HERE
Account Number:_______________ __________________________________
__________________________________
Dated: _____________, 1998 Signature(s)
__________________________________
__________________________________
Please Type or Print Name(s)
__________________________________
__________________________________
Please Type or Print
Address(es) Here
__________________________________
Area Code and Telephone Number
__________________________________
Taxpayer Identification or
Social Security Number(s)
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* Unless otherwise indicated, it will be assumed that all Shares held by
us for your account are to be tendered.
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