[HANDY & XXXXXX XXXXXXXXXX]
March 6, 1998
Dear Shareholder:
I am pleased to inform you that on March 1, 1998, Handy & Xxxxxx (the
'Company') entered into an Agreement and Plan of Merger (the 'Merger Agreement')
with WHX Corporation ('WHX') and HN Acquisition Corp., a wholly owned subsidiary
of WHX (the 'Purchaser'). Pursuant to the Merger Agreement, the Purchaser today
commenced a tender offer (the 'Offer') to purchase all outstanding shares of the
Company's common stock for $35.25 per share in cash. Under the Merger Agreement,
the tender offer will be followed by a merger (the 'Merger') of the Purchaser
with and into the Company and all shares of the Company's common stock not
purchased in the tender offer (other than shares held by WHX, the Purchaser or
the Company or shares held by dissenting shareholders) will be converted into
the right to receive $35.25 per share in cash.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY (WITH ONE DIRECTOR ABSENT) APPROVED
THE MERGER AGREEMENT, THE OFFER AND THE MERGER AND DETERMINED THAT THE OFFER AND
THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS
SHAREHOLDERS. ACCORDINGLY, THE BOARD RECOMMENDS THAT SHAREHOLDERS ACCEPT THE
OFFER AND TENDER THEIR SHARES IN THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors, including, among other things, the opinion
of Xxxxxxx, Xxxxx & Co., the Company's financial advisor, that as of March 1,
1998, the $35.25 per share in cash to be received by the Company's shareholders
(excluding WHX and its subsidiaries) pursuant to the Offer and the Merger was
fair from a financial point of view to such shareholders.
Attached is a copy of the Schedule 14D-9 filed by the Company with the
Securities and Exchange Commission. The Schedule 14D-9 describes the reasons for
your Board of Directors' recommendation, includes as an exhibit the full text of
the March 1, 1998 opinion of Xxxxxxx, Xxxxx & Co. and contains other important
information relating to the Offer. Also enclosed is the Offer to Purchase, dated
March 6, 1998, of the Purchaser, together with related materials, including a
Letter of Transmittal to be used for tendering your shares. These documents set
forth the terms and conditions of the Offer and provide instructions on how to
tender your shares. We urge you to read the Schedule 14D-9 and the enclosed
materials carefully.
Sincerely,
/s/ X. X. Xxxxxx
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X. X. Xxxxxx
Chairman and
Chief Executive Officer
