OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES
OF
COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
HANDY & XXXXXX
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 Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been engaged by HN Acquisition Corp., a New York corporation
(the "Purchaser") and a wholly owned subsidiary of WHX Corporation, a Delaware
corporation (the "Parent") to act as [Dealer Manager] in connection with the
Purchaser's offer to purchase all of the outstanding shares of Common Stock, par
value $1.00 per share, of Handy & Xxxxxx, 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 (the "Offer Price"),
upon the terms and subject to the conditions set forth in the 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") enclosed herewith.
For your information and for forwarding to your clients for whom you
hold Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following documents:
1. Offer to Purchase, dated March 6, 1998;
2. Letter of Transmittal to be used by holders of shares in
accepting the Offer. Facsimile copies of the Letter of
Transmittal may be used to accept the Offer;
3. Notice of Guaranteed Delivery to be used to accept the Offer
if the certificates evidencing such Shares are not immediately
available or time will not permit all required documents to
reach the Depositary prior to the Expiration Date or the
procedure for book-entry transfer cannot be completed on a
timely basis;
4. Letter to shareholders of the Company from the Chairman and
Chief Executive Officer of the Company accompanied by a
Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission by the Company;
5. A letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your
nominees, with space provided for obtaining such clients'
instructions with regard to the Offer;
6. Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9; and
7. Return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS
AS PROMPTLY AS POSSIBLE. 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.
The Board of Directors of the Company has unanimously (with one
director absent) approved the Offer and the Merger (as defined below) and
determined that the terms of the Offer and the Merger are fair to, and in the
best interests of, the shareholders of the Company and recommends that
shareholders of the Company accept the Offer and tender their Shares.
The Offer is being made pursuant to the Agreement and Plan of Merger
dated as of March 1, 1998 (the "Merger Agreement"), by and among the Parent, the
Purchaser and the Company pursuant to which, following the consummation of the
Offer and the satisfaction or waiver of certain conditions, the Purchaser will
be merged with and into the Company, with the Company surviving the merger as a
wholly owned subsidiary of the Parent (the "Merger"). In the Merger, each
outstanding Share (other than Shares owned by the Parent, or any subsidiary of
the Parent (including the Purchaser) or Shares held by shareholders exercising
approval rights) will be converted into the right to receive $35.25 per Share,
without interest, as set forth in the Merger Agreement and as described in the
Offer to Purchase.
Payment for Shares accepted for payment pursuant to the Offer will in
all cases be made only after timely receipt by the Depositary of (a)
certificates for (or a timely Book-Entry Confirmation (as defined in the Offer
to Purchase) with respect to) such Shares, (b) a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer effected pursuant
to the procedure set forth in Section 2 of the Offer to Purchase, an Agent's
Message (as defined in the Offer to Purchase), and (c) any other documents
required by the Letter of Transmittal. Accordingly, tendering stockholders may
be paid at different times depending upon when certificates for Shares or
Book-Entry Confirmations with respect to Shares are actually received by the
Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE
OF THE SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE
OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
Neither the Purchaser nor the Company will pay any fees or commissions
to any broker or dealer or other person (other than the Dealer Manager and the
Information Agent as described in the Offer to Purchase) in connection with the
solicitation of tenders of Shares pursuant to the Offer. You will be reimbursed
upon request for customary mailing and handling expenses incurred by you in
forwarding the enclosed offering material to your customers.
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Questions and requests for additional copies of the enclosed material
may be directed to the Information Agent or to the Dealer Manager at their
respective addresses and telephone numbers set forth on the back cover of the
enclosed Offer to Purchase.
Very truly yours,
[DEALER MANAGER]
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF PARENT, PURCHASER, THE DEPOSITARY, THE DEALER
MANAGER OR THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
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