13D Filing: Steel Partners and Handy & Harman Ltd. (HNH)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 33)¹

Handy & Harman Ltd.

(Name
of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

410315105

(CUSIP Number)

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

June 26, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

The following constitutes
Amendment No. 33 to the Schedule 13D filed by the undersigned (“Amendment No. 33”). This Amendment No. 33 amends the
Schedule 13D as specifically set forth herein.

Item 3 is hereby
amended and restated to read as follows:

The aggregate purchase
price of 7,131,185 Shares owned directly by SPHG Holdings is approximately $86,219,904, including brokerage commissions. Such Shares
were acquired with funds of SPHG Holdings and an affiliated entity that initially purchased a portion of the Shares prior to being
contributed to SPHG Holdings. The remaining 1,429,407 Shares owned directly by SPHG Holdings were received by SPHG Holdings in
exchange for all its shares of common stock of JPS Industries, Inc.

Mr. Lichtenstein beneficially
owns 298,624 Shares awarded to him in his capacity as Chairman of the Issuer.

The aggregate purchase
price of the 57,642 Shares owned directly by EMH is approximately $184,280, including brokerage commissions. The Shares owned directly
by EMH were acquired with the working capital of EMH.

Mr. Howard beneficially
owns 191,305 Shares awarded to him in his capacity as a director of the Issuer.

Mr. Woodworth beneficially
owns 2,429 unvested restricted Shares and an additional 2,958 Shares awarded to him in his capacity as an officer of the Issuer.

Set forth on Schedule
B annexed to Amendment No. 26 to the Schedule 13D (“Schedule B”) is the aggregate purchase price of the
Shares beneficially owned, if any, by each of the persons, who are not Reporting Persons, set forth on Schedule A annexed
to Amendment No. 32 to the Schedule 13D (“Schedule A”).

Item 4 is hereby
amended to add the following:

On June 26, 2017,
Steel Holdings entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Handy Acquisition Co., a
wholly owned subsidiary of Steel Holdings (“Merger Sub”), and the Issuer pursuant to which, among other things, Steel
Holdings and Merger Sub will make a tender offer (the “Offer”) to purchase any and all of the outstanding Shares of
the Issuer not already owned by Steel Holdings or any entity that is an affiliate of Steel Holdings, for 1.484 6.0% Series A preferred
units, no par value (the “Parent Preferred Units”), of Steel Holdings for each Share (the “Offer Price”).

Pursuant to the
Merger Agreement, Steel Holdings and Merger Sub have agreed to commence the Offer no later than 20 business days after the date
of the Merger Agreement. Merger Sub’s obligation to accept for payment and Steel Holdings’ obligation to pay for Shares
pursuant to the Offer is subject to various conditions, including (a) a nonwaivable condition that there be validly tendered and
not withdrawn prior to the expiration of the Offer that number of Shares that, when added to the Shares already owned by Steel
Holdings and its subsidiaries, would represent at least a majority of all then outstanding Shares, (b) a nonwaivable condition
that there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares that would represent
at least a majority of all then outstanding Shares not owned by Steel Holdings or any of its affiliates, (c) the Parent Preferred
Units issuable in the Offer and the Merger (as defined below) have been authorized for listing on the New York Stock Exchange,
(d) Shares held by stockholders that have properly exercised appraisal rights under Delaware law do not exceed ten percent (10%)
of the Shares outstanding immediately prior to the expiration of the Offer, and (e) other customary conditions. There is no financing
condition to the obligations to consummate the Offer.

The Merger Agreement
further provides that upon the terms and subject to the conditions set forth therein, following completion of the Offer, Merger
Sub will merge with and into the Issuer, with the Issuer continuing as the surviving corporation and as an indirect wholly owned
subsidiary of Steel Holdings (the “Merger”). In the Merger, each outstanding Share (other than Shares held by the Issuer
or any of its subsidiaries, Steel Holdings, Merger Sub or any other subsidiary of Steel Holdings, or held by stockholders who are
entitled to demand, and who properly demand, appraisal rights under Delaware law), will be converted into the right to receive
the Offer Price, without interest. The Merger is subject to the following closing conditions: (i) Merger Sub having accepted for
payment all Shares validly tendered and not withdrawn in the Offer and (ii) there being in effect no law or order which makes the
Merger illegal or otherwise prohibits the consummation of the Merger.

The Merger Agreement
includes customary representations, warranties and covenants of the Issuer, Steel Holdings and Merger Sub, including, among other
things, a covenant of the Issuer not to solicit alternative transactions or to provide information or enter into discussions in
connection with alternative transactions, subject to certain exceptions to allow the board of directors of the Issuer to exercise
its fiduciary duties. The Merger Agreement may be terminated under certain circumstances, including in connection with superior
proposals as set forth therein. If the Issuer terminates the Merger Agreement to enter into an agreement for a superior proposal
and in other specified circumstances, the Issuer would be required to pay Steel Holdings a $3,800,000 termination fee and its transaction
expenses up to $1,000,000.

The foregoing summary
of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Merger Agreement, a copy of which is referenced as Exhibit 99.1 hereto and is incorporated
herein by reference.

Additional Information
and Where to Find It

The Offer described
above has not yet commenced. This Schedule 13D is neither an offer to purchase or exchange nor a solicitation of an offer to sell
or exchange any Shares of the Issuer, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. At the time
the Offer is commenced, Steel Holdings will file a tender offer statement on Schedule TO and a Registration Statement on Form S-4,
containing a prospectus/offer to exchange, a form of letter of transmittal and other related Offer documents with the SEC. In addition,
the Issuer will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Steel Holdings and the Issuer may
also file other documents with the SEC regarding the transaction. Stockholders will be able to obtain the Schedule TO, the Registration
Statement on Form S-4, the prospectus/offer to exchange, and the Solicitation/Recommendation Statement of the Issuer on Schedule
14D-9, as each may be amended or supplemented from time to time, and related materials with respect to the Offer free of charge
at the website of the SEC at www.sec.gov, and from any information agent named in the Offer materials. Stockholders may also obtain,
at no charge, any such documents filed with or furnished to the SEC by Steel Holdings under the “Investors Relations”
section of Steel Holdings’ website at www.steelpartners.com. STOCKHOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING
ANY SOLICITATION/RECOMMENDATION STATEMENT OF THE ISSUER ON SCHEDULE 14D-9 AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS
RELATING TO THE OFFER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, PRIOR TO MAKING
ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
THE TERMS AND CONDITIONS OF THE OFFER.

Item 5(a) is hereby
amended and restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 12,221,431 Shares outstanding, which is
the total number of Shares outstanding as of May 1, 2017 based on the Form 10-Q filed by the Issuer on May 2, 2017.

As of the close
of business on the date hereof, SPHG Holdings owned directly 8,560,592 Shares, constituting approximately 70.0% of the Shares outstanding.
By virtue of their relationships with SPHG Holdings discussed in further detail in Item 2, each of Steel Holdings, SPHG and Steel
Holdings GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings.

As of the close
of business on the date hereof, Warren G. Lichtenstein owned directly 298,624 Shares, constituting approximately 2.4% of the Shares
outstanding.

As of the close
of business on the date hereof, EMH owned directly 57,642 Shares, constituting less than 1% of the Shares outstanding. By virtue
of his relationship with EMH discussed in further detail in Item 2, Jack L. Howard may be deemed to beneficially own the Shares
owned by EMH.

As of the close
of business on the date hereof, Jack L. Howard owned directly 191,305 Shares, which, together with the 57,642 Shares owned directly
by EMH that Mr. Howard may also be deemed to beneficially own, constitute approximately 2.0% of the Shares outstanding.

As of the close
of business on the date hereof, Douglas B. Woodworth owned directly 2,958 Shares and beneficially owned an additional 2,429 unvested
restricted Shares, which in the aggregate constitute less than 1% of the Shares outstanding.

Item 6 is hereby
amended to add the following:

Reference is made
to the Merger Agreement described in Item 4.

Item 7 is hereby
amended to add the following exhibit:

SIGNATURES

After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.