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. 34)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)

September 13, 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. 34 to the Schedule 13D filed by the undersigned (“Amendment No. 34”). This Amendment No. 34 amends the
Schedule 13D as specifically set forth herein.

Item 4 is hereby
amended to add the following:

As previously disclosed,
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 agreed to make an offer (the “Offer”) to exchange, for each outstanding Share of the
Issuer not already owned by Steel Holdings or any entity that is an affiliate of Steel Holdings, 1.484 6.0% Series A preferred
units, no par value, of Steel Holdings. On September 13, 2017, Steel Holdings and Merger Sub commenced the Offer. Unless extended
or terminated, the Offer will expire at 12:00 midnight, New York City time, at the end of October 11, 2017.

Additional Information
and Where to Find It

This Schedule 13D
is neither an offer to purchase or exchange nor a solicitation of an offer to sell or exchange 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. Steel Holdings has filed a tender offer statement on Schedule
TO, a prospectus/offer to exchange, a form of letter of transmittal and other related exchange offer documents with the SEC. In
addition, the Issuer has filed 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, including a transaction statement on Schedule 13E-3. The
Issuer’s stockholders are strongly advised to read the exchange offer materials carefully and in their entirety as they become
available, as they may be amended from time to time, because they will contain important information about such exchange offer
that the Issuer’s stockholders should consider prior to making any decisions with respect to such exchange offer. The
Issuer’s stockholders will be able to obtain a free copy of any such documents filed with the SEC at the website maintained
by the SEC at www.sec.gov. In addition, the Issuer’s stockholders will be able to obtain free copies of such materials by
contacting MacKenzie Partners, Inc., the information agent for the offer, by phone toll-free at (800) 322-2885 or by email at tenderoffer@mackenziepartners.com.

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.