SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 1999
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WHX Corporation
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(Exact name of registrant as specified in its charter)
Delaware 13-3768097
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
110 East 59th Street, New York, New York 10022
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Address of principal executive offices
Registrant's telephone number, including area code: (212) 355-5200
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(Former name or former address, if changed since last report.)
Item 5. OTHER EVENTS.
At a Special Meeting of Stockholders of WHX Corporation (the
"Company") held on November 8, 1999, the following proposals to amend, until
June 30, 2001, the Company's Certificate of Incorporation and By-Laws were
approved by a majority of the Company's stockholders: (i) to eliminate the right
of stockholders to call a special meeting of stockholders and to permit only the
Chairman of the Board or the Board of Directors to call special meetings of
Stockholders; (ii) to eliminate stockholder action by written consent; and (iii)
to require an affirmative vote of 66-2/3% of the voting power of the then
outstanding shares of any class or series of capital stock of the Company
entitled to vote generally in the election of directors in order (a) to amend,
repeal or adopt provisions inconsistent with any of the adopted amendments to
the Company's Certificate of Incorporation approved at the special meeting and
(b) for the stockholders to amend or repeal any provision of the ByLaws. The
Company has filed an Amendment to its Certificate of Incorporation with the
Secretary of State of Delaware and has restated and amended its By-Laws to
reflect the amendments adopted at the Special Meeting.
For additional information concerning the amendments to the
Registrant's Certificate of Incorporation and By-Laws, reference is made to the
Certificate of Amendment and the Amended and Restated By-Laws which are
incorporated herein by reference and are attached hereto as exhibits 99.1 and
99.2, respectively.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Certificate of Amendment to Certificate of Incorporation
filed with the Delaware Secretary of State on November 10,
1999.
99.2 Amended and Restated By-Laws of the Company
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
WHX Corporation
Dated: November 11, 1999 By: /s/ Ronald LaBow
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Name: Ronald LaBow
Title: Chairman of the Board
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