EXHIBIT 99.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
WHX CORPORATION
Under Section 242 of the General Corporation Law
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It is hereby certified that:
1. The name of the corporation is WHX Corporation (the
"Company").
2. The Certificate of Incorporation of the Company (the
"Certificate of Incorporation") is hereby amended in accordance with the
following resolutions:
RESOLVED, that Article SEVENTH of the Certificate of
Incorporation is hereby amended and restated in its entirety to read
as follows:
"SEVENTH: In furtherance of and not in limitation
of the powers conferred by law, the Board of Directors
is expressly authorized to adopt, alter, amend and
repeal the By-Laws of the Corporation, subject to the
power of the holders of the capital stock of the
Corporation to alter, amend or repeal the By-Laws.
Until June 30, 2001, no adoption, alteration, amendment
or repeal of a By-Law by action of stockholders shall
be effective unless approved by the affirmative vote of
the holders of not less than 66-2/3% of the voting
power of all outstanding shares of Common Stock of the
Corporation and all other outstanding shares of stock
of the Corporation entitled to vote on such matter,
with such outstanding shares of Common Stock and other
stock considered for this purpose as a single class.
Any vote of stockholders required by this Article
SEVENTH shall be in addition to any other vote of
stockholders that may be required by law, this
Certificate of Incorporation, the By-Laws of the
Corporation, any agreement with a national securities
exchange or otherwise."
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RESOLVED, that Article EIGHTH of the Certificate of
Incorporation is hereby amended and restated in its entirety to read
as follows:
"EIGHTH: Subject to the rights of the holders of
any class of Preferred Stock, until June 30, 2001, no
action of stockholders of the Corporation required or
permitted to be taken at any annual or special meeting
of stockholders of the Corporation may be taken without
a meeting of stockholders, without prior written notice
and without a vote, and the power of stockholders of
the Corporation to consent in writing to the taking of
any action without a meeting is specifically denied.
After June 30, 2001, the power of the stockholders to
act by written consent without a meeting, without prior
notice and without a vote shall be as provided by the
Delaware GCL. Notwithstanding the foregoing provisions
of this paragraph, the holders of any series of
Preferred Stock of the Corporation shall be entitled to
take action as a separate class by written consent to
such extent, if any, as may be provided in the terms of
such series. Subject to the rights of the holders of
any class of Preferred Stock, until June 30, 2001, a
special meeting of the stockholders may be called only
by the Chairman of the Board or by the Board of
Directors pursuant to a resolution adopted by a
majority of the Whole Board and the Stockholders shall
have no power to cause the Chairman of the Board or the
Board of Directors to call a special meeting of
stockholders. After June 30, 2001, a special meeting of
stockholders may be called by the Chairman of the
Board, by the Board of Directors pursuant to a
resolution adopted by the Whole Board or by the
Secretary at the direction of a majority of the voting
power of all of the then outstanding shares of Voting
Stock, voting together as a single class."
RESOLVED, that a new Article FOURTEENTH is hereby added to
the Certificate of Incorporation and shall read as follows:
"FOURTEENTH: Until June 30, 2001 and subject to
the provisions of Article THIRTEENTH, Article SEVENTH,
Article EIGHTH and this Article FOURTEENTH shall not be
amended, modified or repealed, and no provision
inconsistent with any such provision shall become part
of this Certificate of Incorporation, unless such
matter is approved by the affirmative vote of the
holders of not less than 66-2/3% of the voting power of
all outstanding shares of Common Stock of the
Corporation and all other outstanding shares of stock
of the Corporation entitled to vote on such matter,
with such outstanding shares of Common Stock and other
stock considered for this purpose as a single class.
Any vote of stockholders required by this Article
FOURTEENTH shall be in addition to any other vote of
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the stockholders that may be required by law, this
Certificate of Incorporation, the By-Laws of the
Corporation, any agreement with a national securities
exchange or otherwise."
3. This Amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Sections
103 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, we have hereunto set our hands this 10th day
of November, 1999.
WHX CORPORATION
/s/ Ronald LaBow
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By: Ronald LaBow
Title: Chairman of the Board
ATTEST:
/s/ Marvin L. Olshan
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By: Marvin L. Olshan
Title: Secretary
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