Handy & Harman Ltd. – ‘DEFS14A’ for 11/8/99

On:  Tuesday, 9/28/99   ·   For:  11/8/99   ·   Accession #:  921895-99-668   ·   File #:  1-02394

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Proxy Statement                                       29    102K 

Document Table of Contents

DEFS14A
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SCHEDULE 14A
(Rule 14a-101)

 INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 Proxy Statement Pursuant to Section 14(a)

Filed by the Registrant /x/                                                     

Filed by a Party other than the Registrant / /                                  

Check the appropriate box:                                                      

/ /      Preliminary Proxy Statement                                    
/ /      Confidential, for Use of the Commission Only (as permitted by  
Rule 14a-6(e)(2))                                     
/x/      Definitive Proxy Statement                                     
/ /      Definitive Additional Materials                                
/ /      Soliciting Material Pursuant to Section 240.14a-11(c) or       
Section 240.14a-12                                    

WHX CORPORATION 
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Persons(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                      

/X/      No fee required.                                               

/ /      Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 
and 0-11.                                             

(1)      Title of each class of securities to which transaction applies:

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(2)      Aggregate number of securities to which transaction applies:   

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    (3)      Per unit price or other  underlying  value of transaction  computed
pursuant to Exchange Act Rule 0-11:                   

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(4)      Proposed maximum aggregate value of transaction:               

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(5)      Total fee paid:                                                

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/ /      Fee paid previously with preliminary materials:                

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    / /      Check box if any part of the fee is offset as  provided by Exchange
Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting  fee was
paid previously.  Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.                             

(1)      Amount Previously Paid:                                        

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(2)      Form, Schedule or Registration Statement No.:                  

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(3)      Filing Party:                                                  

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(4)      Date Filed:                                                    

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 WHX Corporation
110 East 59th Street
New York, New York 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

To be held on November 8, 1999

To Our Stockholders:                                                            

                  We invite you to attend a special  meeting of  stockholders of
WHX  Corporation  (the  "Company") at the DuPont Hotel,  11th & Market  Streets,
Wilmington,  Delaware 19801 beginning at 11:00 a.m. on Monday, November 8, 1999.
At the special meeting you will consider and act on the following matters:      

         1.       To amend the  Certificate  of  Incorporation  and the By-Laws,
                  until June 30, 2001 (the "Termination Date"), 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;                               

         2.       To amend the  Certificate  of  Incorporation  and the By-Laws,
                  until the Termination Date, to eliminate stockholder action by
written consent;                            

         3.       To amend the Certificate of  Incorporation  to require,  until
                  the  Termination  Date, 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  Certificate  of   Incorporation
                  proposed  herein  and (b) for the  stockholders  to  amend  or
                  repeal  any   provision  of  the   By-Laws,   and  to  make  a
                  corresponding amendment to the By- Laws with respect to By-Law
amendments; and                             

         4.       To consider and transact  such other  business as may properly
               come before the special meeting or any adjournment thereof.

                  This booklet  contains a proxy  statement  with respect to the
special  meeting.  The proxy  statement  tells you more  about  the  agenda  and
procedures  for the special  meeting.  It also  describes  the  proposals  to be
considered at the special meeting.                                              

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                  Only  stockholders  of  record  at the  close of  business  on
September  20, 1999 are  entitled to attend and vote at the special  meeting and
any adjournments  thereof. Even if you only own a few shares, we want your stock
to be represented at the special meeting. I urge you to promptly complete, date,
sign and return your proxy card in the enclosed envelope.                       

                  We have also provided you with the exact place and time of the
meeting if you wish to attend in person.                                        

                Sincerely yours,

                MARVIN L. OLSHAN
         Secretary
Dated:   New York, New York                                                     
September 28, 1999                                            

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 WHX CORPORATION
110 East 59th Street
New York, New York 10022

PROXY STATEMENT 
 SPECIAL MEETING OF STOCKHOLDERS
November 8, 1999

 GENERAL INFORMATION

         This proxy statement contains  information related to a special meeting
of  stockholders  of WHX  Corporation  (the  "Company")  to be held  on  Monday,
November 8, 1999,  beginning at 11:00 a.m., at the DuPont  Hotel,  11th & Market
Streets, Wilmington, Delaware 19801, and at any                                 
postponements or adjournments thereof (the "Meeting").                          

 ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE MEETING?                                             

         The Meeting is being called for the stockholders to consider and act on
the following matters:                                                          

         1.       To amend the  Certificate  of  Incorporation  and the By-Laws,
                  until June 30, 2001 (the "Termination Date"), 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;                               

         2.       To amend the  Certificate  of  Incorporation  and the By-Laws,
                  until the Termination Date, to eliminate stockholder action by
written consent;                            

         3.       To amend the Certificate of  Incorporation  to require,  until
                  the  Termination  Date, 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  ("Voting  Stock") in
                  order (a) to amend,  repeal or adopt  provisions  inconsistent
                  with  any of the  adopted  amendments  to the  Certificate  of
                  Incorporation  proposed herein and (b) for the stockholders to
                  amend or repeal any  provision of the  By-Laws,  and to make a
                  corresponding  amendment to the By-Laws with respect to By-Law
amendments; and                             

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         4.       To consider and transact  such other  business as may properly
       come before the Meeting or any adjournment thereof.

WHO MAY VOTE                                                                    

         Stockholders  of the  Company,  as  recorded  in our stock  register on
September 20, 1999, may vote at the Meeting.  As of this date, we had 15,031,416
shares  of  common  stock  eligible  to vote.  We have  only one class of voting
shares. All shares in this class have equal voting rights of one vote per share.

HOW TO VOTE                                                                     

         You may vote in person at the Meeting or by proxy.  We  recommend  that
you vote by proxy even if you plan to attend the Meeting.  You can always change
your vote at the Meeting.                                                       

HOW PROXIES WORK                                                                

         Our Board of Directors  is asking for your proxy.  Giving us your proxy
means you  authorize  us to vote your  shares at the  Meeting  in the manner you
direct. You may vote for or against or                                          
abstain from voting on any of the proposals.                                    

         If you sign and return the  enclosed  proxy card but do not specify how
to vote, we will vote your shares in favor of all of the proposals.             

         You may receive more than one proxy or voting card depending on how you
hold  your  shares.  If  you  hold  shares  through  someone  else,  such  as  a
stockbroker,  you may get materials  from them asking how you want to vote.  The
latest proxy card we receive from you will determine how                        
we will vote your shares.                                                       

REVOKING A PROXY                                                                

         There are three ways to revoke your proxy.  First, you may submit a new
proxy with a later date up until the existing proxy is voted.  Secondly, you may
vote in person at the Meeting. Lastly, you may notify our corporate secretary in
writing at our principal executive offices,  110 East 59th Street, New York, New
York 10022.                                                                     

QUORUM                                                                          

         In order  to  carry on the  business  of the  Meeting,  we must  have a
quorum.  This means at least a majority of the  outstanding  shares  eligible to
vote must be  represented at the Meeting,  either by proxy or in person.  Shares
that we own are not voted and do not count for this purpose.  The Meeting may be
adjourned by the Board of Directors in its discretion.                          

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VOTES NEEDED                                                                    

         For each of the proposals to be approved, we require the favorable vote
of a majority of the outstanding shares of common stock.  Abstentions and broker
non-votes  count for quorum  purposes and have the same effect as negative votes
for voting  purposes.  Broker  non-votes occur when a broker returns a proxy but
does not have the  authority to vote on a particular  proposal.  Brokers that do
not  receive  instructions  are not  entitled  to vote  on the  proposals  to be
considered at the Meeting.                                                      

ATTENDING IN PERSON                                                             

         Only  stockholders,  their proxy  holders,  and our invited  guests may
attend the  Meeting.  If you wish to attend  the  Meeting in person but you hold
your shares through someone else, such as a stockbroker, you must bring proof of
your ownership and an identification  with a photo to the Meeting.  For example,
you could  bring an account  statement  showing  that you owned WHX  Corporation
shares as of September 20, 1999 as acceptable proof of ownership.               

 THE PROPOSALS

                  Proposals 1 through 3 in this Proxy Statement are proposals to
amend the  Company's  Certificate  of  Incorporation,  as  amended  to date (the
"Certificate  of   Incorporation"),   and  By-Laws,  as  amended  to  date  (the
"By-Laws"), which amendments, as discussed below, may have certain anti-takeover
effects.   The  following  discussion  describes  the  general  consequences  to
stockholders of the Company of these proposals and should be read in conjunction
with the individual discussions with respect to each proposal.                  

                  The  Board  of   Directors   has   evaluated   the   potential
vulnerability of the Company's  stockholders to the threat of unfair or coercive
takeover tactics and,  although the Board of Directors is not currently aware of
any such  threat,  has  considered  the range of possible  responses to any such
threat.  The Board has  unanimously  approved,  and  recommends to the Company's
stockholders   for  their  approval,   the  amendments  to  the  Certificate  of
Incorporation  and By-Laws  described  in Proposals 1 through 3 set forth below.
Proposals 1 through 3 are referred to collectively as the  "Amendments" and each
individually  as an  "Amendment."  Under  Delaware  law,  each  of the  proposed
Amendments  described in Proposals 1 through 3 requires the affirmative  vote of
the holders of a majority of the Company's outstanding shares of Common Stock.  

                  The Amendments  involve related  amendments to the Certificate
of Incorporation  and By-Laws  designed to assist the Company's  stockholders in
obtaining fair and equitable  treatment in the event of a threatened takeover of
the Company. The Amendments,  if approved, will: (i) until the Termination Date,
eliminate the right of  stockholders  to call a special  meeting of stockholders
and permit  only the  Chairman  of the Board or the Board of  Directors  to call
special meetings of  stockholders;  (ii) until the Termination  Date,  eliminate
stockholder  action by written  consent;  and (iii) until the Termination  Date,
require an affirmative vote of 66-2/3% of the Voting Stock in order             

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(a) to amend, repeal or adopt any provision inconsistent with any of the adopted
Amendments to the Certificate of  Incorporation  proposed herein and (b) for the
stockholders to amend or repeal any provision of the By-Laws.  Reference is made
to each of Proposals 1-3 for a complete discussion of                           
the Amendments and the exact text thereof.                                      

                  The Amendments are not in response to any effort, of which the
Company  is  aware,  to  accumulate  Common  Stock or to obtain  control  of the
Company.  The Board has observed the relatively  common use of certain  coercive
takeover  tactics in recent years,  including the  accumulation  of  substantial
common  stock  positions  as a prelude to a  threatened  takeover  or  corporate
restructuring,  proxy  fights and partial  tender  offers and the related use of
"two-tiered" pricing. The Board believes that the use of these tactics can place
undue pressure on a  corporation's  board of directors and  stockholders  to act
hastily and on incomplete information. These tactics can be highly disruptive to
a  corporation,  as well as divert  valuable  corporate  resources and result in
unfair  differences in treatment of stockholders who act immediately in response
to announcements  of takeover  activity and those who choose to act later, if at
all. The Amendments are intended to encourage persons seeking to acquire control
of the Company prior to the  Termination  Date to initiate  such an  acquisition
through arm's-length negotiations with the Board.                               

                  While the  Amendments,  individually  and  collectively,  give
added  protection to the Company's  stockholders and may help the Company obtain
the best price in a potential transaction,  they may also have the effect, prior
to the Termination Date, of deterring and discouraging a merger, tender offer or
proxy  contest,  even if such  transaction  or  event  may be  favorable  to the
interests of some or all of the Company's stockholders. The Amendments may also,
until the  Termination  Date,  delay the  assumption of control by a holder of a
large block of Common  Stock and the removal of  incumbent  management,  even if
such  removal  might  be  beneficial  to  some  or  all  of  the   stockholders.
Furthermore,  the  Amendments  may also have the effect,  until the  Termination
Date, of deterring or frustrating certain types of future takeover attempts that
may not be approved by the incumbent  Board,  but that the holders of a majority
of the shares of Common Stock may deem to be in their best interests or in which
some  or all  of  the  stockholders  may  receive  a  substantial  premium  over
prevailing market prices for their stock. By discouraging takeover attempts, the
Amendments also could have the incidental effect, until the Termination Date, of
inhibiting  (i)  certain  changes in  management  (some or all of the members of
which  might be  replaced  in the  course of a change of  control)  and (ii) the
temporary  fluctuations  in the market  price of Common  Stock that often result
from actual or rumored takeover attempts.                                       

                  In  addition  to the  proposed  Amendments,  certain  existing
provisions of the Certificate of  Incorporation  and By-Laws and of Delaware law
may be deemed to have  anti-takeover  effects which could  discourage,  delay or
prevent a change in control of the Company or dilute the public ownership of the
Company, even if such transaction or occurrence may be favorable to the interest
of some or all of the Company's stockholders. These consist of (i) the authority
of the Board to issue authorized but unissued common and preferred  stock,  (ii)
the Company's  classified  board of directors,  (iii) a provision that directors
may be removed only for cause,  (iv) an advance notice provision with respect to
stockholder nominations and proposals, (v) the authority of the Board to        

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fix the  number  of  directors  and fill  vacancies  on the  Board  and (vi) the
provisions of Section 203 of the Delaware  Corporation  Law (the "Delaware GCL")
which prescribe certain voting  requirements for a business  combination with an
interested  stockholder.  Please see Appendix A attached hereto and incorporated
herein by reference for a discussion of such provisions.  No other anti-takeover
amendments  to  the  Certificate  of  Incorporation  or  By-Laws  are  currently
contemplated  by the Board  other  than the  proposals  contained  in this Proxy
Statement.                                                                      

                  The  Board   recognizes   that  a   takeover   might  in  some
circumstances  be beneficial to some or all of the Company's  stockholders  but,
nevertheless,  believes that the  stockholders  as a whole will benefit from the
adoption of the Amendments.  The Board further believes that it is preferable to
act on the proposed Amendments when they can be considered carefully rather than
hastily during an unsolicited bid for control.                                  

                  If  the  Company's  stockholders  approve  any  or  all of the
Amendments,  the Company  will file with the  Secretary of State of the State of
Delaware an amendment to the  Certificate  of  Incorporation  that  reflects the
Amendments which have been approved containing the provisions as set forth under
each proposal.  The approved Amendments to the Certificate of Incorporation will
become  effective  upon the filing with the  Secretary  of State of the State of
Delaware  of  a  certificate  with  respect  to  such  Amendment.  The  approved
Amendments to the By-Laws will become effective immediately upon approval by the
Company's  stockholders.  Each  of  the  Amendments  adopted  by  the  Company's
stockholders at the Meeting will become  effective  regardless of whether any of
the other Amendments to be acted upon at the Meeting are adopted.               

                  Stockholders   are  urged  to  read  carefully  the  following
descriptions and discussions of each of the proposed Amendments before voting on
the Amendments.                                                                 

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 -----------------------------------
PROPOSAL 1

 LIMITATIONS ON STOCKHOLDERS
WITH RESPECT TO SPECIAL MEETINGS
 -----------------------------------

ABILITY TO CALL SPECIAL MEETINGS OF THE STOCKHOLDERS                            

                  Article II, Section 2.2 of the By-Laws currently provides that
special  meetings  of  stockholders  may be called by a majority of the Board of
Directors or by the Secretary at the request of the holders of a majority of the
Company's Voting Stock. The Board has adopted,  subject to stockholder approval,
an amendment to the Certificate of Incorporation  and a corresponding  amendment
to the By-Laws to include a provision that, until the Termination Date,  special
meetings  of  stockholders  may be called only by a majority of the Board or the
Chairman of the Board and that, until the Termination Date,  stockholders of the
Company will not be  permitted to call a special  meeting or to require that the
Board call a special meeting of stockholders.  At the Meeting, stockholders will
be asked to consider and vote on this proposed Amendment.                       

ANALYSIS OF PROPOSAL 1                                                          

                  The proposed Amendment will provide for the orderly conduct of
all Company affairs at special meetings of stockholders.  Accordingly, until the
Termination Date, a stockholder  could not force stockholder  consideration of a
proposal  over the  opposition  of the Board by  calling a  special  meeting  of
stockholders  prior to the next  annual  meeting  or prior to such time that the
Board believed such  consideration  to be  appropriate.  As a result,  the Board
would  have the  opportunity  to inform  other  stockholders  adequately  of the
matters to be considered at any special meeting of stockholders.                

                  Persons attempting a takeover bid could be delayed or deterred
by not being able to propose a transaction at a time  advantageous for them. For
these reasons,  this proposed  Amendment may have an anti-takeover  effect.  The
Board,  however,  is not aware of any efforts to obtain  control of the Company,
and the proposal of this measure is not in response to any such  efforts.  For a
general  discussion  of certain  anti-takeover  effects of  Proposal  1, see the
section entitled "The Proposals" above.                                         

PROPOSED RESOLUTIONS                                                            

                  RESOLVED,   that  Article   EIGHTH  of  the   Certificate   of
Incorporation be amended to read in its entirety as follows:                    

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                           "EIGHTH:  Subject to the rights of the holders of any
                  class of Preferred  Stock, any action required or permitted to
                  be  taken  by  the  stockholders  of  the  Corporation  may be
                  effected at an annual or special  meeting of  stockholders  of
                  the  Corporation  and may also be  effected  by any consent in
                  writing by such stockholders in accordance with the provisions
                  of this  Article  EIGHTH.  Unless  otherwise  provided in this
                  Certificate of Incorporation,  any action required to be taken
                  at any  annual  or  special  meeting  of  stockholders  of the
                  Corporation  may be taken  without a  meeting,  without  prior
                  notice  and  without  a vote,  if a  consent  or  consents  in
                  writing, setting forth the action so taken, shall be signed by
                  the holders of  outstanding  Voting Stock having not less than
                  the  minimum  number  of  votes  that  would be  necessary  to
                  authorize or take such action at a meeting at which all shares
                  entitled   to   vote   thereon   were   present   and   voted.
                  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  Section  2.2 of Article II of the  By-Laws be
amended by deleting the existing  Section 2.2 and adding a new Section 2.2 which
incorporates  substantially the provisions set forth in the preceding resolution
and other provisions, if any, as may be necessary to make the By-Laws consistent
with this Amendment.                                                            

REQUIRED VOTE                                                                   

                  The  affirmative  vote  of a  majority  of  the  Common  Stock
outstanding and entitled to vote at the Meeting is required to approve  Proposal
1.                                                                              

 The Board of Directors Recommends
 That You Vote "FOR" the
Approval of Proposal 1

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 -------------------------------
PROPOSAL 2

 AMENDING THE CERTIFICATE OF
INCORPORATION AND BY-LAWS TO
ELIMINATE STOCKHOLDER ACTION
BY WRITTEN CONSENT
 -------------------------------

ABILITY OF STOCKHOLDERS TO ACT BY WRITTEN CONSENT                               

                  Under  Delaware  law,   unless   otherwise   provided  in  the
Certificate of  Incorporation,  any action  required or permitted to be taken by
stockholders  of a  corporation  may be taken  without a meeting,  without prior
notice and without a stockholder  vote, if a written  consent  setting forth the
action to be taken is  signed by the  holders  of  shares of  outstanding  stock
having the requisite  number of votes that would be necessary to authorize  such
an action at a meeting  of  stockholders  at which all shares  entitled  to vote
thereon were present and voted. Currently, the Certificate of Incorporation does
not prohibit such action by written consent. The Board of Directors has adopted,
subject  to   stockholder   approval,   an  amendment  to  the   Certificate  of
Incorporation and a corresponding amendment to the By-Laws to provide, until the
Termination  Date, that actions  required or permitted to be taken at any annual
or special  meeting of the  stockholders  may be taken only upon the vote of the
stockholders at a meeting duly called and may not be taken by written consent of
the  stockholders;  after the Termination  Date, such action will be governed by
the Delaware GCL. The Delaware GCL currently  provides  that,  unless  otherwise
provided  in the  certificate  of  incorporation,  any  action to be taken at an
annual or  special  meeting  of  stockholders  may be taken  without a  meeting,
without  prior  notice and without a vote,  if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
Voting  Stock  having  not less than the  minimum  number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were  present and voted.  At the Meeting,  stockholders
will be asked to consider and vote on this proposed Amendment.                  

ANALYSIS OF PROPOSAL 2                                                          

                  The  adoption  of this  proposal  would  eliminate,  until the
Termination  Date, the ability of the Company's  stockholders  to act by written
consent in lieu of a meeting. It is intended to prevent solicitation of consents
by  stockholders  seeking to effect changes  without giving all of the Company's
stockholders  entitled to vote on a proposed  action an adequate  opportunity to
participate at a meeting where such proposed action is considered. This proposed
Amendment  would prevent a takeover  bidder holding or controlling a large block
of the Company's  voting stock from using the written consent  procedure to take
stockholder action unilaterally.                                                

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                  This Amendment, if adopted, would insure that all stockholders
would  have  advance  notice  of  any  attempted  major   corporate   action  by
stockholders,  and that all  stockholders  would  have an equal  opportunity  to
participate  at  the  meeting  of  stockholders  where  such  action  was  being
considered. It would enable the Company to set a record date for any stockholder
voting and would reduce the  possibility of disputes or confusion  regarding the
validity of purported stockholder action. This Amendment, while in effect, would
also  encourage a potential  acquirer to  negotiate  directly  with the Board of
Directors. The Board of Directors believes that this change to eliminate,  until
the  Termination  Date,  stockholder  action by written  consent is desirable to
avoid untimely  action in a context that might not permit  stockholders  to have
the full benefit of the  knowledge,  advice and  participation  of the Company's
management and Board of Directors. In the event of a proposed acquisition of the
Company,  the Board of Directors  believes  that the  interests of  stockholders
would best be served by a transaction that resulted from  negotiations  based on
careful  consideration of the proposed terms. Although there can be no certainty
as to the result of any particular negotiations, the Board of Directors believes
that the intended effect of Proposal 2 of promoting negotiations  concerning any
proposed  acquisition of the Company,  with the bargaining power in the Board of
Directors,  would  be  in  the  long-term  interests  of  the  Company  and  its
stockholders.  This proposed  Amendment is in accordance  with the Delaware GCL,
which provides that  stockholders  of a corporation  may act by written  consent
unless otherwise provided by the corporation's certificate of incorporation.    

                  Persons  attempting  a takeover  bid prior to the  Termination
Date could be delayed or deterred by not being able to propose a transaction  at
a time advantageous for them. This provision may also increase  management's and
the Board of Directors'  ability to retain their  positions with the Company and
to resist a transaction  that may be deemed  advantageous  by even a majority of
the  stockholders.  For these reasons,  this Proposal may have an  anti-takeover
effect. The Board of Directors,  however,  is not aware of any efforts to obtain
control of the  Company,  and the proposal of this measure is not in response to
any such efforts. For a general discussion of certain  anti-takeover  effects of
Proposal 2, see the section entitled "The Proposals" above.                     

PROPOSED RESOLUTIONS                                                            

                  RESOLVED,   that  Article   EIGHTH  of  the   Certificate   of
Incorporation be amended to read in its entirety 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                             

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                  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 series of
                  Preferred  Stock,  special  meetings  of  stockholders  of the
                  Corporation may be called by the Chairman of the Board, by the
                  Board of  Directors  pursuant  to a  resolution  adopted  by a
                  majority  of  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 the By-Laws be amended by deleting the existing
Section  2.9 of  Article  II and  adding a new  Section  2.9 which  incorporates
substantially  the  provisions  set forth in the preceding  resolution and other
provisions, if any, as may be necessary to make the By-Laws                     
consistent with this Amendment.                                                 

REQUIRED VOTE                                                                   

                  The  Affirmative  vote of holders of a majority  of the Shares
outstanding and entitled to vote at the Meeting is required to approve  Proposal
2.                                                                              

 The Board of Directors Recommends
 That You Vote "FOR" the
Approval of Proposal 2

APPROVAL OF PROPOSAL 1 AND PROPOSAL 2                                           

                  In the event  Proposal  1 and  Proposal  2 are both  approved,
Article EIGHTH of the Certificate of  Incorporation  shall be amended to read in
its entirety 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                             

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                  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."

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  ------------------------------------
PROPOSAL 3

 AMENDING THE CERTIFICATE OF
INCORPORATION AND BY-LAWS TO
 REQUIRE SUPERMAJORITY VOTE TO AMEND
 ADOPTED PROPOSALS
 OR ANY PROVISION OF THE BY-LAWS
  ------------------------------------

SUPERMAJORITY VOTE TO AMEND ADOPTED PROPOSALS AND BY-LAWS                       

                  The Delaware GCL provides that a corporation's  certificate of
incorporation  may be amended by the vote of a majority  of the shares of common
stock  outstanding  and entitled to vote,  unless the relevant  provision of the
certificate of incorporation requires the vote of a greater number or proportion
than a majority,  in which case such  provisions may not be amended,  altered or
repealed except by such greater vote.  Article  THIRTEENTH of the Certificate of
Incorporation   currently   provides  for  amendment  of  the   Certificate   of
Incorporation  by a majority of the  outstanding  Voting  Stock,  except for the
classified board and director removal  provisions which may only be amended by a
vote of 66-2/3% of the voting stock.                                            

                  The  Delaware  GCL further  confers  sole  authority to adopt,
amend  or  repeal  a  corporation's  by-laws  on  the  stockholders  unless  the
certificate  of  incorporation  also  confers  such a power  upon  the  board of
directors. Article SEVENTH of the Certificate of Incorporation expressly confers
the power to amend the By-Laws upon the Board of Directors,  provided,  however,
that the  stockholders  may change or repeal any By-Law  adopted by the Board of
Directors.                                                                      

                  The Board of  Directors  has adopted,  subject to  stockholder
approval,  amendments to the Certificate of Incorporation to require,  until the
Termination Date, the affirmative vote of holders of 66-2/3% of the Voting Stock
(a) to amend or repeal, or to adopt any provisions inconsistent with, any of the
provisions  added to the Certificate of Incorporation by Proposals 1 and 2 above
and  this  Proposal  3 and (b) for the  stockholders  to  amend  or  repeal  any
provision  of the ByLaws,  and has  adopted,  subject to  stockholder  approval,
corresponding   amendments   to  the  By-Laws  as  required.   At  the  Meeting,
stockholders will be asked to consider and vote on this proposed Amendment.     

ANALYSIS OF PROPOSAL 3                                                          

                  Proposal  3, by  limiting,  until the  Termination  Date,  the
manner in which the  Amendments  and the By-Laws may be amended or repealed,  is
intended not only to promote  continuity of operations  and thereby  enhance the
Company's ability to attain its long term goals, but                            

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also to allow the Board of Directors to more  effectively  manage the affairs of
and  internal  operating  procedures  of the  Company.  Proposal 3 will have the
effect, until the Termination Date, of making it more difficult for stockholders
to change the Amendments  which have been adopted and other By- Law  provisions.
This may  further  discourage  potentially  unfriendly  bids for  shares  of the
Company.  For these reasons,  Proposal 3 may have an anti-takeover  effect.  The
Board of Directors,  however,  is not aware of any efforts to obtain  control of
the  Company,  and the  proposal of this  measure is not in response to any such
efforts. For a general discussion of certain  anti-takeover  effects of Proposal
3, see the section entitled "The Proposals" above.                              

PROPOSED RESOLUTIONS                                                            

                  RESOLVED,  that a new Article FOURTEENTH of the Certificate of
Incorporation be added 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 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."                              

                  RESOLVED,   that  Article   SEVENTH  of  the   Certificate  of
Incorporation be amended to read in its entirety as follows:                    

                  "SEVENTH:  In furtherance  and not in limitation of the powers
                  conferred   by  law,  the  Board  of  Directors  is  expressly
                  authorized to make, 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.                             

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                  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."          

                  RESOLVED, that the By-Laws be amended by deleting the existing
Article VII and adding a new Article VII  containing  a provision  substantially
the same as the provision set forth in the immediately  preceding resolution and
other  provisions,  if any, as may be necessary  to make the By-Laws  consistent
with this Amendment.                                                            

REQUIRED VOTE                                                                   

                  The  affirmative  vote  of a  majority  of  the  Common  Stock
outstanding and entitled to vote at the Meeting is required to approve  Proposal
3.                                                                              

 The Board of Directors Recommends
 That You Vote "FOR" the
Approval of Proposal 3

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 SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

                  The  following   table  sets  forth   information   concerning
ownership of the Common Stock of the Company  outstanding at September 20, 1999,
by (i) each person known by the Company to be the beneficial  owner of more than
five (5%) percent of its Common  Stock,  (ii) each  director,  (iii) each of the
named executive officers and (iv) by all directors and executive officers of the
Company as a group. Unless otherwise indicated, each stockholder has sole voting
power and sole dispositive power with respect to the indicated shares.          

                                          Shares              Percentage
Name and Address of Beneficial Owner (1)   Beneficially Owned     of Class (2)  
----------------------------------------  -------------------     ------------  

Merrill Lynch & Co., Inc. (3)                                                   
World Financial Center, North Tower                                             
250 Vesey Street                                                                
New York, New York 10281                        990,116               6.6%      
Lazard Freres & Co. LLC (4)                                                     
30 Rockefeller Plaza                                                            
New York, New York 10020                      1,521,000              10.1%      
Founders Financial Group, L.P. (5)                                              
53 Forest Avenue                                                                
Old Greenwich, Connecticut 06870              1,459,549               9.7%      
WPN Corp.                                                                       
110 East 59th Street                                                            
New York, New York 10022                      1,362,816(6)            8.4%      
Donald Smith & Co., Inc. (7)                                                    
East 80, Route 4                                                                
Paramus, New Jersey 07652                     1,350,000               9.0%      
Dimensional Fund Advisors, Inc. (8)                                             
1299 Ocean Avenue, 11th Floor                                                   
Santa Monica, California 90401                1,275,325               8.5%      
Gabelli Funds, Inc. (9)                                                         
One Corporate Center,                                                           
Rye, New York 10580                           1,477,983               9.8%      

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                                          Shares              Percentage
Name and Address of Beneficial Owner (1)   Beneficially Owned     of Class (2)  
----------------------------------------  -------------------     ------------  

Alliance Capital Management L.P. (10)                                           
1290 Avenue of the Americas                                                     
New York, New York 10580                      1,162,100               7.7%      
Canyon Capital Advisors LLC (11)                                                
9665 Wilshire Boulevard                                                         
Suite 200                                                                       
Beverly Hills, California 90212               1,134,100               7.5%      
Dewey Square Investors Corporation (12)                                         
One Financial Center                                                            
Boston, Massachusetts 02111                     866,419               5.8%      
Ronald LaBow                                  1,362,816(6)            8.4%      
Neil D. Arnold                                   44,666(13)         *           
Paul W. Bucha                                    59,666(13)         *           
Robert A. Davidow                                92,034(14)         *           
William Goldsmith                                49,999(13)         *           
Robert D. LeBlanc                               105,569(15)         *           
Marvin L. Olshan                                 50,999(14)         *           
Raymond S. Troubh                                49,999(13)         *           
James G. Bradley                                 86,667(13)         *           
Howard A. Mileaf                                 25,000(13)         *           
Arnold Nance                                     34,883(16)         *           
John R. Scheessele                                    0              0          
All Directors and Executive Officers as a                                       
Group (13 Persons)                            1,962,298(17)          11.7%      

*        less than one percent.                                                 

(1)      Each  director  and  executive  officer has sole voting  power and sole
         dispositive power with respect to all shares  beneficially owned by him
unless otherwise indicated.                                   

(2)      Based upon shares of Common Stock  outstanding at September 20, 1999 of
15,031,416 shares.                                            

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(3)      Based on a Schedule 13G/A filed in July 1999, Merrill Lynch & Co., Inc.
         ("ML&Co.") on behalf of Merrill Lynch Asset  Management  Group ("AMG"),
         Merrill  Lynch  Asset   Management,   L.P.   ("MLAM")  and  Fund  Asset
         Management,  L.P. ("FAM") collectively beneficially hold 990,116 shares
         of Common Stock.  This amount includes Common Stock issuable upon their
         conversion  of  Preferred  Stock.  The  address  of MLAM and FAM is 800
Scudders Mill Road, Plainsboro, New Jersey 08536.             

(4)      Based on a Schedule 13G/A filed in February  1999,  Lazard Freres & Co.
LLC beneficially holds 1,521,000 shares of Common Stock.      

(5)      Based on a Schedule  13G/A filed in February 1999,  Founders  Financial
         Group,  L.P., Forest Investment  Management  LLC/ADV,  Michael A. Boyd,
         Inc.  and  Michael A. Boyd  collectively  beneficially  hold  1,459,549
shares of Common Stock.                                       

(6)      Based on a Schedule  13D/A filed jointly in December 1997 by WPN Corp.,
         Ronald  LaBow,  Stewart  E.  Tabin  and  Neale X.  Trangucci.  Includes
         1,251,166  shares of Common  Stock  issuable  upon  exercise of options
         within 60 days hereof.  Ronald LaBow,  the Company's  Chairman,  is the
         sole stockholder of WPN Corp. Consequently,  Mr. LaBow may be deemed to
         be the  beneficial  owner of all  shares of Common  Stock  owned by WPN
         Corp.  Mr.  LaBow  disclaims  beneficial  ownership  of the  options to
         purchase  400,000  shares of Common Stock held by WPN Corp.  as nominee
         for  Messsrs.  Tabin and  Trangucci,  266,666 of which are  exercisable
         within 60 days hereof.  Messrs.  Tabin and  Trangucci  are officers and
         directors of WPN Corp. and disclaim beneficial  ownership of all shares
         of Common Stock owned by WPN Corp.,  except for options to purchase the
         400,000 shares of Common Stock held by WPN Corp. as nominee for Messrs,
         Tabin and  Trangucci,266,666  of which are  exercisable  within 60 days
         hereof. Each of Messrs. Tabin and Trangucci holds options,  exercisable
    within 60 days hereof, to purchase 368,333 shares of Common Stock.

(7)      Based on a Schedule  13G filed in February  1999,  Donald  Smith & Co.,
Inc. beneficially holds 1,350,000 shares of Common Stock.     

(8)      Based on a  Schedule  13G  filed in  February  1999,  Dimensional  Fund
    Advisors Inc. beneficially holds 1,275,325 shares of Common Stock.

(9)      Based on a Schedule 13D filed in July 1999,  Gabelli Funds, Inc., GAMCO
         Investors,  Inc.,Gabelli International Limited, Gabelli Advisers, Inc.,
         Mario J. Gabelli and Marc J.  Gabelli  collectively  beneficially  hold
         1,477,983  shares of Common Stock.  This amount  includes  Common Stock
issuable upon their conversion of Preferred Stock.            

(10)     Based on a  Schedule  13G filed  jointly  in  February  1999,  Alliance
         Capital  Management,   L.P.,  AXA,  AXA  Assurances  I.A.R.D.  Mutuelle
         ("AXAAIM"),  AXA Assurances Vie Mutuelle  ("AXAAVM"),  AXA Conselil Vie
         Assurance  Mutuelle   ("AXACVAM"),   AXA  Courtage  Assurance  Mutuelle
         ("AXACAM") and The Equitable Companies,  Inc. collectively beneficially
         hold  1,162,100  shares of Common Stock.  The address of AXA is 9 Place
         Vendome  75001 Paris,  France.  The address of AXAAIM and AXAAVM is 21,
rue de                                                        

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         Chateaudun  75009  Paris,  France.  The  address  of AXACVAM is 100-101
         Terrasse  Boieldieu  92042  Paris La  Defense,  France.  The address of
AXACAM is 26, rue Louis le Grand 75002 Paris, France.         

(11)     Based on a Schedule  13G filed  jointly in July  1999,  Canyon  Capital
         Advisors LLC, Mitchell R. Julis, Joshua S. Friedman and R. Christian B.
Evensen collectively beneficially hold                        
1,134,100 shares of Common Stock.                             

(12)     Based on a Schedule 13G/A filed in January 1998, Dewey Square Investors
         Corp.  beneficially  holds 866,419 shares of Common Stock.  This amount
         includes  Common  Stock  issuable  upon their  conversion  of Preferred
Stock.                                                        

(13)     Consists  of shares of Common  Stock  issuable  upon their  exercise of
options within 60 days hereof.                                

(14)     Includes  49,999 shares of Common Stock issuable upon their exercise of
options within 60 days hereof.                                

(15)     Includes  86,667 shares of Common Stock issuable upon their exercise of
         options  within 60 days  hereof,  11,000  shares of Common  Stock,  and
         approximately  4,902 shares of Common Stock issuable upon conversion of
         2,000 shares of Series B Preferred Stock owned directly by Mr. LeBlanc,
         and 3,000  shares of Common  Stock  held by Mr.  LeBlanc's  spouse  and
children.                                                     

(16)     Includes  33,333 shares of Common Stock issuable upon their exercise of
         options within 60 days hereof,  and  approximately 570 shares of Common
         Stock  issuable  upon  conversion  of 180 shares of Series A  Preferred
         Stock  and  approximately  980  shares of Common  Stock  issuable  upon
         conversion  of 400  shares  of  Series B  Preferred  Stock  held by Mr.
Nance's children.                                             

(17)     Includes  1,787,161 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.                             

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SOLICITATION STATEMENT

         The Company will bear all expenses in connection with the  solicitation
of proxies.  In addition to the use of the mails,  solicitations  may be made by
the Company's regular  employees,  by telephone,  telegraph or personal contact,
without additional compensation.  The Company has retained Innisfree M & A, Inc.
to assist the  Company in the  solicitation  of proxies  for a fee not to exceed
$15,000 plus expenses. The Company will, upon their request, reimburse brokerage
houses and persons  holding shares of Common Stock in the names of the Company's
nominees for their reasonable  expenses in sending  solicited  material to their
principals.                                                                     

 STOCKHOLDER PROPOSALS

         In order to be considered  for  inclusion in the proxy  materials to be
distributed in connection  with the next annual meeting of  stockholders  of the
Company, stockholder proposals for such meeting must be submitted to the Company
no later than November 23, 1999.                                                

 OTHER MATTERS

                  Management  does not intend to bring  before the  Meeting  any
matters other than those  specifically  described  above and knows of no matters
other than the  foregoing  to come before the Meeting.  If any other  matters or
motions  properly  come before the Meeting,  it is the  intention of the persons
named in the  accompanying  Proxy to vote such  Proxy in  accordance  with their
judgment on such  matters or motions,  including  any matters  dealing  with the
conduct of the Meeting.                                                         

                                            By Order of the Board of Directors

                          MARVIN L. OLSHAN
                   Secretary

September 28, 1999                                                              

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APPENDIX A

 OTHER ANTI-TAKEOVER DEVICES

PREFERRED STOCK AND COMMON STOCK                                                

                  The  Certificate  of  Incorporation  currently  authorizes the
Board to issue  70,000,000  shares of capital stock of which  10,000,000  shares
shall  be  shares  of  preferred  stock  having  such  rights,  preferences  and
privileges as designated from time to time by the Board (the "Preferred  Stock")
without  stockholder  approval.  Accordingly,  the Board is  empowered  to issue
preferred stock with dividend,  liquidation,  conversion, voting or other rights
which could adversely  affect the voting power or other rights of the holders of
Common  Stock.  As of the  current  date,  15,031,416  shares of  Common  Stock,
2,907,825  shares of Series A Preferred  Stock and 2,975,100  shares of Series B
Preferred Stock are outstanding. Under certain circumstances,  the Company could
use the currently  authorized  but unissued  shares of Common Stock or Preferred
Stock to create voting  impediments or to frustrate  persons seeking to effect a
takeover  or  otherwise  gain  control  of the  Company  or to dilute the public
ownership of the Company and thereby to protect the  continuity of the Company's
management.  The  Company  could  also  privately  place  any such  shares  with
purchasers  who might  favor  the  Board or  management  in  opposing  a hostile
takeover  bid or adopt a  stockholder  rights  plan,  commonly  referred to as a
"poison  pill".  The  Company  has no  present  knowledge  of any such  takeover
efforts.                                                                        

CLASSIFIED BOARD                                                                

                  The Certificate of  Incorporation  currently  provides for the
division  of the Board of  Directors  into three  classes of  directors  serving
staggered  three-year  terms with each class being as nearly  equal in number as
possible.  As a result,  approximately  one-third  of the Board of  Directors is
elected each year. The Board of Directors believes that the Board classification
helps lend  continuity  and stability to the management of the Company and helps
assure continuity and stability in the Board's leadership and policies, since at
any given time approximately two-thirds of the members of the Board of Directors
have had prior  experience as directors of the Company.  With a classified Board
of Directors,  it generally takes two Annual  Meetings of  Stockholders  (rather
than one) to elect a  majority  of the  Board of  Directors.  As a  result,  the
classified  Board could  discourage proxy contests for the election of directors
or purchases of a substantial block of stock by a potential acquirer because the
classified board  provisions could operate to prevent a potential  acquirer from
gaining control of the Board in a relatively short period of time.              

DIRECTOR REMOVAL ONLY FOR CAUSE                                                 

                  Under  Section   141(k)  of  the  Delaware  GCL,   unless  the
certificate of incorporation provides otherwise,  the directors of a corporation
with a classified  board of directors  may only be removed for cause and only by
the holders of a majority of the shares then  entitled to vote at an election of
directors.  The  Certificate of  Incorporation  currently  mirrors the foregoing
provision of the Delaware GCL. Generally, this provision makes it impossible for
stockholders of the Company,  including someone who acquires voting control,  to
remove immediately incumbent directors and to                                   

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replace them with alternative  directors,  and instead requires such a person to
replace  incumbent  directors as their terms expire over a period of up to three
years,  unless  cause  exists for such  removal.  This  provision  protects  the
continuity  of the Board of  Directors  and thereby  enhances the ability of the
Company to carry out long-range  plans and goals for its benefit and the benefit
of its  stockholders.  This  provision  could  have the  effect of  delaying  an
ultimate change in existing  management  which might be desired by a majority of
the  stockholders.  This  provision  could  render more  difficult an attempt to
acquire control of the Company without the approval of the Company's management.

ADVANCE NOTICE OF STOCKHOLDER NOMINATIONS AND PROPOSALS                         

                  In  connection  with its  approval  of  Proposals  1 through 3
herein,  the Board of  Directors  adopted an  amendment  to the By-Laws  setting
requirements for director nominations and other proposals by stockholders. Under
these provisions  stockholders must comply with a detailed notice procedure with
regard to the nomination by  stockholders,  other than by or at the direction of
the Board, of candidates for election as directors (the "Nomination  Procedure")
and with regard to stockholder  proposals to be brought before an annual meeting
of stockholders (the "Business  Procedure").  The Nomination  Procedure provides
that only persons who are nominated by or at the direction of the Board, or by a
stockholder who has given timely prior written notice to the Corporate Secretary
of the Company prior to the meeting at which  directors are to be elected,  will
be eligible for election as  directors.  The Business  Procedure  provides  that
stockholder  proposals  must be submitted in writing in a timely manner in order
to be considered at any annual meeting. To be timely,  notice for nominations or
stockholder  proposals must be received by the Company not less than 90 days nor
more than 120 days prior to the first  anniversary of the previous year's annual
meeting  (or,  for annual  meetings not held within 30 days before or after such
anniversary,  by the later of the close of business on the 90th day prior to the
scheduled  meeting  date or the close of business on the 10th day after the date
of such  meeting is publicly  announced or  disclosed)  or, for  nomination  for
election of directors at a special  meeting  called for such purpose,  not later
than the close of  business  on the 10th day after the date on which the special
meeting date and either the names of all  nominees  proposed by the Board or the
number of  directors  to be  elected  shall  have  been  publicly  announced  or
disclosed.                                                                      

                  Under the Nomination  Procedure,  notice to the Company from a
stockholder  who  proposes to  nominate a person at a meeting for  election as a
director must contain certain information about that person,  including name and
addresses,  age, principal occupation,  the class and number of shares of Common
Stock or other capital stock  beneficially  owned, the consent of such person to
be nominated and such other information as would be required to be included in a
proxy statement soliciting proxies for the election of the proposed nominee, and
certain  information  about the  stockholder  proposing to nominate that person.
Under the Business  Procedure,  notice  relating to a stockholder  proposal must
contain  certain  information  about such proposal and about the stockholder who
proposes to bring the proposal before the meeting.                              

                  The purpose of the  Nomination  Procedure  is, by  requiring a
specified amount of advance notice of nominations by stockholders, to afford the
Board a meaningful  opportunity to consider the  qualifications  of the proposed
nominees during the appropriate period when the Board                           

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is focused on  nominations  and, to the extent deemed  necessary or desirable by
the Board,  to inform  stockholders  about the  qualifications  of the  proposed
nominee.  The purpose of the  Business  Procedure  is, by  requiring a specified
amount of advance  notice of  stockholder  proposals,  to provide a more orderly
procedure for  conducting  annual  meetings of  stockholders  and, to the extent
deemed  necessary  or  desirable  by the  Board,  to  provide  the Board  with a
meaningful  opportunity  to analyze such  proposals and to decide  whether it is
appropriate to either (i) omit such proposal or (ii) inform stockholders,  prior
to such meetings,  of any proposal to be introduced at such  meetings,  together
with any  recommendation  of the  Board's  position or belief as to action to be
taken with  respect to such  proposal,  so as to enable  stockholders  better to
determine  whether  they desire to attend  such  meeting or grant a proxy to the
Board as to the disposition of any such proposal.                               

                  Although the advance  notice  procedures do not give the Board
the power to approve or disapprove  stockholder  nominations for the election of
directors or any other proposal  submitted by stockholders,  they could have the
effect of making more  difficult a  stockholder  nomination  for the election of
directors  or the  submission  by  stockholders  of  proposals  at a  particular
stockholders  meeting  because  of  the  specificity  of  the  procedures  to be
followed.                                                                       

BOARD POWER TO FIX NUMBER OF DIRECTORS AND FILL VACANCIES                       

                  The  Certificate of  Incorporation  and By-Laws of the Company
currently  provide that the number of directors shall be fixed  exclusively by a
majority  of the  entire  Board  (up to a  maximum  of ten  directors)  and that
vacancies  (other than vacancies  resulting  from removal by the  stockholders),
including  a  vacancy  created  by an  increase  in  the  authorized  number  of
directors,  may be filled  only by the  affirmative  vote of a  majority  of the
remaining directors, even if less than a quorum. Directorships resulting from an
increase in the number of directors are to be  apportioned  among the classes of
directors as equally as possible. A director appointed to fill any other vacancy
is to hold  office  until  the  annual  meeting  of  stockholders  at which  his
predecessor's  term  expires  and  until  his  successor  is  duly  elected  and
qualified.  These  provisions  could  prevent  a third  party  seeking  majority
representation  on the Board of Directors  from  obtaining  such  representation
simply  by  enlarging   the  Board  of  Directors   and  then  filling  the  new
directorships with its own nominees.  Persons attempting a takeover bid could be
delayed or  deterred  by not being able to  procedurally  obtain  control of the
Board of Directors as quickly as they could in the absence of these  provisions.
For these reasons, this provision may have an anti-takeover effect.             

DELAWARE LAW PROVISIONS                                                         

                  While  Section  214  of  the  Delaware  GCL  provides  that  a
corporation's  certificate of incorporation  may provide for cumulative  voting,
such  voting  is  not  provided   for  under  the   Company's   Certificate   of
Incorporation.  Therefore,  the  holders of a  majority  of the shares of Common
Stock can elect all of the  directors  being  elected at any  annual  meeting of
stockholders.                                                                   

                  Section 203 of the Delaware  GCL,  which is  applicable to the
Company,  may be deemed to have  certain  anti-takeover  effects by  prescribing
certain voting requirements in instances in which there is a transaction between
a publicly-held Delaware corporation and an "interested stockholder." Generally,
Section 203 of the Delaware GCL prohibits a publicly-held Delaware              

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corporation  from  engaging in a broad range of  business  combinations  with an
"interested  stockholder" (defined generally as a person owning 35% or more of a
corporation's  outstanding voting stock) for three years following the time such
person became an interested stockholder unless: (i) before the person becomes an
interested  stockholder,  the  transaction  resulting in such person becoming an
interested  stockholder or the business  combination is approved by the board of
directors of the corporation;  (ii) upon  consummation of the transaction  which
resulted in the stockholder becoming an interested  stockholder,  the interested
stockholder owns at least 85% of the outstanding voting stock of the corporation
(excluding shares owned by directors who are also officers of the corporation or
shares held by employee stock plans that do not provide employees with the right
to  determine  confidentiality  whether  shares held subject to the plan will be
tendered in a tender offer or exchange offer);  or (iii) at or subsequent to the
time such person became an interested  stockholder,  the business combination is
approved  by the  Board  and  authorized  at an annual  or  special  meeting  of
stockholders,  and not by written  consent,  by the affirmative vote of at least
two-thirds  of the  outstanding  voting  stock  excluding  shares  owned  by the
interested stockholder.                                                         

                  The overall  effect of Section 203 of the  Delaware GCL may be
to  render  more  difficult  the  accomplishment  of  certain  mergers  or other
acquisition of control of the Company by a principal  stockholder  (other than a
stockholder who currently holds over eighty-five percent of the Company's Common
Stock).  At the same time,  Section  203 may  discourage  persons  from making a
tender offer for, or acquisition  of,  substantial  amounts of the Common Stock,
which could have the effect of  inhibiting  changes in  management  and may also
prevent  temporary  fluctuations  in the Common  Stock that often  results  from
takeover   attempts.   In  addition,   by  requiring  a  supermajority  vote  of
stockholders  to  approve  a  business  combination,  Section  203 may  enable a
minority of the stockholders to prevent consummation of a business  combination,
notwithstanding  the fact that a majority of the stockholders  voted in favor of
it, and in which stockholders might receive,  for at least some of their shares,
a substantial premium above the market price at the time a tender offer or other
acquisition  transaction  is  made.  Thus,  stockholders  who  might  desire  to
participate in a tender offer may not be afforded the opportunity to do so.     

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PROXY                                                                           

 WHX CORPORATION
 (Solicited on Behalf of the Board of Directors)

The undersigned hereby (a) acknowledges receipt of the Notice of Special Meeting
of  Stockholders  of WHX  Corporation  (the "Company") to be held on November 8,
1999 (the "Meeting") and the related Proxy Statement;  (b) appoints Ronald LaBow
and  Marvin  L.  Olshan or  either  of them as  Proxies,  each with the power to
appoint a  substitute;  (c)  authorizes  the Proxies to represent  and vote,  as
designated  below, all the shares of the Company's Common Stock, par value $0.01
per share (the "Common  Stock"),  held of record by the undersigned on September
20, 1999 at the Meeting and at any  adjournments or postponements  thereof;  and
(d) revokes any proxies previously given.                                       

This Proxy, when properly executed,  will be voted in the manner directed herein
by the  undersigned  stockholder.  If no direction  is made,  this Proxy will be
voted FOR  proposals 1 through 3. The  Proxies  will use their  discretion  with
regard to any matter referred to in item 4.                                     

The Board of Directors Recommends a Vote FOR Proposals 1 through 3.             

         (1) To amend the Certificate of  Incorporation  and the By-Laws,  until
June 30, 2001, 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.                             

--- FOR             --- AGAINST              --- ABSTAIN  

         (2) To amend the Certificate of  Incorporation  and the By-Laws,  until
June 30, 2001, to eliminate stockholder action by written consent.              

--- FOR             --- AGAINST              --- ABSTAIN  

         (3) To amend the Certificate of  Incorporation  to require,  until June
30,  2001,  an  affirmative  vote of 66-2/3% of the Voting Stock in order (a) to
amend, repeal or adopt any provision inconsistent with any adopted amendments to
the Certificate of Incorporation proposed herein and (b) for the stockholders to
amend any provision of the By-Laws,  and to adopt a  corresponding  amendment to
the By-Laws with respect to By-Law amendments.                                  

--- FOR             --- AGAINST              --- ABSTAIN  

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         (4) To consider and transact  such other  business as may properly come
before the Meeting or any adjournment.                                          

Name                              Dated                                   , 1999
-------------------------          -----------------------------------  

Address:                                                                        
   ---------------------          ------------------------------------
   ---------------------          ------------------------------------
                          Signature(s)

Number of Shares Held:            (Signatures   should   conform   to  names  as
                                  registered.  For jointly  owned  shares,  each
                                  owner should  sign.  When signing as attorney,
                                  executor, administrator,  trustee, guardian or
                                  officer  of a  corporation,  please  give full
title.)     

PLEASE MARK AND SIGN ABOVE AND RETURN PROMPTLY

-ii-

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
		6/30/01		3		28			10-Q
		11/23/99		23
For Period End:		11/8/99		3		28			8-K
Filed on:		9/28/99		4		23
		9/20/99		4		28
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