EXHIBIT 3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No. 2 (this "Amendment") to the Rights Agreement (the
"Rights Agreement") dated as of July 29, 1998, as amended on March 17, 1999,
between Bethlehem Steel Corporation, a Delaware corporation (the "Company")
and First Chicago Trust Company of New York, a New York corporation (the
"Rights Agent"), is entered into between the Company and the Rights Agent as
of December 30, 1999.
WHEREAS the Company has duly authorized the execution and delivery of
this Amendment and all things necessary to make this Amendment a valid
agreement of the Company have been done. This Amendment is entered into
pursuant to Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Defined Terms. Terms defined in the Rights Agreement and used and not
otherwise defined herein shall have the meanings given to them in the Rights
Agreement.
2. Amendment of Section 1. Section 1 of the Rights Agreement is amended to
add the following sentence at the end of Section 1(a) thereof:
"In addition to the foregoing, the term "Acquiring Person" shall include
any Person who has filed or shall file a Notification and Report Form under
the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 in connection with a
purchase of shares of Common Stock and who, together with all Affiliates and
Associates of such Person, is as of the date of the adoption of this sentence,
or hereafter shall be or become, the Beneficial Owner of 5% or more of the
shares of Common Stock then outstanding; provided, however, that the
provisions of this sentence shall not apply to (i) any Person who, together
with all Affiliates and Associates of such Person, on the date hereof or prior
to the first public announcement of the adoption of this sentence,
Beneficially Owns 5% or more of the shares of Common Stock outstanding, unless
and until such Person or its Affiliates and Associates shall after the first
public announcement of the adoption of this sentence become the Beneficial
Owner of additional shares of Common Stock representing 1% or more of the
shares of Common Stock then outstanding (unless, upon becoming the Beneficial
Owner of such additional 1% or more of the shares of Common Stock then
outstanding, such Person,
2
together with all Affiliates and Associates of such Person, is not the
Beneficial Owner of 5% or more of the shares of Common Stock then outstanding)
or (ii) any Person who becomes the Beneficial Owner of 5% or more of the
shares of Common Stock then outstanding as a result of a reduction in the
number of shares of Common Stock outstanding due to the repurchase of shares
of Common Stock by the Company unless and until such Person, after becoming
aware that such Person has become the Beneficial Owner of 5% or more of the
then outstanding shares of Common Stock, acquires beneficial ownership of
additional shares of Common Stock representing 1% or more of the shares of
Common Stock then outstanding."
3. Effectiveness. This Amendment shall be deemed effective as of December
30, 1999, as if executed on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
4. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such state. This Amendment may
be executed in any number of counterparts, each of such counterparts shall for
all purposes be deemed an original and all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
Attest: BETHLEHEM STEEL CORPORATION,
/s/ by /s/ X. X. Xxxxxxxxxxx
----------------------------- ------------------------------
Title: Assistant Name: X. X. Xxxxxxxxxxx
Secretary Title: Vice Chairman & CFO
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK,
/s/ by /s/ Xxxxxxx X. Xxxxx
-------------------------------- -------------------------------
Title: Assistant Vice Name: Xxxxxxx X. Xxxxx
President Title: Vice President
