SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
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(Name of Registrant as Specified In Its Charter)
WHX CORPORATION
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(Name of Persons(s) Filing Proxy Statement)
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:
- --------------------------------------------------------------------------------
/ / 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:
- --------------------------------------------------------------------------------
(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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Return Address
PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
WHX CORPORATION
May 21, 1999
Dear Fellow Stockholder:
TIME IS CRITICAL--DON'T BE FOOLED!
Global's May 28th Annual Meeting is only a week away, and we think you should
know these important facts:
o Yesterday, WHX announced that it increased its offer for your shares to
$11.50 cash per share, clearly demonstrating its commitment to maximizing
shareholder value for ALL Global shareholders.
o The May 28th stockholders' meeting may be your only chance to elect a
director committed to maximizing the value of your investment - we urge
you not to let it slip by. Due to the company's anti-takeover provisions
and its "classified board," if the WHX Nominee is not elected, Global
stockholders would be powerless to cause the Board to accept any offer
not approved by the Board--no matter how high the price--for at least two
years!
o A vote FOR the WHX Nominee will provide you with an advocate on the Board
with a strong track record of maximizing shareholder value--ensuring that
your voice is heard.
THE VALUE OF YOUR INVESTMENT IS AT STAKE! VOTE THE BLUE CARD FOR ELECTION OF THE
WHX NOMINEE AND THE WHX PROPOSALS TODAY. REMEMBER, ONLY YOUR LATEST DATED PROXY
COUNTS!
Since time is short and your vote critical, we have established a method which
will enable you to vote by toll-free ProxyGram. Please follow the simple steps
listed below.
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If you have any questions or need assistance in the last- minute voting of your
shares, please call our proxy solicitors, Innisfree M&A Incorporated, toll-free
at 888- 750-5834.
Thank you for your support.
Sincerely,
/s/ Ronald LaBow
Ronald LaBow
Chairman
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE
COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00 midnight
eastern time.
2. Tell the operator that you wish to send a collect ProxyGram to ID No.
8202 WHX Corporation in opposition to Global Industrial Technologies,
Inc.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: (NA.1)
Broker: (Broker)
Control number: (ControlNum)
Number of shares: (NumShares)
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. 1999 ANNUAL MEETING OF
STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF WHX CORPORATION
The undersigned appoints Ronald LaBow and Marvin L. Olshan and each of them,
attorneys and agents with full power of substitution to vote all shares of
common stock of Global Industrial Technologies, Inc. (the "Company") which the
undersigned would be entitled to vote if personally present at the 1999 Annual
Meeting of Stockholders of the Company, and including at any adjournments or
postponements thereof and at any special meeting called in lieu thereof, as
follows:
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WHX CORPORATION RECOMMENDS A VOTE FOR THE ELECTION OF THE WHX NOMINEE NAMED
BELOW, FOR THE CLASSIFIED BOARD RESOLUTION UNDER ITEM 2 AND FOR THE POISON PILL
RESOLUTION UNDER ITEM 3. WHX MAKES NO RECOMMENDATION AS TO THE PROPOSALS SET
FORTH IN ITEMS 4 AND 5.
1. ELECTION OF DIRECTORS: To elect Ronald LaBow to serve as a Class I
Director of the Company. Marvin L. Olshan will be voted to be elected
to serve as a Class I Director in the event that (a) the Company
purports to increase the number of directorships to six or more, and/or
(b) in the event that Mr. LaBow is unable for any reason to serve as a
Director.
( ) FOR THE WHX NOMINEE(S) ( ) WITHHOLD AUTHORITY FOR
LISTED ABOVE THE WHX NOMINEE(S)
LISTED ABOVE
INSTRUCTION: To withhold authority to vote for any individual nominee, give that
nominee's name to the operator. In the event that the Company purports to
increase the number of directorships to six or more, a vote FOR the WHX Nominees
shall serve as a vote FOR both Ronald LaBow and Marvin L. Olshan. In such event,
a vote to WITHHOLD AUTHORITY for Ronald LaBow shall serve as a vote to WITHHOLD
AUTHORITY for both Ronald LaBow and Marvin L. Olshan.
2. CLASSIFIED BOARD RESOLUTION PROPOSED BY WHX. To adopt the following
resolution: "RESOLVED, that unless the classification of the Board of
Directors is approved by an affirmative vote of a majority of the
stockholders at a meeting of stockholders to be called by the Board for
such purpose, the stockholders of Global Industrial Technologies, Inc.
(the "Company") hereby request that the Company's Board of Directors
promptly take all appropriate steps to amend its Certificate of
Incorporation to eliminate the classification of the Board of Directors
and to require that all Directors stand for election annually, all in a
manner permitted by applicable law."
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. POISON PILL RESOLUTION PROPOSED BY WHX. To adopt the following
resolution: "RESOLVED, that the stockholders of Global Industrial
Technologies, Inc. (the "Company"), hereby request that the Board of
Directors of the Company terminate the Rights Agreement dated as of
October 31, 1995, as amended on February 16, 1998, September 18, 1998,
October 5, 1998 and February 9, 1999 and redeem the rights distributed
thereunder,
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unless the Rights Agreement is approved by an affirmative vote of a
majority of the stockholders at a meeting of stockholders to be called
by the Board for such purpose, and that this policy of stockholder
approval apply to all "rights plans" considered at any time by the
Board."
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. To adopt a shareholder proposal calling for the prompt sale of the
Company.
( ) FOR ( ) AGAINST ( ) ABSTAIN
5. To adopt a shareholder proposal calling for the declassification of the
Board of Directors.
( ) FOR ( ) AGAINST ( ) ABSTAIN
6. In their discretion with respect to any other matters as may properly
come before the Annual Meeting.
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares of common stock of the Company held by
the undersigned, and hereby ratifies and confirms all actions the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this proxy will be voted as directed above.
If no direction is indicated with respect to proposals 1, 2, 3 and 6, this proxy
will be voted FOR the election of the WHX Nominee and FOR the proposals set
forth in Items 2 and 3 above and in the manner set forth in Item 6 above. If no
direction is made with respect to proposals 4 and 5, this proxy will be treated
as a direction to abstain from voting with respect to such proposals.
This proxy will be valid until the sooner of one year from the date indicated
below and the completion of the Annual Meeting.
Please give name to the operator exactly as name appears on this proxy. When
shares are held jointly, joint owners should each sign. Executors,
administrators, trustees, etc., should indicate the capacity in which signing.
