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:
- --------------------------------------------------------------------------------
(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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<PAGE>
FOR IMMEDIATE RELEASE
WHX ANNOUNCES SUPPORT OF INSTITUTIONAL SHAREHOLDER
SERVICES IN
GLOBAL INDUSTRIAL TECHNOLOGIES PROXY FIGHT
New York - May 24, 1999 - WHX Corporation (NYSE: WHX) today announced
that Institutional Shareholder Services ("ISS"), the nation's leading voting
advisory service, has recommended that its clients, including institutional
investors, mutual funds and other fiduciaries, support WHX's platform at the May
28th Annual Meeting of Global Industrial Technologies (NYSE: GIX). ISS
recommends that GIX shareholders support the WHX proposals on the blue proxy
card, including the election of the WHX Nominee, the declassification of the
Board and submitting the redemption of the poison pill to a vote of Global
shareholders.
In its report, ISS noted Mr. LaBow's track record of delivering value from
deals, commenting that "achieving value is what this contest is all about." ISS
added, "The mere presence of Mr. LaBow has value."
Ron LaBow, chairman of WHX, said, "We appreciate ISS's support and will continue
to work diligently toward our goal of maximizing value for all Global
shareholders."
As previously announced on May 21, 1999, WHX increased its cash tender offer for
any and all outstanding shares of Global Industrial Technologies, Inc. to $11.50
per share. In connection with this enhanced proposal, the tender offer has been
extended through 12:00 midnight, New York City time, on Friday, June 4, 1999.
WHX is one of the largest shareholders of GIX, with 2,173,800 shares currently
owned, representing approximately 9.8% of the outstanding shares. WHX, along
with GT Acquisition Corp., Mr. Ronald LaBow and Mr. Marvin Olshan, may be deemed
to be participants in the soliciation of proxies in connection with the 1999
Annual Meeting of Global.
The tender offer remains subject to, among other things, the Rights Condition,
the Supermajority Condition, the Business Combination Condition and the
Defensive Action Condition, all as described in the Offer to Purchase previously
mailed to Global stockholders.
WHX is a holding company that has been structured to invest in and/or acquire a
diverse group of businesses on a decentralized basis. WHX's primary businesses
currently are Handy & Harman, a diversified manufacturing company whose
strategic business segments encompass, among others, specialty wire and tubing,
and precious metals plating, stamping and fabrication, and Wheeling-Pittsburgh
Steel Corporation, a vertically integrated manufacturer of value-added and flat
rolled steel products. WHX's other businesses include Unimast Incorporated, a
leading manufacturer of steel framing and other products for commercial and
residential construction and WHX Entertainment
<PAGE>
Corp., a co-owner of a racetrack and video lottery facility located in Wheeling,
West Virginia.
# # #
Contacts:
Abernathy MacGregor Frank
Patricia Sturms/Kate Huneke
(212) 371-5999
