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
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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:
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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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(4) Date Filed:
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FOR IMMEDIATE RELEASE
WHX SEEKS CERTIFICATION OF GIX SHAREHOLDER VOTE
New York (June 9, 1999) -- WHX Corporation (NYSE: WHX) announced today that it
has filed a complaint for relief in the Delaware Chancery Court seeking to
declare that Ronald LaBow was validly elected to Global Industrial Technologies'
(NYSE: GIX) board of directors and that the stockholder proposals advanced by
WHX were validly adopted at Global's 1999 annual meeting of stockholders held on
June 7, 1999.
The complaint alleges that Mr. LaBow received in excess of 2 million votes more
than Global's nominee and states that the purported adjournment for ten days was
a transparent effort to prevent stockholders from electing their director of
choice. Additionally, stockholders were prevented from voting on two WHX
stockholder proposals, each of which were believed to have won overwhelming
stockholder support. WHX's complaint seeks an order declaring that the
adjournment was in violation of Delaware law and that the results of the annual
meeting on June 7, 1999 be certified.
WHX, along with GT Acquisition Corp., Mr. Ronald LaBow and Mr. Marvin Olshan,
may be deemed to be participants in the solicitation of proxies in connection
with the 1999 Annual Meeting of Global.
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 Corp., a co-owner of a racetrack
and video lottery facility located in Wheeling, West Virginia.
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Contacts:
Abernathy MacGregor Frank
Patricia Sturms/Kate Huneke
(212) 371-5999
