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:
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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 LETTERHEAD]
May 21, 1999
Dear Fellow Stockholder:
WHX announced yesterday that it increased its offer for your shares to $11.50
cash per share, clearly demonstrating again its commitment to maximizing
stockholder value for ALL Global stockholders. But we need your support to
ensure that you realize the benefits of our campaign. We urge you to vote the
BLUE card FOR election of the WHX Nominee and the WHX Proposals TODAY.
TIME IS CRITICAL -- DON'T BE FOOLED!
The May 28th Annual Meeting is just one week away. THIS MAY BE YOUR ONLY CHANCE
TO ELECT A DIRECTOR COMMITTED TO MAXIMIZING THE VALUE OF YOUR INVESTMENT IN
GLOBAL -- 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.
On the other hand, a vote NOW FOR the WHX Nominee on the BLUE card will
accomplish three critical steps toward maximizing value for ALL stockholders:
1. ELECTING THE WHX NOMINEE NOW WILL SEND A STRONG MESSAGE TO THE BOARD THAT
YOU WILL NOT STAND FOR FURTHER EXCUSES, PROCRASTINATION AND CONFUSION.
The company itself can't seem to get its story straight on the status of
its "discussions." Tell them NOW that they must commit to selling the
company promptly to the highest bidder for the benefit of Global
stockholders.
2. ELECTING THE WHX NOMINEE NOW WILL PROVIDE YOU WITH AN ADVOCATE ON THE
BOARD WITH A STRONG TRACK RECORD OF MAXIMIZING STOCKHOLDER VALUE.
Remember, in 1995, WHX waged a proxy fight to represent stockholder
interests on Teledyne's Board and pushed for sale of the company. A year
later, with Ron LaBow on the Board, Teledyne was sold to a third party
for a substantial premium. In March 1998, WHX acquired Handy & Harman for
$35.25 per share, a premium of more than 58% over the trading price of
the shares on the day before announcement of the offer. In March 1997,
WHX offered to purchase Dynamics Corporation for $40.00 per share. When
the company was sold to CTS Corporation for $56.25 per share stockholders
ultimately realized a gain of 70% from the trading price of the shares on
the day immediately prior to WHX's offer.
As a current owner of approximately 9.8% of Global, WHX believes its
interests are directly aligned with yours. We believe that current
management's recent actions in lowering the poison pill threshold,
repricing stock options, and awarding themselves lucrative golden
parachutes demonstrates all too clearly whose interests they serve.
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3. ELECTING THE WHX NOMINEE NOW WILL PROVIDE YOU WITH LEVERAGE FOR THE
FUTURE. If the Board is not effective in maximizing value within the next
year, you will have the opportunity to take control of the Board at the
next Annual Meeting, when two seats will be up for election. Under the
company's current charter provisions, THERE IS NO OTHER WAY TO MAKE SURE
YOUR VOICE IS HEARD.
THE VALUE OF YOUR INVESTMENT IS AT STAKE!
PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE CARD TODAY!
Thank you for your support.
Sincerely,
/s/ Ronald LaBow
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Ronald LaBow
Chairman
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TIME IS SHORT!
If you need assistance in the last-minute voting of
your shares, please contact the firm assisting us in
the solicitation of proxies:
INNISFREE M&A INCORPORATED
TOLL-FREE: (888) 750-5834
BANKS AND BROKERS CALL COLLECT: (212) 750-5833
REMEMBER--IF YOU HAVE ALREADY VOTED, OR WISH TO CHANGE YOUR VOTE, YOU
HAVE EVERY RIGHT TO DO SO.
ONLY YOUR LATEST-DATED PROXY COUNTS!
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