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.
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(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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<PAGE>
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / 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:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
[WHX LETTERHEAD]
April 26, 1999
Dear Fellow Stockholder:
WHX is a substantial stockholder in Global Industrial Technologies. As owner of
approximately 9.8% of the company, WHX IS COMMITTED TO MAXIMIZING THE VALUE OF
GLOBAL FOR ALL SHAREHOLDERS. We urge you to join us in our effort to obtain
maximum value for your investment. Global Industrial Technologies' Annual
Meeting is scheduled to take place on May 28, 1999. At that time, you will have
the opportunity to elect a nominee who can act on your behalf to keep pressure
on the Global board, and to vote on proposals that will send to Global's board
the strongest message that they should act NOW to maximize the value of Global
shares.
WE URGE YOU TO VOTE TO PROTECT YOUR INVESTMENT NOW BY SIGNING, DATING AND
RETURNING THE ENCLOSED BLUE PROXY CARD TODAY.
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WHX IS COMMITTED TO THE PROMPT SALE OF GLOBAL
TO THE HIGHEST BIDDER
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IF THE WHX NOMINEE IS ELECTED, HE WILL STRONGLY ADVOCATE THE IMMEDIATE SALE OF
GLOBAL TO THE HIGHEST BIDDER. IN FACT, WHX WOULD CONSIDER INCREASING ITS BID IF
GLOBAL COULD DEMONSTRATE GREATER VALUE. FURTHERMORE, WHX WOULD BE OPEN TO HIGHER
BIDS SHOULD THEY BECOME AVAILABLE. THE FACT IS, HOWEVER, THAT THE GLOBAL BOARD,
WHILE TOUTING ITS COMMITMENT TO SHAREHOLDER VALUE, HAS REFUSED TO NEGOTIATE WITH
WHX AND HAS SHUT OUT WHX FROM THE DISCUSSIONS.
Remember, the Global board made NO attempts to maximize the value of your shares
until AFTER WHX disclosed its position in Global. Left to its own devices, the
Global board has done nothing to act in your best interests. KEEP THE PRESSURE
ON THE BOARD TO DO THE RIGHT THING. Electing the WHX nominee to the Global board
will help to ensure that the Global board will pursue an open, honest process to
sell the company and maximize the value of your investment.
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CAN YOU RELY ON THE GLOBAL BOARD TO MAXIMIZE THE VALUE OF
YOUR INVESTMENT?
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WE BELIEVE YOU SHOULD KNOW SOME IMPORTANT FACTS ABOUT YOUR BOARD AND MANAGEMENT:
(1) Global's recent proxy statement discloses, among other things, that
Global repriced 312,700 stock options held by executive officers by
reducing their exercise prices from as much as $17.41 per share to
$6.91 per share. In total, almost one million employee stock options
were repriced to $6.91 per share. In our view, this is yet another
example of Global's board and management acting in their own
self-interest, at the expense of Global's stockholders.
(2) Numerous Global executives have been awarded "golden parachutes," many
of which include tax "gross-up" payments. These parachute payments
could be extremely costly to an acquiring company and we believe will
reduce the price that a potential acquiror is willing to pay for your
shares.
<PAGE>
(3) While Global's board and management have gone to considerable lengths
to deprive you of the opportunity to benefit from the WHX Offer, the
vesting of their new options was accelerated upon commencement of our
Offer.
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SEND YOUR BOARD A MESSAGE IT CAN'T IGNORE!
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We have summarized above just a few reasons why we believe your interests are
not represented by the Board and management of Global. AGAIN, WE WANT TO REMIND
YOU THAT WHX OWNS APPROXIMATELY 9.8% OF GLOBAL--A SUBSTANTIAL INTEREST IN THE
COMPANY. OUR INTERESTS ARE ALIGNED WITH YOURS.
WHX is committed to maximizing the value of Global. CONSEQUENTLY, WHX IS
COMMITTED TO THE PROMPT SALE OR RESTRUCTURING OF GLOBAL, SO THAT EVERY
STOCKHOLDER RECEIVES MAXIMUM VALUE FOR THEIR SHARES.
We believe that the presence of the WHX Nominee on the Global board is an
important and necessary step toward arranging a transaction that will maximize
the value of your shares. The enclosed proxy statement and supplement contain
important information concerning the Global Annual Meeting--please read them
carefully. WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD
TODAY.
Thank you for your support.
Sincerely,
Ronald LaBow
Chairman
================================================================================
IMPORTANT
O PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD TODAY IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
O DO NOT SIGN ANY WHITE PROXY CARD THAT YOU MAY RECEIVE FROM GLOBAL, EVEN
AS A PROTEST VOTE AGAINST GLOBAL'S BOARD AND MANAGEMENT.
IF YOU HAVE ANY QUESTIONS, OR NEED ASSISTANCE IN VOTING 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
================================================================================
<PAGE>
SUPPLEMENT TO
PROXY STATEMENT
OF
WHX CORPORATION
------------------------------------------------------------------------
1999 ANNUAL MEETING OF STOCKHOLDERS
OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
TO BE HELD
FRIDAY, MAY 28, 1999
------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD
This Supplement (the "Supplement") together with the attached
proxy statement (the "Proxy Statement") and the enclosed BLUE proxy card are
being furnished to stockholders of Global Industrial Technologies, Inc., a
Delaware corporation (the "Company") by WHX Corporation, a Delaware corporation,
and GT Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of WHX Corporation (collectively "WHX") in connection with the
solicitation of proxies from the Company's stockholders to be used at the 1999
Annual Meeting of Stockholders of the Company, including any adjournments or
postponements thereof and any special meeting which may be called in lieu
thereof (the "Annual Meeting"), to take the following actions: (i) to elect one
or more persons (collectively, the "WHX Nominee") to be nominated by WHX for
election as Class I Directors to the Board of Directors of the Company (the
"Board"), who are expected, subject to their fiduciary duties, to take all
actions as may be necessary to maximize value for the stockholders of the
Company; (ii) to approve a non-binding stockholder resolution (the "Classified
Board Resolution") urging the Board to take all appropriate steps to eliminate
classified director terms unless the classification of the Board is approved by
the holders of a majority of the Company's outstanding Shares (as defined
herein); and (iii) to approve a non-binding stockholder resolution (the "Poison
Pill Resolution") urging the Board to terminate the Company's Rights Agreement
(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 issued thereunder, unless the Rights Agreement is approved by the
holders of a majority of the Company's outstanding Shares.
According to the Company, the Annual Meeting is scheduled to
take place on Friday, May 28, 1999, and the record date for determining
stockholders entitled to notice of and to vote at the Annual Meeting has been
fixed as the close of business on April 8, 1999. On that date, the Company has
stated that 22,295,629 shares of common stock, par value $.25, (the "Shares")
were outstanding and entitled to vote at the Annual Meeting.
This Supplement and the BLUE proxy card are first being
furnished to the Company's stockholders on or about April 28, 1999. This
Supplement supplements and amends the attached Proxy Statement that was first
mailed to the Company's stockholders on February 19, 1999, and should be read in
conjunction with the Proxy Statement. Unless defined in this Supplement,
capitalized terms used in this Supplement shall have their respective meanings
as set forth in the attached Proxy Statement.
1. SCHEDULED EXPIRATION OF THE OFFER
On April 16, 1999, WHX extended its Offer to 5:00 p.m., New
York City time on May 20, 1999, unless further extended (as such date may be
extended, the "Expiration Date"). While WHX currently intends to extend its
Offer beyond the date of the Annual Meeting, there is no assurance that it will
do so.
<PAGE>
2. THE WHX NOMINEE.
The biographical information of the WHX Nominees set forth in
the Proxy Statement is amended to provide that Mr. Olshan is currently 71 years
old. Except as provided above, the information contained in the Proxy Statement
remains unchanged.
3. DIRECTORS AND EXECUTIVE OFFICERS OF WHX.
The information set forth in Schedule I to the Proxy Statement
is amended by Schedule I to this Supplement. Except as provided in Schedule I to
this Supplement, the information contained in the Proxy Statement remains
unchanged.
4. SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF
THE COMPANY.
The information set forth in Schedule III to the Proxy
Statement is amended as follows:
Set forth below is information regarding the Shares owned by
certain beneficial owners, directors, nominees and executive officers of the
Company. The following table shows the beneficial ownership of persons known to
the Company to be the beneficial owners of more than five percent of the
outstanding Shares as of April 12, 1999.
<TABLE>
<CAPTION>
Number of Shares of
Name And Address Of Beneficial Owner Common Stock Owned Percent Of Class
- ------------------------------------ ------------------ ----------------
<S> <C> <C>
WHX Corporation 2,173,800 9.749%
110 East 59th Street
New York, NY 10022
Franklin Resources 1,715,900(1) 7.696
One Parker Plaza
Ft. Lee, New Jersey 07724
</TABLE>
(1) Based upon a Form 13G filed with the Commission on or about
December 31, 1998.
The following table states the number of Shares owned by each
current director , nominee or executive officer of the Company and by all
directors, nominees and executive officers as a group as of December 31, 1998.
Except as otherwise indicated, each individual named has sole investment and
voting power with respect to the securities shown.
Names Shares Owned (1) Stock Units (2) Percent Of Class
----- ---------------- --------------- ----------------
Rawles Fulgham 52,000 0 .24%
David H. Blake 47,000 0 .21
Samuel B. Casey, Jr 46,259 0 .21
Richard W. Vieser 81,623 0 .37
Sheldon R. Erikson 0 0 0
Graham L. Adelman 141,034 9,433 .64
Juan M. Bravo 91,160 8,569 .41
-2-
<PAGE>
<TABLE>
<CAPTION>
Names Shares Owned (1) Stock Units (2) Percent Of Class
----- ---------------- --------------- ----------------
<S> <C> <C> <C>
George W. Pasley 85,771 1,863 .39
Jeanette H. Quay 7,218 3,161 .03
J.L. Jackson 451,550 58,963 2.04
All Directors and officers a group 1,220,059 83,315 5.64
</TABLE>
o Includes the following Shares subject to options granted under
various incentive compensation plans which are exercisable
within sixty days: 46,000 Shares for each of Messrs. Fulgham,
Blake, Casey, and Vieser; 111,450 Shares for Mr. Adelman;
79,500 Shares for Mr. Bravo; 85,250 Shares for Mr. Pasley;
5,783 Shares for Ms. Quay; 439,550 Shares for Mr. Jackson; and
1,119,333 Shares for all current directors and nominees and
executive officers as a group. Such Shares are considered to
be beneficially owned under the rules of the Commission and
are considered to be outstanding for the purpose of
calculating percentage ownership.
o Includes Shares which may be distributable after termination
of employment to persons included in the table who have
deferred payment of annual incentive compensation pursuant to
the Company's Deferred Compensation Plan. Stock Units
represent an additional exposure of such persons to changes in
the value of Shares which is not reflected in the column
"Shares Owned".
Except with respect to information relating to WHX
Corporation, and except as indicated above, the foregoing information has been
taken from the Company's Definitive Proxy Statement on Schedule 14A filed with
the Commission on April 16, 1999 (the "Company's Proxy Statement"). Other
information relating to the Company contained in the Proxy Statement and this
Supplement has been taken from the Company's Proxy Statement, the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, as amended, the
Company's Annual Report on Form 10-K for the year ended December 31, 1998 and
other documents on file with the Commission. Although WHX does not have any
information that would indicate that any information contained in the Proxy
Statement and the Supplement that has been taken from such documents is
inaccurate or incomplete, WHX does not take any responsibility for the accuracy
or completeness of such information.
5. OTHER MATTERS.
According to the Company's Proxy Statement, the Company is
soliciting proxies with respect to the following additional proposals at the
Annual Meeting: (i) to vote upon a shareholder proposal calling for the prompt
sale of the Company, and (ii) to vote upon a shareholder proposal calling for
the declassification of the Company's Board. Please refer to the Company's Proxy
Statement for a detailed description of these proposals, including various
arguments in favor of and against such proposals. WHX expresses no opinion and
makes no recommendations on these proposals. The accompanying BLUE proxy card
will be voted in accordance with your instructions on such card. You may vote
for approval of the shareholder proposals, vote against such proposals or
abstain from voting on such proposals by marking the proper box on the BLUE
proxy card. If no marking is made, you will be deemed to have given a direction
to abstain from voting the Shares represented by the BLUE proxy card with
respect to the approval of these shareholder proposals.
Except as set forth above, WHX is not aware of any matters to
be considered at the Annual Meeting. However, if any other matters properly come
before the Annual Meeting which WHX does not know, a reasonable time before the
Annual Meeting, are to be presented, including any motion to adjourn the Annual
Meeting prior to the taking of a vote on the election of directors and other
matters set forth in this Proxy Statement, the persons named in the BLUE proxy
card, or their substitutes, will vote in their discretion all Shares covered by
BLUE proxy cards with respect to such matters.
WHX CORPORATION
April 27, 1999
-3-
<PAGE>
SCHEDULE I
SUPPLEMENTAL INFORMATION CONCERNING
DIRECTORS AND EXECUTIVE OFFICERS OF WHX
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
- --------------------------------------- --------------------------------------
James G. Bradley....................... Executive Vice President. Executive
Vice President of WHX and President
and Chief Executive Officer of
Wheeling Pittsburgh Steel Corporation
("WPSC") since April 1998. President
and Chief Operating Officer of Koppel
Steel Company from October 1997 to
April 1998. Vice President of WHX from
October 1995 to October 1997.
Executive Vice President-Operations of
WPSC from October 1995 to October
1997. Vice President-Operations of
International Mill Service from May
1992 to October 1995. Director of
WesBanco, Inc. since August 1998.
William Goldsmith...................... Director. Management and Marketing
Fiber Fuel International, Inc. Consultant since 1984. Chairman of the
221 Executive Circle, Suite II Board of Nucon Energy Corp. since 1998
Savannah, GA 31406 and TMP, Inc. from January 1991 to
1993. Chairman of Overspin Golf since
1993. Chief Executive Officer of
Overspin Golf from January 1994
through October 1994. Chairman of the
Board and Chief Executive Officer of
Fiber Fuel International, Inc., from
1994 to 1997. Life Trustee to Carnegie
Mellon University since 1980.
Robert D. LeBlanc...................... Mr. LeBlanc is also a Director of
Church & Dwight Co., Inc., a consumer
products and specialty chemical
company.
Howard Mileaf.......................... Vice President -- General Counsel.
Vice President -- General Counsel of
WHX since May 1998; Vice President --
Special Counsel of WHX from April 1993
to April 1998. Trustee/Director of
Neuberger & Berman Equity Mutual
Funds, since 1984.
Paul J. Mooney......................... Vice President. Executive Vice
President of WPC and WPSC since
October 1997. National Director of
Cross Border Filing Services with the
Accounting, Auditing and SEC Services
department of PricewaterhouseCoopers
LLP from July 1996 to November 1997.
Accounting and Business Advisory
Services Department--Pittsburgh Site
Leader of PricewaterhouseCoopers LLP
from 1988 until June 1996. Client
Service and Engagement Partner of
PricewaterhouseCoopers LLP from 1985
until November 1997.
-4-
<PAGE>
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
- --------------------------------------- --------------------------------------
Raymond S. Troubh...................... Director. Financial Consultant for in
10 Rockefeller Plaza excess of past five years. Mr. Troubh
Suite 712 is also a director of ARIAD
New York, NY 10021 Pharmaceuticals, Inc., Becton,
Dickinson and Company, a medical
instrumentation and equipment company,
Diamond Offshore Drilling, Inc.,
Foundation Health Systems, Inc.,
General American Investors Company,
Olsten Corporation, a temporary help
company, Starwood Hotels & Resorts,
and Triarc Companies, Inc.,
restaurants and soft drinks. Trustee
of Microcap Liquidating Trust and
Petrie Stores Liquidating Trust.
-5-
<PAGE>
IMPORTANT
Tell your Board what you think! Your vote is important. No matter how
many Shares you own, please give WHX your proxy FOR the election of WHX Nominee,
FOR approval of the Classified Board Resolution and FOR approving the Poison
Pill Resolution by taking four steps:
1. SIGNING the enclosed BLUE proxy card,
2. DATING the enclosed BLUE proxy card,
3. MAILING the enclosed BLUE proxy card TODAY in the envelope
provided (no postage is required if mailed in the United
States), and
4. AFTER signing the enclosed BLUE proxy card, do not sign any
other cards. Do not even vote "against" on the Company's white
proxy card; rather, discard any white proxy cards sent to you
by the Company.
If you have already submitted a proxy to the Company for the Annual
Meeting, you may change your vote by signing, dating and returning the enclosed
BLUE proxy card for the Annual Meeting, which must be dated after any proxy you
may have previously submitted to the Company. Only your latest dated proxy
counts.
If any of your Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution, only it can vote such Shares and only upon
receipt of your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the BLUE proxy
card representing your Shares. WHX urges you to confirm in writing your
instructions to WHX in care of at the address provided below so that WHX will be
aware of all instructions given and can attempt to ensure that such instructions
are followed.
If you have any questions about voting your Shares or require any
additional information, please contact, Innisfree M&A Incorporated at the
address or number set forth below.
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
CALL TOLL FREE (888) 750-5834
OR
BANKS AND BROKERS CALL (212) 750-5833 (COLLECT)
-6-
<PAGE>
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:
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 THE WHX
LISTED ABOVE NOMINEE(S) LISTED ABOVE
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below. 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.
I withhold authority to vote for the following nominee(s):
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, 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
<PAGE>
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.
DATED: _________________________________, 1999.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
-------------------------------------------------------
(Signature)
-------------------------------------------------------
(Signature, if held jointly)
-------------------------------------------------------
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE!
