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))
/X/ Definitive Proxy Statement
/ / 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.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
PROXY STATEMENT
OF
WHX CORPORATION
------------------------------------
1999 ANNUAL MEETING OF STOCKHOLDERS
OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
------------------------------------
PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD
This 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 and October 5, 1998 and redeem the Rights
(as defined herein) issued thereunder, unless the Rights Agreement is approved
by the holders of a majority of the Company's outstanding Shares. As nominees
for director, Messrs. Ronald LaBow and Marvin L. Olshan are also deemed to be
participants in this proxy solicitation. The principal executive offices of the
Company are located at 2121 San Jacinto Street, Suite 2500, Dallas, Texas 75201.
This Proxy Statement and the BLUE proxy card are first being furnished to the
Company's stockholders on or about February 19, 1999.
The Company has not yet announced the record date for determining
stockholders entitled to notice of and to vote at the Annual Meeting (the
"Record Date") or the date of the Annual Meeting. In the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on December 23, 1998, the
Company stated that due to the change in the Company's fiscal year-end from
October 31 to December 31, the Annual Meeting would need to be held later than
March 17, 1999, but a definitive date has not been announced. Stockholders of
record at the close of business on the Record Date will be entitled to one vote
at the Annual Meeting for each Share (as defined herein) held on the Record
Date. WHX (through its wholly-owned subsidiaries), along with all of the
participants in this solicitation, is the beneficial owner of an aggregate of
2,173,800 Shares which represents approximately 9.9% of the Shares outstanding
(based on information publicly disclosed by the Company). WHX intends to vote
such Shares for the election of the WHX Nominee, for the adoption of the
Classified Board Resolution and for the adoption of the Poison Pill Resolution.
THIS SOLICITATION IS BEING MADE BY WHX AND NOT ON BEHALF OF THE BOARD
OF DIRECTORS OR MANAGEMENT OF THE COMPANY.
On December 17, 1998, WHX commenced a tender offer, as set forth in the
Offer to Purchase dated December 17, 1998 (the "Offer to Purchase") and the
Tender Offer Statement on Schedule 14D-1, filed by WHX with the Commission, of
which the Offer to Purchase is an exhibit. The tender offer is for any and all
of the outstanding shares of common stock of the Company, par value $.25 per
share (the "Shares"), including the Preferred Stock Purchase
<PAGE>
Rights (the "Rights") issued pursuant to the Rights Agreement , at a price of
$10.50 per Share (including the associated Right), net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase and in the related letter of transmittal (the "Letter
of Transmittal") (which, as amended from time to time, together constitute the
"Offer"). The purpose of the Offer and the Proposed Merger (as defined herein)
is for WHX to acquire control of, and ultimately the entire equity interest in,
the Company. See "Background & Recent Events."
WHX is soliciting proxies to obtain Board representation as a
significant stockholder of the Company and to demonstrate stockholder
disapproval of Board actions which discourage acquisition proposals. Currently,
as a result of the Company's anti-takeover defenses, WHX is unable to consummate
the Offer. The Offer is subject to the following conditions: (i) the Rights
having been redeemed by the Board or WHX being satisfied, in its reasonable
judgment, that the Rights are invalid or otherwise inapplicable to the Offer
(the "Rights Condition"); (ii) WHX being satisfied, in its reasonable judgment,
that the Proposed Merger can be consummated without the need for a supermajority
vote of the Company's stockholders pursuant to Article VI of the Company's
Certificate of Incorporation (the "Supermajority Condition"); (iii) WHX being
satisfied, in its reasonable judgment, that the provisions of Section 203 of the
Delaware General Corporation Law have been complied with or are invalid or
otherwise inapplicable to the Offer and the Proposed Merger (the "Business
Combination Condition"); and (iv) the Company not having entered into or
effectuated any agreement or transaction with any person or entity (including
its stockholders) having the effect of impairing WHX's ability to acquire the
Company or otherwise diminishing the expected economic value to WHX of the
acquisition of the Company, or the Company not postponing the Annual Meeting
beyond May 31, 1999 or taking any other action that would impede the WHX's
ability to nominate one or more directors for election or its ability to make
any other proposals to be voted upon by stockholders at such meeting. On the
date hereof, each of the Rights Condition, the Supermajority Condition and the
Business Combination Condition have not been satisfied.
WHX recognizes that all of the conditions to the Offer set forth in the
preceding paragraph can not be satisfied without the approval of the Board. Even
if the WHX Nominee is elected to the Board and the Classified Board Resolution
and the Poison Pill Resolution are approved, the conditions to the Offer will
not be satisfied without support from two or more of the incumbent members of
the Board. WHX believes, however, that stockholder support for the proposals set
forth in this Proxy Statement may encourage the Board to maximize stockholder
value through the sale of the Company to the highest bidder, whether pursuant to
the Offer or otherwise, and/or to take appropriate steps to remove certain
anti-takeover mechanisms that were adopted without the approval of the Company's
stockholders.
Since the Company's By-laws do not permit WHX to call a special meeting
of stockholders, the proposals set forth in this Proxy Statement can not be
submitted to a stockholder vote until the Annual Meeting. The Offer is currently
scheduled to expire at 5:00 p.m., New York City time, on February [16], 1999,
unless further extended (as such date may be extended, the "Expiration Date").
Accordingly, the Offer may expire prior to the Annual Meeting.
While WHX currently intends to continue to extend the Expiration Date in an
incremental manner until after the Annual Meeting, there is no assurance that it
will do so.
THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR
AN OFFER WITH RESPECT THERETO. THE OFFER IS BEING MADE ONLY BY MEANS OF THE
OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL.
WHX is soliciting proxies for the election of the WHX Nominee to the
Board of Directors of the Company as a Class I Director, for the adoption of the
Classified Board Resolution and for the adoption of the Poison Pill Resolution.
WHX is not aware of any other proposals to be brought before the Annual Meeting.
However, should other proposals be brought before the Annual Meeting, the
persons named as proxies in the enclosed BLUE proxy card will vote on such
matters in their discretion.
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<PAGE>
IMPORTANT
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
WHX URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD TODAY TO
VOTE FOR ELECTION OF THE WHX NOMINEE, FOR THE APPROVAL OF THE CLASSIFIED BOARD
RESOLUTION AND FOR THE APPROVAL OF THE POISON PILL RESOLUTION.
THE WHX NOMINEE IS COMMITTED, SUBJECT TO HIS FIDUCIARY DUTY TO THE
COMPANY'S STOCKHOLDERS, TO GIVING ALL THE COMPANY'S STOCKHOLDERS THE OPPORTUNITY
TO RECEIVE THE MAXIMUM VALUE FOR THEIR SHARES. A VOTE FOR THE WHX NOMINEE,
APPROVAL OF THE CLASSIFIED BOARD RESOLUTION AND APPROVAL OF THE POISON PILL
RESOLUTION WILL ENABLE YOU--AS THE OWNERS OF THE COMPANY--TO SEND A MESSAGE TO
THE BOARD THAT YOU ARE COMMITTED TO MAXIMIZING THE VALUE OF YOUR SHARES AND THAT
THE CLASSIFIED BOARD STRUCTURE AND RIGHTS AGREEMENT SHOULD BE ELIMINATED.
IF YOUR SHARES ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN AND DATE
THE ENCLOSED BLUE PROXY CARD AND RETURN IT TO WHX, C/O INNISFREE M&A
INCORPORATED IN THE ENCLOSED ENVELOPE TODAY. IF ANY OF YOUR SHARES ARE HELD IN
THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION ON THE
RECORD DATE, 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 ON YOUR BEHALF THE BLUE PROXY CARD.
WHX URGES YOU TO CONFIRM YOUR INSTRUCTIONS IN WRITING TO THE PERSON RESPONSIBLE
FOR YOUR ACCOUNT AND TO PROVIDE A COPY OF SUCH INSTRUCTIONS TO WHX, C/O
INNISFREE M&A INCORPORATED, WHO IS ASSISTING IN THIS SOLICITATION, AT THE
ADDRESS AND TELEPHONE NUMBERS SET FORTH BELOW AND ON THE BACK COVER OF THIS
PROXY STATEMENT, SO THAT WHX MAY BE AWARE OF ALL INSTRUCTIONS AND CAN ATTEMPT TO
ENSURE THAT SUCH INSTRUCTIONS ARE FOLLOWED.
If you have any questions regarding your proxy, or need assistance in
voting your Shares, please call:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call toll-free: (888) 750-5834
Bankers and Brokers Call Collect: (212) 750-5833
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<PAGE>
PROPOSAL ONE-- ELECTION OF CLASS I DIRECTORS
WHY YOU SHOULD VOTE FOR THE WHX NOMINEE
WHX believes that the election of the WHX Nominee represents the best
means for the Company's stockholders to maximize the value of their Shares. As
one of the largest stockholders of the Company, WHX has a vested interest in the
maximization of the value of the Shares.
WHX is committed to the prompt sale or restructuring of the Company and
to giving all of the Company's stockholders an opportunity to receive maximum
value for their Shares. If elected, the WHX Nominee is expected to take all
actions, subject to his fiduciary duties to the Company's stockholders, to
maximize stockholder value, either through the sale of the Company to the
highest bidder and on the most favorable terms available to the Company or,
alternatively, through a restructuring or recapitalization designed to
accomplish these objectives. Although WHX currently believes the Offer and the
Proposed Merger provide the best chance for the stockholders to receive the
maximum value for their Shares, we support the prompt sale of the Company to the
highest bidder, whether in cash or some other form of consideration, or any
other transaction or series of transactions that will serve to accomplish this
goal. Neither WHX (nor to its knowledge, any other person on WHX's behalf) has
made or undertaken any analyses or reports as to whether stockholder value will
be maximized as a result of this solicitation or obtained reports from
consultants or other outside parties as to whether the proposals presented
herein would have an effect on stockholder value. There can be no assurance that
stockholder value will be maximized as a result of this solicitation, the
election of the WHX Nominee or the other proposals presented herein.
WHX's Offer of $10.50 per Share represented a premium of approximately
25% over the $8.38 reported closing sales price of the Company's Shares on the
NYSE Composite Tape on the last trading day prior to WHX's announcement of the
Offer. In addition, on the day prior to WHX's initial public disclosure of its
investment in the Company, the closing sales price was $7.38 per Share. The
following table sets forth, for the quarters indicated, the high and low sales
prices per Share on the NYSE as reported in the Company's Annual Report on Form
10-K for the year ended October 31, 1997 for periods in 1996 and 1997 and as
reported by published financial sources with respect to periods in 1998, which
were changed to correspond with the change in the Company's fiscal year from
October 31 to December 31. On February 10, 1999, the reported closing sales
price of the Shares on the NYSE Composite Tape was $10.63 per Share:
HIGH LOW
QUARTER ENDED:
January 31, 1996............................... $22 3/4 $16 1/2
April 30, 1996................................. 25 18 3/8
July 31, 1996.................................. 20 5/8 16
October 31, 1996............................... 20 1/8 16 1/8
QUARTER ENDED:
January 31, 1997............................... $22 1/2 $16 1/8
April 30, 1997................................. 19 1/4 16 7/8
July 31, 1997.................................. 20 3/4 16 3/4
October 31, 1997............................... 21 5/8 15 11/16
TWO MONTHS ENDED
December 31, 1997.............................. $18 9/16 $16 1/16
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<PAGE>
HIGH LOW
QUARTER ENDED:
March 31, 1998................................. $17 3/8 $14 9/16
June 30, 1998.................................. 18 5/8 13 3/4
September 30, 1998............................. 15 3/8 5 9/16
December 31, 1998 ............................. 10 11/16 10 1/8
If elected, the WHX Nominee will constitute a minority of the current
five members of the Board. Under the Company's Certificate of Incorporation and
Bylaws, a majority of the whole Board constitutes a quorum, and Board action may
be taken by a vote of a majority of the directors when a quorum is present.
Accordingly, the WHX Nominee would not be able, without the support of at least
two other Board members, to influence any Board action.
Nonetheless, if elected, the WHX Nominee will, subject to his fiduciary
duties, seek to convince other members of the Board to vote with him to arrange
a prompt sale of the Company to the highest bidder, or another transaction or
series of transactions that will serve to maximize stockholder value. The WHX
Nominee would expect that bids would be evaluated based on, among other things,
the value of the consideration offered, the ability of the bidder to finance the
bid, the quality of any non-cash consideration offered (including the financial
condition of any bidder offering non-cash consideration), and the timing and
likelihood of consummation of the proposed transaction in light of any required
financing or regulatory approvals.
To date, the incumbent Board has resisted the attempts by WHX to
acquire the Company and has not disclosed any alternative proposals. Moreover,
the incumbent Board has resisted the opportunity to meet with WHX to discuss
either the Offer or any alternative proposals which the Board might be
considering. If no viable bids in excess of the price offered by WHX pursuant to
the Offer are received, the WHX Nominee would also seek to convince other
members of the Board to vote with him to take all steps necessary to permit the
Offer and the Proposed Merger to proceed as promptly as practicable. However, as
mentioned above, the WHX Nominee will fill only one of the five seats on the
Board and there can be no assurance that the Board will seek to sell the Company
to WHX, even if the WHX Nominee is elected.
THE WHX NOMINEE
WHX is proposing that the stockholders of the Company elect the WHX
Nominee to the Board at the Annual Meeting. Mr. Ronald LaBow (the "WHX Initial
Nominee") will be nominated to be elected to succeed Samuel B. Casey, Jr., who
is the current Class I Director (or any Director named to fill any vacancy
created by the death, retirement, resignation or removal of such Director) of
the Company. Mr. Marvin L. Olshan (the "WHX Conditional Nominee") will be
nominated to be elected (i) in the event that the Company purports to increase
the number of directorships pursuant to Article IX of the Certificate of
Incorporation of the Company to six, and/or (ii) in the event that the WHX
Initial Nominee is unable for any reason to serve as a Director. Additional
nominations made pursuant to the preceding clause (i) are without prejudice to
the position of WHX that any attempt to increase the size of the Board
constitutes an unlawful manipulation of the Company's corporate machinery to
disenfranchise the Company's stockholders. If required, WHX intends to
distribute to the stockholders of the Company supplemental materials in the
event that the Board takes action after the date of this Proxy Statement to
increase the number of Directors of the Company.
The following table sets forth the name, business address, present
principal occupation, and employment and material occupations, positions,
offices, or employments for the past five years of the WHX Initial Nominee and
the WHX Conditional Nominee. This information has been furnished to WHX by the
WHX Initial Nominee and the WHX Conditional Nominee. Where no date is given for
the commencement of the indicated office or position, such office or position
was assumed prior to January 1, 1994. Each person listed below is a citizen of
the United States.
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<PAGE>
<TABLE>
<CAPTION>
Principal Occupation and Business Experience During
Name, Principal Business Address and Age the Last Five Years; Current Directorships
- ---------------------------------------------------------- ---------------------------------------------------------
<S> <C>
Ronald LaBow (64) Chairman of the Board of WHX. President of Stonehill
110 East 59th Street Investment Corp. since February 1990. Director of
New York, NY 10022 Regency Equities Corp., a real estate company.
Marvin L. Olshan (70) Director and, since 1991, Secretary of WHX. Partner,
Olshan Grundman Frome Rosenzweig & Wolosky Olshan Grundman Frome Rosenzweig & Wolosky
LLP LLP, since 1956.
505 Park Avenue
New York, NY 10022
</TABLE>
Neither the WHX Initial Nominee nor the WHX Conditional Nominee will
receive any compensation from WHX for his services as a Director of the Company.
WHX has agreed to indemnify the WHX Initial Nominee and the WHX Conditional
Nominee against any costs, expenses and other liabilities associated with his
nomination and the election contest. The WHX Initial Nominee and the WHX
Conditional Nominee have executed written consents agreeing to be a nominee for
election of Director of the Company and to serve as a Director if so elected.
Neither the WHX Initial Nominee nor the WHX Conditional Nominee have been
convicted in any criminal proceedings (excluding traffic violations or similar
misdemeanors) over the past ten years.
According to the Company's public filings, if elected as a Director,
the WHX Initial Nominee and/or the WHX Conditional Nominee would receive an
annual retainer of $20,000 for Board membership, $2,500 for each committee
membership, $1,000 for service as the chairman of a committee, and $1,000 for
each day on which one or more meetings of the Board or any committee thereof was
attended. A fee of $350 is paid for Board or committee meetings attended by
telephone. In addition, each non-employee director may be paid a fee of $1,000
for each day on which he is engaged in company business, other than attendance
at meetings of the Board or any committee thereof, at the request of the
Chairman of the Board.
Neither the WHX Initial Nominee nor the WHX Conditional Nominee is
adverse to the Company or any of its subsidiaries in any material pending legal
proceedings.
WHX does not expect that the WHX Initial Nominee will be unable to
stand for election, but, in the event that such person is unable to do so, the
Shares represented by the enclosed BLUE proxy card will be voted for the WHX
Conditional Nominee. In addition, WHX reserves the right to nominate substitute
or additional persons if the Company makes or announces any changes to its
Bylaws or takes or announces any other action that has, or if consummated would
have, the effect of disqualifying the WHX Nominee. In any such case, Shares
represented by the enclosed BLUE proxy card will be voted for such substitute or
additional nominees.
YOU ARE URGED TO VOTE FOR THE ELECTION OF THE WHX NOMINEE ON THE
ENCLOSED BLUE PROXY CARD.
-8-
<PAGE>
PROPOSAL II- THE CLASSIFIED BOARD RESOLUTION
WHY YOU SHOULD VOTE FOR THE CLASSIFIED BOARD RESOLUTION
The Classified Board Resolution seeks to persuade the incumbent Board
to take all appropriate actions to seek to declassify the Board so that all
Directors will stand for election annually, unless the classification of the
Board is approved by the affirmative vote of a majority of the Company's
stockholders. In 1995, the Company became a public company through a spin-off of
certain businesses by Dresser Industries. The corporate and board structure of
the Company was decided solely by Dresser Industries prior to the spin-off. As
part of the spin-off, the public stockholders of the Company were not afforded
the opportunity to vote on the provisions in the Company's charter , including
its classified board. Although there are certain protections which a classified
board structure provides to stockholders, WHX believes that, given the potential
adverse consequences to stockholders, the classification of the Board should be
eliminated unless such measure is approved by the Company's stockholders.
A classified board structure may offer the added protection of
stability and continuity in the management of the Company. In addition, it may
strengthen the ability of the Board to negotiate with hostile bidders to ensure
that the highest premium available be paid to stockholders. Thus, in the event
that the Company's classified board structure was to be eliminated, WHX believes
that the Company would be more susceptible to a successful unsolicited offer
should the stockholders of the Company desire to tender their shares in response
to such unsolicited offer. It is WHX's opinion that the disclosure and
substantive requirements of the Williams Act (e.g., Sections 13(d), 14(d) and
14(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
the supermajority voting requirements relating to certain business combinations
that are contained in Article VI of the Company's Certificate of Incorporation
and Delaware's anti-takeover law (Section 203 of the Delaware General
Corporation Law) provide the stockholders of the Company adequate protection
against unfair or coercive offers. WHX believes that since eliminating the
classified board structure could provide the Company's stockholders a greater
opportunity to maximize the return on their investment in the Company, this
measure should not be utilized unless it is approved by stockholders.
If the classified board were eliminated, the Company's stockholders
would have the ability to hold all of the directors accountable on an annual
basis. WHX believes that since the Company's current stockholders did not
approve the adoption of the classified board structure, the performance of the
entire Board should be reviewed by stockholders each year and members of the
Board should not be protected from removal at such annual meeting.
In this regard, WHX proposes that the stockholders of the Company 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 seek 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."
This resolution is precatory and non-binding on the Board, even if
approved by stockholders. While not binding on the Board, WHX believes that the
adoption of the Classified Board Resolution would send a clear message that
annual accountability of all members of the Board is a justified concern of
stockholders, which should not be altered without specific approval by
stockholders. In order to implement this proposal, first, the Board must pass a
resolution to amend the Certificate of Incorporation. Then this matter would
need be submitted to stockholders for adoption as binding at a duly called
annual or special meeting of stockholders.
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<PAGE>
YOU ARE URGED TO VOTE FOR THE APPROVAL OF THE CLASSIFIED BOARD
RESOLUTION ON THE ENCLOSED BLUE PROXY CARD.
PROPOSAL III- THE POISON PILL RESOLUTION
WHY YOU SHOULD VOTE FOR THE POISON PILL RESOLUTION
The Poison Pill Resolution seeks to eliminate the Rights Plan currently
in place at the Company. On October 20, 1995, the Board, without seeking
stockholder approval, executed the Rights Agreement. One Right was distributed
with respect to each outstanding Share to stockholders of record on November 1,
1995.
At any time prior to the date of distribution of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). Immediately upon the action of the Board
ordering redemption of the Rights, the Rights will terminate and the only right
to which the holders of Rights will be entitled will be the right to receive the
Redemption Price. The Rights will expire at the close of business on July 28,
2002 unless earlier redeemed by the Company, at which time the Company may
choose to extend the current Rights Plan or otherwise execute a new rights plan,
in either case, without the consent of stockholders. References to the Rights
Agreement contained herein are qualified in their entirety by reference to the
Form 8-B of the Company filed with the Commission on October 31, 1995, as
amended on Forms 8-A on March 12, 1998, September 21, 1998 and October 5, 1998
and the text of the Rights Agreement, as amended, filed as exhibits thereto.
The Rights Agreement (commonly referred to as a "poison pill") is an
anti-takeover device which effectively prevents a change in control of the
Company, including a sale, without the approval of the Board. Triggering the
poison pill affects the bidder by causing substantial dilution to a person or
group that attempts to acquire the Company on terms not approved by the Board.
The elimination of the Rights Plan would give the Company's
stockholders an improved ability to determine for themselves how to respond to
any offer, solicited or unsolicited, that might be made, including pursuant to
the WHX Offer to Purchase. While the Rights Plan may discourage coercive offers
or may enable the Board to seek an alternative offer for stockholders, WHX
believes that it is equally true that such a plan could be used to block an
offer which stockholders would find attractive or that it might be used for an
undesirable purpose, such as the entrenchment of the Board or management of the
Company. It is WHX's opinion that the disclosure and substantive requirements of
the Williams Act (e.g., Sections 13(d), 14(d) and 14(e) of the Exchange Act),
the supermajority voting requirements relating to certain business combinations
that are contained in Article VI on the Company's Certificate of Incorporation
and Delaware's anti-takeover law (Section 203 of the Delaware General
Corporation Law, Delaware's Business Combination Statute) provide the
stockholders of the Company adequate protection against unfair or coercive
offers.
In this regard, WHX proposes that the stockholders of the Company 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 and October 5, 1998 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 of stockholder
approval apply to all "rights plans" considered at any time by
the Board."
This resolution is precatory and non-binding on the Board, even if
approved by stockholders. While not binding on the Board, WHX believes that the
adoption of the Poison Pill Resolution would send a clear message to the
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<PAGE>
Board that stockholders oppose the Board's unilateral adoption of the Rights
Agreement. In order to implement this proposal, first, the Board must pass a
resolution to amend the Rights Agreement so as to provide that it must be
terminated unless approved by the Company's stockholders. Then this matter would
need to be submitted to stockholders for adoption at a duly called annual or
special meeting of stockholders.
YOU ARE URGED TO VOTE FOR THE APPROVAL OF THE POISON PILL RESOLUTION ON
THE ENCLOSED BLUE PROXY CARD.
VOTING AND PROXY PROCEDURES
Under the Section 213 of the Delaware General Corporation Law, if the
Board does not establish the Record Date for determining stockholders entitled
to notice of and to vote at the Annual Meeting, the Record Date will be at the
close of business on the day next preceding the day on which notice of the
meeting is given or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held. In any case, only
stockholders of record on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. Each Share is entitled to one vote. Stockholders who
sell Shares before the Record Date (or acquire them without voting rights after
the Record Date) may not vote such Shares. Stockholders of record on the Record
Date will retain their voting rights in connection with the Annual Meeting even
if they sell such Shares after the Record Date. Based on publicly available
information, WHX believes that the only outstanding class of securities of the
Company entitled to vote at the Annual Meeting are the Shares. According to
publicly available information as of November 13, 1998, there were 22,039,455
Shares issued and outstanding.
Shares represented by properly executed BLUE proxy cards will be voted
at the Annual Meeting as marked and, in the absence of specific instructions,
will be voted FOR the election of the WHX Nominee to Class I of the Board, FOR
the Classified Board Resolution, FOR the Poison Pill Resolution and in the
discretion of the persons named as proxies on all other matters as may properly
come before the Annual Meeting. Election of the WHX Nominee requires the
affirmative vote of a plurality of the Shares represented and entitled to vote
at the Annual Meeting. Approval of the Classified Board Resolution and approval
of the Poison Pill Resolution each requires the affirmative vote of a majority
of the Shares represented and entitled to vote at the Annual Meeting. Shares for
which proxies are marked "abstain" will be treated as shares present for
purposes of determining the presence of a quorum on all matters. Proxies
relating to "street name" shares that are voted by brokers only on some of the
proposals will nevertheless be treated as present for purposes of determining
the presence of a quorum on all matters but will not be entitled to vote on any
proposal which the broker does not have discretionary voting power and has not
received instructions from the beneficial owner ("broker non-votes"). Directors
are elected by a plurality and the nominee who receives the most votes will be
elected. Abstentions and broker non-votes will not be taken into account in
determining the outcome of the election. Because the Classified Board Resolution
and the Poison Pill Resolution are precatory, such resolutions must receive the
affirmative vote of a majority of the shares present in person or by proxy at
the Annual Meeting and entitled to vote to be approved. Abstentions will have
the effect of votes against the Classified Board Resolution and the Poison Pill
Resolution, while broker non-votes will not affect the outcome of such
resolutions.
The Classified Board Resolution and the Poison Pill Resolution each
constitute a non-binding recommendation by the Company's stockholders to the
Board; each is merely advisory. Thus, even if stockholders adopt such
resolutions, the Board would not be required to take the recommended actions,
and there can be no assurance that the Board will consider the Classified Board
Resolution or the Poison Pill Resolution if such resolutions are adopted.
Stockholders of the Company may revoke their proxies at any time prior
to its exercise by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy) or by delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered either to WHX
in care of Innisfree M&A Incorporated at the address set forth on the back cover
of this Proxy Statement or to the Company at 2121 San Jacinto Street, Suite
2500, Dallas, Texas 75201 or any other address provided by the Company. Although
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<PAGE>
a revocation is effective if delivered to the Company, WHX requests that either
the original or photostatic copies of all revocations be mailed to WHX in care
of Innisfree M&A Incorporated at the address set forth on the back cover of this
Proxy Statement so that WHX will be aware of all revocations and can more
accurately determine if and when proxies have been received from the holders of
record on the Record Date of a majority of the outstanding Shares.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE WHX NOMINEE TO CLASS I OF
THE BOARD, FOR THE CLASSIFIED BOARD RESOLUTION AND FOR THE POISON PILL
RESOLUTION, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE PROXY CARD
IN THE POSTAGE-PAID ENVELOPE PROVIDED.
BACKGROUND AND RECENT EVENTS
On December 17, 1998, WHX commenced a tender offer, as set forth in the
Offer to Purchase dated December 17, 1998 (the "Offer to Purchase") and the
Tender Offer Statement on Schedule 14D-1, filed by WHX with the Commission, of
which the Offer to Purchase is an exhibit. The tender offer is for any and all
of the outstanding shares of common stock of the Company, including the
Preferred Stock Purchase Rights issued pursuant to the Rights Agreement , at a
price of $10.50 per Share (including the associated Right), net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase and in the related letter of transmittal (the
"Letter of Transmittal") (which, as amended from time to time, together
constitute the "Offer"). The purpose of the Offer is for WHX to acquire control
of, and ultimately the entire equity interest in, the Company.
Under the terms of the Offer, WHX intends to propose, and to seek to
have the Company consummate as soon as practicable after consummation of the
Offer, a merger or similar business combination (the "Proposed Merger") with WHX
or a direct or indirect subsidiary of WHX, pursuant to which each then
outstanding Share (other than Shares held by WHX, or any other wholly-owned
subsidiary of WHX, Shares held in the treasury of the Company and Shares held by
stockholders who properly exercise appraisal rights under Delaware law) would be
converted into the right to receive in cash the price per Share paid by WHX
pursuant to the Offer and the Company would become a wholly-owned subsidiary of
WHX. At any time and from time to time, the period of time during which the
Offer is open may be extended for any reason, and because the timing of the
Offer and the Proposed Merger is dependent on a variety of factors, the Offer
could be extended beyond the current Expiration Date.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is being
made by WHX. Proxies may be solicited by mail, facsimile, telephone, telegraph,
in person and by advertisements. Solicitations may be made by certain directors,
officers and employees of WHX, none of whom will receive additional compensation
for such solicitation.
WHX has retained Innisfree M&A Incorporated for solicitation and
advisory services in connection with this solicitation and the Offer, for which
Innisfree M&A Incorporated will receive a fee not to exceed $100,000, together
with reimbursement for its reasonable out-of-pocket expenses, and will be
indemnified against certain liabilities and expenses, including certain
liabilities under the federal securities laws. Innisfree M&A Incorporated will
solicit proxies from individuals, brokers, banks, bank nominees and other
institutional holders. WHX has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all solicitation materials to
the beneficial owners of the Shares they hold of record. WHX will reimburse
these record holders for their reasonable out-of-pocket expenses in so doing. It
is anticipated that Innisfree M&A Incorporated will employ approximately 50
persons to solicit the Company's stockholders for the Annual Meeting.
The entire expense of soliciting proxies is being borne by WHX. WHX
does not currently intend to seek reimbursement of the costs of this
solicitation from the Company. Costs of this solicitation of proxies (excluding
costs relating to the Offer) are currently estimated to be approximately
$350,000. WHX estimates that through the date
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hereof, its expenses in connection with this solicitation (excluding costs
relating to the Offer) are approximately $75,000.
INFORMATION ABOUT PARTICIPANTS
WHX is a Delaware corporation with its principal executive offices
located at 110 East 59th Street, New York, NY 10022. WHX is a holding company
that has been structured to invest in and/or acquire a diverse group of
businesses on a decentralized basis, with a corporate staff providing strategic
direction and support where appropriate. 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.
WHX is subject to the information and reporting requirements of the
Exchange Act and is required to file reports and other information with the
Commission relating to its business, financial condition and other matters.
These reports, proxy statements and other information should be available for
inspection at the public reference facilities of the Commission located in
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 or its site on
the World Wide Web: http://www.sec.gov, and also should be available for
inspection and copying at prescribed rates at the following regional offices of
the Commission: Seven World Trade Center, New York, New York 10048; and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
this material may also be obtained by mail, upon payment of the Commission's
customary fees, from the Commission's principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549. Reports, proxy statements and other information
concerning WHX should also be available for inspection at the offices of the New
York Stock Exchange, 11 Wall Street, New York, N.Y. 10005.
As of the date of this Proxy Statement, WHX, together with all of the
participants in this solicitation, beneficially owns an aggregate of 2,173,800
Shares, which represents approximately 9.9% of the Shares outstanding (based on
information publicly disclosed by the Company). For more detailed information
regarding Messrs. LaBow and Olshan, who as nominees for director are deemed to
be participants in this proxy solicitation, see "the WHX Nominee". For more
detailed information regarding the directors and executive officers of WHX and
transactions involving Shares over the past two years by WHX, see Schedule II of
this Proxy Statement.
CERTAIN TRANSACTIONS BETWEEN WHX AND THE COMPANY
Except as set forth in this Proxy Statement (including the Schedules
hereto), none of WHX or any of the other participants in this solicitation, or
any of their respective associates: (i) directly or indirectly beneficially owns
any Shares or any securities of the Company; (ii) has had any relationship with
the Company in any capacity other than as a stockholder, or is or has been a
party to any transactions, or series of similar transactions, since January 1,
1996 with respect to any Shares of the Company; or (iii) knows of any
transactions since January 1, 1996, currently proposed transaction, or series of
similar transactions, to which the Company or any of its subsidiaries was or is
to be a party, in which the amount involved exceeds $60,000 and in which any of
them or their respective affiliates had, or will have, a direct or indirect
material interest. In addition, other than as set forth herein, there are no
contracts, arrangements or understandings entered into by WHX or any other
participant in this solicitation or any of their respective associates within
the past year with any person with respect to any of the Company's securities,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies.
Except as set forth in this Proxy Statement (including the Schedules
hereto), neither WHX nor any of the other participants in this solicitation, or
any of their respective associates, has entered into any agreement or
understanding with any person with respect to (i) any future employment by the
Company or its affiliates or (ii) any future transactions
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<PAGE>
to which the Company or any of its affiliates will or may be a party. However,
in connection with the Offer, WHX has reviewed, and will continue to review, on
the basis of publicly available information, various possible business
strategies that they might consider in the event that WHX acquires control of
the Company. In addition, if and to the extent that WHX acquires control of the
Company or otherwise obtains access to the books and records of the Company, WHX
intends to conduct a detailed review of the Company and its assets, financial
projections, corporate structure, dividend policy, capitalization, operations,
properties, policies, management and personnel and consider and determine what,
if any, changes would be desirable in light of the circumstances which then
exist.
OTHER MATTERS AND ADDITIONAL INFORMATION
WHX is unaware of any other matters to be considered at the Annual
Meeting. However, WHX has notified the Company of its intention to bring before
the Annual Meeting such proposals as it believes to be appropriate. Should other
proposals be brought before the Annual Meeting, the persons named as proxies on
the enclosed BLUE proxy card will vote on such matters in their discretion.
Schedule III of this Proxy Statement sets forth certain information, as
made available in public documents, regarding Shares held by the Company's
management. The information concerning the Company contained in this Proxy
Statement and the Schedules attached hereto has been taken from, or is based
upon, publicly available information. To date, WHX has not had access to the
books and records of the Company.
Stockholders will have no appraisal or similar rights of dissenters
with respect to the proposals to adopt the Classified Board Resolution or the
Poison Pill Resolution.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
The Company's Definitive Proxy Statement on Schedule 14A dated
February 3, 1998 set September 30, 1998 as the deadline by which proposals of
the Company's stockholders that are intended to be presented by such
stockholders at the Annual Meeting were to be received by the Company in order
to be considered for inclusion in the proxy statement and form of proxy relating
to the Annual Meeting. However, in the event that the Annual Meeting is held
more than 30 days after March 18, 1999, the deadline is required to be extended
until a reasonable time before the Company begins to print and mail its proxy
materials. WHX expects that in the event that the Annual Meeting is not held on
or before April 16, 1999, a new deadline for stockholder proposals will be
included in one of the Company's periodic reports.
WHX CORPORATION
February 11, 1999
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SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE
OFFICERS OF WHX
Directors and Executive Officers of WHX. The following table sets forth
the name, business address, present principal occupation, and employment and
material occupations, positions, offices, or employments for the past five years
of certain directors, officers and employees of WHX. Unless otherwise indicated,
the principal business address of each executive officer of WHX is 110 East 59th
Street, New York, NY 10022 and each occupation set forth opposite an
individual's name refers to employment with WHX. Where no date is given for the
commencement of the indicated office or position, such office or position was
assumed prior to February 11, 1994. Each person listed below is a citizen of the
United States.
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
- -------------------------------------- -----------------------------------
Neil D. Arnold........................ Director. Group Finance Director
Varity Corporation since December 1996 and Executive
672 Delaware Avenue Vice President, Corporate Develop-
Buffalo, NY 14209 ment from September 1996 through
December 1996 of Lucas Varity PLC,
Senior Vice President and Chief
Financial Officer from July 1990
through September 1996 of Varity
Corporation. Lucas Varity PLC
designs, manufactures and supplies
advanced technology systems,
products and services in the
world's automotive, diesel engine
and aerospace industries.
James G. Bradley...................... Executive Vice President. Executive
Vice President of WHX and President
and Chief Executive Officer of WPSC
since April 1998. President and
Chief Operating Officer of Koppel
Steel Company from November 1997 to
March 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
1992 to October 1995. Vice
President- Operations/Plant Manager
of USS/Kobe Steel Company from 1990
to 1992.
Paul W. Bucha......................... Director. Chairman of the Board of
Wheeling- Pittsburgh Steel
Corporation ("WPSC") since April
1998. President, Paul W. Bucha &
Company, Inc., an international
marketing consulting firm from 1979
to April 1998. President, BLHJ,
Inc., an international consulting
firm, from July 1991 to April 1998.
President, Congressional Medal of
Honor Society of U.S., since
September 1995.
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<PAGE>
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
- -------------------------------------- -----------------------------------
Robert A. Davidow..................... Director and Vice Chairman of the
11601 Wilshire Boulevard Board. Private investor since
Suite 1940 January 1990. Mr. Davidow is also a
Los Angeles, CA 90025 director of Arden Group, Inc., a
supermarket holding company.
William Goldsmith..................... Director. Management and Marketing
Fiber Fuel International, Inc. Consultant since 1984. Chairman of
221 Executive Circle the Board of TMP, Inc. from January
Suite II 1991 to 1993. Chairman of Overspin
Savannah, GA 31406 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.
Ronald LaBow.......................... Chairman of the Board. President,
Stonehill Investment Corp. since
February 1990. Mr. LaBow is also a
director of Regency Equities Corp.,
a real estate company.
Robert D. LeBlanc..................... Executive Vice President. Executive
Vice President of WHX since April
1998. President and Chief Executive
Officer of Handy & Harman since
April 1998. (Handy & Harman was
acquired by WHX in April 1998).
President and Chief Operating
Officer of Handy & Harman from July
1997 to April 1998. Executive Vice
President of Handy & Harman from
November 1996 to July 1997.
Executive Vice President of Elf
Atochem North America, Inc. ("Elf
Atochem") from January 1994 to
November 1996. Group President of
Elf Atochem from February 1990 to
January 1994.
Howard Mileaf......................... Vice President -- General Counsel.
Vice President -- General Counsel
of WHX since April 1998; Vice
President -- Special Counsel of WHX
from April 1993 to April 1998.
Special Counsel to WHX, from
February 1992 to April 1993. Vice
President and General Counsel,
Keene Corporation, from August 1981
to August 1991. Trustee/Director of
Neuberger & Berman Equity Mutual
Funds, since 1984.
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<PAGE>
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
- -------------------------------------- -----------------------------------
Paul J. Mooney........................ Vice President. Executive Vice
President of WPC and WPSC since
November 1997. National Director of
Cross Border Filing Services with
the Accounting, Auditing and SEC
Services department of Price
Waterhouse LLP from July 1996 to
November 1997. Accounting and
Business Advisory Services
Department--Pittsburgh Site Leader
of Price Waterhouse LLP from 1988
until November 1997. Client Service
and Engagement Partner of Price
Waterhouse LLP from 1985 until
November 1997.
Arnold Nance.......................... Vice President -- Finance. Vice
President -- Finance since April
1998. Vice President of Development
and Planning of Handy & Harman
since May 1998. Special Assistant
to the Chairman of the Board of
Directors since November 1995. Vice
President of Wheeling- Pittsburgh
Radio Corporation from July 1993 to
November 1995. Vice President and
Chief Financial Officer of SH
Holdings, Inc. from May 1991
through July 1993.
Marvin L. Olshan...................... Director and, since 1991, Secretary
Olshan Grundman Frome of WHX. Partner, Olshan Grundman
Rosenzweig & Wolosky LLP Frome Rosenzweig & Wolosky LLP,
505 Park Avenue since 1956.
New York, NY 10022
Stewart E. Tabin...................... Assistant Treasurer. Vice
President, Stonehill Investment
Corp.
Neale X. Trangucci.................... Assistant Treasurer. Vice
President, Stonehill Investment
Corp.
Raymond S. Troubh..................... Director. Financial Consultant for
10 Rockefeller Plaza in excess of past five years. Mr.
Suite 712 Troubh 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, Petrie
Stores Corporation, a retail chain,
Starwood Hotels & Resorts, Time
Warner Inc. and Triarc Companies,
Inc., restaurants and soft drinks.
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SCHEDULE II
TRANSACTIONS IN THE SECURITIES OF THE COMPANY
The following table sets forth all of the transactions in Shares by
WHX. Unless otherwise indicated, all such transactions took place on the NYSE.
Shares of Common Stock Purchase Price Per Share Date of Purchase
- ----------------------------- ------------------------- ------------------
300,000 $6.083 September 15, 1998
317,500 $6.721 September 16, 1998
403,000 $6.813 September 25, 1998
640,000 $7.000 September 28, 1998
63,300 $7.052 September 29,1998
440,000 $7.119 October 1, 1998
10,000 $7.356 October 2, 1998
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SCHEDULE III
SHARE OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT OF THE COMPANY
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.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Number of Shares of Common Stock Owned Percent of Class
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Prudential Insurance Company of America 2,491,600(1) 11.27%
19 Prudential Plaza
Newark, New Jersey 07102
WHX Corporation 2,173,800 9.9%
110 East 59th Street
New York, NY 10022
Pioneering Management Corporation 1,987,900(2) 9.01%
60 State Street
Boston, Massachusetts 02109
Neuberger & Berman 1,279,720(3) 5.79%
605 Third Avenue
New York, NY 10158
</TABLE>
(1) Based upon a Form 13F filed with the Commission on or about September
30, 1997.
(2) Based upon an amendment dated January 5, 1998 to a Schedule 13G filed
with the Securities and Exchange Commission.
(3) Based upon a Form 13F filed with the Commission on or about September
30, 1997.
The following table states the number of Shares owned by each current
director and by all directors and officers as a group as of December 31, 1997.
No director or officer beneficially owned more than 1% of the Shares outstanding
on such date. The number of Shares beneficially owned by all directors and
officers as a group represented 2.8% of the Shares that would then have been
outstanding if all options exercisable by such persons before March 1, 1998 had
been exercised. 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)
- --------------------------------------------------------------------------------
J.L. Jackson 249,742 58,963
Richard W. Vieser 51,633 0
Rawles Fulgham 22,000 0
David H. Blake 17,000 0
Samuel B. Casey, Jr. 16,669 0
Juan M. Bravo 43,732 8,569
Graham L. Adelman 51,778 9,433
Thomas R. Hurst 59,329 20,613
Gary G. Garrison 61,315 8.053
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George W. Pasley 20,500 1,863
All Directors and officers a group 614,296 108,032
(1) Includes the following Shares subject to options and related restricted
incentive stock awards granted to persons included in the table under various
incentive compensation plans of the Company which are exercisable on or within
sixty days after January 1, 1998; 239,550 shares for Mr. Jackson; 39,000 shares
for Mr. Bravo; 22,900 shares for Mr. Adelman; 59,100 shares for Mr. Hurst;
58,100 shares for Mr. Garrison; 20,500 shares for Mr. Pasley; 16,000 shares for
each of Messrs. Blake, Casey, Fulgham and Vieser; and 522,050 shares for all
Directors and 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.
(2) Stock Units represent 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 Solicitation/Recommendation Statement on Schedule 14D-9 dated December
24, 1998 (the "Company's Schedule 14D-9"). Other information relating to the
Company contained in this Proxy Statement has been taken from the Company's
Schedule 14D-9, the Company 1997 10-K and other documents on file with the
Commission. Although WHX does not have any information that would indicate that
any information contained in this Proxy Statement 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.
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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 three steps:
1. SIGNING the enclosed BLUE proxy card,
2. DATING the enclosed BLUE proxy card, and
3. MAILING the enclosed BLUE proxy card TODAY in the envelope
provided (no postage is required if mailed in the United
States).
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 or require any additional information
concerning this Proxy Statement, please contact, Innisfree M&A Incorporated at
the address 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)
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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 NOMINEE NAMED BELOW,
FOR THE CLASSIFIED BOARD RESOLUTION UNDER ITEM 2 AND FOR THE POISON PILL
RESOLUTION UNDER ITEM 3.
1. ELECTION OF DIRECTORS: To elect the WHX Nominee to the Board
of Directors of the Company (the "Board");
FOR [ ] WITHHOLD AUTHORITY [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominees name in the space provided below.
I withhold authority to vote for the following nominee(s):
NOTE: In the event that the Company purports to increase the number of
directorships pursuant to Article IX of the Certificate of
Incorporation of the Company to six or more, a vote FOR the WHX Nominee
shall serve as a vote FOR both the WHX Initial Nominee and the WHX
Conditional Nominee. In such event, a vote to WITHHOLD AUTHORITY for
the WHX Nominee shall serve as a vote to WITHHOLD AUTHORITY for both
the WHX Initial Nominee and the WHX Conditional Nominee.
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 and October 5 1998 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 of stockholder
approval apply to all "rights plans" considered at any time by
the Board."
-22-
<PAGE>
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. 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 action 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 the above proposals, 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 4 above.
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.
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(Signature)
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(Signature, if held jointly)
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(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!
IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL
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