SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
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(Name of Registrant as Specified In Its Charter)
WHX CORPORATION
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(Name of Persons(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
FOR IMMEDIATE RELEASE
PRELIMINARY RESULTS CONFIRM OVERWHELMING
SUPPORT FOR WHX'S PLATFORM
New York - June 21, 1999 - WHX Corporation (NYSE: WHX) announced today that
preliminary results reported by the independent Inspector of Election confirm
overwhelming support for WHX's platform relating to the proposals presented at
the 1999 Annual Meeting of Global Industrial Technologies (NYSE: GIX). WHX's
nominee to Global's Board of Directors has received more than 10.3 million
votes, representing approximately 55% of shares voted. More significantly, the
vote on the stockholder referendum issues including the declassification of the
board and redemption of the poison pill achieved overwhelming support, receiving
approximately 62% and 74% of shares voted, respectively.
WHX has been notified that Global's Annual Meeting will reconvene on July 1,
1999. At such time final proxy results and a final report from the Inspector of
Election will be submitted. At the reconvened meeting WHX further expects that
its nominee will be duly elected and qualified.
A company spokesperson said:
"WHX believes that the preliminary results are a clear indication that a
substantial number of Global stockholders share its dissatisfaction with
Global's Board of Directors and management. We will not stand in the way of any
superior offer for Global and hope to begin working immediately to maximize the
return on investment for all Global stockholders."
WHX is a holding company that has been structured to invest in and/or acquire a
diverse group of businesses on a decentralized basis. WHX's primary businesses
currently are Handy & Harman, a diversified manufacturing company whose
strategic business segments encompass, among others, specialty wire and tubing,
and precious metals plating, stamping and fabrication, and Wheeling-Pittsburgh
Steel Corporation, a vertically integrated manufacturer of value-added and flat
rolled steel products. WHX's other businesses include Unimast Incorporated, a
leading manufacturer of steel framing and other products for commercial and
residential construction and WHX Entertainment Corp., a co-owner of a racetrack
and video lottery facility located in Wheeling, West Virginia.
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Contacts:
Abernathy MacGregor Frank
Patricia Sturms/Kate Huneke
(212) 371-5999
