<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
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
[_] Definitive Additional Materials
[X] 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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
Notes:
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES Exhibit 13
Shareholders, Customers, Employees
February 23, 1999
Dear Shareholder:
I am writing to you about an urgent matter concerning the future of your
investment in Global Industrial Technologies.
You may have received, or will likely soon receive, a communication from WHX
Corporation attempting to solicit from you a proxy for the annual meeting of
shareholders of Global. Your Board of Directors strongly recommends that you not
return any proxy sent to you by WHX. This is just another step in an attempt by
WHX to gain control of your Company with their opportunistic, hostile attempt to
take over Global.
THERE IS ABSOLUTELY NO NEED FOR YOU TO TAKE ANY ACTION AT THIS TIME
You should be aware that the date for the 1999 annual meeting of Global has not
even been set. Once your Board of Directors has set the date for the annual
meeting you will be notified of the meeting date and be provided with a proxy
statement and annual report, as well as a proxy card from Global. Until that
time there is no need for you to take any action.
As you know, your Board of Directors has determined that the WHX offer is
inadequate and not in the best interests of the Company's shareholders.
Obviously, your fellow shareholders agree based on announcements made by WHX on
February 17, 1999, WHX's offer received tenders representing approximately 25%
of Global's outstanding shares.
Your Board believes that the WHX offer does not fully reflect the long-term
value of the Company.
DO NOT BE STAMPEDED BY WHX'S ATTEMPT TO SOLICIT YOUR VOTE
In order to make an informed decision, we urge you NOT to sign any proxy
solicited by WHX without first having received and considered the proxy material
your Board of Directors will send to you in the near future.
We have every confidence in our Company's future and wish to reaffirm our
determination that you, our shareholders, be given every opportunity to
participate fully in that future. Your Board of Directors and I greatly
appreciate your continued support and encouragement.
Very truly yours,
Rawles Fulgham
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
If you have any questions about this process or need further assistance, please
contact our proxy solicitor: Morrow & Co., Inc. at (800) 566-9061 (toll-free).
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Global Industrial Technologies, Inc. (the ``Company'') and certain other persons
named below may be deemed to be participants in the solicitations of proxies
against the proposals of WHX Corporation. The participants in this solicitation
may include (i) the directors of the Company: David H. Blake, Richard W. Vieser,
Samuel B. Casey, Jr, Rawles Fulgham and Graham L. Adelman and (ii) the following
executive officers and employees of the Company: Rawles Fulgham (Chairman and
Chief Executive Officer), Graham L. Adelman (President and Chief Operating
Officer), Alfred L. Williams (Senior Vice President and Chief Financial
Officer), Donna Reeves (Vice President and Controller), Jeanette H. Quay (Vice
President, General Counsel and Secretary), James Alleman (Vice President--Human
Resources), and George Pasley (Vice President--Communications). As of the date
of this communication, none of the foregoing participants individually
beneficially own in excess of .1% of the Company's common stock or in the
aggregate in excess of 2% of the Company's common stock.
