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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 [X]
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.
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(Name of Registrant as Specified In Its Charter)
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(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:
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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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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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.
[_] 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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Notes:
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[LOGO OF GLOBAL INDUSTRIAL TECHNOLOGIES APPEARS HERE]
PROXY
THIS PROXY IS SOLICITED BY GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
The undersigned hereby appoints Rawles Fulgham, Graham L. Adelman, Jeanette
H. Quay, and each of them, with full power of substitution, the proxies of the
undersigned, to vote all of the outstanding common stock, par value $.25 per
share ("Common Stock"), of Global Industrial Technologies, Inc. that the
undersigned is entitled to vote at the Annual Meeting of shareholders of the
Company to be held on June 7, 1999, at 10:00 a.m. at the Adams Mark Hotel, 100
East Second Street, Tulsa, Oklahoma, or any adjournment or postponement of the
Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEM 1 AND "AGAINST"
ITEMS 2, 3, 4 AND 5. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY
STATEMENT OF GLOBAL INDUSTRIAL TECHNOLOGIES, INC. DATED APRIL 16, 1999,
SOLICITING PROXIES FOR THE ANNUAL MEETING.
All previous proxies given by the undersigned to vote at the Annual Meeting or
at any adjournment or postponement thereof are hereby revoked.
Continued and to be voted and signed on reverse
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. FOLD AND DETACH HERE .
[LOGO OF GLOBAL INDUSTRIAL TECHNOLOGIES APPEARS HERE]
YOUR VOTE IS IMPORTANT!
PLEASE VOTE TODAY.
MARK, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
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YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ITEM 1
FOR WITHHOLD The proxies of the undersigned named above
1. To elect Sheldon R. Erikson to serve as a Class 1 Director [_] [_] are authorized to vote, in their discretion,
until the Annual Meeting of shareholders in 2002 or until upon such other matters as may properly come
his successor is elected or qualified. before the annual Meeting and any
adjournment or postponement thereof.
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YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST" ITEMS 2, 3, 4 AND 5
FOR AGAINST ABSTAIN Please sign exactly as name appears hereon.
2. Shareholder proposal calling for the sale of the Company. [_] [_] [_] When stock is held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
3. Shareholder proposal calling for the declassification of the please give full title as such. If a
Board of Directors. [_] [_] [_] corporation, sign in full corporate name by
president or other authorized officer. If a
4. Shareholder proposal submitted by WHX Corporation calling partnership, sign in partnership name by
for the declassification of the Board of Directors. [_] [_] [_] authorized person.
_____________________________________________
5. Shareholder proposal submitted by WHX Corporation calling
for the redemption of the Company's Stockholder Rights Plan. [_] [_] [_] _____________________________________________
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_____________________________________________
TITLE
_____________________________________________
DATE
Return Proxy Card in enclosed envelope
after completing, signing and dating.
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. FOLD AND DETACH HERE .
[LOGO APPEARS HERE] GLOBAL INDUSTRIAL TECHNOLOGIES
Shareholders, Customers, Employees
YOUR VOTE IS IMPORTANT
PLEASE VOTE TODAY.
MARK, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
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